Company Overview - Premium Catering (Holdings) Limited is a certified Halal food caterer specializing in Indian, Bangladesh, and Chinese cuisine with over 11 years of experience in the catering services industry in Singapore [3] - The company primarily supplies budget prepared meals to foreign construction workers in Singapore and operates food stalls, buffet catering services for private functions, and ancillary delivery services [3] - Since 2019, the company has introduced smart incubators for secure, hygienic, and contactless meal delivery at a pre-set temperature [3] Share Consolidation - The company announced a Share Consolidation (Reverse Split) of its Class A Ordinary Shares on July 11, 2025, with a Reverse Stock Split ratio of 1:9 [1] - The record date for the Reverse Stock Split is July 21, 2025, and trading on a Reverse Stock Split adjusted basis is expected to begin on July 22, 2025, under the existing ticker symbol "PC" [1] - Currently, there are 18,652,750 Class A Ordinary Shares issued and outstanding, which will reduce to 2,072,528 following the Reverse Stock Split [1]

Company Overview - Premium Catering (Holdings) Limited is a certified Halal food caterer specializing in Indian, Bangladesh, and Chinese cuisine with over 11 years of experience in the catering services industry in Singapore [3] - The company primarily supplies budget prepared meals to foreign construction workers in Singapore and operates food stalls, buffet catering services for private functions, and ancillary delivery services [3] - Since 2019, the company has introduced smart incubators for contactless meal delivery, which are custom-made heated and insulated food vending lockers [3] Share Consolidation Announcement - The company announced a share consolidation (Reverse Stock Split) approved by members at an Extraordinary General Meeting, with a ratio ranging from 1 for 2 to 1 for 18, and a final decision of 1:9 for all shareholders of record on July 21, 2025 [1][2] - The Ordinary Shares are expected to begin trading on a Reverse Stock Split adjusted basis on the Nasdaq Capital Market starting July 22, 2025, under the existing ticker symbol "PC" [1] Compliance with Nasdaq Requirements - The Board of Directors believes that the Reverse Stock Split is necessary to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 for continued listing on the Nasdaq Capital Market [2] - The Board anticipates that the 1:9 Reverse Stock Split will facilitate compliance with these Minimum Bid Requirements [2]

Core Viewpoint - Premium Catering (Holdings) Limited has authorized a share repurchase program for up to $1.0 million of its Ordinary Shares, indicating the Board's belief that the share price may be undervalued relative to long-term opportunities [1][2]. Company Overview - Premium Catering (Holdings) Limited is a certified Halal food caterer specializing in Indian, Bangladeshi, and Chinese cuisine, with over 11 years of experience in the catering services industry in Singapore [4]. - The company primarily supplies budget prepared meals to foreign construction workers in Singapore and operates food stalls, buffet catering services for private functions, and ancillary delivery services [4]. - Since 2019, the company has introduced smart incubators for secure, hygienic, and contactless meal delivery at a pre-set temperature [4]. Share Repurchase Program Details - The repurchase program allows the company to buy back shares through various means, including open market purchases and privately negotiated transactions, in compliance with federal securities laws [3]. - The volume, timing, and manner of repurchases will be at the company's discretion, influenced by market conditions and other factors [3]. - The program does not obligate the company to repurchase a specific amount of stock and can be modified or discontinued at any time [3].

