JBDI Holdings Limited(JBDI) - 2025 Q4 - Annual Report

FORM 20-F Cover Page This section provides essential registrant details, securities information, outstanding shares, and issuer status for the FY2025 Annual Report Registrant Information 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] Securities Registered 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 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] Issuer Status 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][6] - The Registrant has filed all required reports and submitted every Interactive Data File during the preceding 12 months (Yes ☒)[7][8] - The Registrant is an emerging growth company and prepares its financial statements in accordance with U.S. GAAP (U.S. GAAP ☒)[8][9] SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This section warns readers about forward-looking statements in the report, highlighting inherent risks and uncertainties Forward-Looking Statements Disclosure 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] - 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][16] FINANCIAL STATEMENTS AND CURRENCY PRESENTATION 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 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] - Amounts, percentages, and other figures in the report may be subject to rounding adjustments, meaning totals may not be exact arithmetic aggregations[19] Financial Information in U.S. Dollars 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] - 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] RECENT EVENTS This section summarizes significant recent corporate events including auditor changes, Nasdaq compliance issues, and the company's initial public offering Change in Auditors 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] 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 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] - The Company regained compliance by filing unaudited condensed consolidated financial statements on Form 6-K on June 5, 2025[23] - Nasdaq confirmed compliance on June 9, 2025, and the Ordinary Shares will continue to be listed[24] Notice of Failure to Comply with the Bid Price Requirement to Continue Listing on Nasdaq and Subsequent Compliance 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] - 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][26] Initial Public Offering 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] - Total net proceeds to the Company from the IPO were approximately $6.7 million[27] - Ordinary Shares began trading on August 27, 2024, on the Nasdaq Capital Market under the trading symbol 'JBDI'[27] PART I This section covers fundamental company information, including risk factors, business operations, and regulatory environment ITEM 1. IDENTITY OF DIRECTORS, OFFICERS, SENIOR MANAGEMENT AND ADVISORS 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] ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 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] ITEM 3. KEY INFORMATION 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] A. RESERVED This section is intentionally left blank B. CAPITALIZATION AND INDEBTEDNESS This section is intentionally left blank C. REASONS FOR THE OFFER AND USE OF PROCEEDS This section is intentionally left blank D. RISK FACTORS 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 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] - 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] - 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][42][44] - 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][51][52] - 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][59][62] - 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][82][83] Risks Related to Our Securities 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] - 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][92] - 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][93] - The company does not expect to pay dividends in the foreseeable future, requiring investors to rely on price appreciation for returns[96] - 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][98][99] - 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][105][108] - 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][111] - 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][119] ITEM 4. INFORMATION ON THE COMPANY 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][123] - 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][169][171] - 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][151][152][153] - Key market trends include automation in operations, market consolidation, geographical expansion, and growing adoption of lean management[154][155][156][157] - 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][167] - 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][219][220][221][222] - 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][206][231][233] - 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][239] - 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][244][246][250][255][258][266][268][282][289][291][309][315] CORPORATE HISTORY AND STRUCTURE This section traces the company's origins and outlines its current corporate and subsidiary structure Entities This section lists the key operating entities within the company's corporate structure Key Milestones This section highlights significant historical achievements and developments in the company's journey INDUSTRY AND MARKET OVERVIEW This section analyzes the macroeconomic environment in Singapore and the dynamics of the drum reconditioning market OVERVIEW OF MACRO ECONOMIC ENVIRONMENT IN SINGAPORE This section provides context on the broader economic conditions influencing the company's operations in Singapore OVERVIEW OF DRUM RECONDITIONING MARKET IN SINGAPORE This section examines market drivers, key trends, and competitive landscape within the Singaporean drum reconditioning sector Market Drivers Analysis This section identifies the primary factors propelling demand and growth in the drum reconditioning market Key Trends This section highlights significant emerging patterns and developments shaping the industry Competition Overview This section provides an analysis of the competitive landscape and market dynamics Factors of Competition This section details the key elements influencing competitive intensity in the market Entry Barriers This section describes obstacles new entrants face when attempting to join the industry OUR BUSINESS OPERATIONS This section describes the company's core activities, products, services, customer relationships, and operational management Overview This section provides a general description of the company's business activities and scope History and Development This section traces the evolution and growth of the company's operational capabilities Our Products This section details the range of reconditioned and new containers offered by the company Reconditioned Containers This section focuses on the processes and offerings related to reconditioned containers New Containers This section describes the company's business segment involving the sale of new containers Our Services This section outlines the various services provided, including disposal, collection, delivery, and