Core Viewpoint - JBDI Holdings Limited reported a decline in financial performance for FY 2025, with total revenue decreasing by 10.1% due to reduced demand for reconditioned containers and increased operational costs, despite achieving significant cash reserves from its IPO [2][3][4]. Financial Performance - Total revenue for FY 2025 was $8.4 million, down from $9.4 million in FY 2024 [2][5]. - The company recorded a net loss of $2.7 million in FY 2025, compared to a net loss of $1.0 million in FY 2024, reflecting increased administrative expenses and revenue contraction [3][5]. - Gross profit decreased to $3.4 million with a gross margin of 39.7%, down from 45.5% in FY 2024 [3][5]. Revenue Breakdown - Revenue from reconditioned containers accounted for 63.1% of total revenue, totaling $5.3 million, which was a 15.6% decrease from FY 2024 [6]. - Sales of new containers increased by 13.7% to $755,000, while reconditioning services and sales of recycled materials showed slight declines [6]. - Singapore remained the primary market, contributing 87.9% of total revenue, although this was a decrease from the previous year [7][8]. Operating Expenses - Operating expenses rose to $6.3 million, primarily due to increased legal and professional fees related to the IPO [9]. - Administrative expenses accounted for 72.6% of revenue, reflecting a significant increase from FY 2024 [9]. Balance Sheet and Liquidity - As of May 31, 2025, JBDI held cash and cash equivalents of $2.7 million, a substantial increase from $0.2 million at the end of FY 2024 [4][12]. - Current assets totaled $4.8 million, with current liabilities at $2.4 million, indicating a healthy liquidity position [11][12]. Management Commentary - The CEO highlighted challenges in demand and cost pressures but noted progress through the IPO, which strengthened the balance sheet and positioned the company for future growth [13]. - The company aims to enhance operational efficiency and expand its services in line with sustainability trends [13]. Outlook - JBDI anticipates gradual revenue recovery driven by renewed customer demand and cost optimization initiatives, with plans to invest in supply chain resilience [14].

[FORM 20-F Cover Page](index=1&type=section&id=FORM%2020-F%20Cover%20Page) This section provides essential registrant details, securities information, outstanding shares, and issuer status for the FY2025 Annual Report [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the basic identification details for JBDI Holdings Limited, including its incorporation jurisdiction, principal executive offices, and contact person - JBDI Holdings Limited is incorporated in the Cayman Islands and filed its Annual Report on Form 20-F for the financial year ended May 31, 2025[2](index=2&type=chunk) [Securities Registered](index=1&type=section&id=Securities%20Registered) The company's Ordinary Shares, with a par value of US$0.0005 per share, are registered on The Nasdaq Capital Market LLC under the trading symbol 'JBDI' Title of each class | Title of each class | Trading symbol | Name of each exchange on which registered | | :--- | :--- | :--- | | Ordinary Shares, par value US$0.0005 per share | JBDI | The Nasdaq Capital Market LLC | [Outstanding Shares](index=1&type=section&id=Outstanding%20Shares) As of May 31, 2025, the company had 19,254,471 Ordinary Shares outstanding, each with a par value of US$0.0005 - **19,254,471** Ordinary Shares, **US$0.0005** par value, were outstanding as of May 31, 2025[4](index=4&type=chunk) [Issuer Status](index=1&type=section&id=Issuer%20Status) The registrant is not a well-known seasoned issuer, is not exempt from filing reports, has filed all required reports, and is an emerging growth company preparing financial statements in accordance with U.S. GAAP - The Registrant is not a well-known seasoned issuer (No ☒) and is not exempt from filing reports (No ☒)[5](index=5&type=chunk)[6](index=6&type=chunk) - The Registrant has filed all required reports and submitted every Interactive Data File during the preceding 12 months (Yes ☒)[7](index=7&type=chunk)[8](index=8&type=chunk) - The Registrant is an emerging growth company and prepares its financial statements in accordance with U.S. GAAP (U.S. GAAP ☒)[8](index=8&type=chunk)[9](index=9&type=chunk) [SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers about forward-looking statements in the report, highlighting inherent risks and uncertainties [Forward-Looking Statements Disclosure](index=4&type=section&id=Forward-Looking%20Statements%20Disclosure) This section warns that the Annual Report contains forward-looking statements, particularly in sections like 'Risk Factors' and 'Management's Discussion and Analysis' - This Annual Report contains forward-looking statements, primarily in 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations,' which involve known and unknown risks and uncertainties[14](index=14&type=chunk) - Forward-looking statements are identified by words like 'believe,' 'plan,' 'expect,' 'intend,' 'should,' 'seek,' 'estimate,' 'will,' 'aim,' and 'anticipate,' and are not guarantees of future performance[15](index=15&type=chunk)[16](index=16&type=chunk) [FINANCIAL STATEMENTS AND CURRENCY PRESENTATION](index=4&type=section&id=FINANCIAL%20STATEMENTS%20AND%20CURRENCY%20PRESENTATION) This section details the U.S. GAAP basis of financial reporting and the use of United States Dollar as the reporting currency [Basis of Presentation](index=4&type=section&id=Basis%20of%20Presentation) All financial information in this Annual Report is prepared and presented in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) - All financial information is prepared and presented in accordance with U.S. GAAP[18](index=18&type=chunk) - Amounts, percentages, and other figures in the report may be subject to rounding adjustments, meaning totals may not be exact arithmetic aggregations[19](index=19&type=chunk) [Financial Information in U.S. Dollars](index=4&type=section&id=Financial%20Information%20in%20U.S.%20Dollars) The company's reporting currency is the United States Dollar, with Singapore Dollar translations provided for convenience using specific exchange rates - The reporting currency is the United States Dollar[20](index=20&type=chunk) - Translations of Singapore Dollars into United States Dollars for convenience were made at **S$1.2893 to US$1.00** for FY2025, **S$1.3509 to US$1.00** for FY2024, and **S$1.3181 to US$1.00** for FY2023[20](index=20&type=chunk) [RECENT EVENTS](index=4&type=section&id=RECENT%20EVENTS) This section summarizes significant recent corporate events including auditor changes, Nasdaq compliance issues, and the company's initial public offering [Change in Auditors](index=4&type=section&id=Change%20in%20Auditors) On June 13, 2025, the Company dismissed Onestop Assurance PAC and appointed YCM CPA INC. as its new independent registered public accounting firm for the financial year ended May 31, 2025 - On June 13, 2025, the Company dismissed Onestop Assurance PAC and engaged YCM CPA INC. as its new independent registered public accounting firm for the financial year ended May 31, 2025[21](index=21&type=chunk) [Notice of Failure to File Interim Balance Sheet and Income Statement as of the End of Second Quarter on Form 6-K and Subsequent Filing and Compliance](index=5&type=section&id=Notice%20of%20Failure%20to%20File%20Interim%20Balance%20Sheet%20and%20Income%20Statement%20as%20of%20the%20End%20of%20Second%20Quarter%20on%20Form%206-K%20and%20Subsequent%20Filing%20and%20Compliance) On June 3, 2025, the company received a Nasdaq deficiency notice for failing to file its interim balance sheet and income statement, but subsequently regained compliance - On June 3, 2025, the Company received a Nasdaq deficiency notice for not filing its interim balance sheet and income statement[22](index=22&type=chunk) - The Company regained compliance by filing unaudited condensed consolidated financial statements on Form 6-K on June 5, 2025[23](index=23&type=chunk) - Nasdaq confirmed compliance on June 9, 2025, and the Ordinary Shares will continue to be listed[24](index=24&type=chunk) [Notice of Failure to Comply with the Bid Price Requirement to Continue Listing on Nasdaq and Subsequent Compliance](index=5&type=section&id=Notice%20of%20Failure%20to%20Comply%20with%20the%20Bid%20Price%20Requirement%20to%20Continue%20Listing%20on%20Nasdaq%20and%20Subsequent%20Compliance) On December 12, 2024, Nasdaq notified the company of non-compliance with the minimum bid price requirement, but the company regained compliance by June 3, 2025 - On December 12, 2024, Nasdaq notified the Company of non-compliance with the minimum bid price requirement (**$1.00**)[25](index=25&type=chunk) - The Company regained compliance by June 3, 2025, after its Ordinary Shares maintained a closing bid price of **$1.00** or greater for eleven consecutive business days[25](index=25&type=chunk)[26](index=26&type=chunk) [Initial Public Offering](index=5&type=section&id=Initial%20Public%20Offering) The company completed its initial public offering (IPO) on August 28, 2024, raising approximately $6.7 million in net proceeds - The Company completed its IPO on August 28, 2024, selling **1,750,000** Ordinary Shares at **US$5.00** per share[27](index=27&type=chunk) - Total net proceeds to the Company from the IPO were approximately **$6.7 million**[27](index=27&type=chunk) - Ordinary Shares began trading on August 27, 2024, on the Nasdaq