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Premium Catering (Holdings) Ltd

Premium Catering (Holdings) LtdPC财报

Nasdaq

Premium Catering (Holdings) Ltd is a professional catering service provider operating mainly in China's Guangdong-Hong Kong-Macao Greater Bay Area. It offers corporate catering, institutional catering for schools and public facilities, and customized event catering for B2B clients and individual customers seeking premium meal options.

What changed in Premium Catering (Holdings) Ltd's 20-F — 2024 vs 2025

Top changes in Premium Catering (Holdings) Ltd's 2025 20-F

424 paragraphs added · 451 removed · 338 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

55 edited+10 added−8 removed99 unchanged
As a foreign private issuer whose Ordinary Shares are listed on the Nasdaq, we rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance.
As a foreign private issuer whose Ordinary Shares are listed on Nasdaq, we rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance.
As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer. We have incurred significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq.
As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer. We have incurred significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on Nasdaq.
As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards. 12 We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
Accordingly, a return on investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
Accordingly, a return on investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. 9 If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade. 8 In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities.
If we fail to (i) capture, predict or respond timely to our customers’ workers’ preferences; or (ii) introduce appealing and tasteful products in a timely manner, our business and results of operations may be adversely affected. 4 Our success depends on our ability to maintain our reputation.
If we fail to (i) capture, predict or respond timely to our customers’ workers’ preferences; or (ii) introduce appealing and tasteful products in a timely manner, our business and results of operations may be adversely affected. Our success depends on our ability to maintain our reputation.
The issuance and sale of additional equity would result in further dilution to our shareholders. The occurrence of any of these risks could adversely affect our operations or financial condition. 5 We may incur liabilities that are not covered by insurance Our Group may incur liabilities that are not covered by insurance.
The issuance and sale of additional equity would result in further dilution to our shareholders. The occurrence of any of these risks could adversely affect our operations or financial condition. We may incur liabilities that are not covered by insurance Our Group may incur liabilities that are not covered by insurance.
In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiaries’ operations, including the following: ● fluctuations in our Operating Subsidiaries’ revenues, earnings and cash flow; ● changes in financial estimates by securities analysts; ● additions or departures of key personnel; ● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and ● potential litigation or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiary’s operations, including the following: ● fluctuations in our Operating Subsidiary’s revenues, earnings and cash flow; ● changes in financial estimates by securities analysts; ● additions or departures of key personnel; ● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and ● potential litigation or regulatory investigations.
The continued operations of our Company are dependent on management’s ability to manage costs, raise additional equity or debt, and on future profitable operations. Whether and when our Company can generate sufficient operating cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain.
The continued operations of our Company are dependent on management’s ability to manage costs, raise additional equity or debt, and conduct future profitable operations. Whether and when our Company can generate and sustain sufficient operating cash flows to pay for its expenditures and settle its obligations as they fall due is uncertain.
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. 6 The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
If we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. Compliance with these requirements has increase our legal and financial compliance costs and made some activities more time-consuming and costly.
For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time-consuming and costly.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed fiscal quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2025.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed financial quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2025.
We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See ‘Item 7. Major Shareholders and Related Party Transactions” 7 Short selling may drive down the market price of our Ordinary Shares.
We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See “Item 7. Major Shareholders and Related Party Transactions.” Short selling may drive down the market price of our Ordinary Shares.
In particular, events with adverse impact on investors’ confidence and risk appetites, such as general deterioration of the economy, mass civil disobedience movements (such as strikes and industrial actions), significant fluctuations in the stock exchange, deterioration of political relations or tightening of foreign investment may lead to a reduction in the number of foreign labor as well as can affect the industries in which the foreign workers work, such as construction and shipping, affect our business, results of operations, financial condition and business prospects.
In particular, events with adverse impact on investors’ confidence and risk appetites, such as general deterioration of the economy, mass civil disobedience movements (such as strikes and industrial actions), significant fluctuations in the stock exchange, deterioration of political relations or tightening of foreign investment may lead to a reduction in the number of foreign workers, which may affect the industries in which the foreign workers primarily work, such as construction and shipping, affect our business, results of operations, financial condition and business prospects.
We may need additional capital, and financing may not be available on terms acceptable to us, or at all Although our current cash and cash equivalents, anticipated cash flows from operating activities, other available sources of financing from Singapore banks and other financial institutions and the proceeds from this offering will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months following this offering, there is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes in business conditions or other developments.
We may need additional capital, and financing may not be available on terms acceptable to us, or at all Although our current cash and cash equivalents, anticipated cash flows from operating activities, other available sources of financing from Singapore banks and other financial institutions and the proceeds from our Initial Public Offering and Best Efforts Offering will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months following the respective offering, there is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes in business conditions or other developments.
Singapore banks have increased interest rates, as most loans are based on the Singapore Overnight Rate Average (SORA) or the Singapore Interbank Offered Rate (SIBOR) which moves historically in tandem with the interest rates set by the US Federal Reserve.
Singapore banks have increased interest rates, as most loans are based on the Singapore Overnight Rate Average (SORA) or the Singapore Interbank Offered Rate (SIBOR), which historically has moved in tandem with the interest rates set by the US Federal Reserve.
Furthermore, there can be no assurances that our Company will be able to raise funds through future debt or equity issuances.
Furthermore, there can be no assurance that our Company will be able to raise funds through future debt or equity issuances.
We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.
We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Second Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.
As a result, we are particularly exposed to damage resulting from actual or perceived issues regarding the safety or quality of the food provided by us. For the fiscal years ended June 30, 2024 and 2023, we did not experience any food safety issues.
As a result, we are particularly exposed to damage resulting from actual or perceived issues regarding the safety or quality of the food provided by us. For the financial years ended June 30, 2025 and 2024, we did not experience any food safety issues.
For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value. 8 Our controlling shareholders have substantial influence over the Company.
For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value. Our indirect controlling shareholder has substantial influence over the Company.
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
Major Shareholders and Related Party Transactions.” As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
Further, because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD. 9 We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
Further, because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material non-public information under Regulation FD.
We were listed on the Nasdaq on September 25, 2024. We have and will continue to incur additional legal, accounting and other expenses as a public reporting company and particularly after we cease to qualify as an emerging growth company.
Our Ordinary Shares became listed on Nasdaq on September 25, 2024. We have and will continue to incur additional legal, accounting and other expenses as a public reporting company and particularly after we cease to qualify as an emerging growth company.
For example, we are exempt from Nasdaq regulations that require a listed U.S. company to: ● have a majority of the board of directors consist of independent directors; ● require non-management directors to meet on a regular basis without management present; ● have an independent compensation committee; ● have an independent nominating committee; and ● seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater of book or market value of the shares.
This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq. 10 For example, we are exempt from Nasdaq regulations that require a listed U.S. company to: ● have a majority of the board of directors consist of independent directors; ● require non-management directors to meet on a regular basis without management present; ● have an independent compensation committee; ● have an independent nominating committee; and ● seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater of book or market value of the shares.
The interests of our largest shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Item 7. Major Shareholders and Related Party Transactions”.
The interests of our Controlling Shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Item 7.
Accordingly, our controlling Shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control.
Yu can control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of Directors and other significant corporate actions, including the power to prevent or cause a change in control.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. 10 Certain judgments obtained against us by our shareholders may not be enforceable.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States. In addition, all of our Directors and Executive Officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States.
In addition, all of our Directors and Executive Officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States.
The Ordinary Shares sold in our Offering are freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements.
The 1,650,000 Ordinary Shares sold in our Initial Public Offering and the 10,000,000 Ordinary Shares sold in our Best Efforts Offering are freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares held by our other shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act.
However, the recent developments add uncertainties, and we cannot assure you whether the Nasdaq or regulatory authorities would not apply additional and/or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, the adequacy of personnel and training or the sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. 12 ENFORCEABILITY OF CIVIL LIABILITIES Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands.
However, recent developments add uncertainties, and we cannot assure you that Nasdaq or regulatory authorities would not apply additional and/or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, the adequacy of personnel and training or the sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
Going Concern and History of Net Losses Our Company’s audited annual consolidated financial statements for the years ended June 30, 2024 and 2023, including the report of the independent registered public accounting firm with respect thereto, were prepared assuming that our Company will continue as a going concern, which assumes that our Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future.
Specifically, our business and results of operations could be materially and adversely affected by changes in laws and regulations concerning the foreign labor, as well as environmental or health and safety matters, in Singapore. 4 Going Concern and History of Net Losses Our Company’s audited annual consolidated financial statements for the years ended June 30, 2025, 2024 and 2023, including the report of the independent registered public accounting firm with respect thereto, were prepared assuming that our Company will continue as a going concern, which assumes that our Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future.
If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.
If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected. 13 The Ordinary Shares could be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors who are located in Singapore.
The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects. 2 Risks Related to Our Business and Industry Social, economic, political and legal developments or instability, as well as any changes in government policies, in Singapore, could materially and adversely affect our business, results of operations, financial condition and business prospects Our major assets and business operation is located in Singapore and, during the fiscal year ended June 30, 2024, all of our revenue was derived from Singapore.
Social, economic, political and legal developments or instability, as well as any changes in government policies, in Singapore, could materially and adversely affect our business, results of operations, financial condition and business prospects Our major assets and business operation are located in Singapore and, during the financial years ended June 30, 2025 and 2024, all of our revenue was derived from Singapore.
However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers.
Our directors are not required under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
We cannot predict or estimate the number of additional costs we may incur as a result. 11 In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.
We may expose to interest rate risk for the bank borrowings outstanding We currently have five bank facilities of which four are fixed interest rate term loans taken out by Premium Catering in aggregate of approximately S$0.9 million with maturity dates of between September 2025 and July 2026, one is variable interest rate short term facility taken out by Premium Catering in the amount of S$0.1 million as of June 30, 2024.
We may be exposed to interest rate risk for future bank borrowings We currently have four bank facilities, all of which are fixed interest rate term loans taken out by Premium Catering, in an aggregate of approximately S$0.3 million with maturity dates between September 2025 and July 2026.
The purpose of the Central Kitchen is to centralize the process of ingredient preparation which would, in turn, bring about cost-saving and increase efficiency of the restaurant operations.
Our central kitchen includes not only our kitchen, but also our storage facilities and head office, which are located in Singapore (the “Central Kitchen”). The purpose of the Central Kitchen is to centralize the process of ingredient preparation which would, in turn, bring about cost-saving and increase efficiency of the restaurant operations.
If we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline. Our Ordinary Shares are listed on Nasdaq. We cannot assure you, however, that we will be able to meet the continued listing standards of Nasdaq in the future.
Our Ordinary Shares are listed on Nasdaq. We cannot assure you, however, that we will be able to meet the continued listing standards of Nasdaq in the future.
Even if any such claims are without merit, any negative publicity as a result of allegations of unsafe food service can have a significant impact on our Group’s reputation. 3 Any deterioration in the market conditions of the industries where our customers work leading to the decline of hiring of foreign workers may affect our business, results of operations, financial condition and business prospects We primarily provide meal services to foreign workers reside in dormitories in the construction, marine and manufacturing industries.
Any deterioration in the market conditions of the industries where our customers work leading to the decline of hiring of foreign workers may affect our business, results of operations, financial condition and business prospects We primarily provide meal services to foreign workers reside in dormitories in the construction, marine and manufacturing industries.
In addition, our management and other personnel has diverted attention from operational and other business matters to devote substantial time to these public company requirements.
In addition, our management and other personnel has diverted attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result.
We may implement business strategies and future plans that may not be successful The successful implementation of our business strategies and future plans depends on a number of factors including general market conditions, government policies, the availability of funds, our technology, competition and our ability to retain and recruit competent employees.
If our clients and customers do not perceive the quality and cost value of our services, or if there is insufficient demand for our food products and services, our Group’s business, results of operations and financial position could be materially adversely affected. 6 We may implement business strategies and future plans that may not be successful The successful implementation of our business strategies and future plans depends on a number of factors including general market conditions, government policies, the availability of funds, our technology, competition and our ability to retain and recruit competent employees.
National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Although the states are pre-empted from regulating the sale of our securities, this statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
The U.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities,” unless there is a finding of fraudulent activity.
We cannot assure you that a liquid public market for our Ordinary Shares will be maintained. If an active public market for our Ordinary Shares is not maintained, the market price and liquidity of our Ordinary Shares may be materially and adversely affected.
In addition, investors of our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines. We cannot assure you that a liquid public market for our Ordinary Shares will be maintained.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. 11 Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Second Amended and Restated Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies.
In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K.
We are required to file an annual report on Form 20-F within four months of the end of each financial year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq.
As discussed in Note 2, our Company has incurred losses and has negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. For the year ended June 30, 2024, our Company generated a net loss of S$1,466,690 and a working capital deficit of S$3,686,485.
As discussed in Note 2 to our audited financial statements included in this Annual Report, our Company has incurred losses and has negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern.
If an active trading market for our Ordinary Shares does not develop or continue to develop and the trading price for our Ordinary Shares fluctuates significantly, shareholders may not be able to resell our Ordinary Shares at any reasonable price.
If we take out variable rate loans in the future and if rates continue to rise and we are unable to pass this increased cost to our customers, our future financial performance may be materially and adversely affected. 7 Risks Related to Our Securities If an active trading market for our Ordinary Shares does not continue or the trading price for our Ordinary Shares fluctuates significantly, shareholders may not be able to resell our Ordinary Shares at any reasonable price.
On September 26, 2024, we completed our Offering of 1,650,000 Ordinary Shares at a public offering price of US$4.75 per share. The total net proceeds to the Company from the Offering, after deducting discounts, expense allowance and expenses, were approximately $6.994 million. The Ordinary Shares began trading on September 25, 2024 on the Nasdaq under the trading symbol “PC”.
On September 26, 2024, we completed our Initial Public Offering of 1,650,000 Ordinary Shares at a public offering price of US$4.75 per share and our Ordinary Shares began trading on Nasdaq on September 25, 2024 under the trading symbol “PC.” Since then, the trading price of our Ordinary Shares has been subject to volatility that is seemingly unrelated to the underlying performance of our business.
In order to operate efficiently, it is important that we accurately predict and manage staffing levels. Our failure to adequately manage food costs and labor costs or if we fail to pass on these increased costs could have a material and adverse effect on our financial performance.
Our failure to adequately manage food costs and labor costs or if we fail to pass on these increased costs could have a material and adverse effect on our financial performance. 5 Disruption in the operations of our Central Kitchen could have a material adverse effect on our business and results of operations We have established a central kitchen where our semi-processed or processed foods are prepared.
As of the date of this Annual Report, we have 16,000,000 Ordinary Shares issued and outstanding.
As of the date of this Annual Report, we have 3,244,445 Ordinary Shares issued and outstanding of which 2,072,528 are Class A Ordinary Shares and 1,171,917 are Class B Ordinary Shares.
Four of the facilities taken out by Premium Catering are at a fixed interest rate and were not affected by the rate increase. As a result of the rate hike, borrowing costs for the Group increased by S$2,843 and S$1,100 for the fiscal year ended June 30, 2023 and for the year ended June 30, 2024.
As all four of our current banking facilities are at a fixed interest rate, they are not affected by interest rate increases. However, borrowing costs for the Group increased by S$21,748 and S$2,914 for the financial years ended June 30, 2024 and June 30, 2025 due to a prior variable rate loan.
The Ordinary Shares could be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors who are located in Singapore The Holding Foreign Companies Accountable Act (the “HFCA Act”) was enacted on December 18, 2020.
The Holding Foreign Companies Accountable Act (the “HFCA Act”) was enacted on December 18, 2020.
As of the date of this Annual Report, Hero Global Enterprises Limited (“Controlling Shareholder”) owns an aggregate 10,547,250 Ordinary Shares, which is approximately 65.92% of our total issued and outstanding Ordinary Shares, representing approximately 65.92% of the total voting power. Hero Global Enterprises Limited is wholly-owned by Mr.
These shares constitute100% of our total issued and outstanding Class B Ordinary Shares, representing approximately 85% of the total voting power. Hero Global Enterprises Limited is wholly-owned by Mr. Yu Chun Yin, an Executive Director of the Company and our indirect Controlling Shareholder, who holds voting and dispositive control over its shares. Accordingly, Mr.
Their interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.
His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other significant corporate transactions. As of the date of this Annual Report, Hero Global Enterprises Limited (“Controlling Shareholder”) owns 1,171,917 Ordinary Shares, all of which are Class B Ordinary Shares with ten votes per share.
Removed
Specifically, our business and results of operations could be materially and adversely affected by changes in laws and regulations concerning the foreign labor, as well as environmental or health and safety matters, in Singapore.
Added
The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects.
Removed
Disruption in the operations of our Central Kitchen could have a material adverse effect on our business and results of operations We have established a central kitchen where our semi-processed or processed foods are prepared. Our central kitchen includes not only our kitchen, but also our storage facilities and head office, which are located in Singapore (the “Central Kitchen”).
Added
For the financial year ended June 30, 2025, our Company generated a net loss of S$5,432,893, although we had working capital of S$10,071,038 primarily as a result of our public securities offerings during that year. For the financial year ended June 30, 2024, our Company generated a net loss of S$1,466,690 and a working capital deficit of S$3,686,485.
Removed
If our clients and customers do not perceive the quality and cost value of our services, or if there is insufficient demand for our food products and services, our Group’s business, results of operations and financial position could be materially adversely affected.
Added
Even if any such claims are without merit, any negative publicity as a result of allegations of unsafe food service can have a significant impact on our Group’s reputation.
Removed
Despite the effect of the rate increase on our Group not being significant, if rates continue to rise and we are unable to pass this increased cost to our customers, our financial performance may be materially and adversely affected. Risks Related to Our Securities There has been no public market for our Ordinary Shares prior to our Offering.
Added
In order to operate efficiently, it is important that we accurately predict and manage staffing levels.
Removed
In connection with our Offering, our directors and officers and certain shareholders agreed not to sell any shares until 180 days after the date of closing of the Offering without the prior written consent of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of FINRA.
Added
Although the specific cause of such volatility is unclear, the small size of our public float may amplify the impact the actions taken by a few shareholders have on the price of our Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business.
Removed
Yu, an executive director and our indirect controlling shareholder and holds the voting and/or investment control over its shares.
Added
Should our Ordinary Shares continue to experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares, which may affect the trading market for those securities.
Removed
This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq.
Added
If an active public market for our Ordinary Shares is not maintained, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. If we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline.
Removed
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies.
Added
Our Directors are not required under our Second Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders.
Added
Certain judgments obtained against us by our shareholders may not be enforceable. We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States.
Added
ENFORCEABILITY OF CIVIL LIABILITIES Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

130 edited+15 added−15 removed193 unchanged
For all other catering services, including one-off bulk orders of budget prepared meals and buffets and the associated delivery fees, we generally invoice our customers immediately and require them to pay in advance. Payments are generally made in cash, by cheque or bank transfer.
For all other catering services, including one-off bulk orders of budget prepared meals and buffets and the associated delivery fees, we generally invoice our customers immediately and require them to pay in advance. Payments are generally made in cash, by cheque or by bank transfer.
Competitive Landscape of the Catering Services Industry in Singapore The catering service industry in Singapore is highly competitive with many players ranging from small local independent operators to large multinational companies. According to the Singapore Department of Statistics, there were over 750 catering establishments in 2022.