wastewater treatment Disposal and collection/delivery services This section details the logistics and waste management services offered Wastewater treatment services This section describes the specialized environmental services provided by the company Our by-products This section discusses the secondary materials generated and sold from the company's operations Our customers This section identifies the primary customer segments and their industries Sales Process Flow This section illustrates the step-by-step procedure for customer engagement and sales execution Sales and Marketing This section describes the strategies and activities used to promote products and services Inventory This section details the management and composition of the company's stock of goods Machinery and vehicles This section lists the key operational assets used in production and logistics Real Property and Equipment This section provides information on the company's fixed assets and facilities Licenses and Permits This section lists the necessary regulatory approvals for the company's operations Competitive Strengths This section highlights the company's distinct advantages in the market Business strategies This section outlines the company's plans for future growth and operational improvement Quality Assurance This section describes the measures taken to ensure product and service quality Production management This section details the processes and oversight of manufacturing operations Materials procurement This section explains the methods for sourcing raw materials and supplies Relationship with our customers This section describes how the company builds and maintains client relationships Environmental Protection This section details the company's policies and practices for environmental stewardship Workplace Health and Safety This section outlines the measures implemented to ensure employee well-being and safety Competition This section provides an analysis of the competitive landscape and market positioning Intellectual Property This section discusses the company's intangible assets and their protection Employees This section provides an overview of the company's workforce and human capital management Insurance This section details the company's insurance coverage for various operational risks Litigation and Other Legal Proceedings This section summarizes any ongoing or potential legal disputes Impact of COVID-19 on our business This section assesses the effects of the pandemic on the company's operations and financial performance REGULATORY ENVIRONMENT 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 This section provides an overview of the legal framework specific to the company's operations in Singapore Laws and regulations relating to electrical installations This section details the rules governing electrical systems and safety Laws and regulations relating to explosive precursors 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 This section specifies the rules for managing and discharging industrial wastewater Laws and regulations relating to toxic industrial waste This section details the legal framework for managing and transporting hazardous industrial waste Laws and regulations relating to collection of toxic waste This section specifies the rules for gathering hazardous waste materials Laws and regulations relating to transportation of toxic industrial waste This section outlines the regulations for moving hazardous industrial waste Laws and regulations relating to storage and use of hazardous substances This section details the rules for safely storing and utilizing dangerous materials Laws and regulations relating to motor vehicles This section covers the legal requirements for operating vehicles, including parking, expressways, and third-party risks Parking Places Act 1974 ("PPA 1974") of Singapore This section details regulations concerning parking facilities and enforcement Road Traffic (Expressways - Excluded Vehicles) Rules 2010 ("EEVR 2010") of Singapore This section specifies rules for vehicles prohibited or restricted on expressways Motor Vehicles (Third-Party Risks and Compensation) Act 1960 ("MVA 1960") of Singapore This section outlines legal requirements for motor vehicle insurance and accident compensation Laws and regulations relating to Personal Data This section details the legal framework for protecting personal information Laws and regulations relating to industrial noise control and nuisances This section specifies rules for managing noise levels and preventing public disturbances from industrial operations Laws and regulations relating to workplace health and safety 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") This section provides general rules for workplace safety and health Workplace Safety and Health (Risk Management) Regulations 2006 of Singapore ("Risk Management Regulations 2006") This section outlines requirements for identifying, assessing, and controlling workplace risks Work Injury Compensation Act 2019 of Singapore ("WICA 2019") This section details the legal framework for compensating employees for work-related injuries or diseases Laws and regulations relating to employment This section covers the legal framework for employment practices, including foreign manpower and benefits Employment of Foreign Manpower Act 1990 of Singapore ("EFMA 1990") This section regulates the employment of non-Singaporean workers Required safety courses This section lists mandatory training programs for workplace safety Other employment-related benefits prescribed by Singapore law This section details additional statutory benefits for employees Central Provident Fund Act 1953 ("CPFA 1953") of Singapore This section governs the national social security savings scheme Laws and regulations relating to exports This section details the legal requirements for exporting goods Laws and regulations relating to COVID-19 and infectious diseases This section covers the regulatory responses and measures related to public health crises Easing of COVID-19 safe management measures at the workplace This section describes the relaxation of pandemic-related safety protocols in work environments ITEM 4A. UNRESOLVED STAFF COMMENTS 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] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 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][342] 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][367] 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] 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 This section provides a general overview of the company's operating and financial performance KEY FACTORS AFFECTING THE RESULTS OF OUR GROUP'S OPERATIONS 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 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 This section compares the company's operating results for the financial years 2025 and 2024 Revenue This section details the company's revenue performance for the period Revenue by geographic location This section breaks down the company's revenue based on the geographic location of its customers Singapore This section details revenue generated from customers located in Singapore Indonesia This section details revenue generated from customers located in