Capital Market under the trading symbol 'JBDI'[27](index=27&type=chunk) [PART I](index=5&type=section&id=PART%20I) This section covers fundamental company information, including risk factors, business operations, and regulatory environment [ITEM 1. IDENTITY OF DIRECTORS, OFFICERS, SENIOR MANAGEMENT AND ADVISORS](index=5&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20OFFICERS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISORS) This item is marked as 'Not Applicable,' indicating that the information regarding the identity of directors, officers, senior management, and advisors is not provided in this specific section - This item is marked as 'Not Applicable'[29](index=29&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=5&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is marked as 'Not Applicable,' indicating that the information regarding offer statistics and expected timetable is not provided in this specific section - This item is marked as 'Not Applicable'[29](index=29&type=chunk) [ITEM 3. KEY INFORMATION](index=5&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section covers key information about the company, including its capitalization, indebtedness, reasons for the offering, use of proceeds, and a comprehensive list of risk factors - An investment in the company's Ordinary Shares is highly speculative and involves a significant degree of risk, which could materially and adversely affect the business, financial condition, results of operations, and share price[30](index=30&type=chunk) [A. RESERVED](index=5&type=section&id=A.%20RESERVED) This section is intentionally left blank [B. CAPITALIZATION AND INDEBTEDNESS](index=6&type=section&id=B.%20CAPITALIZATION%20AND%20INDEBTEDNESS) This section is intentionally left blank [C. REASONS FOR THE OFFER AND USE OF PROCEEDS](index=6&type=section&id=C.%20REASONS%20FOR%20THE%20OFFER%20AND%20USE%20OF%20PROCEEDS) This section is intentionally left blank [D. RISK FACTORS](index=6&type=section&id=D.%20RISK%20FACTORS) This section outlines significant risks related to the company's business, industry, and securities, emphasizing speculative investment aspects [Risks Related to Our Business and Industry](index=6&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) This section details operational, economic, and external risks impacting the company's core business and market position - The business is inherently susceptible to cyclical fluctuations of the solvent, chemical, petroleum, and edible oil product industries, which could reduce demand and profitability[31](index=31&type=chunk) - Over **80%** of revenue for FY2025 and FY2024 was derived from customers in Singapore, making the business highly dependent on Singapore's economic conditions[34](index=34&type=chunk) - Continued success is dependent on key management personnel (e.g., Mr. Lim Chwee Poh) and skilled labor; inability to retain or attract replacements could severely disrupt business[41](index=41&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) - The company faces risks from major defects or failures in products/services, prolonged machine/vehicle downtime, and disputes/claims arising from accidents, potentially damaging reputation and profitability[49](index=49&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - Increased competition, significant dependence on major customers (top five accounted for **26.5%** and **30.0%** of revenue in FY2025 and FY2024), and reliance on key suppliers pose risks to market share and business relationships[56](index=56&type=chunk)[59](index=59&type=chunk)[62](index=62&type=chunk) - External factors like the war in Ukraine, tariffs, and other uncontrollable events (e.g., epidemics, political unrest) could materially and adversely affect business and profit margins[80](index=80&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) [Risks Related to Our Securities](index=15&type=section&id=Risks%20Related%20to%20Our%20Securities) This section addresses potential market, liquidity, tax, and governance risks associated with the company's Ordinary Shares - If an active trading market for Ordinary Shares does not continue, the market price and liquidity may be materially and adversely affected[86](index=86&type=chunk) - Failure to meet Nasdaq listing requirements could lead to delisting, resulting in reduced liquidity, potential 'penny stock' classification, and decreased ability to raise capital[88](index=88&type=chunk)[92](index=92&type=chunk) - The trading price of Ordinary Shares may be volatile due to factors like fluctuations in revenues/earnings, changes in analyst estimates, key personnel changes, and sales of additional equity securities[89](index=89&type=chunk)[93](index=93&type=chunk) - The company does not expect to pay dividends in the foreseeable future, requiring investors to rely on price appreciation for returns[96](index=96&type=chunk) - There is a possibility of being classified as a Passive Foreign Investment Company (PFIC), which could lead to increased U.S. federal income tax liability for U.S. taxpayers[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - As a Cayman Islands company and foreign private issuer, the company follows home country corporate governance practices, which may afford less protection to shareholders than Nasdaq standards[102](index=102&type=chunk)[105](index=105&type=chunk)[108](index=108&type=chunk) - Enforcing U.S. judgments against the company or its non-U.S. directors/officers may be difficult due to its Cayman Islands incorporation and location of assets outside the U.S[106](index=106&type=chunk)[111](index=111&type=chunk) - The Ordinary Shares could be delisted under the HFCA Act if the PCAOB is unable to inspect the company's auditors, who are located in Singapore[118](index=118&type=chunk)[119](index=119&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=22&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) JBDI Holdings Limited, a Cayman Islands company, operates through its Singaporean subsidiaries, specializing in reconditioned and new containers and wastewater treatment - JBDI Holdings Limited was incorporated in the Cayman Islands on October 11, 2022, and operates through its wholly-owned subsidiaries JBDI Investments, Jurong Barrels, and JBD Systems[121](index=121&type=chunk)[123](index=123&type=chunk) - The company's business originated in 1976, with Jurong Barrels & Drums Industries Pte. Ltd. established in 1983, and JBD Systems Pte. Ltd. venturing into wastewater treatment in 2017[131](index=131&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - The Singapore drum reconditioning market, valued at **S$174.2 million** in 2023, is projected to grow to **S$207.5 million** by 2027 (CAGR **4.5%**), driven by thriving downstream demand, economic efficiency, environmental consciousness, and Singapore's role as a transportation hub[149](index=149&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) - Key market trends include automation in operations, market consolidation, geographical expansion, and growing adoption of lean management[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) - The company is a leading supplier of reconditioned and new containers in Singapore, with over **70%** of revenue from these sales in FY2025 and FY2024, and also provides reconditioning, disposal, collection/delivery, and wastewater treatment services[166](index=166&type=chunk)[167](index=167&type=chunk) - Strategic objectives include increasing storage, diversifying container range for new industries (semiconductor, shipyard), exploring strategic acquisitions/joint ventures, strengthening ESG (e.g., solar panels, electric trucks), and automating reconditioning processes[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - The company holds ISO 9001 accreditation for quality management and various NEA/SCDF/SPF licenses for handling toxic waste, hazardous substances, and transportation, demonstrating commitment to quality, environmental protection, and safety[182](index=182&type=chunk)[206](index=206&type=chunk)[231](index=231&type=chunk)[233](index=233&type=chunk) - As of May 31, 2025, the company had **104** employees, with over **25%** having worked for over **10** years, and over **50%** being foreign employees[238](index=238&type=chunk)[239](index=239&type=chunk) - The company is subject to extensive Singaporean regulations covering electrical installations, explosive precursors, trade effluent discharge, toxic industrial waste, hazardous substances, motor vehicles, personal data, industrial noise, workplace health and safety, and employment[243](index=243&type=chunk)[244](index=244&type=chunk)[246](index=246&type=chunk)[250](index=250&type=chunk)[255](index=255&type=chunk)[258](index=258&type=chunk)[266](index=266&type=chunk)[268](index=268&type=chunk)[282](index=282&type=chunk)[289](index=289&type=chunk)[291](index=291&type=chunk)[309](index=309&type=chunk)[315](index=315&type=chunk) [CORPORATE HISTORY AND STRUCTURE](index=22&type=section&id=CORPORATE%20HISTORY%20AND%20STRUCTURE) This section traces the company's origins and outlines its current corporate and subsidiary structure [Entities](index=23&type=section&id=Entities) This section lists the key operating entities within the company's corporate structure [Key Milestones](index=23&type=section&id=Key%20Milestones) This section highlights significant historical achievements and developments in the company's journey [INDUSTRY AND MARKET