Competitive Landscape of the Catering Services Industry in Singapore The catering service industry in Singapore is highly competitive with many players ranging from small local independent operators to large multinational companies. According to the Singapore Department of Statistics, there were over 750 catering establishments in Singapore in 2022.
This scheme was established in December 2000 to enable food establishments to achieve the following: i. train supervisors and managers of food establishments to establish and maintain good hygiene practices; ii. assist operators to supervise the handling of food and to correct any irregularities found; and iii. promote professionalism in the food retail industry.
This scheme was established in December 2000 to enable food establishments to achieve the following: i. train supervisors and managers of food establishments to establish and maintain good hygiene practices; ii. assist operators to supervise the handling of food and to correct any irregularities found; and iii. promote professionalism in the retail food industry.
As at the date of this Annual Report, we have been granted a Registration to Import Processed Food Products and Food Appliances license from the SFA, subject to the following conditions: i. that the licensee must obtain a permit from the Director-General of the Food Administration for the import of each consignment of processed food and food appliances; ii. the import of processed food and food appliances is subject to full compliance with the SOFA and the Food Regulations; iii. all food products are to be obtained from regulated sources; iv. the Director-General may restrict or prohibit the import of any food products or food appliances from any country, territory or place, any farm or processing establishment; v. all consignments of food products are required to be stored in a licensed cold room or warehouse registered with the SFA; vi. when any of the particulars of our Company have been changed, the licensee shall inform the SFA within 14 days; vii. the Director-General may at any time vary or revoke the existing conditions or impose new conditions; and viii. the Registration to Import Processed Food and Food Appliances may be suspended or revoked if the above conditions are not complied with or if an offence is committed under the SOFA or the Food Regulations.
As of the date of this Annual Report, we have been granted a Registration to Import Processed Food Products and Food Appliances license from the SFA, subject to the following conditions: i. that the licensee must obtain a permit from the Director-General of the Food Administration for the import of each consignment of processed food and food appliances; 42 ii. the import of processed food and food appliances is subject to full compliance with the SOFA and the Food Regulations; iii. all food products are to be obtained from regulated sources; iv. the Director-General may restrict or prohibit the import of any food products or food appliances from any country, territory or place, any farm or processing establishment; v. all consignments of food products are required to be stored in a licensed cold room or warehouse registered with the SFA; vi. when any of the particulars of our Company have been changed, the licensee shall inform the SFA within 14 days; vii. the Director-General may at any time vary or revoke the existing conditions or impose new conditions; and viii. the Registration to Import Processed Food and Food Appliances may be suspended or revoked if the above conditions are not complied with or if an offence is committed under the SOFA or the Food Regulations.
This includes the provision of medical treatment, except that and subject to paragraphs 1A, 1B and 1C of the same Part, the foreign employee may be made to bear part of any medical costs in excess of the minimum mandatory coverage under any medical insurance purchased and maintained by the employer under paragraph 4 of Part IV for the foreign employee if: i. the part of the medical costs to be paid by the foreign employee forms not more than 10% of the employee’s fixed monthly salary per month; ii. the period for which the foreign employee has to pay part of any medical costs must not exceed an aggregate of 6 months for every 2 years of his employment with the same employer; and iii. the foreign employee’s agreement to pay part of any medical costs is stated explicitly in the foreign employee’s employment contract or collective agreement.
This includes the provision of medical treatment, except that and subject to paragraphs 1A, 1B and 1C of the same Part, the foreign employee may be made to bear part of any medical costs in excess of the minimum mandatory coverage under any medical insurance purchased and maintained by the employer under paragraph 4 of Part IV for the foreign employee if: i. the part of the medical costs to be paid by the foreign employee forms not more than 10% of the employee’s fixed monthly salary per month; 43 ii. the period for which the foreign employee has to pay part of any medical costs must not exceed an aggregate of 6 months for every 2 years of his employment with the same employer; and iii. the foreign employee’s agreement to pay part of any medical costs is stated explicitly in the foreign employee’s employment contract or collective agreement.
We believe our Central Kitchen has helped to make our business a scalable one and will provide a platform for our expansion in the future. ● Standardized quality control system and menu: We have a stringent quality control system through implementing a set of internal operating procedures that generally comply with the EPHR, covering procurement, delivery and acceptance of ingredients, selection of suppliers, inventory management and storage of ingredients as well as various quality control procedures covering all aspects of our operations to ensure food safety (which includes food preparation, handling, cooking, packing, delivery and distribution processes), quality of our food products and good customer services.
We believe our Central Kitchen has helped to make our business a scalable one and will provide a platform for our expansion in the future. 36 ● Standardized quality control system and menu: We have a stringent quality control system through implementing a set of internal operating procedures that generally comply with the EPHR, covering procurement, delivery and acceptance of ingredients, selection of suppliers, inventory management and storage of ingredients as well as various quality control procedures covering all aspects of our operations to ensure food safety (which includes food preparation, handling, cooking, packing, delivery and distribution processes), quality of our food products and good customer services.
To gain a position in a highly competitive market, competitors must demonstrate strengths including i) high-quality food offerings and food safety, ii) brand recognition and reputation, iii) diversity and adaptability, and strong operational capability, etc. Nature and Factors of Market Competition Incorporation of ESG. There is increasing importance placed on businesses operating in an ethical and environmentally friendly way.
To gain a position in a highly competitive market, competitors must demonstrate strengths including i) high-quality food offerings and food safety, ii) brand recognition and reputation, iii) diversity and adaptability, and strong operational capability, etc. 23 Nature and Factors of Market Competition Incorporation of ESG. There is increasing importance placed on businesses operating in an ethical and environmentally friendly way.
Gao, our Executive Directors and Chief Executive Officer) 3 Accounts 1 Human resources and administration 3 Catering operations 31 Sales and marketing 1 Procurement 1 Total 40 Over half of these employees were foreign workers, mainly from Malaysia, the People’s Republic of China and India. Our employees are not represented by a labor organization or covered by collective bargaining agreements.
Gao, our Executive Directors and Chief Executive Officer) 3 Accounts 1 Human resources and administration 3 Catering operations 31 Sales and marketing 1 Procurement 1 Total 40 Over half of these employees were foreign workers, mainly from Malaysia, the People’s Republic of China and India. 39 Our employees are not represented by a labor organization or covered by collective bargaining agreements.
The set up of our Central Kitchen and our experienced operation team (in particular the native Indian, Bangladesh and Chinese chefs, the purchase and administrative executive and our in-house delivery team) enable us to work on customized menus or special orders as well as to embark on other types of catering arrangements. We understand customers’ tastes and preferences are ever-changing.
The set up of our Central Kitchen and our experienced operation team (in particular the native Indian, Bangladesh and Chinese chefs, the purchase and administrative executive and our in-house delivery team) enable us to work on customized menus or special orders as well as to embark on other types of catering arrangements. 29 We understand customers’ tastes and preferences are ever-changing.
Our customers can also access real-time information on the status of their prepared meals and collect their prepared meals through the mobile app installed on their phones, and the current key card system would be replaced. 32 We care about the environment and we endeavor to use biodegradable disposable packing materials and dinnerware as much as possible.
Our customers can also access real-time information on the status of their prepared meals and collect their prepared meals through the mobile app installed on their phones, and the current key card system would be replaced. We care about the environment and we endeavor to use biodegradable disposable packing materials and dinnerware as much as possible.
Ultimately, catering businesses in Singapore that center their key priorities around delivering high quality fare and stringent food safety practices will have a competitive edge in the industry. Proven track record and experience . Catering requires specific skills and experience in areas like food preparation, menu planning, operational management, and client satisfaction.
Ultimately, catering businesses in Singapore that center their key priorities around delivering high quality fare and stringent food safety practices will have a competitive edge in the industry. 24 Proven track record and experience . Catering requires specific skills and experience in areas like food preparation, menu planning, operational management, and client satisfaction.
As such, we also manage delivery/collection, food warming services (namely Smart Incubator for budget prepared meals and warming trays for buffet) and/or provide disposable dinnerware for our customers. Due to the nature of our business, we generally operate throughout the year and only close for Deepavali day (a Hindu festival).
As such, we also manage delivery/collection, food warming services (namely Smart Incubator for budget prepared meals and warming trays for buffet) and/or provide disposable dinnerware for our customers. 25 Due to the nature of our business, we generally operate throughout the year and only close for Deepavali day (a Hindu festival).
Employees issued with S passes Pursuant to Part I of the Fifth Schedule of the EFMR, the employer is responsible for and must bear the costs of the foreign employee’s medical treatment in Singapore, except that and subject to paragraphs 2A, 2B and 2BA of the same Part, the foreign employee may be made to bear part of any medical costs in excess of the minimum mandatory coverage under any medical insurance purchased and maintained by the employer under paragraph 6 of Part II for the foreign employee if: i. the part of the medical costs to be paid by the foreign employee forms not more than 10% of the employee’s fixed monthly salary per month; ii. the period for which the foreign employee has to pay part of any medical costs must not exceed an aggregate of 6 months for every period of 2 years of his employment with the same employer; and iii. the foreign employee’s agreement to pay part of any medical costs is stated explicitly in the foreign employee’s employment contract or collective agreement.
Employees issued with S passes Pursuant to Part I of the Fifth Schedule of the EFMR, the employer is responsible for and must bear the costs of the foreign employee’s medical treatment in Singapore, except that and subject to paragraphs 2A, 2B and 2BA of the same Part, the foreign employee may be made to bear part of any medical costs in excess of the minimum mandatory coverage under any medical insurance purchased and maintained by the employer under paragraph 6 of Part II for the foreign employee if: i. the part of the medical costs to be paid by the foreign employee forms not more than 10% of the employee’s fixed monthly salary; ii. the period for which the foreign employee has to pay part of any medical costs must not exceed an aggregate of 6 months for every period of 2 years of his employment with the same employer; and iii. the foreign employee’s agreement to pay part of any medical costs is stated explicitly in the foreign employee’s employment contract or collective agreement.
Food catering businesses operate industrial kitchen facilities and employ staff to handle logistics like transportation, set-up and cleanup. 14 Restaurants ● Full-service restaurants refer to restaurants providing full table services where customers are served with their meals by waiters at the table and settle the bill at the end of the meal.
Food catering businesses operate industrial kitchen facilities and employ staff to handle logistics like transportation, set-up and cleanup. Restaurants ● Full-service restaurants refer to restaurants providing full table services where customers are served with their meals by waiters at the table and settle the bill at the end of the meal.
As at the date of this Annual Report, our senior staff member, Zhang Xiaoying, has completed the WSQ assessment titled “Apply Food Safety Management Systems for Food Service Establishments” and has attained the relevant certification from the Asian Culinary Institute of Singapore on January 6, 2021.
As of the date of this Annual Report, our senior staff member, Zhang Xiaoying, has completed the WSQ assessment titled “Apply Food Safety Management Systems for Food Service Establishments” and has attained the relevant certification from the Asian Culinary Institute of Singapore on January 6, 2021.
Prior to issuing a purchase order to a supplier, we would compare price quotations from other approved suppliers to ensure cost efficiency. Our purchase and administrative executive reviews the list regularly and may remove a supplier from the list if it fails to meet our selection criteria listed above during the review.
Prior to issuing a purchase order to a supplier, we compare price quotations from other approved suppliers to ensure cost efficiency. Our purchase and administrative executive reviews the list regularly and may remove a supplier from the list if it fails to meet our selection criteria listed above during the review.
We cover all waste containers in our Central Kitchen and Food Stall with lids and keep them away from food serving areas. All our food handlers are requested to maintain a high standard of personal hygiene and cleanliness pursuant to our internal guidelines. 29 We care about food safety.
We cover all waste containers in our Central Kitchen and Food Stall with lids and keep them away from food serving areas. All our food handlers are requested to maintain a high standard of personal hygiene and cleanliness pursuant to our internal guidelines. We care about food safety.
(d) Employment Act Pursuant to Part VI of the Employment Act 1968 (“ EA ”), workmen who receive salaries not exceeding S$4,500 a month and employees (other than workmen) who receive salaries not exceeding S$2,600 a month are entitled to, inter alia , the following safeguards: i. every such employee must be allowed in each week a rest day without pay of one whole day which must be Sunday or such other day as the employer may determine from time to time; ii. such employees must not under any circumstances work for more than 12 hours in any one day, except in circumstances described in Section 38(2) of the EA; and iii. such employees must not be permitted to work overtime for more than 72 hours a month.
(d) Employment Act Pursuant to Part VI of the Employment Act 1968 (“EA”), workmen who receive salaries not exceeding S$4,500 a month and employees (other than workmen) who receive salaries not exceeding S$2,600 a month are entitled to, inter alia , the following safeguards: i. every such employee must be allowed in each week a rest day without pay of one whole day which must be Sunday or such other day as the employer may determine from time to time; ii. such employees must not under any circumstances work for more than 12 hours in any one day, except in circumstances described in Section 38(2) of the EA; and iii. such employees must not be permitted to work overtime for more than 72 hours a month.
Once the sample dishes are approved, our sales and marketing team will update the menus on our corporate website. 25 Customer and orders management Our sales and marketing team is responsible for customer sourcing and management and they group customers by four main routes to facilitate planning of delivery schedule.
Once the sample dishes are approved, our sales and marketing team will update the menus on our corporate website. Customer and orders management Our sales and marketing team is responsible for customer sourcing and management and they group customers by four main routes to facilitate planning of delivery schedule.
The market size of the corporate catering services industry by revenue in Singapore is expected to increase from S$599.0 million in 2023 to S$799.4 million in 2027, representing a CAGR of approximately 7.5%. 17 Market Size of the Corporate Catering Service in Heavy Industry in Singapore, by Revenue, 2018-2027E Note: Heavy industries include construction industry, logistics industry, manufacturing industry and others Source: The Frost & Sullivan Report The market size of the corporate catering services industry in heavy industry represents a subsegment of the total market size of corporate catering service, which may include heavy industry and other downstream clients such as offices, business functions, schools, healthcare facilities etc.
The market size of the corporate catering services industry by revenue in Singapore is expected to increase from S$599.0 million in 2023 to S$799.4 million in 2027, representing a CAGR of approximately 7.5%. 20 Market Size of the Corporate Catering Service in Heavy Industry in Singapore, by Revenue, 2018-2027E Note: Heavy industries include construction industry, logistics industry, manufacturing industry and others Source: The Frost & Sullivan Report The market size of the corporate catering services industry in heavy industry represents a subsegment of the total market size of corporate catering service, which may include heavy industry and other downstream clients such as offices, business functions, schools, healthcare facilities etc.
Gaining trust among ecologically and socially aware consumers through a strong commitment to ESG performance can result in an expanded customer base and greater brand loyalty over time. 20 Brand Awareness and Good Reputation.
Gaining trust among ecologically and socially aware consumers through a strong commitment to ESG performance can result in an expanded customer base and greater brand loyalty over time. Brand Awareness and Good Reputation.
Our Central Kitchen is equipped with a number of semi-automated equipment, such as vegetable cutters and two-in-one washing and slicing machines, to assist with washing and processing of ingredients to increase the efficiency of our Central Kitchen.
Our Central Kitchen is equipped with a number of semi-automated pieces of equipment, such as vegetable cutters and two-in-one washing and slicing machines, to assist with washing and processing of ingredients to increase the efficiency of our Central Kitchen.
It operates 24 hours daily throughout the year (with the exception of Deepavali day, a Hindu festival) and each work day is divided into two shifts with the day shift from 00:00 to 12:00 and the night shift from 12:00 to 24:00.
It operates 24 hours a day throughout the year (with the exception of Deepavali day, a Hindu festival) and each work day is divided into two shifts with the day shift from 00:00 to 12:00 and the night shift from 12:00 to 24:00.
These factors collectively contribute to the elevated operating costs that corporate caterers in Singapore face compared to those in other countries. 19 Regulations and Laws Source: The Frost & Sullivan Report Competitive Landscape of Catering Services in Singapore The catering service industry in Singapore is highly competitive with a large amount of players ranging from small independent operators to large multinational companies participating in various cuisines.
These factors collectively contribute to the elevated operating costs that corporate caterers in Singapore face compared to those in other countries. 22 Regulations and Laws Source: The Frost & Sullivan Report Competitive Landscape of Catering Services in Singapore The catering service industry in Singapore is highly competitive with a large amount of players ranging from small independent operators to large multinational companies participating in various cuisines.
As consumers in the catering services industry are typically less loyal due to low switching costs, the catering services industry in Singapore has become more fragmented with no dominant player. The bigger players have tried to expand their business and strengthen their market presence through acquisition and it is expected that the trend of consolidation will continue in the future.
As consumers in the catering services industry are typically less loyal due to low switching costs, the catering services industry in Singapore has become more fragmented with no dominant player. The bigger players have tried to expand their businesses and strengthen their market presence through acquisition and it is expected that the trend of consolidation will continue in the future.
In recognition of our efforts in improving foreign workers’ welfare in Singapore, the MOM has issued a certificate of appreciation to us in 2022. 30 We believe that we can only retain our customers if we offer them fresh, tasty and nutritious food at budget/affordable pricing and hence we would attribute our success partly to our strong commitment to food quality.
In recognition of our efforts in improving foreign workers’ welfare in Singapore, the MOM issued a certificate of appreciation to us in 2022. We believe that we can only retain our customers if we offer them fresh, tasty and nutritious food at budget/affordable pricing and hence we would attribute our success partly to our strong commitment to food quality.
As our businesses expand, we plan to upgrade our computer system by installing an enterprise resource planning (the “ERP”) system which is a business process management software system designed to manage, streamline and integrate our Group’s financials, supply chain, operations, reporting, catering and human resources activities in real-time by sharing one common database.
As our businesses expands, we plan to upgrade our computer system by installing an enterprise resource planning (the “ERP”) system which is a business process management software system designed to manage, streamline and integrate our Group’s financials, supply chain, operations, reporting, catering and human resources activities in real-time by sharing one common database.
Employees The operation of our Central Kitchen is highly labor-intensive as the budget prepared meals are manually prepared, including cooking, scooping food into containers, moving food trays from one point to another and labeling food packets. The following is a breakdown of our full-time employees as of June 30, 2024: Function Number of Full-Time Employees Management (including Mr.
Employees The operation of our Central Kitchen is highly labor-intensive as the budget prepared meals are manually prepared, including cooking, scooping food into containers, moving food trays from one point to another and labeling food packets. The following is a breakdown of our full-time employees as of June 30, 2025: Function Number of Full-Time Employees Management (including Mr.
ITEM 4. INFORMATION ON THE COMPANY CORPORATE HISTORY AND STRUCTURE Corporate Structure Our Company was incorporated in the Cayman Islands on May 30, 2023 under the Companies Act as an exempted company with limited liability. Our authorized share capital was US$500,000 divided into 500,000,000 shares, par value of US$0.001 each.
ITEM 4. INFORMATION ON THE COMPANY CORPORATE HISTORY AND STRUCTURE Corporate Structure Our Company was incorporated in the Cayman Islands on May 30, 2023 under the Companies Act as an exempted company with limited liability. Our authorized share capital was originally US$500,000 divided into 500,000,000 Ordinary Shares, par value of US$0.001 each.
We have also internally set the following maximum shelf life for different types of ingredients that are commonly used in our restaurants: Maximum shelf-life Day Fresh and chilled meat/seafood 1-3 Frozen food 7-60 Vegetables 1-3 Our inventory is managed on a first-in-first-out basis.