Core Viewpoint - Premium Catering (Holdings) Limited reported a significant decline in revenue and an increase in net loss for the six-month period ended December 31, 2024, compared to the same period in 2023, primarily due to reduced demand for budget prepared meals and increased operational costs [1][4][16]. Revenue - Total revenue decreased by approximately S$0.6 million or 21.1% to S$2.2 million for the six-month period ended December 31, 2024, down from S$2.8 million in 2023 [4][3]. - The decline in revenue was attributed to a S$0.3 million decrease in budget prepared meals and a S$0.3 million decrease from food stall operations, partially offset by a S$0.04 million increase in buffet catering services [4][5]. Cost of Revenue - Cost of revenue for the six-month period ended December 31, 2024, was approximately S$1.6 million, down from S$2.2 million in 2023, indicating a reduction in raw material and direct wage costs [6]. Gross Profit and Margin - Gross profit remained relatively stable at S$0.63 million for both periods, but the gross profit margin improved to approximately 28.3% in 2024 from 22.4% in 2023, despite increased raw material prices [8]. Operating Expenses - General and administrative expenses surged to approximately S$2.1 million in 2024 from S$1.0 million in 2023, primarily due to post-IPO costs, including consulting and advisory services [9][10]. - Total operating expenses increased significantly by 101.8% to S$2.1 million in 2024, compared to S$1.0 million in 2023 [3][9]. Net Loss - The net loss for the six-month period ended December 31, 2024, was approximately S$1.4 million, a substantial increase from S$0.5 million in 2023, reflecting the combined impact of reduced revenue and increased operating expenses [16]. Company Overview - Premium Catering (Holdings) Limited specializes in Halal food catering, primarily serving foreign construction workers in Singapore, and has over 11 years of experience in the industry [17]. - The company has diversified its services to include buffet catering and operates food stalls, adapting to changes in market demand post-COVID-19 [5][17].

Core Points - Premium Catering (Holdings) Limited is currently not in compliance with Nasdaq's minimum market value of listing securities (MVLS) requirement of $35 million, as indicated by the MVLS Notice received on December 16, 2024 [1] - The company has 180 days, until June 9, 2025, to regain compliance with the MVLS requirement by maintaining a market value of $35 million or more for at least ten consecutive business days [1] - Additionally, the company received a Minimum Bid Price Notice on December 11, 2024, indicating that its ordinary shares failed to maintain a minimum bid price of $1.00 over the last 30 consecutive business days [2] - The compliance period for the Minimum Bid Price Requirement is also 180 days, expiring on June 9, 2025, with similar conditions for regaining compliance [3] - The company is also not meeting other listing requirements, including maintaining stockholders' equity of at least $2.5 million and a net income standard of $500,000 in the most recently completed fiscal year or in two of the last three fiscal years [4] - Despite these notices, there is no immediate effect on the trading of the company's ordinary shares on the Nasdaq Capital Market [5] Company Overview - Premium Catering (Holdings) Limited is a certified Halal food caterer specializing in Indian, Bangladeshi, and Chinese cuisine, with over 11 years of experience in the catering services industry in Singapore [7] - The company primarily supplies budget prepared meals to foreign construction workers in Singapore and operates food stalls, buffet catering services, and ancillary delivery services [7] - Since 2019, the company has introduced smart incubators for the secure and hygienic delivery of prepared meals to customers [7]