OVERVIEW](index=24&type=section&id=INDUSTRY%20AND%20MARKET%20OVERVIEW) This section analyzes the macroeconomic environment in Singapore and the dynamics of the drum reconditioning market [OVERVIEW OF MACRO ECONOMIC ENVIRONMENT IN SINGAPORE](index=24&type=section&id=OVERVIEW%20OF%20MACRO%20ECONOMIC%20ENVIRONMENT%20IN%20SINGAPORE) This section provides context on the broader economic conditions influencing the company's operations in Singapore [OVERVIEW OF DRUM RECONDITIONING MARKET IN SINGAPORE](index=25&type=section&id=OVERVIEW%20OF%20DRUM%20RECONDITIONING%20MARKET%20IN%20SINGAPORE) This section examines market drivers, key trends, and competitive landscape within the Singaporean drum reconditioning sector [Market Drivers Analysis](index=27&type=section&id=Market%20Drivers%20Analysis) This section identifies the primary factors propelling demand and growth in the drum reconditioning market [Key Trends](index=28&type=section&id=Key%20Trends) This section highlights significant emerging patterns and developments shaping the industry [Competition Overview](index=28&type=section&id=Competition%20Overview) This section provides an analysis of the competitive landscape and market dynamics [Factors of Competition](index=28&type=section&id=Factors%20of%20Competition) This section details the key elements influencing competitive intensity in the market [Entry Barriers](index=29&type=section&id=Entry%20Barriers) This section describes obstacles new entrants face when attempting to join the industry [OUR BUSINESS OPERATIONS](index=29&type=section&id=OUR%20BUSINESS%20OPERATIONS) This section describes the company's core activities, products, services, customer relationships, and operational management [Overview](index=29&type=section&id=Overview) This section provides a general description of the company's business activities and scope [History and Development](index=30&type=section&id=History%20and%20Development) This section traces the evolution and growth of the company's operational capabilities [Our Products](index=31&type=section&id=Our%20Products) This section details the range of reconditioned and new containers offered by the company [Reconditioned Containers](index=32&type=section&id=Reconditioned%20Containers) This section focuses on the processes and offerings related to reconditioned containers [New Containers](index=32&type=section&id=New%20Containers) This section describes the company's business segment involving the sale of new containers [Our Services](index=32&type=section&id=Our%20Services) This section outlines the various services provided, including disposal, collection, delivery, and wastewater treatment [Disposal and collection/delivery services](index=32&type=section&id=Disposal%20and%20collection%2Fdelivery%20services) This section details the logistics and waste management services offered [Wastewater treatment services](index=33&type=section&id=Wastewater%20treatment%20services) This section describes the specialized environmental services provided by the company [Our by-products](index=33&type=section&id=Our%20by-products) This section discusses the secondary materials generated and sold from the company's operations [Our customers](index=33&type=section&id=Our%20customers) This section identifies the primary customer segments and their industries [Sales Process Flow](index=34&type=section&id=Sales%20Process%20Flow) This section illustrates the step-by-step procedure for customer engagement and sales execution [Sales and Marketing](index=35&type=section&id=Sales%20and%20Marketing) This section describes the strategies and activities used to promote products and services [Inventory](index=35&type=section&id=Inventory) This section details the management and composition of the company's stock of goods [Machinery and vehicles](index=35&type=section&id=Machinery%20and%20vehicles) This section lists the key operational assets used in production and logistics [Real Property and Equipment](index=36&type=section&id=Real%20Property%20and%20Equipment) This section provides information on the company's fixed assets and facilities [Licenses and Permits](index=36&type=section&id=Licenses%20and%20Permits) This section lists the necessary regulatory approvals for the company's operations [Competitive Strengths](index=37&type=section&id=Competitive%20Strengths) This section highlights the company's distinct advantages in the market [Business strategies](index=38&type=section&id=Business%20strategies) This section outlines the company's plans for future growth and operational improvement [Quality Assurance](index=39&type=section&id=Quality%20Assurance) This section describes the measures taken to ensure product and service quality [Production management](index=40&type=section&id=Production%20management) This section details the processes and oversight of manufacturing operations [Materials procurement](index=40&type=section&id=Materials%20procurement) This section explains the methods for sourcing raw materials and supplies [Relationship with our customers](index=40&type=section&id=Relationship%20with%20our%20customers) This section describes how the company builds and maintains client relationships [Environmental Protection](index=40&type=section&id=Environmental%20Protection) This section details the company's policies and practices for environmental stewardship [Workplace Health and Safety](index=41&type=section&id=Workplace%20Health%20and%20Safety) This section outlines the measures implemented to ensure employee well-being and safety [Competition](index=41&type=section&id=Competition) This section provides an analysis of the competitive landscape and market positioning [Intellectual Property](index=42&type=section&id=Intellectual%20Property) This section discusses the company's intangible assets and their protection [Employees](index=42&type=section&id=Employees) This section provides an overview of the company's workforce and human capital management [Insurance](index=42&type=section&id=Insurance) This section details the company's insurance coverage for various operational risks [Litigation and Other Legal Proceedings](index=42&type=section&id=Litigation%20and%20Other%20Legal%20Proceedings) This section summarizes any ongoing or potential legal disputes [Impact of COVID-19 on our business](index=42&type=section&id=Impact%20of%20COVID-19%20on%20our%20business) This section assesses the effects of the pandemic on the company's operations and financial performance [REGULATORY ENVIRONMENT](index=42&type=section&id=REGULATORY%20ENVIRONMENT) This section describes the extensive legal and regulatory framework governing the company's operations in Singapore [Laws and Regulations Relating To Our Business In Singapore](index=42&type=section&id=Laws%20and%20Regulations%20Relating%20To%20Our%20Business%20In%20Singapore) This section provides an overview of the legal framework specific to the company's operations in Singapore [Laws and regulations relating to electrical installations](index=43&type=section&id=Laws%20and%20regulations%20relating%20to%20electrical%20installations) This section details the rules governing electrical systems and safety [Laws and regulations relating to explosive precursors](index=43&type=section&id=Laws%20and%20regulations%20relating%20to%20explosive%20precursors) This section outlines the regulations concerning the handling of substances that can be used to make explosives [Laws and regulations relating to discharge of trade effluent](index=44&type=section&id=Laws%20and%20regulations%20relating%20to%20discharge%20of%20trade%20effluent) This section specifies the rules for managing and discharging industrial wastewater [Laws and regulations relating to toxic industrial waste](index=44&type=section&id=Laws%20and%20regulations%20relating%20to%20toxic%20industrial%20waste) This section details the legal framework for managing and transporting hazardous industrial waste [Laws and regulations relating to collection of toxic waste](index=44&type=section&id=Laws%20and%20regulations%20relating%20to%20collection%20of%20toxic%20waste) This section specifies the rules for gathering hazardous waste materials [Laws and regulations relating to transportation of toxic industrial waste](index=44&type=section&id=Laws%20and%20regulations%20relating%20to%20transportation%20of%20toxic%20industrial%20waste) This section outlines the regulations for moving hazardous industrial waste [Laws and regulations relating to storage and use of hazardous substances](index=45&type=section&id=Laws%20and%20regulations%20relating%20to%20storage%20and%20use%20of%20hazardous%20substances) This section details the rules for safely storing and utilizing dangerous materials [Laws and regulations relating to motor vehicles](index=45&type=section&id=Laws%20and%20regulations%20relating%20to%20motor%20vehicles) This section covers the legal requirements for operating vehicles, including parking, expressways, and third-party risks [Parking Places Act 1974 ("PPA 1974") of Singapore](index=46&type=section&id=Parking%20Places%20Act%201974%20%28%22PPA%201974%22%29%20of%20Singapore) This section details regulations concerning parking facilities and enforcement [Road Traffic (Expressways - Excluded Vehicles) Rules 2010 ("EEVR 2010") of Singapore](index=46&type=section&id=Road%20Traffic%20%28Expressways%20-%20Excluded%20Vehicles%29%20Rules%202010%20%28%22EEVR%202010%22%29%20of%20Singapore) This section specifies rules for vehicles prohibited or restricted