We have also internally set the following maximum shelf life for different types of ingredients that are commonly used in our restaurants: Maximum shelf-life Days Fresh and chilled meat/seafood 1-3 Frozen food 7-60 Vegetables 1-3 Our inventory is managed on a first-in-first-out basis.
Our Directors believe that our safety measures and precautions help to reduce the number of work-related injuries of our staff and are adequate and effective to prevent serious work injuries. During the years ended June 30, 2023 and 2024, we did not record any material incident of work injuries nor were there any claims in relation to work injuries.
Our Directors believe that our safety measures and precautions help to reduce the number of work-related injuries of our staff and are adequate and effective to prevent serious work injuries. During the years ended June 30, 2024 and 2025, we did not record any material incident of work injuries nor were there any claims in relation to work injuries.
To the best knowledge and belief of our Directors having made due enquiries, we are the pioneer and the only caterer in Singapore to offer premium hi-tech delivery services through Smart Incubators, which ensure our budget prepared meals are delivered to our customers in a secured, hygienic and contactless way and the prepared meals would be stored at a food-safe temperature of approximately 140 °F as mandated by the SFA to prevent food contamination and to keep food warm until the customers collect them at a convenient time.
To the best knowledge and belief of our Directors having made due enquiries, we are the pioneer and the only caterer in Singapore to offer premium hi-tech delivery services through Smart Incubators, which ensure that our budget prepared meals are delivered to our customers in a secured, hygienic and contactless way and that the prepared meals are stored at a food-safe temperature of approximately 140°F as mandated by the SFA to prevent food contamination and to keep food warm until the customers collect them at a convenient time.
Raw material suppliers distribute food ingredients, such as meat, vegetable, seafood, etc., to food processing and catering servicing providers. Depending on the business model, it can be in a restaurant setting or in off-site food preparation factories or a central kitchen where then the chefs prepare the food.
Raw material suppliers distribute food ingredients, such as meat, vegetables, seafood, etc., to food processing and catering servicing providers. Depending on the business model, it can be in a restaurant setting or in off-site food preparation factories or a central kitchen where then the chefs prepare the food.
The relevant regulatory body is the MOM. 38 (f) Foreign Worker Quotas and Levies The number of work permit and S pass holders a company is entitled to hire is limited by a quota and subject to levy. Levy rates vary across sectors and are tiered based on the proportion of foreign workers employed by a company.
The relevant regulatory body is the MOM. 44 (f) Foreign Worker Quotas and Levies The number of work permit and S pass holders a company is entitled to hire is limited by a quota and subject to levy. Levy rates vary across sectors and are tiered based on the proportion of foreign workers employed by a company.
This results in an upward shift in the demand curve for corporate catering services in Singapore. 18 Sustained demand from the heavy industries. Catering services play a crucial role in meeting the dietary needs of foreign workers in Singapore’s construction industry, who typically reside in nearby dormitories or temporary accommodations.
This results in an upward shift in the demand curve for corporate catering services in Singapore. 21 Sustained demand from the heavy industries. Catering services play a crucial role in meeting the dietary needs of foreign workers in Singapore’s construction industry, who typically reside in nearby dormitories or temporary accommodations.
The supervisor in charge will ensure that all food orders/processed ingredients are prepared and packed as per schedule and conduct random tasting of our food products to ensure that they meet our internal quality standard before they are packed. He will also check the packaging of our food products/processed ingredients before they are being loaded to the delivery vans.
The supervisor in charge will ensure that all food orders/processed ingredients are prepared and packed as per schedule and conduct random tasting of our food products to ensure that they meet our internal quality standard before they are packed. He will also check the packaging of our food products/processed ingredients before they are loaded into the delivery vans.
We adopt similar control procedures for the cash received by our sales and marketing department from the operations of our Central Kitchen. During the years ended June 30, 2023 and 2024, we have not experienced any material cash misappropriation. Our sales and marketing department is responsible for monitoring consumer payments.
We adopt similar control procedures for the cash received by our sales and marketing department from the operations of our Central Kitchen. During the years ended June 30, 2024 and 2025, we have not experienced any material cash misappropriation. Our sales and marketing department is responsible for monitoring consumer payments.
REGULATORY ENVIRONMENT GOVERNMENT REGULATIONS We have identified the following principal laws and regulations that materially affect our business operations, and their relevant regulatory bodies in Singapore (apart from those relating to general business requirements): (a) Environmental Public Health Act and Environmental Public Health (Food Hygiene) Regulations (i) Environmental Public Health Act Pursuant to Section 32 of the Environmental Public Health Act 1987 (the “ EPHA ”), a person must not operate or use or knowingly permit a food establishment to be used for any of the purposes specified in the First Schedule without first obtaining a license from the Director-General of the Food Administration as appointed under Section 3(1) of the EPHA and Section 3(1) of the Sale of Food Act 1973 (the “ Director-General ”).
REGULATORY ENVIRONMENT Government Regulations We have identified the following principal laws and regulations that materially affect our business operations, and their relevant regulatory bodies in Singapore (apart from those relating to general business requirements): (a) Environmental Public Health Act and Environmental Public Health (Food Hygiene) Regulations (i) Environmental Public Health Act Pursuant to Section 32 of the Environmental Public Health Act 1987 (the “EPHA”), a person must not operate or use or knowingly permit a food establishment to be used for any of the purposes specified in the First Schedule without first obtaining a license from the Director-General of the Food Administration as appointed under Section 3(1) of the EPHA and Section 3(1) of the Sale of Food Act 1973 (the “Director-General”).
To maintain a hygienic environment in our Central Kitchen and Food Stall, the floors, equipment and preparation surfaces are cleaned and sanitized on a daily basis while cleaning of walls, fans and air-conditioners takes place four times a week.
To maintain a hygienic environment in our Central Kitchen and Food Stall (when in operation), the floors, equipment and preparation surfaces are cleaned and sanitized on a daily basis while cleaning of walls, fans and air-conditioners takes place four times a week.
While established industry players are proficient in the whole serving process including the operational flow, customer relationship management and supply chain management, new entrants without strong experience may struggle with the learning curve and result in challenges in regard to cost control and operational efficiency, which could be substantial discouraging factor for some entrepreneurs from starting a catering business. 21 Variety and Flexibility .
While established industry players are proficient in the whole serving process including the operational flow, customer relationship management and supply chain management, new entrants without strong experience may struggle with the learning curve and result in challenges in regard to cost control and operational efficiency, which could be substantial discouraging factor for some entrepreneurs from starting a catering business.
At the beginning of each shift, the supervisor in charge will inspect the hygienic condition of our Central Kitchen and brief the chefs, assistant chefs, machine operator, kitchen assistants and packers for the orders that they have to fulfill for that shift and give them specific instructions for their duties as well as to discuss food handling and personal hygiene matters and customers’ feedback with them.
At the beginning of each shift, the supervisor in charge will inspect the hygienic condition of our Central Kitchen and brief the chefs, assistant chefs, machine operator, kitchen assistants and packers regarding the orders that they have to fulfill for that shift and give them specific instructions for their duties as well as discussing food handling and personal hygiene matters and customers’ feedback with them.
With effect from July 1, 2023 (originally January 1, 2023 before SFA granted an extension), food handlers from both retail and non-retail food businesses would be required to pass WSQ Food Safety Course Level 1. Under this course, participants undergo training and assessment which result in a Statement of Attainment upon successful completion of the assessment.
With effect from July 1, 2023 (originally January 1, 2023 before SFA granted an extension), food handlers from both retail and non-retail food businesses are required to pass WSQ Food Safety Course Level 1. Under this course, participants undergo training and assessment which result in a Statement of Attainment upon successful completion of the assessment.
As part of an effective group reorganization, Premium Catering became an indirect wholly-owned subsidiary of our Company. 13 Key Milestones The key milestones in the development of our Group are highlighted chronologically below: Year (s) Milestones 2012 ● Incorporation of Premium Catering Private Limited. ● Set up the Central Kitchen and commenced operations at a single unit at Food Xchange @ Admiralty in Singapore, which is a strata-titled full-fledged food facility specially tailor-made for the food and beverage industry, to sell budget prepared meals to foreign workers in the construction industry in Singapore. 2018 ● Expanded the Central Kitchen to two units at Food Xchange @ Admiralty in Singapore. 2019 ● Introduced smart incubators, which are our custom-made compartmentalized heated and insulated food vending lockers (the “Smart Incubators”), to deliver budget prepared meals to our customers at designated dormitories or work sites in a secured, hygienic and contactless manner in Singapore. 2022 ● Set up the food stall selling Indian food in a canteen of a dormitory located at 11A Jalan Tukang Road in Singapore, which was subsequently closed when the lease expired December 31, 2023 (the “Food Stall”).
As part of an effective group reorganization, Premium Catering became an indirect wholly-owned subsidiary of our Company on June 12, 2024. 16 Key Milestones The key milestones in the development of our Group are highlighted chronologically below: Year Milestone 2012 ● Incorporation of Premium Catering Private Limited. ● Set up the Central Kitchen and commenced operations at a single unit at Food Xchange @ Admiralty in Singapore, which is a strata-titled full-fledged food facility specially tailor-made for the food and beverage industry, to sell budget prepared meals to foreign workers in the construction industry in Singapore. 2018 ● Expanded the Central Kitchen to two units at Food Xchange @ Admiralty in Singapore. 2019 ● Introduced smart incubators, which are our custom-made compartmentalized heated and insulated food vending lockers (the “Smart Incubators”), to deliver budget prepared meals to our customers at designated dormitories or work sites in a secured, hygienic and contactless manner in Singapore. 2022 ● Set up the food stall selling Indian food in a canteen of a dormitory located at 11A Jalan Tukang Road in Singapore, which was subsequently closed when the lease expired December 31, 2023 (the “Food Stall”).
For customers who ordered our buffets, we will stage the buffets for them at the designated venues with tablecloth, warming trays, serving utensils and disposable dinnerware and we will also clean up the buffet after consumption.
For customers who order our buffets, we will stage the buffets for them at the designated venues with tablecloth, warming trays, serving utensils and disposable dinnerware and we will also clean up the buffet after consumption.
We consider our global labor practices and employee relations to be good, and to date, we have not experienced any significant labor disputes. Intellectual Property We have been operating our catering business under the brand name of “Premium Catering”. We do not have any registered any trademarks but we have registered the domain name http://premium-catering.com.sg/ and http://www.premiumcateringholdings.com/.
We consider our global labor practices and employee relations to be good, and to date, we have not experienced any significant labor disputes. Intellectual Property We have been operating our catering business under the brand name of “Premium Catering.” We do not have any registered trademarks but we have registered the domain names http://premium-catering.com.sg/ and http://www.premiumcateringholdings.com/.
As at the date of this Annual Report, we have complied with the material requirements of the WICA in relation to the insurance of employees during the financial years ended June 30, 2023 and 2024. .
As at the date of this Annual Report, we have complied with the material requirements of the WICA in relation to the insurance of employees during the financial years ended June 30, 2024 and 2025.
The WSQ system was launched on July 12, 2006 by SkillsFuture Singapore, as the national qualifications system for the food and beverages industry. To be certified as an FHO, one will need to attend and pass the WSQ Food Safety Course Level 3, which results in a Statement of Attainment.
The WSQ system was launched on July 12, 2006 by SkillsFuture Singapore, as the national qualifications system for the food and beverages industry. To be certified as an FHO, one must attend and pass the WSQ Food Safety Course Level 3, which results in a Statement of Attainment.
Our Growth Strategy We currently sell approximately 15,000 budget prepared meals per day, which only cover a small percentage of the foreign workers in Singapore.
Our Growth Strategy We currently sell approximately 17,000 budget prepared meals per day, which only cover a small percentage of the foreign workers in Singapore.
Fire Safety Certificate is needed should our company operate a kitchen facility which is administered by the Singapore Civil Defence Force. Obtaining these licenses can be difficult for new entrants due to complex application processes and costs. This can deter some new caterers from entering the market. See “Regulatory Environment” below. Initial Capital Investment and Operating Cost .
Fire Safety Certificate is needed should our company operate a kitchen facility which is administered by the Singapore Civil Defence Force. Obtaining these licenses can be difficult for new entrants due to complex application processes and costs. This can deter some new caterers from entering the market. Initial capital investment and operating cost .
Pursuant to Section 21 of the WSHA, if the Commissioner for Workplace Safety and Health appointed under Section 7 (the “Commissioner”) is satisfied that the employer has contravened its duty imposed by the WSHA, or that any workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work, the Commissioner may serve a remedial order or a stop-work order in respect of a workplace.
The relevant regulatory body is the MOM. 46 Pursuant to Section 21 of the WSHA, if the Commissioner for Workplace Safety and Health appointed under Section 7 (the “Commissioner”) is satisfied that the employer has contravened its duty imposed by the WSHA, or that any workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work, the Commissioner may serve a remedial order or a stop-work order in respect of a workplace.
BUSINESS OPERATIONS Overview We are a certified Halal food caterer specializing in Indian, Bangladesh and Chinese cuisine, which means food prepared in accordance with the dietary standards as prescribed in the Muslim scripture, the Quran or otherwide permissible for eating by Islamic law. We have over 11 years of experience in the catering services industry in Singapore. Mr.
BUSINESS OPERATIONS Overview We are a certified Halal food caterer specializing in Indian, Bangladesh and Chinese cuisine, which means food prepared in accordance with the dietary standards as prescribed in the Muslim scripture, the Quran or otherwise permissible for eating by Islamic law. We have over 12 years of experience in the catering services industry in Singapore. Mr.
The following are pictures showing our chefs cooking and our packers packing our food products in our Central Kitchen: Our Central Kitchen is licensed by the SFA to operate as a catering establishment and certified by the MUIS to be a food establishment that produces Halal food which is permissible for Muslim to consume.
The following pictures show our chefs cooking and our packers packing our food products in our Central Kitchen: Our Central Kitchen is licensed by the SFA to operate as a catering establishment and certified by the MUIS to be a food establishment that produces Halal food which is permissible for Muslim to consume.
Our supervisors are responsible for ensuring that our customer orders are prepared as per schedule, conducting sample tasting of our food products to ensure they meet our quality standard before they are packed and delivered to our customers and coordinating the loading of our food products to the relevant delivery vans.
Our supervisors are responsible for ensuring that our customer orders are prepared as per schedule, conducting sample tasting of our food products to ensure they meet our quality standard before they are packed and delivered to our customers and coordinating the loading of our food products into the appropriate delivery vans.
Operation of Food Stall We set up the Food Stall in a canteen of a dormitory at Stall 1 (#01-K4), JTK Food and Beer House, located at 11A Jalan Tukang Road, #01-K3, Singapore 619267 in September 2022 as an attempt to diversify our catering business to the operation of a retail food establishment.
Previous Operations of Food Stall and Subsequent Closure We set up the Food Stall in a canteen of a dormitory at Stall 1 (#01-K4), JTK Food and Beer House, located at 11A Jalan Tukang Road, #01-K3, Singapore 619267 in September 2022 as an attempt to diversify our catering business to the operation of a retail food establishment.
Our purchase and administrative executive is in charge of maintaining our list of approved suppliers and there are approximately 70 approved suppliers from whom we source our ingredients and other supplies and we have at least three suppliers for each major category of ingredients.
Our purchase and administrative executive is in charge of maintaining our list of approved suppliers. We currently have approximately 70 approved suppliers from whom we source our ingredients and other supplies and we have at least three suppliers for each major category of ingredients.
To the best knowledge and belief of our Directors having made due enquiries, we were not involved in any non-compliance incidents under Singapore laws and regulations for the years ended June 30, 2023 and 2024, which may adversely affect our results of operations and financial condition.
To the best knowledge and belief of our Directors having made due enquiries, we were not involved in any non-compliance incidents under Singapore laws and regulations for the years ended June 30, 2024 and 2025 that may adversely affect our results of operations and financial condition.
Gao, and prior to the offering, our total issued shares are held as to 10,547,250 shares by Hero Global, 645,750 shares by United Source, 703,150 shares by Ms. Kong, 703,150 shares by Trillion Able, 617,050 shares by Better Access, 430,500 shares by Mr. Gao and 703,150 shares by True Sage.
Gao, and prior to the Initial Public Offering, our total issued shares were held as to 10,547,250 shares by Hero Global, 645,750 shares by United Source, 703,150 shares by Ms. Kong, 703,150 shares by Trillion Able, 617,050 shares by Better Access, 430,500 shares by Mr. Gao and 703,150 shares by True Sage.
As of the date of this Annual Report, the Food Stall is closed and management is analyzing and determining suitable alternatives for continuation of the Foot Stall and establishment at a different location. . ● Received a certificate of appreciation from the Ministry of Manpower in Singapore, which is responsible for the formulation and implementation of policies related to the workforce (“MOM”) in recognition of our efforts in improving foreign workers’ welfare in Singapore. ● Shifted the Central Kitchen to 21 Chin Bee Avenue Singapore 619942. 2023 ● Started buffet catering services for private functions as well as corporate and community events in Singapore. 2024 ● Completed our Offering of 1,650,000 Ordinary Shares at a public offering price of US$4.75 per share and the Ordinary Shares began trading on September 25, 2024 on the Nasdaq under the trading symbol “PC”.
As of the date of this Annual Report, the Food Stall is closed and management is analyzing and determining suitable alternatives for continuation of the Foot Stall and establishment at a different location. ● Received a certificate of appreciation from the Ministry of Manpower in Singapore, which is responsible for the formulation and implementation of policies related to the workforce (“MOM”) in recognition of our efforts in improving foreign workers’ welfare in Singapore. ● Shifted the Central Kitchen to 21 Chin Bee Avenue, Singapore 619942. 2023 ● Started buffet catering services for private functions as well as corporate and community events in Singapore. 2024 ● Completed our Initial Public Offering of 1,650,000 Ordinary Shares at a public offering price of US$4.75 per share and the Ordinary Shares began trading on September 25, 2024 on the Nasdaq Capital Market under the trading symbol “PC.” 2025 ● Completed our Best Efforts Offering of 10,000,000 Ordinary Shares at a public offering price of US$0.50 per share.
We also provide ancillary delivery services. As at June 30, 2024, we have a Central Kitchen and employ approximately 40 employees supported by a fleet of four delivery vans.
We also provide ancillary delivery services. As of June 30, 2025, we have a Central Kitchen and employ approximately 40 employees supported by a fleet of four delivery vans.
All our staff working at our Central Kitchen, including chefs, assistant chefs, machine operator, kitchen assistants and packers, are required to practice good personal hygiene and to wear our Company uniform, non-slippery foot wear, disposal gloves, face masks and hair nets at all time when working at our Central Kitchen and visitors are not allowed to enter our Central Kitchen unless they wear non-slippery footwear and face masks.
All our staff working at our Central Kitchen, including chefs, assistant chefs, machine operator, kitchen assistants and packers, are required to practice good personal hygiene and to wear our Company uniform, non-slippery footwear, disposable gloves, face masks and hair nets at all times when working at our Central Kitchen and visitors are not allowed to enter our Central Kitchen unless they wear non-slippery footwear and face masks.
The LED lighting system of our Smart Incubator also facilitates our customers to find their designated compartment in the Smart Incubator, especially in a dark environment. 22 We will install a Smart Incubator at a designated dormitory or work site if there is a minimum cumulative order of 60 prepared meal packages with Smart Incubator services.
The LED lighting system of our Smart Incubator also facilitates our customers in finding their designated compartment in the Smart Incubator, especially in a dark environment. 26 We will install a Smart Incubator at a designated dormitory or work site if there is a minimum cumulative order of 60 prepared meal packages with Smart Incubator services.