Financial Performance and Losses - Company reported a net loss of S$1,466,690 for the year ended June 30, 2024, with a working capital deficit of S$3,686,485[11] - Borrowing costs for the Group increased by S$2,843 and S$1,100 for the fiscal years ended June 30, 2023, and June 30, 2024, respectively, due to interest rate hikes[21] - The company does not expect to pay dividends in the foreseeable future, retaining all available funds for business development and growth[25] Revenue and Market Risks - All revenue for the fiscal year ended June 30, 2024 was derived from Singapore, exposing the company to risks related to Singapore's social, economic, political, and legal developments[10] - Intense competition in the food service industry could lead to loss of market share, decreased revenue, and lower profitability[17] Operational Risks and Dependencies - Company faces significant risks from food safety issues, which could lead to liability claims, reputational damage, and operational disruptions[12] - Operations are highly dependent on foreign workers in construction, marine, and manufacturing industries, with potential declines in hiring affecting business performance[13] - Disruptions at the Central Kitchen could lead to operational suspensions, reduced revenue, and increased costs[15] - Compliance with changing food safety regulations in Singapore may result in additional costs and operational challenges[16] Cost and Inflation Risks - Food and labor costs are key variables, with inflation and staffing challenges posing risks to financial performance[14] Growth and Funding Challenges - Future business strategies and expansion plans may face challenges due to market conditions, funding availability, and competition[18] - Additional capital may be required for growth, but financing may not be available on favorable terms, potentially diluting shareholder value[19] Financial Facilities and Borrowing - Premium Catering has five bank facilities totaling approximately S$1.0 million, with four fixed-rate loans of S$0.9 million and one variable-rate loan of S$0.1 million[21] - The company has S$3.5 million in bank facilities available, with S$3.0 million drawn down as of June 30, 2024, bearing fixed interest rates ranging from 2.5% to 3.25% and a variable rate of 6.2%[164] - The company's borrowing costs are influenced by the Singapore Overnight Rate Average (SORA) and the Singapore Interbank Offered Rate (SIBOR), which move in tandem with U.S. Federal Reserve interest rates[21] Share Issuance and Ownership - The company completed an offering of 1,650,000 Ordinary Shares at US$4.75 per share, generating net proceeds of approximately $6.994 million[22] - As of the date of the Annual Report, the company has 16,000,000 Ordinary Shares issued and outstanding[24] - Hero Global Enterprises Limited owns 10,547,250 Ordinary Shares, representing approximately 65.92% of the total issued and outstanding shares[27] - The company's controlling shareholder, Hero Global Enterprises Limited, holds 65.92% of the total voting power[27] Regulatory and Compliance Risks - The company may be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. taxpayers holding its securities[26] - The company is exempt from certain Nasdaq regulations due to its status as a foreign private issuer, including requirements for independent directors and shareholder approval for equity compensation plans[28] - The company is required to file an annual report on Form 20-F within four months of the fiscal year end and publishes financial results semi-annually, but with less extensive and timely information compared to U.S. domestic issuers[29] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements and delayed adoption of certain accounting standards[32] - The company may lose its foreign private issuer status in the future, which would result in significant additional costs and compliance requirements[33] - The company has incurred increased costs and management time due to its Nasdaq listing, including compliance with SEC and Nasdaq rules[34] Legal and Investor Protection Risks - Shareholders may face difficulties in protecting their interests due to the company's incorporation under Cayman Islands law, which provides less investor protection compared to U.S. laws[30] - Certain judgments obtained against the company by shareholders may not be enforceable, particularly against directors and executive officers located outside the U.S.[31] - The company is incorporated in the Cayman Islands, with all operations and assets located outside the United States, primarily in Singapore, and faces challenges in enforcing U.S. civil liabilities[36] Auditing and Financial Reporting - The company's auditor, Onestop Assurance PAC, headquartered in Singapore, was last inspected by the PCAOB on July 13, 2023, and is not currently subject to PCAOB determinations[35] - The company is evaluating the impact of ASU 2020-05, which introduces the expected credit losses methodology for financial instruments, with a new effective date for fiscal years beginning after December 15, 2022[167] - The company is assessing the impact of ASU 2021-08, which clarifies Codification improvements for receivables, effective for annual and interim reporting periods beginning July 1, 2021[167] - The company does not expect ASU 2021-10, which clarifies Codification improvements, to have a material impact on its consolidated financial statements[167] - The company adopted ASU 2023-07, which improves segment reporting disclosures, effective for fiscal years beginning after December 15, 2023, with no material impact on financial position[167] Liquidity and Credit Risk Management - The company is exposed to liquidity risk and manages it through financial position analysis and monitoring procedures, with potential short-term funding from financial institutions and related parties[166] - The company has no significant exposure to credit risk beyond the carrying amounts of trade and other receivables, and cash, as it does not hold collateral[165] - The company's reporting currency is the Singapore dollar, with almost all revenues and expenses denominated in SGD, minimizing foreign exchange risk[166] Market Listing and Trading - The company's Ordinary Shares began trading on Nasdaq under the symbol "PC" on September 25, 2024[22]