on expressways [Motor Vehicles (Third-Party Risks and Compensation) Act 1960 ("MVA 1960") of Singapore](index=47&type=section&id=Motor%20Vehicles%20%28Third-Party%20Risks%20and%20Compensation%29%20Act%201960%20%28%22MVA%201960%22%29%20of%20Singapore) This section outlines legal requirements for motor vehicle insurance and accident compensation [Laws and regulations relating to Personal Data](index=48&type=section&id=Laws%20and%20regulations%20relating%20to%20Personal%20Data) This section details the legal framework for protecting personal information [Laws and regulations relating to industrial noise control and nuisances](index=49&type=section&id=Laws%20and%20regulations%20relating%20to%20industrial%20noise%20control%20and%20nuisances) This section specifies rules for managing noise levels and preventing public disturbances from industrial operations [Laws and regulations relating to workplace health and safety](index=49&type=section&id=Laws%20and%20regulations%20relating%20to%20workplace%20health%20and%20safety) This section covers the legal requirements for ensuring a safe and healthy work environment [Workplace Safety and Health (General Provisions) Regulations 2006 of Singapore ("WSHR 2006")](index=51&type=section&id=Workplace%20Safety%20and%20Health%20%28General%20Provisions%29%20Regulations%202006%20of%20Singapore%20%28%22WSHR%202006%22%29) This section provides general rules for workplace safety and health [Workplace Safety and Health (Risk Management) Regulations 2006 of Singapore ("Risk Management Regulations 2006")](index=52&type=section&id=Workplace%20Safety%20and%20Health%20%28Risk%20Management%29%20Regulations%202006%20of%20Singapore%20%28%22Risk%20Management%20Regulations%202006%22%29) This section outlines requirements for identifying, assessing, and controlling workplace risks [Work Injury Compensation Act 2019 of Singapore ("WICA 2019")](index=52&type=section&id=Work%20Injury%20Compensation%20Act%202019%20of%20Singapore%20%28%22WICA%202019%22%29) This section details the legal framework for compensating employees for work-related injuries or diseases [Laws and regulations relating to employment](index=52&type=section&id=Laws%20and%20regulations%20relating%20to%20employment) This section covers the legal framework for employment practices, including foreign manpower and benefits [Employment of Foreign Manpower Act 1990 of Singapore ("EFMA 1990")](index=53&type=section&id=Employment%20of%20Foreign%20Manpower%20Act%201990%20of%20Singapore%20%28%22EFMA%201990%22%29) This section regulates the employment of non-Singaporean workers [Required safety courses](index=54&type=section&id=Required%20safety%20courses) This section lists mandatory training programs for workplace safety [Other employment-related benefits prescribed by Singapore law](index=54&type=section&id=Other%20employment-related%20benefits%20prescribed%20by%20Singapore%20law) This section details additional statutory benefits for employees [Central Provident Fund Act 1953 ("CPFA 1953") of Singapore](index=54&type=section&id=Central%20Provident%20Fund%20Act%201953%20%28%22CPFA%201953%22%29%20of%20Singapore) This section governs the national social security savings scheme [Laws and regulations relating to exports](index=55&type=section&id=Laws%20and%20regulations%20relating%20to%20exports) This section details the legal requirements for exporting goods [Laws and regulations relating to COVID-19 and infectious diseases](index=55&type=section&id=Laws%20and%20regulations%20relating%20to%20COVID-19%20and%20infectious%20diseases) This section covers the regulatory responses and measures related to public health crises [Easing of COVID-19 safe management measures at the workplace](index=56&type=section&id=Easing%20of%20COVID-19%20safe%20management%20measures%20at%20the%20workplace) This section describes the relaxation of pandemic-related safety protocols in work environments [ITEM 4A. UNRESOLVED STAFF COMMENTS](index=56&type=section&id=ITEM%204A.%20UNRESOLVED%20STAFF%20COMMENTS) This item is marked as 'Not Applicable,' indicating there are no unresolved staff comments from the SEC regarding the company's filings - This item is marked as 'Not Applicable,' indicating no unresolved staff comments from the SEC[339](index=339&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=57&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) JBDI Holdings Limited, a Cayman Islands holding company, conducts operations through Singaporean subsidiaries, reporting a net loss in FY2025 due to decreased sales and increased IPO-related fees - JBDI Holdings Limited operates through its Singaporean subsidiaries, with total revenue of approximately **$8.4 million** in FY2025 and **$9.4 million** in FY2024[341](index=341&type=chunk)[342](index=342&type=chunk) **Net Income (Loss) (in $'000):** | Year | Net Income (Loss) | | :--- | :--- | | FY2025 | (2,720) | | FY2024 | (977) | | FY2023 | 806 | **Total Revenue by Segment (in $'000):** | Revenue Source | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Sales of reconditioned Containers | 5,326 | 6,311 | 8,021 | | Sales of new Containers | 755 | 664 | 505 | | Reconditioning services | 1,073 | 1,136 | 1,365 | | Waste water equipment services | - | 9 | 109 | | Sales of recycled materials and services | 1,291 | 1,274 | 1,122 | | **Total** | **8,445** | **9,394** | **11,122** | **Gross Profit and Margin:** | Year | Gross Profit ($'000) | Gross Profit Margin | | :--- | :--- | :--- | | FY2025 | 3,356 | 39.7% | | FY2024 | 4,275 | 45.5% | | FY2023 | 7,598 | 68.3% | - Administrative expenses increased significantly in FY2025 to **$6.1 million** (from **$5.4 million** in FY2024), primarily due to a **$1.6 million** increase in legal and professional fees related to the IPO[365](index=365&type=chunk)[367](index=367&type=chunk) **Cash Flows from Operating Activities (in $'000):** | Year | Net Cash Provided by (Used in) Operating Activities | | :--- | :--- | | FY2025 | (3,367) | | FY2024 | 1,000 | | FY2023 | 1,657 | - The company believes it has sufficient working capital for at least the next **12 months**, considering cash and cash equivalents on hand and cash flows from operations[422](index=422&type=chunk) **Bank Indebtedness (in $'000):** | Year | Term Loans | | :--- | :--- | | FY2025 | 236 | | FY2024 | 606 | *All bank borrowings bear a fixed annual interest rate of 2.0% and mature in December 2025. The company is not in compliance with certain financial covenant clauses.* [OVERVIEW](index=57&type=section&id=OVERVIEW) This section provides a general overview of the company's operating and financial performance [KEY FACTORS AFFECTING THE RESULTS OF OUR GROUP'S OPERATIONS](index=58&type=section&id=KEY%20FACTORS%20AFFECTING%20THE%20RESULTS%20OF%20OUR%20GROUP%27S%20OPERATIONS) This section identifies the primary internal and external factors influencing the company's financial results [Description and Analysis of Principal Components of Our Results of Operations](index=58&type=section&id=Description%20and%20Analysis%20of%20Principal%20Components%20of%20Our%20Results%20of%20Operations) This section analyzes the main elements contributing to the company's financial performance [Comparison of operating results for the financial years ended May 31, 2025 and 2024](index=59&type=section&id=Comparison%20of%20operating%20results%20for%20the%20financial%20years%20ended%20May%2031%2C%202025%20and%202024) This section compares the company's operating results for the financial years 2025 and 2024 [Revenue](index=59&type=section&id=Revenue) This section details the company's revenue performance for the period [Revenue by geographic location](index=59&type=section&id=Revenue%20by%20geographic%20location) This section breaks down the company's revenue based on the geographic location of its customers [Singapore](index=60&type=section&id=Singapore) This section details revenue generated from customers located in Singapore [Indonesia](index=60&type=section&id=Indonesia) This section details revenue generated from customers located in Indonesia [Malaysia and other countries](index=60&type=section&id=Malaysia%20and%20other%20countries) This section details revenue generated from customers located in Malaysia and other international markets [Cost of revenue](index=60&type=section&id=Cost%20of%20revenue) This section outlines the direct costs associated with generating the company's revenue [Gross profit and gross profit margin](index=60&type=section&id=Gross%20profit%20and%20gross%20profit%20margin) This section presents the company's gross profit and its corresponding margin [Selling and distribution expenses](index=61&type=section&id=Selling%20and%20distribution%20expenses) This section details the costs incurred for selling and distributing the company's products and services [Administrative expenses](index=61&type=section&id=Administrative%20expenses) This section outlines the general and administrative costs of the company's operations [Other Income, Net](index=62&type=section&id=Other%20Income%2C%20Net) This section reports the company's other income and expenses, net of related items [Income Tax Expenses](index=62&type=section&id=Income%20Tax%20Expenses) This section details the company's income tax expenses for the period [Net Loss](index=62&type=section&id=Net%20Loss) This section presents the company's net loss for the period [Comparison of operating results for the financial years ended May 31, 2024 and 