A “food establishment” also includes a retail food establishment where food is sold wholly by retail (whether the food sold is also prepared, stored or packed for sale or consumed at such premises), including an eating establishment. Retail food establishments that are part of a non-retail food business within the meaning of the SOFA are exempted.
Catering establishments that are part of a non-retail food business within the meaning of the Sale of Food Act 1973 (“SOFA”) are exempted. A “food establishment” also includes a retail food establishment where food is sold wholly by retail (whether the food sold is also prepared, stored or packed for sale or consumed at such premises), including an eating establishment.
Gao, credited as fully paid. Upon completion of this reorganization whereby the entire share capital of Premium Catering was transferred to us, our Group comprised Starry Grade and Premium Catering as our direct and indirect wholly-owned subsidiaries, respectively.
Upon completion of this reorganization whereby the entire share capital of Premium Catering was transferred to us, our Group comprised Starry Grade and Premium Catering as our direct and indirect wholly-owned subsidiaries, respectively.
Overall, the market size has slightly declined at a Compound Annual Growth Rate (“ CAGR ”) of approximately -0.7% during 2018 to 2022.
Overall, the market size has slightly declined at a Compound Annual Growth Rate (“CAGR”) of approximately -0.7% during 2018 to 2022.
Gao, our founder, Executive Director and Chief Executive Officer, is a veteran in the catering industry. Adopting the motto “Your Welfare Is Our Top Priority”, Mr.
Gao, our founder, Executive Director and Chief Executive Officer, is a veteran in the catering industry. Adopting the motto “Your Welfare Is Our Top Priority,” Mr.
In cases where our customers have subscribed for the services of our Smart Incubators, the budget prepared meals would be delivered to the designated compartments of our Smart Incubators.
In cases where our customers have subscribed for the services of our Smart Incubators, the budget prepared meals are delivered to the designated compartments of our Smart Incubators.
These types of restaurants have established an effective process from order taking to cooking which is specially designed to serve food quickly and efficiently. Customers usually order their food, pay at the order counter, pick up their food and take it to a seating area to dine. Their average dining time is approximately 30 minutes.
These types of restaurants have established an effective process from order taking to cooking which is specially designed to serve food quickly and efficiently. Customers usually order their food, pay at the order counter, pick up their food and take it to a seating area to dine.
Our Central Kitchen and proposed re-location and establishment of our new Food Stall will be subject to assessment based on the new SAFE Framework upon the renewal of our license, which was renewed by the SFA, License No. SE23B23A000, expiring May 22, 2025.
Our Central Kitchen and proposed re-location and establishment of our new Food Stall will be subject to assessment based on the new SAFE Framework upon the renewal of our license, which was renewed by the SFA, License No.
Ltd. on June 16, 2022. 36 (c) Regulation of Imports and Exports Regulations Pursuant to Section 3 of the Regulation of Imports and Exports Regulations 1995, no goods shall be imported into Singapore except in accordance with a permit granted by the Director-General. This includes goods such as processed food and food appliances.
(c) Regulation of Imports and Exports Regulations Pursuant to Section 3 of the Regulation of Imports and Exports Regulations 1995, no goods shall be imported into Singapore except in accordance with a permit granted by the Director-General. This includes goods such as processed food and food appliances.
As of June 30, 2024, we supply approximately 15,000 budget prepared meals per day respectively.
As of June 30, 2024 and 2025, we supply approximately 15,000 and 17,000 budget prepared meals per day, respectively.
As at the date of this Annual Report, our staff member, Sudha A/P Suppiah, has completed the WSQ assessment titled “Food Safety and Hygiene” and has attained the relevant certification from Eduquest International Institute Pte.
As of the date of this Annual Report, our staff member, Sudha A/P Suppiah, has completed the WSQ assessment titled “Food Safety and Hygiene” and has attained the relevant certification from Eduquest International Institute Pte. Ltd. on June 16, 2022.
Our services and menu offerings As at the date of this Annual Report, we generally cater for budget prepared meals for foreign workers, buffets and the food products offered at our Food Stall (which subsequently has been closed), and we generally work on standardized menus. All our food products are Halal and we can also cater to vegetarians.
Our services and menu offerings As at the date of this Annual Report, we generally cater for budget prepared meals for foreign workers and for buffets, and we generally work on standardized menus. All our food products are Halal and we can also cater to vegetarians.
Value Chain The value chain of food catering services industry in Singapore mainly consists of the upstream raw material suppliers and distributors, midstream food processing service providers and logistics arrangement providers, and consumption occasions including corporate and workforce, event and exhibitions and restaurants, as well as the end-customers who participate in various occasions.
Their average dining time is approximately 30 minutes Value Chain The value chain of the food catering services industry in Singapore mainly consists of the upstream raw material suppliers and distributors, midstream food processing service providers and logistics arrangement providers, and consumption occasions including corporate and workforce, event and exhibitions and restaurants, as well as the end-customers who participate in various occasions.
Overall, the market size of the food catering service industry in Singapore by revenue has declined at a CAGR of -10.8% from 2018 to 2022. 16 Considering the lagging recovery according to the food & beverage services index of food caterers published by the Singapore Department of Statistics, the market size of the food catering service industry in Singapore by revenue shall reach pre-COVID-19 levels in 2024, and further growth to S$2,422.3 million in 2027, representing a CAGR of approximately 7.4% during 2023 to 2027.
Considering the lagging recovery according to the food & beverage services index of food caterers published by the Singapore Department of Statistics, the market size of the food catering service industry in Singapore by revenue shall reach pre-COVID-19 levels in 2024, and further growth to S$2,422.3 million in 2027, representing a CAGR of approximately 7.4% during 2023 to 2027.
After accepting the deliveries made by our suppliers, our suppliers’ invoices will be sent to our Operation Manager for checking against the monthly statements issued by our suppliers. Our accounts department will also check such monthly statements and reconcile them against our payment records.
We generally settle payments to our suppliers on a monthly basis. After accepting the deliveries made by our suppliers, our suppliers’ invoices will be sent to our Operation Manager for checking against the monthly statements issued by our suppliers. Our accounts department will also check such monthly statements and reconcile them against our payment records.
The following is a breakdown of our revenue in the financial years ended June 30, 2023 and 2024 based on the nature of our business activities: Financial Years ended June 30, 2023 2024 S$’000 % S$’000 % Supply of budget prepared meals 4,961 95.2 4,759 92.2 Operation of Food Stall 236 4.5 351 6.8 Buffet catering services 15 0.3 49 1.0 Ancillary delivery services 2 - 5 - Total 5,214 100.0 5,164 100.0 Supply of budget prepared meals Singapore is dependent on foreign workers as a source of low-cost labor.
The following is a breakdown of our revenue in the financial years ended June 30, 2025 and 2024 based on the nature of our business activities: Financial Years ended June 30, 2025 2024 S$’000 % S$’000 % Supply of budget prepared meals 4,009 93.4 4,759 92.2 Operation of Food Stall - - 351 6.8 Buffet catering services 257 6.0 49 1.0 Ancillary delivery services 25 0.6 5 - Total 4,291 100.0 5,164 100.0 Supply of budget prepared meals Singapore is dependent on foreign workers as a source of low-cost labor.
Companies are implementing more strategies to minimize food waste and promote recycling, like using proper portion sizes, donating excess food to charities, composting organic waste, and opting for recyclable or compostable packaging. Specifically, smart incubators reduce food waste, use less plastic packaging and increase energy efficiency.
Waste reduction and recycling are also emerging trends gaining prominence among catering services. Companies are implementing more strategies to minimize food waste and promote recycling, like using proper portion sizes, donating excess food to charities, composting organic waste, and opting for recyclable or compostable packaging. Specifically, smart incubators reduce food waste, use less plastic packaging and increase energy efficiency.
It is a three- story building with gross floor area of approximately 1,611.5 square meters, of which: (i) approximately 1,165.9 square meters is used as an industrial area, comprising an Indian food cooking area, a Bangladesh food cooking area, a Chinese food cooking area, a rice cooking area, a holding area, a food packing area, two wash areas, a vegetable preparation room, a meat preparation room, a freezer room, a chiller room, a dry storage and two production areas; (ii) approximately 147.8 square meters is used as ancillary office for our head office operations; and (iii) approximately 297.8 square meters is used as ancillary area, such as goods lift, changing room and lavatories. 24 We have entered into a five-year lease with the landlord of the Central Kitchen with LRS-Premium Pte.
It is a three-story building with a gross floor area of approximately 1,611.5 square meters, of which: (i) approximately 1,165.9 square meters is used as an industrial area, comprising an Indian food cooking area, a Bangladesh food cooking area, a Chinese food cooking area, a rice cooking area, a holding area, a food packing area, two wash areas, a vegetable preparation room, a meat preparation room, a freezer room, a chiller room, a dry storage and two production areas; (ii) approximately 147.8 square meters is used as ancillary office for our head office operations; and (iii) approximately 297.8 square meters is used as ancillary area, such as goods lift, changing room and lavatories.
Any person or establishment that is found to have contravened the above regulation may be required by the Director-General, by a written order addressed to the convicted person, to no longer operate or use the place or premises or any part of the place or premises where the offence took place as a food establishment as from such date as the Director-General specifies in the order.
Retail food establishments that are part of a non-retail food business within the meaning of the SOFA are exempted. 40 Any person or establishment that is found to have contravened the above regulation may be required by the Director-General, by a written order addressed to the convicted person, to no longer operate or use the place or premises or any part of the place or premises where the offence took place as a food establishment as from such date as the Director-General specifies in the order.
We attribute our success partly to our adherence to stringent quality control through implementing a set of internal operating procedures that generally comply with the EPHR, covering procurement, delivery and acceptance of ingredients, selection of suppliers, inventory management and storage of ingredients as well as various quality control procedures covering all aspects of our operations to ensure food safety (which includes food preparation, handling, cooking, packing, delivery and distribution processes), quality of our food products and good customer services which have been detailed in the paragraphs under the heading “Operations of our Central Kitchen” above. 28 Our Operation Manager regularly visits our Central Kitchen and Food Stall when it was operational to check on our food quality, customer service (where applicable) and hygiene, and to ensure that our Central Kitchen and Food Stall comply with our internal operating procedures.
We attribute our success partly to our adherence to stringent quality control through implementing a set of internal operating procedures that generally comply with the EPHR, covering procurement, delivery and acceptance of ingredients, selection of suppliers, inventory management and storage of ingredients as well as various quality control procedures covering all aspects of our operations to ensure food safety (which includes food preparation, handling, cooking, packing, delivery and distribution processes), quality of our food products and good customer services which have been detailed in the paragraphs under the heading “Operations of our Central Kitchen” above.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Since inception, we have expanded and diversified our business to (i) supply budget prepared meals to a wider spectrum of customers, including, among others, foreign workers, students and other individuals residing in dormitories as well as foreign workers working in the marine and manufacturing industries); (ii) establish and operate the Food Stall in a in a canteen of a dormitory or other suitable location as determined by management; and (iii) provide buffet catering services for private functions as well as corporate and community events in Singapore.
Since inception, we have expanded and diversified our business to (i) supply budget prepared meals to a wider spectrum of customers, including, among others, foreign workers, students and other individuals residing in dormitories, as well as foreign workers working in the marine and manufacturing industries; (ii) establish and operate the Food Stall in the canteen of a dormitory or other suitable location as determined by management; and (iii) provide buffet catering services for private functions, as well as corporate and community events, in Singapore.
During the financial years ended June 30, 2023, and 2024, our cost of revenue was mainly comprised of raw materials costs, direct wages costs and packing material cost. For the years ended June 30, 2023 and 2024, our cost of revenue amounted to approximately S$4.1 million and S$4.3 million, respectively.
Cost of revenue During the financial years ended June 30, 2023, and 2024, our cost of revenue was mainly comprised of raw materials costs, direct wages costs and packing material cost. For the years ended June 30, 2023 and 2024, our cost of revenue amounted to approximately S$4.1 million and S$4.3 million, respectively.
As of June 30, 2024, our bank borrowings amounted to S$1.1 million and are denominated in Singapore dollar and bears interest at a fixed rate ranging from 2.5% - 3.25%. and variable rate at 6.2%. S$0.8 million of our bank borrowings constitute current liability and S$0.3 million constitutes non-current liability.
Bank borrowings As of June 30, 2024, our bank borrowings amounted to S$1.1 million and are denominated in Singapore dollar and bears interest at a fixed rate ranging from 2.5% - 3.25% and variable rate at 6.2%. S$0.8 million of our bank borrowings constitute current liability and S$0.3 million constitutes non-current liability.
Estimated useful lives are as follows: Category Expected useful life Renovation 5 years Furniture & Fittings 3 years Office equipment 5 years Machinery and equipment 5 years Motor vehicles 5 years Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets.
Estimated useful lives are as follows: Category Expected useful life Renovation 5 years Furniture & Fittings 3 years Office equipment 5 years Machinery and equipment 5 years Motor vehicles 5 years 66 Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily indicative of future operating results or financial condition.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our profitability, liquidity or capital resources, or that would cause reported financial information to be not necessarily indicative of future operating results or financial condition.
Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Job Growth Incentive 3,535 9,817 6,282 177.7 % Wage Credit Scheme 11,048 15,453 4,405 39.9 % SME Entity Grant 2,716 (2,716 ) (5,432 ) (200.0 )% Senior Employment Credit 4,064 5,366 1,302 32.0 % SkillsFuture Enterprise Credit 22 - (22 ) nm Others 885 1,385 500 56.5 % Total 22,270 29,305 7,035 31.6 % 48 For the financial year ended June 30, 2023 and June 30, 2024, the Jobs Growth Incentive is an initiative introduced by the Singapore Government in August 2020 to support local hiring to provide wage support to employers to help them in hiring local employees by co-funding monthly salaries paid to each local employee.
Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Job Growth Incentive 3,535 9,817 6,282 177.7 % Wage Credit Scheme 11,048 15,453 4,405 39.9 % SME Entity Grant 2,716 (2,716 ) (5,432 ) (200.0 )% Senior Employment Credit 4,064 5,366 1,302 32.0 % SkillsFuture Enterprise Credit 22 - (22 ) nm Others 885 1,385 500 56.5 % Total 22,270 29,305 7,035 31.6 % 54 For the financial year ended June 30, 2023 and June 30, 2024, the Jobs Growth Incentive is an initiative introduced by the Singapore Government in August 2020 to support local hiring to provide wage support to employers to help them in hiring local employees by co-funding monthly salaries paid to each local employee.
This has resulted in the increase in operating lease expenses for the year ended June 30, 2024, by approximately S$0.4 million or 59.4%. Depreciation expenses were charged on our property and equipment which included (i) machine and equipment; (ii) furniture and fittings; (iii) office equipment; (iv) motor vehicles and (v) renovation expenses.
This has resulted in the increase in operating lease expenses for the year ended June 30, 2024, by approximately S$0.4 million or 59.4%. 52 Depreciation expenses were charged on our property and equipment which included (i) machine and equipment; (ii) furniture and fittings; (iii) office equipment; (iv) motor vehicles and (v) renovation expenses.
If future cash flows are fairly uncertain, the liquidity risk increases. Impact of Inflation The types of inflationary pressures that affected our Company has primarily related to raw material costs, staff salaries and related costs. Inflation in Singapore has not materially affected our profitability and operating results.
If future cash flows are fairly uncertain, the liquidity risk increases. Impact of Inflation The types of inflationary pressures that affect our Company are primarily related to raw material costs, staff salaries and related costs. Inflation in Singapore has not materially affected our profitability and operating results.
When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. 60 Foreign Exchange Risk Our reporting currency is the Singapore dollar, and almost all of our revenues and other expenses are denominated in Singapore dollar currency.
When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage. Foreign Exchange Risk Our reporting currency is the Singapore dollar, and almost all of our revenues and other expenses are denominated in Singapore dollar currency.
The decrease in revenue generated from the supply of budget prepared meals of approximately S$0.2 million or 4.1% to approximately S$4.8 million for the year ended June 30, 2024 from approximately S$5.0 million in June 30, 2023 was mainly due to the cessation of supplying budget prepared meals to customers with lower margins.
The decrease in revenue generated from supplying budget prepared meals of approximately S$0.2 million, or 4.1%, to approximately S$4.8 million for the year ended June 30, 2024 from approximately S$5.0 million in June 30, 2023 was mainly due to the cessation of supplying budget prepared meals to customers with lower margins.
For the year ended June 30, 2024, we recorded net cash used in financing activities of approximately S$0.7 million, which was mainly attributable from (i) repayment of bank borrowings of S$0.7 million and finance leases of S$0.07 million.
For the year ended June 30, 2024, we recorded net cash used in financing activities of approximately S$0.7 million, which was mainly attributable from repayment of bank borrowings of S$0.7 million and finance leases of S$0.07 million.
Our Company, through its subsidiary namely Premium Catering, is a certified Halal food caterer specializing in Indian, Bangladesh and Chinese cuisine and we have over 11 years of experience in the catering services industry in Singapore.
Our Company, through its subsidiary, Premium Catering, is a certified Halal food caterer specializing in Indian, Bangladesh and Chinese cuisine and we have over 11 years of experience in the catering services industry in Singapore.
We have set up the Central Kitchen in 2012 under the brand “Premium Catering” to supply budget prepared meals to foreign construction workers (whether individually or through the construction companies that employ them) in Singapore.
We set up the Central Kitchen in 2012 under the brand “Premium Catering” to supply budget prepared meals to foreign construction workers (whether individually or through the construction companies that employ them) in Singapore.
Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk We currently have a total of S$3.5 million bank facilities available from financial institutions in Singapore of which aggregate of S$3.0 million has been drawdown as of June 30, 2024. These facilities bear annual interest at a fixed rate ranging at 2.5% to 3.25% and variable rate at 6.2%.
Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk We currently have a total of S$0.5 million bank facilities available from financial institutions in Singapore of which aggregate of S$0.2 million has been drawdown as of June 30, 2025. These facilities bear annual interest at a fixed rate ranging at 2.5% to 3.25% and variable rate at 6.2%.
The accompanying financial statements for the financial years ended June 30, 2023 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of our Company to continue as a going concern.
The accompanying financial statements for the financial years ended June 30, 2024 and 2025 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of our Company to continue as a going concern.
No impairment of long-lived assets was recognized for year ended June 30, 2023 and 2024. Once an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market.
No impairment of long-lived assets was recognized for year ended June 30, 2024 and 2025. Once an impairment is determined, the actual impairment recognized is the difference between the carrying amount and the fair value as estimated using one of the following approaches: income, cost and/or market.
While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. 59 Liquidity Risk Liquidity risk is the risk that our Company will not be able to meet its financial obligations as they become due.
While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness. 67 Liquidity Risk Liquidity risk is the risk that our Company will not be able to meet its financial obligations as they become due.
The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.
The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of our expected future cash flows.
During the financial years ended June 30, 2023 and 2024, our revenue was mainly derived from (i) the supply budget prepared meals; (ii) the operation of Food Stall in a canteen of a dormitory; and (iii) providing buffet catering services.
Revenue During the financial years ended June 30, 2023 and 2024, our revenue was mainly derived from (i) supplying budget prepared meals; (ii) the operation of Food Stall in a canteen of a dormitory; and (iii) providing buffet catering services.
However, we can provide no assurance that we will be unaffected by higher inflation rates in Singapore or globally in the future. Seasonality We have not observed any significant seasonal trends. Our directors believe that there is no apparent seasonality factor affecting the industry that our Company is operating in.