Indonesia Malaysia and other countries This section details revenue generated from customers located in Malaysia and other international markets Cost of revenue This section outlines the direct costs associated with generating the company's revenue Gross profit and gross profit margin This section presents the company's gross profit and its corresponding margin Selling and distribution expenses This section details the costs incurred for selling and distributing the company's products and services Administrative expenses This section outlines the general and administrative costs of the company's operations Other Income, Net This section reports the company's other income and expenses, net of related items Income Tax Expenses This section details the company's income tax expenses for the period Net Loss 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 This section compares the company's operating results for the financial years 2024 and 2023 Revenue This section details the company's revenue performance for the period Revenue by geographic location This section breaks down the company's revenue based on the geographic location of its customers Singapore This section details revenue generated from customers located in Singapore Indonesia This section details revenue generated from customers located in Indonesia Malaysia and other countries This section details revenue generated from customers located in Malaysia and other international markets Cost of revenue This section outlines the direct costs associated with generating the company's revenue Gross profit and gross profit margin This section presents the company's gross profit and its corresponding margin Selling and distribution expenses This section details the costs incurred for selling and distributing the company's products and services Administrative expenses This section outlines the general and administrative costs of the company's operations Other Income, Net This section reports the company's other income and expenses, net of related items Income Tax Expenses This section details the company's income tax expenses for the period Net Income (Loss) This section presents the company's net income or loss for the period Liquidity and Capital Resources This section analyzes the company's ability to generate and manage cash, including cash flows, accounts, and indebtedness Cash flows This section provides an overview of the company's cash inflows and outflows Cash flows from operating activities This section details the cash generated or used by the company's primary business operations Cash flows used in investing activities This section outlines the cash utilized for acquiring or disposing of long-term assets Cash flows used in financing activities This section details the cash flows related to debt, equity, and dividend transactions Accounts receivable, net This section presents the net amount of money owed to the company by its customers Accounts payable This section details the amounts the company owes to its suppliers and other creditors Material Cash Requirements This section outlines significant future cash obligations and needs of the company Bank Indebtedness This section details the company's outstanding loans and other obligations to banks Capital commitments This section outlines the company's future obligations for capital expenditures Off-Balance Sheet Transactions This section describes financial arrangements that are not recorded on the company's balance sheet Critical Accounting Policies and Estimates This section outlines the key accounting policies and significant estimates that are crucial to the company's financial reporting Use of Estimates and Assumptions This section explains the role of management's judgments and assumptions in preparing financial statements Basis of Consolidation This section describes how the financial statements of subsidiaries are combined with the parent company Foreign Currency Translation and Transactions This section details the accounting treatment for transactions and financial statements denominated in foreign currencies Cash and Cash Equivalents This section defines and outlines the accounting policy for cash and highly liquid investments Accounts Receivable, net This section describes the accounting policy for trade receivables and the allowance for doubtful accounts Inventories This section outlines the accounting policy for valuing and reporting the company's inventory Property and Equipment, net This section details the accounting policy for fixed assets, including depreciation and capitalization Impairment of Long-Lived Assets This section describes the accounting policy for assessing and recognizing impairment losses on long-term assets Revenue Recognition This section outlines the principles and methods used to recognize revenue from contracts with customers Shipping and Handling Costs This section details the accounting treatment for costs associated with shipping and handling activities Sales and Marketing This section describes the accounting policy for expenses related to sales and marketing efforts Government Grant This section outlines the accounting policy for recognizing and presenting government grants Comprehensive Income (Loss) This section defines and explains the components of comprehensive income or loss Income Taxes This section details the accounting policy for current and deferred income taxes Leases This section outlines the accounting policy for recognizing and measuring lease assets and liabilities Retirement Plan Costs This section describes the accounting policy for expenses related to employee retirement plans Segment Reporting This section outlines the accounting policy for reporting financial information by business segment Related Parties This section describes the accounting policy for transactions and balances with related parties Commitments and Contingencies This section outlines the accounting policy for disclosing future obligations and potential liabilities Concentration of Credit Risk This section describes the accounting policy for managing and disclosing credit risk concentrations Liquidity Risk This section outlines the accounting policy for managing and disclosing the company's liquidity risk Fair Value Measurement This section describes the accounting policy for measuring assets and liabilities at fair value Recent Accounting Pronouncements This section discusses recently issued accounting standards and their potential impact on the company's financial statements Impact of Inflation This section assesses how inflationary pressures may affect the company's financial performance and operations Seasonality This section describes any seasonal patterns or fluctuations in the company's business operations Quantitative and Qualitative Disclosures about Market Risk This section provides information on the company's exposure to market risks and how they are managed Interest Rate Risk This section discusses the company's exposure to fluctuations in interest rates and its management strategies Credit Risk This section outlines the company's exposure to credit risk and its policies for managing it Liquidity Risk This section describes the company's exposure to liquidity risk and its strategies for maintaining sufficient cash flow Foreign