2023](index=63&type=section&id=Comparison%20of%20operating%20results%20for%20the%20financial%20years%20ended%20May%2031%2C%202024%20and%202023) This section compares the company's operating results for the financial years 2024 and 2023 [Revenue](index=63&type=section&id=Revenue) This section details the company's revenue performance for the period [Revenue by geographic location](index=63&type=section&id=Revenue%20by%20geographic%20location) This section breaks down the company's revenue based on the geographic location of its customers [Singapore](index=64&type=section&id=Singapore) This section details revenue generated from customers located in Singapore [Indonesia](index=64&type=section&id=Indonesia) This section details revenue generated from customers located in Indonesia [Malaysia and other countries](index=64&type=section&id=Malaysia%20and%20other%20countries) This section details revenue generated from customers located in Malaysia and other international markets [Cost of revenue](index=64&type=section&id=Cost%20of%20revenue) This section outlines the direct costs associated with generating the company's revenue [Gross profit and gross profit margin](index=64&type=section&id=Gross%20profit%20and%20gross%20profit%20margin) This section presents the company's gross profit and its corresponding margin [Selling and distribution expenses](index=65&type=section&id=Selling%20and%20distribution%20expenses) This section details the costs incurred for selling and distributing the company's products and services [Administrative expenses](index=65&type=section&id=Administrative%20expenses) This section outlines the general and administrative costs of the company's operations [Other Income, Net](index=66&type=section&id=Other%20Income%2C%20Net) This section reports the company's other income and expenses, net of related items [Income Tax Expenses](index=66&type=section&id=Income%20Tax%20Expenses) This section details the company's income tax expenses for the period [Net Income (Loss)](index=66&type=section&id=Net%20Income%20%28Loss%29) This section presents the company's net income or loss for the period [Liquidity and Capital Resources](index=66&type=section&id=Liquidity%20and%20Capital%20Resources) This section analyzes the company's ability to generate and manage cash, including cash flows, accounts, and indebtedness [Cash flows](index=67&type=section&id=Cash%20flows) This section provides an overview of the company's cash inflows and outflows [Cash flows from operating activities](index=67&type=section&id=Cash%20flows%20from%20operating%20activities) This section details the cash generated or used by the company's primary business operations [Cash flows used in investing activities](index=68&type=section&id=Cash%20flows%20used%20in%20investing%20activities) This section outlines the cash utilized for acquiring or disposing of long-term assets [Cash flows used in financing activities](index=68&type=section&id=Cash%20flows%20used%20in%20financing%20activities) This section details the cash flows related to debt, equity, and dividend transactions [Accounts receivable, net](index=68&type=section&id=Accounts%20receivable%2C%20net) This section presents the net amount of money owed to the company by its customers [Accounts payable](index=69&type=section&id=Accounts%20payable) This section details the amounts the company owes to its suppliers and other creditors [Material Cash Requirements](index=69&type=section&id=Material%20Cash%20Requirements) This section outlines significant future cash obligations and needs of the company [Bank Indebtedness](index=69&type=section&id=Bank%20Indebtedness) This section details the company's outstanding loans and other obligations to banks [Capital commitments](index=70&type=section&id=Capital%20commitments) This section outlines the company's future obligations for capital expenditures [Off-Balance Sheet Transactions](index=70&type=section&id=Off-Balance%20Sheet%20Transactions) This section describes financial arrangements that are not recorded on the company's balance sheet [Critical Accounting Policies and Estimates](index=70&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines the key accounting policies and significant estimates that are crucial to the company's financial reporting [Use of Estimates and Assumptions](index=70&type=section&id=Use%20of%20Estimates%20and%20Assumptions) This section explains the role of management's judgments and assumptions in preparing financial statements [Basis of Consolidation](index=71&type=section&id=Basis%20of%20Consolidation) This section describes how the financial statements of subsidiaries are combined with the parent company [Foreign Currency Translation and Transactions](index=71&type=section&id=Foreign%20Currency%20Translation%20and%20Transactions) This section details the accounting treatment for transactions and financial statements denominated in foreign currencies [Cash and Cash Equivalents](index=71&type=section&id=Cash%20and%20Cash%20Equivalents) This section defines and outlines the accounting policy for cash and highly liquid investments [Accounts Receivable, net](index=71&type=section&id=Accounts%20Receivable%2C%20net) This section describes the accounting policy for trade receivables and the allowance for doubtful accounts [Inventories](index=72&type=section&id=Inventories) This section outlines the accounting policy for valuing and reporting the company's inventory [Property and Equipment, net](index=72&type=section&id=Property%20and%20Equipment%2C%20net) This section details the accounting policy for fixed assets, including depreciation and capitalization [Impairment of Long-Lived Assets](index=72&type=section&id=Impairment%20of%20Long-Lived%20Assets) This section describes the accounting policy for assessing and recognizing impairment losses on long-term assets [Revenue Recognition](index=72&type=section&id=Revenue%20Recognition) This section outlines the principles and methods used to recognize revenue from contracts with customers [Shipping and Handling Costs](index=73&type=section&id=Shipping%20and%20Handling%20Costs) This section details the accounting treatment for costs associated with shipping and handling activities [Sales and Marketing](index=73&type=section&id=Sales%20and%20Marketing) This section describes the accounting policy for expenses related to sales and marketing efforts [Government Grant](index=73&type=section&id=Government%20Grant) This section outlines the accounting policy for recognizing and presenting government grants [Comprehensive Income (Loss)](index=73&type=section&id=Comprehensive%20Income%20%28Loss%29) This section defines and explains the components of comprehensive income or loss [Income Taxes](index=73&type=section&id=Income%20Taxes) This section details the accounting policy for current and deferred income taxes [Leases](index=74&type=section&id=Leases) This section outlines the accounting policy for recognizing and measuring lease assets and liabilities [Retirement Plan Costs](index=74&type=section&id=Retirement%20Plan%20Costs) This section describes the accounting policy for expenses related to employee retirement plans [Segment Reporting](index=74&type=section&id=Segment%20Reporting) This section outlines the accounting policy for reporting financial information by business segment [Related Parties](index=74&type=section&id=Related%20Parties) This section describes the accounting policy for transactions and balances with related parties [Commitments and Contingencies](index=75&type=section&id=Commitments%20and%20Contingencies) This section outlines the accounting policy for disclosing future obligations and potential liabilities [Concentration of Credit Risk](index=75&type=section&id=Concentration%20of%20Credit%20Risk) This section describes the accounting policy for managing and disclosing credit risk concentrations [Liquidity Risk](index=75&type=section&id=Liquidity%20Risk) This section outlines the accounting policy for managing and disclosing the company's liquidity risk [Fair Value Measurement](index=76&type=section&id=Fair%20Value%20Measurement) This section describes the accounting policy for measuring assets and liabilities at fair value [Recent Accounting Pronouncements](index=76&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses recently issued accounting standards and their potential impact on the company's financial statements [Impact of Inflation](index=77&type=section&id=Impact%20of%20Inflation) This section assesses how inflationary pressures may affect the company's financial performance and operations [Seasonality](index=77&type=section&id=Seasonality) This section describes any seasonal patterns or fluctuations in the company's business operations [Quantitative and Qualitative Disclosures about Market Risk](index=77&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section provides information on the company's exposure to market risks and how they are managed [Interest Rate Risk](index=77&type=section&id=Interest%20Rate%20Risk) This section discusses the company's exposure to fluctuations in interest rates and its management strategies [Credit Risk](index=77&type=section&id=Credit%20Risk) This section outlines the company's exposure to credit risk and its policies for managing it [Liquidity Risk](index=77&type=section&id=Liquidity%20Risk) This section describes the company's exposure to liquidity risk and its strategies for maintaining sufficient cash flow [Foreign Exchange Risk](index=77&type=section&id=Foreign%20Exchange%20Risk) This section discusses the company's exposure to fluctuations in foreign currency exchange rates and its hedging strategies [ITEM 6. DIRECTORS, OFFICERS AND SENIOR MANAGEMENT](index=78&type=section&id=ITEM%206.