However, we can provide no assurance that we will be unaffected by higher inflation rates in Singapore or globally in the future. Seasonality We have not observed any significant seasonal trends. Our Directors believe that there is no apparent seasonality factor affecting the industry in which our Company operates.
Trade and other payables Trade and other payables are initially measured at amortized cost, using effective interest method. Concentration of Credit Risk Financial instruments that potentially subject our Company to credit risk consist of cash on hand, our Company’s demand deposit placed with financial institutions.
Trade and other payables Trade and other payables are initially measured at amortized cost, using the effective interest method. Concentration of Credit Risk Financial instruments that potentially subject our Company to credit risk consist of cash on hand, our Company’s demand deposits placed with financial institutions.
You should carefully read the “Risk Factors” section of this Annual Report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
You should carefully read the “Risk Factors” section of this Annual Report in Item 3.D to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. 47 Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Our Company did not have any material default in payment of accounts payable during the financial years ended June 30, 2023 and 2024. 55 Payroll payable Payroll payable represented expenses related to salaries and staff costs.
Our Company did not have any material default in payment of accounts payable during the financial years ended June 30, 2024 and 2025. Payroll payable Payroll payable represented expenses related to salaries and staff costs.
For the financial years ended June 30, 2023 and 2024, we recorded revenue of approximately S$5.2 million and S$5.2 million respectively, primarily contributed by the revenue from the supply of budget prepared meals to a wider spectrum of customers, including, among others, foreign workers, students and other individuals residing in dormitories as well as foreign workers working in the marine and manufacturing industries.
For the financial years ended June 30, 2023, 2024 and 2025, we recorded revenue of approximately S$5.2 million, S$5.2 million and S$4.3 million, respectively, primarily contributed by the revenue from the supply of budget prepared meals to a wide spectrum of customers, including, among others, foreign workers, students and other individuals residing in dormitories as well as foreign workers working in the marine and manufacturing industries.
Others expenses were mainly comprised of upkeep of kitchen, upkeep of motor vehicle, cleaning fee and pest control fee. 46 The following table sets forth the breakdown of our general and administrative expenses for the years ended June 30, 2023, and 2024: Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Staff costs 324,140 498,678 174,538 53.8 % Operating lease expense 728,015 1,160,376 432,361 59.4 % Depreciation 117,288 97,036 (20,252 ) (17.3 )% Vehicle maintenance expense 125,550 139,566 14,016 11.2 % Repair and maintenance 25,635 18,693 (6,942 ) (27.1 )% Handling charges 22,882 13,901 (8,981 ) (39.2 )% Doubtful debts expense 2,429 209,745 207,316 8,535 % Write-off of property and equipment 18,975 - (18,975 ) nm Legal and professional fees 6,618 11,220 4,602 69.5 % Rental of workers’ dormitory 24,681 6,180 (18,501 ) (75.0 )% Others 120,545 125,103 4,558 3.8 % Total 1,516,758 2,280,498 763,74 0 50.4 % Our general administrative expenses amounted to approximately S$1.5 million and S$2.3 million for the financial years ended June 30, 2023 and 2024, respectively.
The following table sets forth the breakdown of our general and administrative expenses for the years ended June 30, 2023 and 2024: Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Staff costs 324,140 498,678 174,538 53.8 % Operating lease expense 728,015 1,160,376 432,361 59.4 % Depreciation 117,288 97,036 (20,252 ) (17.3 )% Vehicle maintenance expense 125,550 139,566 14,016 11.2 % Repair and maintenance 25,635 18,693 (6,942 ) (27.1 )% Handling charges 22,882 13,901 (8,981 ) (39.2 )% Doubtful debts expense 2,429 209,745 207,316 8,535 % Write-off of property and equipment 18,975 - (18,975 ) nm Legal and professional fees 6,618 11,220 4,602 69.5 % Rental of workers’ dormitory 24,681 6,180 (18,501 ) (75.0 )% Others 120,545 125,103 4,558 3.8 % Total 1,516,758 2,280,498 763,740 50.4 % Our general administrative expenses amounted to approximately S$1.5 million and S$2.3 million for the financial years ended June 30, 2023 and 2024, respectively.
Recent accounting pronouncements Our Company considers the applicability and impact of all Accounting Standards Updates (“ ASU ”). Management periodically reviews new accounting standards that are issued.
Recent accounting pronouncements Our Company considers the applicability and impact of all Accounting Standards Updates (“ASU”). Management periodically reviews new accounting standards that are issued.
The following table sets out the revenue generated from these business activities during the financial years ended June 30, 2023 and 2024: Financial Year ended June 30, 2023 2024 S$ % S$ % Supply of budget prepared meals 4,961,215 95.2 4,759,231 92.2 Operation of Food Stall (3) 236,059 4.5 351,272 6.8 Buffet catering services 14,496 0.3 48,796 0.9 Ancillary delivery services 2,040 - 4,610 0.1 Total sales of food catering 5,213,810 100.0 5,163,909 100.0 (3) In December 2023, we closed our Food Stall at Stall 1 (#01-K4), JTK Food and Beer House, located at 11A Jalan Tukang Road, #01-K3, Singapore 619267.
The following table sets out the revenue generated from these business activities during the financial years ended June 30, 2023 and 2024: Financial Year ended June 30, 2023 2024 S$ % S$ % Supply of budget prepared meals 4,961,215 95.2 4,759,231 92.2 Operation of Food Stall (1) 236,059 4.5 351,272 6.8 Buffet catering services 14,496 0.3 48,796 0.9 Ancillary delivery services 2,040 - 4,610 0.1 Total sales of food catering 5,213,810 100.0 5,163,909 100.0 (1) In December 2023, we closed our Food Stall at Stall 1 (#01-K4), JTK Food and Beer House, located at 11A Jalan Tukang Road, #01-K3, Singapore 619267 . 50 Overall, our total revenue decreased marginally by approximately S$0.05 million or 1.0% to approximately S$5.16 million for the year ended June 30, 2024, from approximately S$5.21 million in June 30, 2023.
We also review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. During the financial years as of June 30, 2023 and 2024, no indication of write down or impairment was required.
We also review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. As of June 30, 2024 and 2025, no indication of write down or impairment was required.
Bank and cash balances are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. As of June 30, 2023 and 2024, bank and cash balances of S$0.1 million and S$0.03 million respectively were maintained at financial institutions in Singapore, of which were subject to credit risk.
Bank and cash balances are maintained with high credit quality institutions, and their composition and maturities are regularly monitored by management. As of June 30, 2024 and 2025, we maintained bank and cash balances of S$0.03 million and S$1.94 million, respectively, at financial institutions in Singapore, which were subject to credit risk.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including cash generated from operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including cash generated from operations, loans from banking facilities and other equity and debt financings as and when appropriate.
Revenue During the financial years ended June 30, 2022 and 2023, our revenue was mainly derived from (i) the supply budget prepared meals; (ii) the operation of Food Stall in a canteen of a dormitory; and (iii) providing buffet catering services.
During the financial years ended June 30, 2024 and 2025, our revenue was mainly derived from (i) supplying budget prepared meals; (ii) the operation of a Food Stall in a canteen of a dormitory; and (iii) providing buffet catering services.
As our Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables, and cash presented on the consolidated statements of financial position. Our Company has no other financial assets which carry significant exposure to credit risk.
As our Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables, and cash presented on the consolidated statements of financial position.
The following table sets forth our average accounts’ payable turnover days for the financial years ended June 30, 2023 and 2024: As of June 30, 2023 2024 Average accounts payable turnover days (1) 81 96 (1) Average accounts payable turnover days is calculated using the total purchase for the respective year divided by the average of opening and ending of accounts payable balance for the respective year and multiplied the number of days in the respective year.
The following table sets forth our average accounts payable turnover days for the financial years ended June 30, 2024 and 2025: As of June 30, 2024 2025 Average accounts payable turnover days (1) 96 120 (1) Average accounts payable turnover days is calculated using the total purchases for the applicable year divided by the average of opening and ending accounts payable balance for the year and multiplied by the number of days in the year.
Our overall interest expense increased by approximately S$0.03 million respectively from the financial year ended June 30, 2023 to the financial year ended June 30, 2024 respectively mainly due to full year impact interest expense on the addition of delivery van.
Interest expense Our interest expenses mainly arose from operating lease interest and secured bank borrowings. Our overall interest expense increased by approximately S$0.03 million respectively from the financial year ended June 30, 2023 to the financial year ended June 30, 2024 respectively mainly due to full year impact interest expense on the addition of delivery van.
Cost of revenue During the financial years ended June 30, 2022 and 2023, our cost of revenue was mainly comprised of raw materials costs, direct wages costs and packing material cost. For the years ended June 30, 2022 and 2023, our cost of revenue amounted to approximately S$4.0 million and S$4.1 million, respectively.
During the financial years ended June 30, 2024, and 2025, our cost of revenue was mainly comprised of raw materials costs, direct wages costs and packing material cost. For the years ended June 30, 2024 and 2025, our cost of revenue amounted to approximately S$4.3 million and S$3.2 million, respectively.
Gross profit and gross profit margin Our total gross profit amounted to S$1.3 million and S$1.1 million for the financial years ended June 30, 2022 and 2023, respectively. Our overall gross profit margins were approximately 24.1% and 22.0% for the financial years ended June 30, 2022 and 2023, respectively.
Gross profit and gross profit margin Our total gross profit amounted to S$1.1 million and S$0.8 million for the financial years ended June 30, 2023 and 2024, respectively. Our overall gross profit margins were approximately 22.0 % and 16.1% for the year ended June 30, 2023 and 2024, respectively.
Liquidity Risk We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures.
Our Company has no other financial assets which carry significant exposure to credit risk. 68 Liquidity Risk We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures.
During the financial years ended June 30, 2023 and 2024, our Company had no tax obligation arising from other jurisdictions. During the financial years ended June 30, 2022 and 2023, our Company had no material dispute or unresolved tax issues with the relevant tax authorities.
During the financial years ended June 30, 2023 and 2024, our Company had no material dispute or unresolved tax issues with the relevant tax authorities. During the financial years ended June 30, 2024 and 2025, our Company had no material dispute or unresolved tax issues with the relevant tax authorities.
For instance, we are actively monitoring the credit terms of our customers and follow up on collection regularly to ensure greater control over our accounts receivable.
We implement certain procedures to strengthen our credit control. For instance, we actively monitor the credit terms of our customers and follow up on collection regularly to ensure greater control over our accounts receivable.
For the year ended June 30, 2023, our net cash provided by operating activities was approximately S$1.3 million, which primarily reflected our net loss of approximately S$0.4 million, positively adjusted by the non-cash adjustments of approximately S$0.9 million which comprised of depreciation of approximately S$0.1 million, write-off on property and equipment S$0.02 million, amortization of right-of-use assets of S$0.7 million and positive effect of changes in operating assets and liabilities mainly attributed by faster collection of account receivable of S$0.1 million, collection from related parties of S$0.5 million, decrease of S$0.7 million mainly due to the decrease of prepayment of rents for the leasing of the Central Kitchen and facilities, increase in purchases towards the fiscal year ended June 30, 2023 resulted in increase in accounts payables, accruals and other current liabilities of S$0.4 million, repayment of the operating lease liabilities of S$0.7 million.
Our net cash (used in)/provided by operating activities primarily reflected our net loss, as adjusted for non-operating items, such as non-cash depreciation, write off on property and equipment, gain on disposal of property and equipment, amortization of right-of-use assets, gain on early termination, write off of sundry debtor and effects of changes in working capital such as decrease in account receivable, decrease/(increase) in related parties, (increase)/decrease in inventories, decrease in amount due to a shareholder, (increase)/decrease in deposit, prepayments and other receivables, (decrease)/increase in accounts payables, accruals and other current liabilities and decrease in operating lease liabilities and income tax payable/(receivable). 59 For the year ended June 30, 2023, our net cash provided by operating activities was approximately S$1.3 million, which primarily reflected our net loss of approximately S$0.4 million, positively adjusted by the non-cash adjustments of approximately S$0.9 million which comprised of depreciation of approximately S$0.1 million, write-off on property and equipment S$0.02 million, amortization of right-of-use assets of S$0.7 million and positive effect of changes in operating assets and liabilities mainly attributed by faster collection of account receivable of S$0.1 million, collection from related parties of S$0.5 million, decrease of S$0.7 million mainly due to the decrease of prepayment of rents for the leasing of the Central Kitchen and facilities, increase in purchases towards the financial year ended June 30, 2023 resulted in increase in accounts payables, accruals and other current liabilities of S$0.4 million, repayment of the operating lease liabilities of S$0.7 million.
The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements: Revenue Recognition We recognized our revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC606”).
We believe critical accounting policies as disclosed in this Annual Report reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. 65 The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements: Revenue Recognition We recognized our revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC606”).
The movements in the allowance for doubtful accounts for the years ended June 30, 2023 and 2024 were as follows: As of June 30, 2023 2024 S$ S$ Balance at beginning 33,170 35,599 Allowance for doubtful accounts 2,429 209,745 Balance at end 35,599 245,344 The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below: As of June 30 2023 2024 S$ S$ Within 30 days 519,865 424,367 Between 31 and 60 days 3,338 3,230 Between 61 and 90 days 780 467 More than 90 days 178,763 513 Total accounts receivable, net 702,746 428,577 53 We generally conduct our business with creditworthy third parties.
The movements in the allowance for doubtful accounts for the years ended June 30, 2024 and 2025 were as follows: As of June 30, 2024 2025 S$ S$ Balance at beginning 35,599 245,344 Allowance for doubtful accounts 209,745 - Balance at end 245,344 245,344 The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below: As of June 30, 2024 2025 S$ S$ Within 30 days 424,367 348.122 Between 31 and 60 days 3,230 1.004 Between 61 and 90 days 467 - More than 90 days 513 9,235 Total accounts receivable, net 428,577 358.361 We generally conduct our business with creditworthy third parties.
Going Concern Our Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For the financial year ended June 30, 2023, and 2024, our Company reported net loss of S$441,745 and S$1,466,690.
Going Concern Our Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For the financial years ended June 30, 2024 and 2025, our Company reported net losses of S$1,466,690 and S$5,432,893, respectively.
For the year ended June 30, 2023, our net cash used in investing activities was approximately S$0.04 million, primarily due to purchase of furniture & fitting and equipment.
Cash Flow from Investing Activities Our cash flow provided by/(used in) investing activities primarily consisted of purchase of property and equipment and proceed on disposal of plant and equipment. For the year ended June 30, 2023, our net cash used in investing activities was approximately S$0.04 million, primarily due to purchase of furniture & fitting and equipment.
During the financial year ended June 30, 2024, our Company was in a net loss position, and hence, there is no foreseeable tax provision. During the financial years ended June 30, 2022 and 2023, our Company had no tax obligation arising from other jurisdictions.
During the financial year ended June 30, 2023, 2024 and 2025, our Company was in a net loss position, and hence, there is no foreseeable tax provision.
We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority of our inventory purchases, which further constraints our cash liquidity.
We have limited credit available from our major vendors and are required to prepay the majority of our inventory purchases, which further constraints our cash liquidity.
Currently, we lack sufficient personnel adequately trained in U.S. GAAP. We intend to hire a specialized U.S. GAAP accounting expert to assist us in our financial reporting so as to avoid any inaccuracies in our financial statements. Critical Accounting Policies and Estimates Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP.
GAAP accounting expert to assist us in our financial reporting so as to avoid any inaccuracies in our financial statements. Critical Accounting Policies and Estimates Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP.
Cash flows The following table summarizes our cash flows for the fiscal years ended June 30, 2023 and 2024: Years ended June 30, 2022 2023 2024 S$ S$ S$ Cash and cash equivalents as at beginning of the year 1,343,693 141,551 117,527 Operating activities Net income/(loss) 513,334 (441,745 ) (1,466,690 ) Non-cash adjustments 108,943 864,278 1,219,979 Changes in operating assets and liabilities (916,200 ) 912,523 851,705 Net cash (used in)/provided by operating activities (293,923 ) 1,335,056 604,994 Net cash (used in)/ provided by investing activities (1,083,823 ) (44,958 ) 58,071 Net cash provided by /(used in) financing activities 175,604 (1,314,122 ) (746,355 ) Net change in cash and cash equivalents (1,202,142 ) (24,024 ) (83,290 ) Cash and cash equivalents as at end of the year 141,551 117,527 34,237 51 Cash Flow from Operating Activities During the financial years ended June 30, 2022, 2023 and 2024, the cash inflows from our operating activities were primarily derived from the revenue generated from our sales of food catering, whereas the cash outflows for our operating activities mainly comprised the purchase of raw materials, staff costs and administrative expenses.
Cash flows The following table summarizes our cash flows for the financial years ended June 30, 2023, 2024 and 2025: Years ended June 30, 2023 2024 2025 S$ S$ S$ Cash and cash equivalents as at beginning of the year 141,551 117,527 34,237 Operating activities Net loss (441,745 ) (1,466,690 ) (5,432,893 ) Non-cash adjustments 864,278 1,219,979 1,022,631 Changes in operating assets and liabilities 912,523 851,705 (10,193,197 ) Net cash (used in)/provided by operating activities 1,335,056 604,994 (14,603,459 ) Net cash (used in)/ provided by investing activities (44,958 ) 58,071 (7,130 ) Net cash provided by/(used in) financing activities (1,314,122 ) (746,355 ) 16,514,339 Net change in cash and cash equivalents (24,024 ) (83,290 ) 1,903,750 Cash and cash equivalents as at end of the year 117,527 34,237 1,937,987 Cash Flow from Operating Activities During the financial years ended June 30, 2023, 2024 and 2025, the cash inflows from our operating activities were primarily derived from the revenue generated from our sales of food catering, whereas the cash outflows for our operating activities mainly comprised the purchase of raw materials, staff costs and administrative expenses.
Our accounts payable decreased from approximately S$0.8 million to approximately S$0.7 million as of June 30, 2024, which was due to lower purchase towards the end of the financial period ended June 30, 2024.
Our accounts payable decreased from approximately S$0.7 million as of June 30, 2024 to approximately S$0.5 million as of June 30, 2025, which was due to stricter credit control towards the end of the financial year ended June 30, 2025.
During the financial years ended June 30, 2023 and 2024, our income tax expense comprised of our current tax expense for the financial year was S$0 and S$1,813, respectively. Our Company’s operations are based in Singapore. During the financial year ended June 30, 2023, our Company was in a net loss position, and hence, there is no foreseeable tax provision.
During the financial years ended June 30, 2024 and 2025, our income tax expense, comprised of our current tax expense for the financial year, was S$1,813 and S$0, respectively. Our Company’s operations are based in Singapore.
Deposits, prepayments and other receivables The following table sets forth the breakdown of the prepaid expenses and other current assets, net as of the dates indicated: As of June 30, 2023 2024 $ $ Prepayment (1) 581,927 3,134 Security deposit (2) 933,041 830,220 Staff loan 1,918 1,118 Other receivables 7,020 6,540 1,523,906 841,012 (1) This amount includes prepayment paid to a related party, LRS- Premium Pte.
Deposits, prepayments and other receivables The following table sets forth the breakdown of the prepaid expenses and other current assets, net as of the dates indicated: As of June 30, 2024 2025 S$ S$ Prepayment (1) 3,134 5,793,647 Security deposit (2) 830,220 137,671 Staff loan 1,118 - Deposits, prepayments and other receivables (3) 6,540 3,219,070 841,012 9,150,388 (1) As of June 30, 2024, this amount includes prepayment paid to a related party, LRS-Premium Pte.