Exchange Risk 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 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][488] - 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][508][511][516][517][518] - 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][522] 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 This section provides a list of the company's directors and executive officers, including their ages and positions Independent Directors This section identifies the independent members of the Board of Directors Committees of our Board of Directors This section describes the various committees established by the Board of Directors and their respective functions Audit committee This section details the composition, responsibilities, and activities of the audit committee Compensation committee This section outlines the composition, responsibilities, and activities of the compensation committee Nomination committee This section describes the composition, responsibilities, and activities of the nomination committee Foreign Private Issuer Status 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 This section describes the company's adopted code of conduct and ethics for its directors, officers, and employees Compensation of Directors and Executive Officers This section details the remuneration provided to the company's directors and executive officers Summary Compensation Table This section provides a tabular summary of the compensation paid to the company's named executive officers Employment Agreements This section outlines the key terms and conditions of employment agreements with the company's executive officers Directors'Agreements This section details the agreements in place with the company's directors ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 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 This section details transactions and relationships between the company and its related parties INTERESTS OF EXPERTS AND COUNSEL This section discloses any interests held by experts and legal counsel involved in the report LEGAL PROCEEDINGS This section summarizes any ongoing or potential legal actions involving the company ITEM 8. FINANCIAL INFORMATION 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] Financial Statements This section indicates where the company's financial statements can be found within the report ITEM 9. THE OFFER AND LISTING 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] - VStock Transfer, LLC is the transfer agent and registrar for the Ordinary Shares[543] Offer and Listing Details This section provides information regarding the company's public offering and stock exchange listing Transfer Agent This section identifies the transfer agent responsible for maintaining the company's shareholder records ITEM 10. ADDITIONAL INFORMATION 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] - 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] - 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][555] - 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][561] - Shareholders have no general right to inspect corporate records, but may do so by ordinary resolution[581][583] - 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] - 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][595] - 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][608] Ordinary Shares This section describes the characteristics and rights associated with the company's ordinary shares Dividends This section outlines the company's policy and procedures regarding dividend payments Voting Rights This section details the voting rights of the company's shareholders Transfer of Ordinary Shares This section describes the procedures and restrictions related to transferring the company's ordinary shares Procedures on liquidation 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 This section describes the company's rights to call for unpaid share capital and the consequences of forfeiture Redemption of Ordinary Shares This section outlines the conditions and procedures under which the company may redeem its ordinary shares Variations of Rights of Shares This section describes the process for altering the rights attached to different classes of shares General Meetings of Shareholders This section details the rules and procedures for convening and conducting shareholder meetings Inspection of Books and Records This section outlines the rights of shareholders to inspect the company's books and records Material Contracts This section lists and describes any significant contracts entered into by the company Dividends and Dividend Policy This section outlines the company's approach to dividend distributions and the factors influencing them Enforceability Of Civil Liabilities This section discusses the challenges and limitations in enforcing civil judgments against the company or its officers Exchange Controls This section describes any governmental regulations affecting the transfer of currency or securities Material Income Tax Considerations This section provides an overview of the significant income tax implications for the company and its shareholders Cayman Islands Tax Considerations This section outlines the tax environment and implications under Cayman Islands law United States Federal Income Tax Considerations This section discusses the U.S. federal income tax implications for investors in the company's securities Documents on Display This section lists the documents that are available for public inspection ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 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][482][483][484] - Interest rate risk is currently not significant due to a lack of outstanding short-term loans[620] - Credit risk is managed through credit approvals, limits, and monitoring, with concentration risk identified for major customers and vendors[482][127] - Liquidity risk is managed by ensuring sufficient cash to meet financial obligations under normal and stressed conditions[483][794] - 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][793] Interest Rate Risk This section discusses the company's exposure to fluctuations in interest rates and its management strategies Foreign Currency Exchange Rates This section details the company's exposure to foreign currency exchange rate fluctuations ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 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] PART II This section addresses corporate governance, auditor information, equity purchases, and cybersecurity disclosures ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES This item is marked as 'None,' indicating no defaults, dividend arrearages, or delinquencies - There are no defaults, dividend arrearages, or delinquencies to report[623] ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 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] ITEM 15. CONTROLS AND PROCEDURES 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] - 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] - 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] - 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] Management's Report on Internal Control over Financial Reporting 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