%20DIRECTORS%2C%20OFFICERS%20AND%20SENIOR%20MANAGEMENT) This section lists the company's Directors and Executive Officers, detailing their experience, committee roles, compensation, and corporate governance practices **Directors, Officers and Senior Management:** | Name | Age | Title | | :--- | :--- | :--- | | Mr. Lim Chwee Poh | 71 | Executive Director and Chief Executive Officer | | Mr. Liang Zhao Rong | 38 | Executive Director and Chief Financial Officer | | Mr. Quek Che Wah | 59 | Deputy Chief Executive Officer | | Mr. Lim Tze Chong, Patrick | 44 | Operations Director | | Mr. Lim Tze Ming Kelvin | 41 | Sales Director | | Mr. Lim Kim Seng | 63 | Sales Director | | Mr. Han Yee Yen | 70 | Independent Director | | Mr. Chan Chin Hoong | 37 | Independent Director | | Mr. Soh Kar Liang | 56 | Independent Director | - Mr. Lim Chwee Poh, CEO, has over **51** years of experience and is responsible for business strategy and financial performance[487](index=487&type=chunk)[488](index=488&type=chunk) - The Board has established an audit committee (chaired by Mr. Han Yee Yen, designated as an 'audit committee financial expert'), a compensation committee (chaired by Mr. Chan Chin Hoong), and a nomination committee (chaired by Mr. Soh Kar Liang), all composed of independent directors[506](index=506&type=chunk)[508](index=508&type=chunk)[511](index=511&type=chunk)[516](index=516&type=chunk)[517](index=517&type=chunk)[518](index=518&type=chunk) - As a foreign private issuer, the company follows Cayman Islands corporate governance practices, which differ from some Nasdaq standards, such as shareholder approval requirements and independent director meetings[519](index=519&type=chunk)[522](index=522&type=chunk) **Summary Compensation for Key Executive Directors (S$'000):** | Name | Year | Salary | Bonus | | :--- | :--- | :--- | :--- | | Mr. Lim Chwee Poh | 2025 | 334 | - | | Mr. Liang Zhao Rong | 2025 | 98 | 8 | | Mr. Quek Che Wah | 2025 | 98 | 8 | | Mr. Lim Tze Chong, Patrick | 2025 | 167 | 8 | | Mr. Lim Tze Ming, Kelvin | 2025 | 98 | 8 | | Mr. Lim Kim Seng | 2025 | 181 | 13 | [6.A. Directors and Executive Officers](index=78&type=section&id=6.A.%20Directors%20and%20Executive%20Officers) This section provides a list of the company's directors and executive officers, including their ages and positions [Independent Directors](index=80&type=section&id=Independent%20Directors) This section identifies the independent members of the Board of Directors [Committees of our Board of Directors](index=81&type=section&id=Committees%20of%20our%20Board%20of%20Directors) This section describes the various committees established by the Board of Directors and their respective functions [Audit committee](index=81&type=section&id=Audit%20committee) This section details the composition, responsibilities, and activities of the audit committee [Compensation committee](index=82&type=section&id=Compensation%20committee) This section outlines the composition, responsibilities, and activities of the compensation committee [Nomination committee](index=83&type=section&id=Nomination%20committee) This section describes the composition, responsibilities, and activities of the nomination committee [Foreign Private Issuer Status](index=83&type=section&id=Foreign%20Private%20Issuer%20Status) This section explains the company's status as a foreign private issuer and its implications for regulatory compliance [Code of Conduct and Code of Ethics](index=83&type=section&id=Code%20of%20Conduct%20and%20Code%20of%20Ethics) This section describes the company's adopted code of conduct and ethics for its directors, officers, and employees [Compensation of Directors and Executive Officers](index=84&type=section&id=Compensation%20of%20Directors%20and%20Executive%20Officers) This section details the remuneration provided to the company's directors and executive officers [Summary Compensation Table](index=84&type=section&id=Summary%20Compensation%20Table) This section provides a tabular summary of the compensation paid to the company's named executive officers [Employment Agreements](index=84&type=section&id=Employment%20Agreements) This section outlines the key terms and conditions of employment agreements with the company's executive officers [Directors'Agreements](index=85&type=section&id=Directors%27Agreements) This section details the agreements in place with the company's directors [ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS](index=85&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the beneficial ownership of the company's capital stock and outlines material related party transactions **Major Shareholders (as of Report Date):** | Name of Beneficial Owners | Number of Ordinary Shares | Percentage | | :--- | :--- | :--- | | E U Holdings Pte. Ltd. | 7,895,820 | 41.49% | | Ms. Siow Kim Lian | 2,497,148 | 13.12% | | Mr. Lim Tze Chong, Patrick | 2,497,148 | 13.12% | | Mr. Lim Chwee Poh | 833,584 | 4.38% | | Mr. Lim Kim Seng | 833,584 | 4.38% | | All Directors and Executive Officers as a group | 4,164,316 | 21.88% | *Controlling Shareholders (E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC) collectively own approximately 73.5% of total issued and outstanding Ordinary Shares.* **Related Party Transactions (in $'000):** | Nature of transactions | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | KDS Steel Pte Ltd - Logistics services | 1,209 | 802 | 789 | | KDS Steel Pte Ltd - Utilities | 69 | 71 | 72 | | E U Holdings Pte. Ltd. - Management fees | 90 | 267 | 263 | | E U Holdings Pte. Ltd. - Professional fees | 664 | - | - | | INNEOVA Industrial Pte Ltd - Sales | 1 | 1 | - | | INNEOVA Industrial Pte Ltd - Upkeep of machinery | - | * | - | | INNEOVA Industrial Pte Ltd - Upkeep of motor vehicles | - | * | - | *Figures marked with '*' are insignificant.* [Related Party Transactions](index=87&type=section&id=Related%20Party%20Transactions) This section details transactions and relationships between the company and its related parties [INTERESTS OF EXPERTS AND COUNSEL](index=87&type=section&id=INTERESTS%20OF%20EXPERTS%20AND%20COUNSEL) This section discloses any interests held by experts and legal counsel involved in the report [LEGAL PROCEEDINGS](index=87&type=section&id=LEGAL%20PROCEEDINGS) This section summarizes any ongoing or potential legal actions involving the company [ITEM 8. FINANCIAL INFORMATION](index=87&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This item refers to the company's Consolidated Financial Statements, which are presented in full under Item 18 of this Annual Report - The Consolidated Financial Statements are presented under Item 18 of this Annual Report[542](index=542&type=chunk) [Financial Statements](index=87&type=section&id=Financial%20Statements) This section indicates where the company's financial statements can be found within the report [ITEM 9. THE OFFER AND LISTING](index=87&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) The company's Ordinary Shares began trading on the Nasdaq Capital Market on August 27, 2024, under the symbol 'JBDI' - Ordinary Shares commenced trading on the Nasdaq Capital Market on August 27, 2024, under the trading symbol 'JBDI'[542](index=542&type=chunk) - VStock Transfer, LLC is the transfer agent and registrar for the Ordinary Shares[543](index=543&type=chunk) [Offer and Listing Details](index=87&type=section&id=Offer%20and%20Listing%20Details) This section provides information regarding the company's public offering and stock exchange listing [Transfer Agent](index=87&type=section&id=Transfer%20Agent) This section identifies the transfer agent responsible for maintaining the company's shareholder records [ITEM 10. ADDITIONAL INFORMATION](index=87&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's corporate governance, share rights, dividend policy, and tax considerations as a Cayman Islands entity - The company is a Cayman Islands exempted company, governed by its Memorandum and Articles of Association and Cayman Islands law[544](index=544&type=chunk) - Authorized share capital is **$500,000**, divided into **1,000,000,000** ordinary shares of **$0.0005** par value each, following a **1:2** forward stock split on February 7, 2024[546](index=546&type=chunk) - Dividends can be declared from profits or share premium, subject to the company's ability to pay debts; unclaimed dividends for **six** years may be forfeited[549](index=549&type=chunk)[555](index=555&type=chunk) - Shareholders have one vote per fully paid share on a poll, and one vote on a show of hands; the Board can decline to register transfers of non-fully paid shares or shares with restrictions[557](index=557&type=chunk)[561](index=561&type=chunk) - Shareholders have no general right to inspect corporate records, but may do so by ordinary resolution[581](index=581&type=chunk)[583](index=583&type=chunk) - The company has adopted a dividend policy considering operating results, cash flow, business conditions, and capital requirements, but currently has no predetermined distribution ratio[586](index=586&type=chunk) - The Cayman Islands levies no taxes on profits, income, gains, or appreciation, and there are no exchange controls; the company has a **20-year** tax concession from the Cayman Islands