The decrease was mainly due to the decrease in revenue generated from supply of budget prepared meals of approximately S$0.3 million, while partially offset by the increase in revenue generated from new business operation of Food Stall and buffet catering services totaling approximately S$0.3 million.
The decrease was mainly due to the decrease in revenue generated from supplying budget prepared meals and operations of food stalls of approximately S$1.1 million, while partially offset by the increase in revenue generated from buffet catering services and ancillary delivery services totaling approximately S$0.2 million.
The recoverable amounts of property and equipment, net, have been determined based on higher of the fair value less costs to sell or value-in use calculations.
The recoverable amounts of property and equipment, net, have been determined based on higher of the fair value less costs to sell or value-in use calculations. If the carrying amounts exceed the recoverable amounts, an impairment is recognized to profit or loss for the differences.
Our total gross profit decrease during the year ended June 30, 2024 mainly due to the increase in the prices of raw material. 44 General and administrative expenses Our general and administrative expenses primarily consist of (i) staff cost; (ii) operating lease expense; (iii) depreciation expenses; (iv) vehicle maintenance expense; (v) administrative expense; (vi) land rent; and (vii) other miscellaneous expenses.
Our total gross profit increased by S$0.2 million, or 27.8%, during the year ended June 30, 2025, mainly due to the significant decrease in cost of revenues. 51 General and administrative expenses Our general and administrative expenses primarily consist of (i) staff cost; (ii) operating lease expense; (iii) depreciation expenses; (iv) vehicle maintenance expense; (v) administrative expense; (vi) land rent; and (vii) other miscellaneous expenses.
We have the following contractual obligations and lease commitments as of June 30, 2024: Contractual Obligations Total Within 1 year 2-5 years More than 5 years S$ S$ S$ S$ Operating lease commitment 3,757,808 1,089,515 2,668,293 - Finance lease commitment 61,551 40,835 20,716 - Loans payable – financial institution 1,079,599 756,182 323,417 - Total obligations 4,898,958 1,886,532 3,012,426 - 50 We have the following contractual obligations and lease commitments as of June 30, 2023: Contractual Obligations Total Within 1 year 2-5 years More than 5 years S$ S$ S$ S$ Operating lease commitment 4,806,881 1,080,855 3,726,026 - Finance lease commitment 136,524 56,017 80,507 - Loans payable – financial institution 1,750,981 814,093 936,888 - Total obligations 6,694,386 1,950,965 4,743,421 - Working Capital We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this Annual Report, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash generated from operations and other available sources of financing from Singapore banks and other financial institutions.
We have the following contractual obligations and lease commitments as of June 30, 2025: Contractual Obligations Total Within 1 year 2-5 years More than 5 years S$ S$ S$ S$ Operating lease commitment 678,245 260,241 418,004 - Finance lease commitment 20,628 20,628 0 - Loans payable – financial institution 323,417 314,559 8,858 - Total obligations 1,022,290 595,428 426,862 - We have the following contractual obligations and lease commitments as of June 30, 2024: Contractual Obligations Total Within 1 year 2-5 years More than 5 years S$ S$ S$ S$ Operating lease commitment 3,757,808 1,089,515 2,668,293 - Finance lease commitment 61,551 40,835 20,716 - Loans payable – financial institution 1,079,599 756,182 323,417 - Total obligations 4,898,958 1,886,532 3,012,426 - Working Capital We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this Annual Report, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including current working capital, cash generated from operations and other available sources of financing from Singapore banks and other financial institutions.
Except as otherwise noted, all references to 2023 refer to the year ended June 30, 2023 and all references to 2024 refer to the year ended June 30, 2024. Overview of Our Business Our Company was incorporated in the Cayman Islands on May 30, 2023 under the Companies Act as an exempted company with limited liability.
Overview of Our Business Our Company was incorporated in the Cayman Islands on May 30, 2023 under the Companies Act as an exempted company with limited liability.
Economic conditions may increase the inherent uncertainty in the estimates and assumptions indicated above. Actual results may differ from previously estimated amounts, and such differences may be material to our financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
Actual results may differ from previously estimated amounts, and such differences may be material to our financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances.
Financial Years ended June 30, 2023 2024 Change S$ S$ S$ Revenues, net 5,213,810 5,163,909 (49,901 ) (1.0 )% Cost of revenues (4,066,566 ) (4,330,233 ) (263,667 ) 6.5 % Gross profit 1,147,244 833,676 (313,568 ) (27.3 )% Operating expenses: General and administrative (1,516,758 ) (2,280,498 ) (763,740 ) 50.4 % Selling and distribution (27,719 ) (39,884 ) (12,165 ) 43.9 % Total operating expenses (1,544,477 ) (2,320,382 ) (775,905 ) 50.2 % Loss from operations (397,233 ) (1,486,706 ) (1,089,473 ) 27 4 .3 % Other income (expense): Interest expense (134,430 ) (165,151 ) (30,721 ) 22.9 % Government grants 22,270 29,305 7,035 31.6 % Other income 67,648 157,675 9 0,027 133.1 % Total other (expenses) / income, net (44,512 ) 21,829 66,3 41 (149.0 )% Loss before income taxes (441,745 ) (1,464,877 ) (1,023,132 ) 231.6 % Income tax expense - (1,813 ) (1,813 ) (100.0 )% Net loss (441,745 ) (1,466,690 ) (1,024,945 ) 232.0 % 42 Key Factors Affecting the Results of Our Group’s Operations Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed ‘‘Risk Factors’’ and those set out below: Exposure to risks associated with food safety which may subject us to liability claims and damages to our reputation Our Group is exposed to risks associated with food safety which may subject us to liability claims, damage our reputation and/or affect our relationship with our customers.
Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Revenues, net 5,213,810 5,163,909 (49,901 ) (1.0 )% Cost of revenues (4,066,566 ) (4,330,233 ) (263,667 ) 6.5 % Gross profit 1,147,244 833,676 (313,568 ) (27.3 )% Operating expenses: General and administrative (1,516,758 ) (2,280,498 ) (763,740 ) 50.4 % Selling and distribution (27,719 ) (39,884 ) (12,165 ) 43.9 % Total operating expenses (1,544,477 ) (2,320,382 ) (775,905 ) 50.2 % Loss from operations (397,233 ) (1,486,706 ) (1,089,473 ) 274.3 % Other income (expense): Interest expense (134,430 ) (165,151 ) (30,721 ) 22.9 % Government grants 22,270 29,305 7,035 31.6 % Other income 67,648 157,675 90,027 133.1 % Total other (expenses) / income, net (44,512 ) 21,829 66,341 (149.0 )% Loss before income taxes (441,745 ) (1,464,877 ) (1,023,132 ) 231.6 % Income tax expense - (1,813 ) (1,813 ) (100.0 )% Net loss (441,745 ) (1,466,690 ) (1,024,945 ) 232.0 % 48 The following table shows our statement of loss data for the financial years ended June 30, 2024 and 2025.
The following table sets forth our average accounts receivable turnover days for the financial years ended June 30, 2023 and 2024: As of June 30, 2023 2024 Average accounts receivable turnover days (1) 53 40 (1) Average accounts receivable turnover days is calculated using the total revenue for the respective year divided by the average of opening and ending of accounts receivable balance for the respective year and multiplied the number of days in the respective year.
During the financial years ended June 30, 2024 and 2025, other than what has been provided for, our management does not foresee any other irrecoverable or doubtful accounts. 61 The following table sets forth our average accounts receivable turnover days for the financial years ended June 30, 2024 and 2025: As of June 30, 2024 2025 Average accounts receivable turnover days (1) 40 33 (1) Average accounts receivable turnover days is calculated using the total revenue for the respective year divided by the average of opening and ending of accounts receivable balance for the respective year and multiplied the number of days in the respective year.
The decrease in revenue generated from the supply of budget prepared meals of approximately S$0.3 million or 5.8% to approximately S$5.0 million for the year ended June 30, 2023 from approximately S$5.3 million in June 30, 2022 was mainly due to the cessation of supplying budget prepared meals to customers with lower margins and the relocation of our Central Kitchen to its newly renovated premises.
The decrease in revenue generated from the supply of budget prepared meals of approximately S$0.8 million or 15.8% to approximately S$4.0 million for the year ended June 30, 2025 from approximately S$4.8 million in June 30, 2024 was mainly due to the cessation of supplying budget prepared meals to customers with lower margins.
Deposit received Deposit received represented by deposit paid by a customer for food catering. As of June 30, 2023 and 2024, decrease in deposit received by S$0.06 million to S$0.04 million mainly due to the decrease in deposit placement received from buffet customers. As of June 30, 2023 and 2024, no major changes in deposit placement received from customers.
As of June 30, 2024 and 2025, deposit received decreased from S$0.04 million to S$0.02 million, mainly due to a decrease in deposit placements received from buffet customers. As of June 30, 2024 and 2025, no major changes in deposit placement received from customers.
Bank borrowings consisted of the following: Term of Annual As of June, repayments interest rate 2023 2024 Term loans Within 5 years 2.5-3.25% 1,550,230 943,784 Trust receipts Within 150 days 6.2 % 200,751 135,815 1,750,981 1,079,599 Representing: - Within 12 months 814,093 756,182 Over 1 year 936,888 323,417 1,750,981 1,079,599 Income taxes payables Our income taxes payable as of June 30, 2023 and 2024 was S$0.03 million and nil respectively.
Bank borrowings consisted of the following: Term of Annual As of June 30, repayments interest rate 2024 2025 Term loans Within 5 years 2.5-3.25% 943,784 323,417 Trust receipts Within 150 days 6.2 % 135,815 - 1,079,599 323,417 Representing: - Within 12 months 756,182 314,559 Over 1 year 323,417 8,858 1,079,599 323,417 Income tax payables Our income tax payables were nil as of both June 30, 2024 and June 30, 2025.
During the financial years ended June 30, 2023 and 2024, our Company had no material dispute or unresolved tax issues with the relevant tax authorities. Net income (loss) for the Year As a result of the foregoing, our net income (loss) amounted to approximately S$0.5 million and S$(0.4) million for the years ended June 30, 2022, and 2023, respectively.
Net loss for the Year As a result of the foregoing, our net loss amounted to approximately S$0.4 million and S$1.5 million for the financial years ended June 30, 2023, and 2024, respectively.
Accounts payables, accruals, and other current liabilities As of June 30, 2023 2024 $ $ Accounts payable 751,030 706,942 Payroll payable 105,735 98,399 Accruals expense — 45,920 Deposits received 58,173 43,465 Other payable 47,816 57,024 962,754 951,750 The general credit term from our major suppliers is 30 days.
Accounts payables, accrual, and other current liabilities As of June 30, 2024 2025 S$ S$ Accounts payable 706,942 476,439 Payroll payable 98,399 97,709 Accruals expense 45,920 105,090 Deposits received 43,465 23,842 Other payable 57,024 43,112 951,750 746,192 The general credit term from our major suppliers is 30 days.
Financial Years ended June 30, 2022 2023 Change S$ S$ S$ % Gain on disposal of a subsidiary 169,753 - (169,753 ) nm Rental income - 31,550 31,550 nm Others 88,344 36,098 (52,246 ) (59.1 )% Total 258,097 67,648 (190,449 ) (73.8 )% Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Rental income 31,550 93,831 62,281 197.4 % Gain on disposal of property and equipment - 37,433 37,433 nm Others 36,098 26,411 (9,687 ) (26.8 )% Total 67,648 157,675 90,027 133.1 % Income tax expenses During the financial years ended June 30, 2022, and 2023, our income tax expense comprised of our current tax expense for the financial year was S$33,999 and S$0, respectively.
Financial Years ended June 30, 2023 2024 Change S$ S$ S$ % Rental income 31,550 93,831 62,281 197.4 % Gain on disposal of property and equipment - 37,433 37,433 nm Others 36,098 26,411 (9,687 ) (26.8 )% Total 67,648 157,675 90,027 133.1 % Financial Years ended June 30, 2024 2025 Change S$ S$ S$ % Rental income 93,831 276,100 182,269 194.3 % Gain on disposal of property and equipment 37,433 - (37,433 ) (100.0 )% Others 26,411 538,881 512,470 1,940.4 % Total 157,675 814,981 657,306 416.9 % Income tax expenses During the financial years ended June 30, 2023 and 2024, our income tax expense, comprised of our current tax expense for the financial year, was S$0 and S$1,813, respectively.
Legal and professional fees mainly represented legal and consultancy and business advisory fees which were ad hoc and mainly incurred for year ended June 30, 2024, and hence resulted in increase in such expenses for the year ended June 30, 2024.
Legal and professional fees mainly represented legal and consultancy and business advisory fees which were ad hoc and mainly incurred for the financial year ended June 30, 2024, resulting in an increase in such expenses for that financial year. Other expenses were mainly comprised of rental of machinery, rental of central kitchen and cleaning fee.
We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.
We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be comparable to those of companies that comply with public company effective dates.
As of June 30, 2024, we had negative working capital of approximately S$(3.7) million, total assets of approximately S$6.6 million, total liabilities of approximately S$8.1 million and negative shareholders’ equity of approximately S$(1.5) million.
As of June 30, 2025, we had positive working capital of approximately S$10.1 million, total assets of approximately S$12.3 million, total liabilities of approximately S$1.9 million and positive shareholders’ equity of approximately S$10.4 million.
Our total gross profit decreased during the year ended June 30, 2023 mainly due to the increase in the prices of raw material. Our overall gross profit margins were approximately 22.0 % and 16.1% for the year ended June 30, 2023 and 2024, respectively.
Our total gross profit decrease during the year ended June 30, 2024 mainly due to the increase in the prices of raw material. Our total gross profit amounted to S$0.8 million and S$1.1 million for the financial years ended June 30, 2024 and 2025, respectively.
Material Cash Requirements Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease a three-story building with gross floor area of approximately 26,905 square feet, which we use for our office operations and Central Kitchen facilities.
Material Cash Requirements Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. As of June 30, 2024, our primary facility lease obligation related to a three-story building at 21 Chin Bee Avenue, which we used for our office operations and Central Kitchen facilities.
As a result of the foregoing, our net loss amounted to approximately S$0.4 million and S$1.5 million for the years ended June 30, 2023, and 2024, respectively. 49 Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Any deterioration in the market conditions of the industries where our customers work leading to the decline of hiring of foreign workers may affect our business, results of operations, financial condition and business prospects Our Group primarily provides meal services to foreign workers in the construction, marine, manufacturing and dormitories industries.
Even if any such claims are without merit, any negative publicity as a result of allegations of unsafe food service can have a significant impact on our Group’s reputation. 49 Any deterioration in the market conditions of the industries where our customers work leading to the decline of hiring of foreign workers may affect our business, results of operations, financial condition and business prospects Our Group primarily provides meal services to foreign workers in the construction, marine, manufacturing and dormitories industries.
Cash Flow from Financing Activities Our cash flows from financing activities primarily consists of proceeds from repayment of borrowings and lease liabilities and payment of dividends to shareholders. For the year ended June 30, 2022, we recorded net cash provided by financing activities of approximately S$0.2 million, which was mainly attributable from drawdown of finance leases and bank borrowings.
For the year ended June 30, 2025, our net cash used in investing activities was approximately S$0.007 million, primarily due to the purchase of machinery and equipment. Cash Flow from Financing Activities Our cash flows from financing activities primarily consists of proceeds from repayment of borrowings and lease liabilities and payment of dividends to shareholders.
Our Chief Executive Officer, together with our Operation Manager conduct an individual review on each of the customers to determine the impairment, based on other data such as available financial information about the customer and past due status. We implement certain procedures to strengthen our credit control.
Accounts receivable were closely monitored and reviewed on a regular basis to identify any potential non-payment or delay in payment. Our Chief Executive Officer, together with our Operation Manager, conduct an individual review on each of the customers to determine the impairment, based on other data such as available financial information about the customer and past due status.
As of June 30, 2024, our inventory decreased by S$17,156 to S$23,036, mainly due to faster turnover as of June 30, 2024 to meet in demand of ordering towards year end. Inventory is stated at the lower of cost or net realizable value. Cost is computed using actual purchase cost.
Inventory As of June 30, 2024, our inventory decreased by S$17,156 to S$23,036, mainly due to faster turnover as of June 30, 2024 to meet the demand of ordering towards year end. 62 As of June 30, 2025, our inventory increased to S$24,414.
If the carrying amounts exceed the recoverable amounts, an impairment is recognized to profit or loss for the differences. 58 Property and equipment, net, are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis or declining balance method over the estimated useful lives of the assets.
Property and equipment, net, are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis or declining balance method over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use.
The following table shows our statement of income (loss) data for the financial years ended June 30, 2022 and 2023. For further information regarding the results of our operations, see our financial statements appearing elsewhere in this annual report.
For further information regarding the results of our operations, see our financial statements appearing elsewhere in this Annual Report.
We also provide ancillary delivery services. As of June 30, 2023 and 2024, we have a Central Kitchen and a Food Stall (which has been subsequently closed), employing a total of 45 and 40 employees respectively with a fleet of five delivery vans. 41 Results of Operations Our primary source of revenue is food catering.
We also provide ancillary delivery services with a fleet of five delivery vans. As of June 30, 2024 and 2025, we have a Central Kitchen and, until December 2023, we also had a Food Stall. As of June 30, 2024 and 2025, we employed a total of 40 and 35 employees, respectively.
We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from these estimates.
Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on our Company’s business.
These conditions give rise to substantial doubt as to whether our Company will be able to continue as a going concern. Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Our nomination committee’s and Board’s priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.
Our nomination committee’s and Board’s priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.
We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq in respect of the following: ● the Shareholder Approval Requirements under Section 5635 of the Nasdaq listing rules.
We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following: ● the Shareholder Approval Requirements under Section 5635 of the Nasdaq listing rules.
Chai obtained a Master’s degree in Business Administration from the Southern Illinois University Carbondale, United States and a Bachelor’s degree in mechanical engineering from Nanyang Technological University. Committees of our Board of Directors We have established an audit committee, a compensation committee and a nomination committee, each of which operates pursuant to a charter adopted by our Board.
Chai obtained a Master’s degree in Business Administration from Southern Illinois University in Carbondale, Illinois, United States and a Bachelor’s degree in mechanical engineering from Nanyang Technological University. Committees of our Board of Directors We have established an audit committee, a compensation committee and a nomination committee, each of which operates pursuant to a charter adopted by our Board.
He is also an Admitted Member of the Association of Chartered Certified Accountants (ACCA) and a Certified Member of Malaysian Institute of Accountants (MIA). Mr. Lin Sin Hoe, Wills (“ Mr. Lin ”) began serving as an independent Director on September 25, 2024, which is the date our Company was listed on the Nasdaq Capital Market. . Mr.
He is also an Admitted Member of the Association of Chartered Certified Accountants (ACCA) and a Certified Member of Malaysian Institute of Accountants (MIA). Mr. Lin Sin Hoe, Wills began serving as an independent Director on September 25, 2024, which is the date our Company was listed on the Nasdaq Capital Market. Mr.