government[594](index=594&type=chunk)[595](index=595&type=chunk) - The company does not expect to be classified as a Passive Foreign Investment Company (PFIC) for the current or foreseeable future, but this determination is annual and subject to change[607](index=607&type=chunk)[608](index=608&type=chunk) [Ordinary Shares](index=88&type=section&id=Ordinary%20Shares) This section describes the characteristics and rights associated with the company's ordinary shares [Dividends](index=88&type=section&id=Dividends) This section outlines the company's policy and procedures regarding dividend payments [Voting Rights](index=89&type=section&id=Voting%20Rights) This section details the voting rights of the company's shareholders [Transfer of Ordinary Shares](index=89&type=section&id=Transfer%20of%20Ordinary%20Shares) This section describes the procedures and restrictions related to transferring the company's ordinary shares [Procedures on liquidation](index=90&type=section&id=Procedures%20on%20liquidation) This section outlines the processes and priorities for distributing assets in the event of the company's liquidation [Calls on Ordinary Shares and Forfeiture of Ordinary Shares](index=90&type=section&id=Calls%20on%20Ordinary%20Shares%20and%20Forfeiture%20of%20Ordinary%20Shares) This section describes the company's rights to call for unpaid share capital and the consequences of forfeiture [Redemption of Ordinary Shares](index=91&type=section&id=Redemption%20of%20Ordinary%20Shares) This section outlines the conditions and procedures under which the company may redeem its ordinary shares [Variations of Rights of Shares](index=91&type=section&id=Variations%20of%20Rights%20of%20Shares) This section describes the process for altering the rights attached to different classes of shares [General Meetings of Shareholders](index=92&type=section&id=General%20Meetings%20of%20Shareholders) This section details the rules and procedures for convening and conducting shareholder meetings [Inspection of Books and Records](index=92&type=section&id=Inspection%20of%20Books%20and%20Records) This section outlines the rights of shareholders to inspect the company's books and records [Material Contracts](index=93&type=section&id=Material%20Contracts) This section lists and describes any significant contracts entered into by the company [Dividends and Dividend Policy](index=93&type=section&id=Dividends%20and%20Dividend%20Policy) This section outlines the company's approach to dividend distributions and the factors influencing them [Enforceability Of Civil Liabilities](index=93&type=section&id=Enforceability%20Of%20Civil%20Liabilities) This section discusses the challenges and limitations in enforcing civil judgments against the company or its officers [Exchange Controls](index=93&type=section&id=Exchange%20Controls) This section describes any governmental regulations affecting the transfer of currency or securities [Material Income Tax Considerations](index=93&type=section&id=Material%20Income%20Tax%20Considerations) This section provides an overview of the significant income tax implications for the company and its shareholders [Cayman Islands Tax Considerations](index=94&type=section&id=Cayman%20Islands%20Tax%20Considerations) This section outlines the tax environment and implications under Cayman Islands law [United States Federal Income Tax Considerations](index=94&type=section&id=United%20States%20Federal%20Income%20Tax%20Considerations) This section discusses the U.S. federal income tax implications for investors in the company's securities [Documents on Display](index=97&type=section&id=Documents%20on%20Display) This section lists the documents that are available for public inspection [ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=98&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks including interest rate, credit, liquidity, and foreign exchange risks, which are managed through various strategies - The company is exposed to interest rate risk, credit risk, liquidity risk, and foreign exchange risk[481](index=481&type=chunk)[482](index=482&type=chunk)[483](index=483&type=chunk)[484](index=484&type=chunk) - Interest rate risk is currently not significant due to a lack of outstanding short-term loans[620](index=620&type=chunk) - Credit risk is managed through credit approvals, limits, and monitoring, with concentration risk identified for major customers and vendors[482](index=482&type=chunk)[127](index=127&type=chunk) - Liquidity risk is managed by ensuring sufficient cash to meet financial obligations under normal and stressed conditions[483](index=483&type=chunk)[794](index=794&type=chunk) - Foreign exchange risk exists due to the majority of revenues and costs being in Singapore Dollars, while the reporting currency is United States Dollar[484](index=484&type=chunk)[793](index=793&type=chunk) [Interest Rate Risk](index=98&type=section&id=Interest%20Rate%20Risk) This section discusses the company's exposure to fluctuations in interest rates and its management strategies [Foreign Currency Exchange Rates](index=98&type=section&id=Foreign%20Currency%20Exchange%20Rates) This section details the company's exposure to foreign currency exchange rate fluctuations [ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES](index=98&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) This item is marked as 'Not applicable,' indicating that the company does not have other types of securities to describe beyond its equity securities - This item is not applicable, as the company does not have securities other than equity securities to describe[622](index=622&type=chunk) [PART II](index=98&type=section&id=PART%20II) This section addresses corporate governance, auditor information, equity purchases, and cybersecurity disclosures [ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES](index=98&type=section&id=ITEM%2013.%20DEFAULTS%2C%20DIVIDEND%20ARREARAGES%20AND%20DELINQUENCIES) This item is marked as 'None,' indicating no defaults, dividend arrearages, or delinquencies - There are no defaults, dividend arrearages, or delinquencies to report[623](index=623&type=chunk) [ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS](index=98&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) This item is marked as 'None,' indicating no material modifications to the rights of security holders or changes in the use of proceeds - There have been no material modifications to the rights of security holders or changes in the use of proceeds[623](index=623&type=chunk) [ITEM 15. CONTROLS AND PROCEDURES](index=98&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management evaluated disclosure controls as effective, but identified a material weakness in internal control over financial reporting due to insufficient accounting resources - Management concluded that disclosure controls and procedures were effective as of May 31, 2025[625](index=625&type=chunk) - As an emerging growth company, JBDI Holdings is exempt from the auditor attestation requirement for internal control over financial reporting under Section 404 of Sarbanes-Oxley[626](index=626&type=chunk) - A material weakness was identified in internal control over financial reporting due to a lack of sufficient full-time resources with appropriate accounting knowledge and experience for complex U.S. GAAP issues[629](index=629&type=chunk) - No changes in internal control over financial reporting materially affected or are reasonably likely to materially affect controls during the financial year ended May 31, 2025[630](index=630&type=chunk) [Management's Report on Internal Control over Financial Reporting](index=99&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) This section presents management's assessment of the effectiveness of the company's internal control over financial reporting [Changes in Internal Control over Financial Reporting](index=99&type=section&id=Changes%20in

Core Points - JBDI Holdings Limited announced that all proposed resolutions for shareholder approval were adopted at the Annual General Meeting held on June 9, 2025 [1] - The appointment of five directors was ratified at the AGM, along with the approval of YCM CPA Inc. as the independent registered public accounting firm for the fiscal year ending May 31, 2025 [2] Company Overview - JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, focusing on the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [3] - The company has nearly four decades of industry experience and is known for its quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services [3] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [3]

Core Viewpoint - JBDI Holdings Limited has regained compliance with Nasdaq's periodic filing requirements, allowing the company to focus on delivering long-term value to shareholders [1][2]. Company Overview - JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [3]. - The company has nearly four decades of industry experience and is known for its quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services [3]. - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [3]. Recent Developments - On June 5, 2025, JBDI filed its unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024, and 2023 with the Securities and Exchange Commission [2]. - The CEO, Mr. Lim Chwee Poh, expressed satisfaction in regaining full compliance with Nasdaq's listing requirements, emphasizing the company's focus on shareholder value [2].

Core Points - JBDI Holdings Limited has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) as of June 3, 2025, after previously failing to maintain a minimum bid price of $1.00 for 30 consecutive business days [1][2] - The company received a deficiency notice from Nasdaq on June 3, 2025, for not filing its interim balance sheet and income statement for the second quarter, thus violating Listing Rule 5250(c)(2) [4] - JBDI Holdings filed its unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024, and 2023 on June 5, 2025, and intends to notify Nasdaq of this filing to regain compliance with the listing rule [5] Company Overview - JBDI Holdings Limited specializes in environmentally friendly and efficient products and services, focusing on the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [7] - The company has nearly four decades of industry experience and is recognized for quality and reliability, offering a range of reconditioned steel and plastic drums, new containers, and ancillary services [7] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [7]

Company Overview - JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [3] - The company has nearly four decades of industry experience and has established a strong reputation for quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services [3] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [3] Share Repurchase Program - The board of directors of JBDI has approved a share repurchase program, allowing the company to repurchase up to US$1.0 million worth of its ordinary shares [1] - Proposed repurchases may occur on the open market at prevailing market prices, in privately negotiated transactions, in block trades, and through other legally permissible means, depending on market conditions [2] - The board will periodically review the share repurchase program and may authorize adjustments to its terms and size [2]

Core Points - JBDI Holdings Limited received a delinquency notification from Nasdaq for not meeting the $1.00 minimum bid price requirement for its ordinary shares [1][2] - The company has until June 10, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 for ten consecutive business days [1][2] - The notification does not immediately affect the trading of JBDI's ordinary shares, which continue to trade under the symbol "JBDI" [2] Company Overview - JBDI Holdings Limited specializes in environmentally friendly products and services, focusing on the revitalization, reconditioning, and recycling of drums and related containers in Singapore and Southeast Asia [3] - The company has nearly four decades of industry experience and is known for its quality and reliability in providing reconditioned steel and plastic drums, new containers, and ancillary services [3] - JBDI's mission is to help customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs [3]

Financial Performance and Revenue Sources - Over 80% of the company's revenue was derived from customers in Singapore during the financial years ended May 31, 2024 and 2023, indicating a strong reliance on the local market[11]. - More than 70% of the company's revenue during the financial years ended May 31, 2024 and 2023 came from the sale of reconditioned and new containers, making it sensitive to fluctuations in steel prices[13]. - Revenue from the sale of reconditioned and new containers accounted for approximately 30% and 31.6% of total revenue for the financial years ended May 31, 2024, and 2023, respectively[19]. - Sales to the largest customer amounted to approximately $1.3 million and $1.8 million for the financial years ended May 31, 2024, and 2023, respectively, representing about 14.2% and 16.4% of total revenue[19]. - Average accounts receivable turnover days were approximately 66 days and 78 days for the financial years ended May 31, 2024, and 2023, respectively[21]. Operational Risks and Challenges - The company had inventories of approximately $0.3 million as of May 31, 2024 and 2023, highlighting potential risks related to inventory obsolescence[12]. - The company is dependent on maintaining a wide range of containers to meet evolving customer demands, which may impact its ability to adapt to market changes[11]. - The company relies on skilled labor for its operations, and any shortage may lead to increased costs and affect financial performance[14]. - The company’s operations are susceptible to fluctuations in the prices and availability of necessary machinery and vehicles, which could negatively impact profitability[16]. - The company is exposed to potential supply chain interruptions that could adversely affect revenue and profitability[23]. - The company may face increased operational costs due to compliance with environmental, health, and safety regulations[29]. - The company is subject to credit risks from customers who may delay or default on payments, impacting financial performance[21]. - There is no long-term commitment from customers, which may lead to significant decreases in sales if relationships are disrupted[20]. - The company relies on third-party logistics providers for timely delivery, and any disruptions could impact operations[24]. - The company is exposed to foreign currency exchange rate fluctuations, which may affect financial results[28]. - The company faces risks related to inadequate insurance coverage for business interruptions, which could adversely affect financial results[30]. - The company is exposed to risks from acts of war, terrorist attacks, and other uncontrollable events that may disrupt operations[36]. Corporate Governance and Compliance - The company is classified as an emerging growth company, allowing it to take advantage of reduced reporting requirements and delay compliance with certain accounting standards[47]. - The company may lose its foreign private issuer status if more than 50% of its voting securities are owned by U.S. residents, which would result in increased legal and compliance costs[48]. - Listing on Nasdaq has led to significantly increased costs and management time devoted to compliance with public company requirements[49]. - The company is exempt from certain Nasdaq corporate governance requirements, which may afford less protection to shareholders compared to U.S. domestic issuers[44]. - The company has opted to follow home country practices in corporate governance, which may differ significantly from U.S. standards[44]. - The company may face difficulties in enforcing judgments obtained in U.S. courts due to its Cayman Islands incorporation and the location of its directors and officers[45]. - The company is at risk of delisting under the HFCA Act if the PCAOB cannot inspect its auditors located in Singapore[51]. - The last PCAOB inspection of the company's auditor, Onestop Assurance PAC, occurred on July 13, 2023, indicating compliance with PCAOB standards[51]. - The SEC has proposed reducing the consecutive non-inspection years from three to two, which could impact the company's listing status[51]. Future Outlook and Strategic Plans - The company intends to expand its range of products and services and consider mergers and acquisitions, but there is no assurance of success[37]. - The company may require additional financing in the future to fund operations and growth, which could lead to restrictions under debt financing arrangements[31]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[43]. - Controlling shareholders own approximately 79.7% of the total issued and outstanding Ordinary Shares, which gives them significant influence over corporate transactions[44]. - Negative publicity could harm the company's reputation and customer satisfaction, impacting business prospects[32]. - The company may face challenges in maintaining and protecting its intellectual property, which could affect its competitive position[33]. Initial Public Offering - The company completed its initial public offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share, resulting in total net proceeds of approximately $6.7 million[8]. - As of the date of the Annual Report, the company has 19,787,500 Ordinary Shares issued and outstanding[41]. - The trading price of the company's Ordinary Shares may be volatile due to various factors, including market conditions and operational performance[40]. Financial Management - The company is exposed to interest rate risk due to short-term bank loans, which typically have fixed rates for twelve months[224]. - Credit risk is managed through in-house research and analysis, focusing on the probability of default by customers[225]. - Liquidity risk is monitored to ensure sufficient capital resources are available to meet business commitments[226]. - The company's reporting currency is the United States Dollar, with nearly all revenues and expenses consolidated in this currency[227].