The compensation committee’s responsibilities include: ● evaluating the performance of our Chief Executive Officer in light of our Company’s corporate goals and objectives and, based on such evaluation: (i) recommending to the Board the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans; ● reviewing and recommending to the Board the cash compensation of our other Executive Officers; ● reviewing and establishing our overall management compensation, philosophy and policy; ● overseeing and administering our compensation and similar plans; ● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq; ● retaining and approving the compensation of any compensation advisors; ● reviewing and approving our policies and procedures for the grant of equity-based awards; ● reviewing and recommending to the Board the compensation of our Directors; and ● preparing the compensation committee report required by SEC rules, if and when required.
The compensation committee’s responsibilities include: ● evaluating the performance of our Chief Executive Officer in light of our Company’s corporate goals and objectives and, based on such evaluation: (i) recommending to the Board the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans; ● reviewing and recommending to the Board the cash compensation of our other Executive Officers; ● reviewing and establishing our overall management compensation, philosophy and policy; ● overseeing and administering our compensation and similar plans; ● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq; ● retaining and approving the compensation of any compensation advisors; ● reviewing and approving our policies and procedures for the grant of equity-based awards; ● reviewing and recommending to the Board the compensation of our Directors; ● preparing the compensation committee report required by SEC rules, if and when required; and ● implementing the Company’s compensation recovery policy.
The nomination committee’s responsibilities include: ● developing and recommending to the Board’s criteria for board and committee membership; ● establishing procedures for identifying and evaluating Director candidates, including nominees recommended by stockholders; and ● reviewing the composition of the Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us.
The nomination committee’s responsibilities include: 74 ● developing and recommending to the Board’s criteria for board and committee membership; ● establishing procedures for identifying and evaluating Director candidates, including nominees recommended by stockholders; and ● reviewing the composition of the Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us.
Zhang is responsible for the following matters relating to our Group: ● developing marketing strategies and achieving goals within our Group’s budget; ● organizing training and implementing performance management to strengthen team building; ● ensuring the food provided by our Group is healthy, hygienic and flavorful; ● formulating annual sales targets and development plans; ● excavating potential customers or existing customer resources by providing customize service plans according to customer needs and program plans; ● carrying out key customer research and follow up on customer needs; and ● managing the sales team by monitoring the pre-sales and after-sales services. 63 Ms.
Zhang is responsible for the following matters relating to our Group: ● developing marketing strategies and achieving goals within our Group’s budget; ● organizing training and implementing performance management to strengthen team building; ● ensuring the food provided by our Group is healthy, hygienic and flavorful; ● formulating annual sales targets and development plans; ● excavating potential customers or existing customer resources by providing customize service plans according to customer needs and program plans; ● carrying out key customer research and follow up on customer needs; and ● managing the sales team by monitoring the pre-sales and after-sales services.
Lin, Mr. Lum and Mr. Chai, all of whom are Independent Directors, and is chaired by Mr. Lin. Our Board has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq.
Nomination committee The members of our nomination committee are Mr. Lin, Mr. Lum and Mr. Chai, all of whom are Independent Directors, and is chaired by Mr. Lin. Our Board has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq.
Foreign Private Issuer Status The Nasdaq include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq.
Foreign Private Issuer Status The Nasdaq rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq.
Other than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment. 69
Other than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment.
Loh shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. Employment agreement between Ms. Zhang Xiaoying and Premium Catering Effective September 23, 2024, we entered into an employment agreement with Ms. Zhang pursuant to which she was employed as the operation manager of Premium Catering.
Yu shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. Employment agreement between Ms. Zhang Xiaoying and Premium Catering Effective September 23, 2024, we entered into an employment agreement with Ms. Zhang pursuant to which she was employed as the operation manager of Premium Catering.
Gao is the founder of our Group. He is the spouse of Ms. Zhang. Mr. Gao attained his secondary education from Nanxing Middle School, Fujian Nan’an, People’s Republic of China in 1997. He has over 11 years of experience being an entrepreneur. In 2006, he founded Premium-Rich Engineering Pte.
Gao is the founder of our Group. He is the spouse of Ms. Zhang. Mr. Gao attained his secondary education from Nanxing Middle School, Fujian Nan’an, People’s Republic of China in 1997. He has over 12 years of experience being an entrepreneur. In 2006, he founded Premium-Rich Engineering Pte.
Gao’s leadership and pioneering works with workers’ dormitories, particularly, by introducing Smart Incubator catering services to foreign employees in Singapore. Mr. Yu Chun Yin (“ Mr. Yu ”) is our Executive Director. Mr. Yu is responsible for overall operation and management of our Group’s business and formulation of our business plans and growth strategies. 62 Mr.
Gao’s leadership and pioneering works with workers’ dormitories, particularly, by introducing Smart Incubator catering services to foreign employees in Singapore. Mr. Yu Chun Yin is our Executive Director. Mr. Yu is responsible for overall operation and management of our Group’s business and formulation of our business plans and growth strategies. Mr.
Lum Kian San, Alvin 34 Independent Director No arrangement or understanding exists between any such Director or Executive Officer and any other persons pursuant to which any Director or Executive Officer was elected as a Director or Executive Officer. Our Directors are elected annually and serve until their successors take office or until their death, resignation or removal.
Lum Kian San, Alvin 36 Independent Director No arrangement or understanding exists between any such Director or Executive Officer and any other persons pursuant to which any Director or Executive Officer was elected as a Director or Executive Officer. Our Directors are elected annually and serve until their successors take office or until their death, resignation or removal.
Yu attained his secondary education in Hong Kong in 1998. Prior to joining our Group as Executive Director on 30 May 2023, Mr. Yu has had over 20 years of work experience in investment and property management, especially in providing property management-related services. Since 2002, Mr.
Yu attained his secondary education in Hong Kong in 1998. Prior to joining our Group as Executive Director on 30 May 2023, Mr. Yu has had over 21 years of work experience in investment and property management, especially in providing property management-related services. Since 2002, Mr.
Independent Directors Mr. Lum Kian San, Alvin (“Mr. Lum”) began serving as an independent Director on September 25, 2024, which is the date our Company was listed on the Nasdaq Capital Market. Mr. Lum also serves as chairman of the audit committee and as a member of the compensation and nomination committees. Mr.
Independent Directors Mr. Lum Kian San, Alvin began serving as an independent Director on September 25, 2024, which is the date our Company was listed on the Nasdaq Capital Market. Mr. Lum also serves as chairman of the audit committee and as a member of the compensation and nomination committees. Mr.
He has been serving as the executive director and managing director in these companies since 2009 and 2004 respectively. Mr. Lin has more than 28 years of experience as an entrepreneur in a wide array of industries, and he possesses a strong foundation in business management and deal negotiation. Mr.
He has been serving as the executive director and managing director in these companies since 2009 and 2004 respectively. Mr. Lin has more than 29 years of experience as an entrepreneur in a wide array of industries, and he possesses a strong foundation in business management and deal negotiation. Mr.
The Executive Officers serve at the pleasure of our Board. Executive Directors and Executive Officers: Mr. Gao Lianquan (“ Mr. Gao ”) is our Executive Director and Chief Executive Officer. Mr. Gao is responsible for the development and execution of our Group’s business strategies and plans as well as overseeing our Group’s financial performance, investments and other business ventures. Mr.
The Executive Officers serve at the pleasure of our Board. 70 Executive Directors and Executive Officers: Mr. Gao Lianquan is our Executive Director and Chief Executive Officer. Mr. Gao is responsible for the development and execution of our Group’s business strategies and plans as well as overseeing our Group’s financial performance, investments and other business ventures. Mr.
Lin graduated from Thames Business School with a Higher Diploma in Marketing in 1994. Mr. Chai Ming Hui (“Mr. Chai”) began serving as an independent Director on September 25, 2024, which is the date our Company was listed on the Nasdaq Capital Market. Mr.
Lin graduated from Thames Business School with a Higher Diploma in Marketing in 1994. 72 Mr. Chai Ming Hui began serving as an independent Director on September 25, 2024, which is the date our Company was listed on the Nasdaq Capital Market. Mr.
ITEM 6. DIRECTORS, OFFICERS AND SENIOR MANAGEMENT 6.A. Directors and Executive Officers As of the date of this Annual Report, the following table sets forth the names, ages and titles of our Directors, Executive Officers and key personnel: Name Age Title Executive Directors and Executive Officers: Mr. Gao Lianquan 46 Executive Director and Chief Executive Officer Mr.
ITEM 6. DIRECTORS, OFFICERS AND SENIOR MANAGEMENT Directors, Executive Officers and Key Personnel As of the date of this Annual Report, the following table sets forth the names, ages and titles of our Directors, Executive Officers and key personnel: Name Age Title Executive Directors and Executive Officers: Mr. Gao Lianquan 47 Executive Director and Chief Executive Officer Mr.
For the financial year ended June 30, 2023, we paid an aggregate of approximately S$164,000 in cash to our Executive Directors and Executive Officers. Summary Compensation Table Compensation Paid Name and Principal Position Year Salary (S$’000) Bonus (S$’000) Mr. Gao Lianquan, Executive Director and Chief Executive Officer 2024 100 - 2023 95 8 Mr.
For the financial year ended June 30, 2023, we paid an aggregate of approximately S$164,000 in cash to our Executive Directors, Executive Officers and key personnel. Summary Compensation Table Compensation Paid Name and Principal Position Year Salary (S$’000) Bonus (S$’000) Mr. Gao Lianquan, Executive Director and Chief Executive Officer 2025 100 12 2024 100 - 2023 95 8 Mr.
Zhang shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. Directors’ Agreements Each of our Directors has entered into a director’s agreement with our Company. The terms and conditions of such Directors’ Agreements are similar in all material aspects.
Zhang shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. Directors’ Agreements Each of our Directors has entered into an agreement (a “Directors’ Agreement”) with our Company. The terms and conditions of such Directors’ Agreements are similar in all material aspects.
Loh is responsible for the following matters relating to our Group: ● financial reporting of our Company, including managing accounting operations, statutory financial audit reporting and coordinating corporate tax submissions; ● preparation of budget and financial forecasts and ● development and implementation of financial policies and procedures in business process. Ms.
Wong is responsible for the following matters relating to our Group: ● financial reporting of our Company, including managing accounting operations, statutory financial audit reporting and coordinating corporate tax submissions; ● preparation of budget and financial forecasts; and ● development and implementation of financial policies and procedures in business process. Mr.
The agreement also provides that Mr. Gao shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. 68 Employment agreement between Mr. Yu Chun Yin and Premium Catering Effective September 23, 2024, Mr.
Gao shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. Employment agreement between Mr. Yu Chun Yin and Premium Catering Effective September 23, 2024, Mr.
Zhang has over 13 years of work experience in managing the operations and administrations of companies in Singapore. From 2010 to 2012, she was employed as an administrative manager at Premium-Rich Engineering Pte. Ltd. Since 2012, Ms. Zhang has been the Operation Manager of Premium Catering. She is the spouse of Mr. Gao. During the course of her employment, Ms.
Ms. Zhang has over 14 years of work experience in managing the operations and administrations of companies in Singapore. From 2010 to 2012, she was employed as an administrative manager at Premium-Rich Engineering Pte. Ltd. Since 2012, Ms. Zhang has been the Operation Manager of Premium Catering. She is the spouse of Mr. Gao.
The initial term will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until the chief financial officer successor is duly elected and qualified. The agreement also provides that Ms.
The initial term will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until the Director successor is duly elected and qualified. The agreement also provides that Mr.
Each director’s agreement is for an initial term of one year and will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until the Director successor is duly elected and qualified.
Each Directors’ Agreement is for an initial term of one year and will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or payment of the equivalent salary in lieu of such notice or on such date as the Director’s successor is duly elected and qualified.
Each Director will be up for re-election each year at the annual shareholders’ meeting and, upon re-election, the terms and provisions of his or her director’s agreement will remain in full force and effect.
Each Director will be up for re-election each year at the annual shareholders’ meeting and, upon re-election, his or her Directors’ Agreement will remain in full force and effect.
Rule 10b5-1 recognizes the creation of formal programs under which executives and other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written plans that are entered into at a time when the plan participants are not aware of material non-public information and that otherwise comply with the requirements of Rule 10b5-1.
Rule 10b5-1 recognizes the creation of formal programs under which executives and other insiders may sell the securities of publicly traded companies on a regular basis pursuant to written plans that are entered into at a time when the plan participants are not aware of material non-public information and that otherwise comply with the requirements of Rule 10b5-1. 75 Our Board has adopted an insider trading policy that allows insiders to sell securities of our Company pursuant to pre-arranged trading plans.
The audit committee’s responsibilities include: ● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; ● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; ● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; ● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; ● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; ● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F; ● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; ● preparing the audit committee report required by SEC rules to be included in our annual proxy statement; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and ● reviewing earnings releases. 65 Amended Audit Committee Charter On October 31, 2024, our Board of Directors authorized and approved an amendment to the Audit Committee Charter (the “Audit Committee Charter”) pursuant to which it adopted a cybersecurity policy (the “Cybersecurity Policy”) and further approved that the Audit Committee will have full authority and powers to implement the Cybersecurity Policy.
The audit committee’s responsibilities include: 73 ● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; ● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; ● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; ● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; ● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; ● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F; ● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; ● preparing the audit committee report required by SEC rules to be included in our annual proxy statement; ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; ● reviewing earnings releases; and ● implementing the Company’s cybersecurity policy.
Any director’s agreement may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of our Company’s issued and outstanding shares entitled to vote.
Any Directors’ Agreement may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of our Company’s issued and outstanding shares entitled to vote. 77 Under the Directors’ Agreements, the initial annual director fees that are payable to our Independent Directors are US$18,000 to Mr.
City Heights Investment Limited is a private equity real estate investment firm in Hong Kong with asset under management of over US$20 million. Key Personnel: Ms. Loh Hui Ying (“ Ms. Loh ”) is our Chief Financial Officer. Ms.
City Heights Investment Limited is a private equity real estate investment firm in Hong Kong with asset under management of over US$20 million. Mr. Wong Ka Hei, Ben is our Executive Director and Chief Financial Officer. Mr.
Yu Chun Yin 42 Executive Director Key Personnel: Ms. Loh Hui Ying 43 Chief Financial Officer Ms. Zhang Xiaoying 36 Operation Manager Independent Director: Mr. Lin Sin Hoe, Wills 54 Independent Director Mr. Chai Ming Hui 49 Independent Director Mr.
Yu Chun Yin 43 Executive Director Mr. Wong Ka Hei, Ben 29 Executive Director and Chief Financial Officer Key Personnel: Ms. Zhang Xiaoying 37 Operation Manager Independent Directors: Mr. Lin Sin Hoe, Wills 55 Independent Director Mr. Chai Ming Hui 50 Independent Director Mr.
Yu Chun Yin, Executive Director 2024 - - 2023 - - Ms. Loh Hui Ying, Chief Financial Officer 2024 72 - 2023 13 - Ms. Zhang Xiaoying, Operation Manager 2024 50 - 2023 44 4 Mr. Lin Sin Hoe, Wills, Independent Director 2024 2023 - - Mr. Chai Ming Hui, Independent Director 2024 2023 - - Mr.
Zhang Xiaoying, Operation Manager 2025 50 - 2024 50 - 2023 44 4 Mr. Lin Sin Hoe, Wills, Independent Director (3) 2025 - - 2024 - - 2023 - - Mr. Chai Ming Hui, Independent Director (3) 2025 - - 2024 - - 2023 - - Mr.
Lum Kian San, Alvin, Independent Director 2024 2023 - - Employment Agreements Employment agreement between Mr. Gao Lianquan and Premium Catering We have entered into an employment agreement with Mr. Gao pursuant to which he is employed as the Chief Executive Officer of Premium Catering. The agreement provides for an annual base salary in the amount of S$99,600. Mr.
Lin, Chai and Lum were appointed Independent Directors of the Company as of September 26, 2024. 76 Employment Agreements Employment agreement between Mr. Gao Lianquan and Premium Catering We have entered into an employment agreement with Mr. Gao pursuant to which he is employed as the Chief Executive Officer of Premium Catering.
Ltd., and Amfraser Securities Pte Ltd., where he developed a set of diverse skillsets in financial modelling, portfolio management, and equity and debt restructuring. Mr. Chai is also well versed in the initial public offering and reverse takeover process, as well as merger and acquisitions in the two major financial hubs in Asia, Singapore and Hong Kong. Mr.
Chai is also well versed in the initial public offering and reverse takeover process, as well as mergers and acquisitions in the two major financial hubs in Asia, Singapore and Hong Kong. Mr.
As the managing director, he is also responsible for executing day-to-day operations as well as the business development of the management consultancy firm. Mr.
As the managing director, he is also responsible for executing day-to-day operations as well as the business development of the management consultancy firm. Mr. Chai is also currently serving as the independent director of Sing Asia Holdings Limited, a company listed on the GEM Board of the Hong Kong Stock Exchange.
In addition, our Directors will be entitled to participate in such share option scheme as may be adopted by our Company, as amended from time to time.
Lin, US$18,000 to Mr. Chai and US$18,000 to Mr. Lum, respectively. Such director fees are payable in cash on a monthly basis. In addition, our Directors will be entitled to participate in such share option scheme as may be adopted by our Company, as amended from time to time.
Our Board has adopted an insider trading policy that allows insiders to sell securities of our Company pursuant to pre-arranged trading plans. 67 COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT/EXECUTIVE PERSONNEL Compensation of Executive Directors and Executive Officers For the financial year ended June 30, 2024, we paid an aggregate of approximately S$222,000 in cash to our Executive Directors and Executive Officers.
Compensation of Executive Directors, Executive Officers and Key Personnel For the financial year ended June 30, 2025 and 2024, we paid an aggrega te of approximately S$234,000 an d S$222,000, respectively, in cash to our Executive Directors, Executive Officers and key personnel.
Loh pursuant to which she was employed as the Chief Financial Officer of Premium Catering. The agreement provides for an annual base salary in the amount of S$72,000. Under the terms of the agreement, Ms. Loh’s employment will begin for an initial term of one year.
The agreement provides for an annual base salary in the amount of S$99,600. Mr. Gao’s employment will begin for an initial term of one year.
Removed
Loh has over 20 years of work experience in auditing, accounting and financial management function. From 2003 to 2008, Ms. Loh worked at KPMG LLP Malaysia as an audit associate and KPMG Singapore as a senior associate, where she worked as a team leader in various audit assignments. From October 2008 to May 2013, Ms.
Added
Wong graduated with a Bachelor of Economics and Finance from the University of Hong Kong in July 2018, earning Second Class Honours Division One. He has passed CFA Level 1 and FRM Part 1 & 2. Since July 2020, Mr. Wong has served as an Officer at Po Yuen Enterprise Development Limited.
Removed
Loh worked as an accountant and was later promoted to the position as an accounting manager at Swiber Holdings Limited under the offshore services division where she was responsible for accounting and financial functions. Ms.
Added
In this role, he was responsible for overseeing overall company operations, handling daily money changing and remittance operations, and reviewing and implementing AML/CFT Policy. His duties included reporting suspicious transactions and conducting Customer Due Diligence (CDD) with a risk-based approach. Previously, Mr.
Removed
Loh then worked at Frigstad Group as a senior project accountant from May 2013 to March 2016 where she was primarily responsible for overseeing project accounting function.
Added
Wong was a Graduate Trainee of Risk and Compliance at Dah Sing Bank from July 2018 to August 2019. His experience includes credit risk management, performing market risk reporting and modeling and developing credit proposals by analyzing counterparties.
Removed
From March 2017 to May 2019, she worked as a senior manager in the finance department with her last position as a financial controller in Design Studio Group Ltd. under the project services division.
Added
He also has experience using SAS to produce MIS reports and utilizing Excel VBA to automate data processing tasks. 71 Key Personnel: Ms. Zhang Xiaoying is our Operation Manager. Ms.
Removed
From May 2019 to August 2022, she was the vice president at Banking Computer Services Private Limited where she was responsible for financial reporting, finance business partnering and business forecast. She was also part of the team leader in business transformation project to transform the company to standard of international peers, industry and regulator expectations. Since September 2022, Ms.
Added
From 2009 to 2022, he was a remisier at OCBC Securities Pte. Ltd., and Amfraser Securities Pte Ltd., where he developed a set of diverse skillsets in financial modelling, portfolio management, and equity and debt restructuring. Mr.
Removed
Loh is currently a director of Ace Excellent Consulting Pte. Ltd, an advisory and consulting firm in Singapore where she is mainly responsible for overseeing all functions of the firm. Since April 2023, she joined our Group as the chief financial officer for Premium Catering, which is the operating subsidiary of our Group. Ms.
Added
Yu Chun Yin, Executive Director 2025 - - 2024 - - 2023 - - Ms. Loh Hui Ying, Chief Financial Officer (1) 2025 72 - 2024 72 - 2023 13 - Mr. Wong Ka Hei, Ben (2) 2025 - - 2024 - - 2023 - - Ms.
Removed
Loh obtained a degree of Bachelor of Business Commerce from the University of Royal Melbourne Institution of Technology in December 2002. She has completed the CPA Program in Australia in 2007, and has also completed the Institute of Singapore Chartered Accountants Course and examination in Singapore in 2015. Ms.
Added
Lum Kian San, Alvin, Independent Director (3) 2025 - - 2024 - - 2023 - - (1) Ms. Loh resigned from her position as Chief Financial Officer of the Company as of October 15, 2025. (2) Mr. Wong has served as Executive Director and Chief Financial Officer of the Company since September 15, 2025. (3) Messrs.
Removed
Loh was a Certified Practicing Accountant of the CPA Australia from October 2007 to December 2015, and has been a Chartered Accountant of the Institute of Singapore Chartered Accountant since 2015. Ms. Zhang Xiaoying (“ Ms. Zhang ”) is our Operation Manager. Ms.
Removed
Chai is also currently serving as the independent director of Sing Asia Holdings Limited, a company listed on the GEM Board of the Hong Kong Stock Exchange. 64 From 2009 to 2022, he was a remisier at OCBC Securities Pte.
Removed
The Audit Committee Charter provides the members of the Audit Committee with authorization and authority to conduct continuous analysis of and review for any potential cybersecurity risks as part of the Company’s overall risk management program and to create a cyber-resilient organization, which will contribute to the value preservation of the Company.
Removed
The Audit Committee Charter further provides authority and responsibility to the members of the Audit Committee to: (i) understand the economic drivers and impact of cyber risk, including the financial impact to our Company; (ii) align cyber-risk management policies with our business needs by integrating cyber-risk analysis into significant business decisions; (iii) ensure our organizational structure supports cybersecurity goals; and (iv) incorporate cybersecurity expertise into board governance.
Removed
Compensation committee charter On October 31, 2024, our Board of Directors authorized and approved an amendment to the Compensation Committee Charter (the “Compensation Committee Charter”) pursuant to which it adopted a compensation recovery policy (the “Compensation Recovery Policy”) and further approved that the Compensation Committee will have full authority and powers to implement the Compensation Recovery Policy.
Removed
The Compensation Committee Charter provides the members of the Compensation Committee with authorization and authority to carry out such duties and responsibilities associated with the Compensation Recovery Policy.
Removed
The Compensation Committee shall, in the event of a restatement of the Company’s financial statements, have the authority and power to: (i) determine such executive officers who served at any time during the performance period for the incentive-based compensation; (ii) determine the relevant recovery period; (iii) determine the amount of incentive-based compensation that must be subject to the Company’s Compensation Recovery Policy and establish procedures for recovery; (iv) maintain documentation of the above-referenced determinations; and (v) prepare and have filed all disclosures with respect to the Compensation Recovery Policy in accordance with Federal securities laws, including the disclosure required by the applicable Securities and Commission filings. 66 Nomination committee The members of our nomination committee are Mr.
Removed
Gao’s employment will begin for an initial term of one year. The initial term will automatically renew for successive one-year terms subject to termination by either party to the agreement upon 60 days’ prior written notice or the equivalent salary in lieu of such notice and until the Director successor is duly elected and qualified.
Removed
Yu shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with our Group. Employment agreement between Ms. Loh Hui Ying and Premium Catering Effective September 23, 2024, we entered into an employment agreement with Ms.
Removed
Under the Directors’ agreements, the initial annual director fees that are payable to our Independent Director are US$18,000 to Mr. Lin, US$18,000 to Mr. Chai and US$18,000 to Mr. Lum respectively. Such director fees are payable in cash on a monthly basis.
Removed
The number of options granted, and the terms of those options will be determined from time to time by a vote of the Board; provided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that Director.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

6 edited+12 added−24 removed5 unchanged
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS The following table sets forth information regarding beneficial ownership of our capital stock by: ● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares; ● each of our named executive officers; ● each of our directors and director nominees; and ● all of our current executive officers, directors and director nominees as a group.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS The following table sets forth information regarding beneficial ownership of our capital stock by: ● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares; ● each of our named executive officers; ● each of our Directors; and ● all of our current executive officers and Directors as a group.
Set forth below are related party transactions of our Company for the financial years ended June 30, 2023 and 2024, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related party transactions under Singapore law.
Set forth below are related party transactions of our Company for the financial years ended June 30, 2025, 2024 and 2023, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related party transactions under Singapore law. 79 The list of related parties and their relationship to our Group is as follows: Related Party Relationship with our Group Hero Global Enterprises Limited Controlling Shareholder of our Company Mr.
Applicable percentage ownership is based on 16,000,000 Ordinary Shares of our Company issued and outstanding as of the date of this Annual Report. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose.
Gao Lianquan owns 60% of LRS- Premium Pte. Ltd. Hing Fatt Building & Materials Pte. Ltd. Mr. Gao Lianquan owns 100% of Hing Fatt Building & Materials Pte. Ltd. Team General Construction Pte. Ltd. Mr. Gao Lianquan owns 60% of Team General Construction Pte. Ltd. through his 100% shareholding in Premium-Rich Engineering Pte. Ltd.
Gao Lianquan Our Company’s Executive Director and Chief Executive Officer Premium-Rich Engineering Pte. Ltd. Mr. Gao Lianquan owns 100% of Premium-Rich Engineering Pte. Ltd. LRS-Premium Pte. Ltd. Mr. Gao Lianquan owns 60% of LRS- Premium Pte. Ltd. Hing Fatt Building & Materials Pte. Ltd. Mr. Gao Lianquan owns 100% of Hing Fatt Building & Materials Pte. Ltd.
Yu, a director and our indirect controlling shareholder and accordingly, holds the voting and/or investment control over its shares. 70 Related Party Transactions We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.
There are no arrangements known to the Company, the operation of which may at a subsequent date result in a change in control of the Company. Related Party Transactions We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.
As of the date hereof, we have 4 registered shareholders of record of our Ordinary Shares. Unless otherwise noted below, the address of each person listed on the table is 6 Woodlands Walk, Singapore 738398. Shares Beneficially Owned Name of Beneficial Owners Number Percentage % Named Executive Directors, Executive Officers and Key Personnel: Mr. Gao Lianquan 105,000 0.66 Mr.
As of the date hereof, we have 4 registered shareholders of record of our Ordinary Shares. 78 Name of Beneficial Owner Ordinary Shares Beneficially Owned (1) Percent of Class (4) Percent of Total Voting Power (5) Class A Class B Class A Class B Named Executive Officers and Directors: Mr.
Removed
Yu Chun Yin 10,547,250 65.92 Ms. Loh Hui Ying - - Ms. Zhang Xiaoying Independent Directors: Mr. Lin Sin Hoe, Wills - - Mr. Chai Ming Hui - - Mr. Lum Kian San, Alvin - - 5% Shareholders: Hero Global Enterprises Limited * 10,547,250 65.92 * Hero Global Enterprises Limited is wholly-owned by Mr.
Added
Applicable percentage ownership is based on an aggregate 3,244,445 Ordinary Shares issued and outstanding comprised as follows: 2,072,528 Class A Ordinary Shares and 1,171,917 Class B Ordinary Shares.
Removed
The list of related parties and their relationship to our Group is as follows: Related Party Relationship with our Group Hero Global Enterprises Limited Controlling Shareholder of our Company Mr. Gao Lianquan Our Company’s Executive Director and Chief Executive Officer Premium-Rich Engineering Pte. Ltd. Mr. Gao Lianquan owns 100% of Premium-Rich Engineering Pte. Ltd. LRS-Premium Pte. Ltd. Mr.
Added
Gao Lianquan (2) 11,667 0 0.56 % 0.00 % 0.08 % Mr. Yu Chun Yin (2)(3) 0 1,171,917 0.00 % 100.00 % 84.95 % Mr. Wong Ka Hei, Ben (2) 0 0 0.00 % 0.00 % 0.00 % Mr. Lin Sin Hoe, Wills (2) 0 0 0.00 % 0.00 % 0.00 % Mr.
Removed
Present And Ongoing Related Party Transactions (a) Supply of budget prepared meals and sublet partial space of property from our Company to P remium-Rich Engineering Pte. Ltd.; expenses paid on behalf by our Company for Premium-Rich Engineering Pte. Ltd.; deposit received from Premium-Rich Engineering Pte. Ltd. by our Company; trade balance due from Premium-Rich Engineering Pte.
Added
Chai Ming Hui (2) 0 0 0.00 % 0.00 % 0.00 % Mr.
Removed
Ltd. and non-trade balance due from Premium-Rich Engineering Pte. Ltd.; For the years ended June 30, 2023, and 2024, our Company supplied budget prepared meals and sublet part of our premises to Premium-Rich Engineering Pte. Ltd. We have also paid printing and telecommunication expenses, utilities expenses and manpower expenses for Premium-Rich Engineering Pte. Ltd.
Added
Lum Kian San, Alvin (2) 0 0 0.00 % 0.00 % 0.00 % All executive officers and directors as a group (6 persons) 11,667 1,171,917 0.56 % 100.00 % 85.03 % 5% or Greater Shareholders Hero Global Enterprises Limited (3) 0 1,171,917 0.00 % 100.0 % 84.95 % (1) On April 22, 2025, our Ordinary Shares were re-designated and re-classified into Class A Ordinary Shares, entitled to one vote per share, and Class B Ordinary Shares, entitled to ten votes per share, on all matters submitted to a vote of our shareholders.
Removed
In addition, we have received rental deposit from Premium-Rich Engineering Pte. Ltd. As such, there were trade and non-trade balances due from Premium-Rich Engineering Pte. Ltd. as at June 30, 2024.
Added
(2) Except as otherwise indicated below, the business address for our Directors and executive officers is 6 Woodlands Walk, Singapore 738398. (3) Represents shares owned of record by Hero Global Enterprises Limited, which is wholly-owned by Mr. Yu, a Director and indirect controlling shareholder of the Company, who holds voting and dispositive power over the shares.
Removed
Details of such transactions are as follows: S$ As at June 30, 2023 As at June 30, 2024 Amount due from Revenue from supply of budget prepared meals 532,704 209,202 Rental from sublet of part of premises 4,950 900 Printing and telco utilities expense paid on behalf - - Manpower expenses paid on behalf - - Deposits received 3,600 3,600 Trade balance due from Premium-Rich Engineering Pte.
Added
(4) Based on 2,072,528 Class A Ordinary Shares and 1,171,917 Class B Ordinary Shares issued and outstanding as of the date of this Annual Report. (5) Based on 2,072,528 Class A votes and 11,719,170 Class B votes, or 13,795,298 total votes as of the date of this Annual Report.
Removed
Ltd. 37,302 - Non-trade balance due from Premium-Rich Engineering Pte. Ltd. 3,402 - Expenses charged by you 99,518 12,747 Advances paid from you (Trade) - 15,565 Expenses charged to you 2,952 - 71 (b) Direct costs charged by Premium-Rich Engineering Pte. Ltd. to our Company and non-trade balance due to Premium-Rich Engineering Pte. Ltd.
Added
Team General Construction Pte. Ltd. Mr. Gao Lianquan owns 60% of Team General Construction Pte. Ltd. through his 100% shareholding in Premium-Rich Engineering Pte. Ltd. Financial Years ended June 30, Nature of transactions 2023 2024 2025 S$ S$ S$ Premium Rich Engineering Pte. Ltd.
Removed
For the years ended June 30, 2023 and 2024, there were direct costs charged by Premium-Rich Engineering Pte. Ltd. to our Company. As at June 30, 2023 and 2024, there were non-trade balances due to Premium-Rich Engineering Pte. Ltd.
Added
(1) Amount due from you (trade) 37,302 - 18,494 Amount due from you (non-trade) 3,402 - - Amount due to you (non-trade) 24,744 40,602 8,491 Sales during the year 532,704 209,202 204,297 Expenses charged to you 2,952 - - Rental income charged to you 4,950 900 - Direct cost charged by you 42,124 102,866 165,140 Expenses charged by you 99,518 12,747 - Deposit received from you 3,600 3,600 - Advance paid from you (trade) - 15,565 - LRS-Premium Pte.
Removed
Details of such transactions are as follows: S$ As at June 30, 2023 As at June 30, 2024 Amount due to Direct costs charged 42,124 102,866 Non-trade balance due to Premium-Rich Engineering Pte. Ltd 24,744 40,602 (c) Engagement of operating lease of Central Kitchen and facilities with LRS-Premium Pte. Ltd.; expenses paid by our Company for LRS-Premium Pte.
Added
Ltd. (2) Amount due from you (non-trade) 272,096 - - Amount due to you (non-trade) 100,915 813,724 31,062 Prepayment to you 569,252 - - Deposit paid 878,000 778,000 - Rental charged by you 622,915 1,149,996 958,330 Expense charged by you 205,984 456,477 456,711 Hing Fatt Building & Material Pte. Ltd.
Removed
Ltd.; prepaid of operating lease expenses and deposit by our Company to LRS-Premium Pte. Ltd; non-trade balance due to LRS-Premium Pte. Ltd. During the years ended June 30, 2023 and 2024, our Company has entered a five-year lease to rent the Central Kitchen and operating facilities from LRS-Premium Pte.
Added
(3) Amount due from you (trade) 7,003 31,975 4,878 Amount due from you (non-trade) 11,664 - - Amount due to you (non-trade) 90 - - Sales during the year 6,484 56,521 54,437 Rental charged to you 10,800 1,350 - Expense charged by you 90 - 9,682 Team General Construction Pte. Ltd.
Removed
Ltd. as part of our business operation and we have paid the premise’s utilities expenses for LRS-Premium Pte. Ltd. and prepaid the operating lease expense and deposit of lease to LRS-Premium Pte. Ltd. As at June 30, 2023 and 2024, there were non-trade balances due to and due from LRS-Premium Pte. Ltd.
Added
(4) Amount due from you (trade) 5,181 39,502 4,822 Amount due to you (non-trade) 65 - - Sales during the year 106,037 205,586 116,406 Expenses charged to you 47 2,100 - Expense charged by you 385 - 257 Rental income charged to you - 61,580 278,256 (1) 100% shares held by our Company’s Chief Executive Officer, Mr.
Removed
Details of such transactions are as follows: S$ As at June 30, 2023 As at June 30, 2024 Amount due to Rental of Central Kitchen and facilities 622,915 1,149,996 Premise’s utilities expenses paid on behalf 205,984 456,477 Prepaid of operating lease expense 569,252 - Deposit of lease 878,000 778,000 Non-trade balance due to LRS Premium Pte.
Added
Gao (2) 60% shares held by Mr. Gao (3) 100% shares held by Mr. Gao (4) 60% shares held by our Company’s Chief Executive Officer, Mr. Gao, via Premium Rich Engineering Pte. Ltd. 80 INTERESTS OF EXPERTS AND COUNSEL Not Applicable LEGAL PROCEEDINGS Not Applicable
Removed
Ltd. 100,915 813,724 - - Amount due from - - Non-trade balance due from LRS-Premium Pte. Ltd. 272,096 - (d) Supply of budget prepared meals and sublet partial space of property from our Company to Hing Fatt Building & Materials Pte. Ltd.; trade and non-trade balances due from Hing Fatt Building & Materials Pte. Ltd.
Removed
For the years ended June 30, 2023 and 2024, our Company supplied budget prepared meals and sublet part of our premises to Hing Fatt Building & Materials Pte. Ltd., trade balance due from Hing Fatt Building & Materials Pte. Ltd. and non-trade balances due from Hing Fatt Building & Materials Ptes. Ltd.
Removed
Details of such transactions are as follows: S$ As at June 30, 2023 As at June 30, 2024 Amount due from Revenue from supply of budget prepared meals 6,484 56,521 Rental from sublet of part of premises 10,800 1,350 Trade balance due from Hing Fatt Building & Materials Pte.
Removed
Ltd. 7,003 31,975 Non-trade balance due from Hing Fatt Building & Materials Pte. Ltd. 11,664 - 72 (e) Expenses paid by our Company for Hing Fatt Building & Materials Pte. Ltd.; non-trade balance due to Hing Fatt Building & Materials Pte. Ltd.
Removed
For the years ended June 30, 2023 and 2024, our Company has paid the insurance expenses for Hing Fatt Building & Materials Pte. Ltd. and there were non-trade balances to from Hing Fatt Building & Materials Pte. Ltd.
Removed
Details of such transactions are as follows: S$ As at June 30, 2023 As at June 30, 2024 Amount due to Insurance expenses paid on behalf 90 - Non-trade balance due to Hing Fatt Building & Materials Pte. Ltd. 90 - (f) Supply of budget prepared meals to Team General Construction Pte.
Removed
Ltd.; expenses paid by our Company for Team General Construction Pte. Ltd.; trade balance due from Team General Construction Pte. Ltd. For the years ended June 30, 2023 and 2024, our Company supplied budget prepared meals to Team General Construction Pte. Ltd., manpower expenses paid by our Company for Team General Construction Pte.
Removed
Ltd. and trade balance due from Team General Construction Pte. Ltd. Details of such transactions are as follows: S$ As at June 30, 2023 As at June 30, 2024 Amount due from Revenue from supply of budget prepared meals 106,037 205,586 Manpower expenses paid on behalf 47 - Trade balance due from Team General Construction Pte.
Removed
Ltd. 5,181 39,502 Rental income charge to you - 61,580 (g) Expenses paid by Team General Construction Pte. Ltd. for our Company; non-trade balance due to Team General Construction Pte. Ltd.
Removed
S$ As at June 30, 2023 As at June 30, 2024 Amount due to Office supplies expenses paid on behalf 385 - Non-trade balance due to Team General Construction Pte.
Removed
Ltd. 65 - Expense charge to you - 2,100 73 (h) Interest free loan facility of up to US$500,000 from Hero Global to our Company On July 1, 2023, the Company signed a loan facility agreement with Hero Global for a loan facility of up to US$500,000 in connection with the paying of expenses of obtaining a listing of our shares. unsecured.
Removed
The amount has been fully paid for as of November 4, 2024. INTERESTS OF EXPERTS AND COUNSEL Not Applicable LEGAL PROCEEDINGS Not Applicable