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Rectitude Holdings Ltd.

Rectitude Holdings Ltd.RECT财报

Nasdaq · 工业 · 餐具、手工具及通用五金

What changed in Rectitude Holdings Ltd.'s 20-F — 2024 vs 2025

Top changes in Rectitude Holdings Ltd.'s 2025 20-F

194 paragraphs added · 246 removed · 156 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

27 edited+1 added−13 removed170 unchanged
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards (on page 14). ● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law (on page 15). ● Certain judgments obtained against us or our auditor by our shareholders may not be enforceable (on page 15). ● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements (on page 16). ● We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies (on page 16). ● We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us (on page 16). ● Our compensation of directors and officers may not be publicly available (on page 17). ● We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on Nasdaq (on page 17). 3 Risks Related to our Business and Industry We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in.
These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards (on page 13). ● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law (on page 14). ● Certain judgments obtained against us or our auditor by our shareholders may not be enforceable (on page 14). ● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements (on page 15). ● We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies (on page 15). ● We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us (on page 15). ● Our compensation of directors and officers may not be publicly available (on page 16). ● We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on Nasdaq (on page 16). 3 Risks Related to our Business and Industry We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares (on page 12). ● If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline (on page 12). ● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment (on page 13). ● Short selling may drive down the market price of our Ordinary Shares (on page 13). ● 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 (on page 13). ● Our Controlling Shareholders have substantial influence over the Company.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares (on page 11). ● If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline (on page 11). ● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment (on page 12). ● Short selling may drive down the market price of our Ordinary Shares (on page 12). ● 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 (on page 12). ● Our Controlling Shareholders have substantial influence over the Company.
We rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely (i) a majority of the Directors on our Board are not required to be independent Directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (iii) there will be no requirement for the Company to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings. 14 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, namely (i) a majority of the Directors on our Board are not required to be independent Directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (iii) there will be no requirement for the Company to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings. 13 You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage. 9 We are exposed to risks with respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions, and other uncontrollable events.
This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage. We are exposed to risks with respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions, and other uncontrollable events.
This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations. If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.
This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations. 8 If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.
Various jurisdictions may require different licenses, approvals and certifications for the use and operation of certain safety equipment, such as in Singapore, Malaysia, Cambodia and Australia. As we offer safety equipment and firefighting equipment to our customers within Singapore, we will need to maintain such approvals and certifications in order to carry out such services.
Various jurisdictions may require different licenses, approvals and certifications for the use and operation of certain safety equipment, such as in Singapore, Malaysia, Cambodia and Australia. 7 As we offer safety equipment and firefighting equipment to our customers within Singapore, we will need to maintain such approvals and certifications in order to carry out such services.
In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following: ● fluctuations in our 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. 11 Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following: ● fluctuations in our 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. 10 Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions (on page 14). ● As a “controlled company” under the rules of Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders (on page 14). ● As a company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq corporate governance listing standards.
Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions (on page 13). ● As a “controlled company” under the rules of Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders (on page 13). ● As a company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq corporate governance listing standards.
For more information regarding the relevant laws of the Cayman Islands and Singapore, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, Directors, or major shareholders, than would shareholders of a corporation incorporated in a jurisdiction in the United States. 15 We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
For more information regarding the relevant laws of the Cayman Islands and Singapore, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, Directors, or major shareholders, than would shareholders of a corporation incorporated in a jurisdiction in the United States. 14 We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline. 12 Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline. 11 Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
We extend credit terms to some of our customers. Our average accounts receivable turnover days were approximately 108 days, and 109 days for the financial year ended March 31, 2023, and 2024, respectively. Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all.
We extend credit terms to some of our customers. Our average accounts receivable turnover days were approximately 108 days, 109 days and 96 days for the financial year ended March 31, 2023, 2024 and 2025 respectively. Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all.
While we did not experience any material order cancellations by our customers during the financial year ended March 31, 2022, 2023 and 2024, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all.
While we did not experience any material order cancellations by our customers during the financial year ended March 31, 2023, 2024 and 2025, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all.
For the financial years ended March 31, 2022, 2023 and 2024, our business segments, products, lines of service, projects, or operations were not materially impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine and the effectiveness of the Uyghur Forced Labor Protection Act (“UFLPA”).
For the financial years ended March 31, 2023 and 2024, 2025, our business segments, products, lines of service, projects, or operations were not materially impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine and the effectiveness of the Uyghur Forced Labor Protection Act (“UFLPA”).
Furthermore, product recalls could result in negative publicity and public concerns regarding the safety of our products, which could harm the reputation of our products and our business and could cause the market value of our shares to decline. 10 Risks Related to our Securities An active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares may fluctuate significantly.
Furthermore, product recalls could result in negative publicity and public concerns regarding the safety of our products, which could harm the reputation of our products and our business and could cause the market value of our shares to decline. 9 Risks Related to our Securities An active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares may fluctuate significantly.
In addition, we are guided by a set of safety regulations imposed on us as described in the “4.B. Business Overview — Regulation” section on page 19 below. We are subject to monetary fines and/or other penalties if there is an infringement of any of the applicable safety regulations.
In addition, we are guided by a set of safety regulations imposed on us as described in the “4.B. Business Overview - Regulation” section on page 30 below. We are subject to monetary fines and/or other penalties if there is an infringement of any of the applicable safety regulations.
For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Item 10.E. Taxation— Passive Foreign Investment Company Considerations.” 13 Our Controlling Shareholders have substantial influence over the Company.
For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Item 10.E. Taxation- Passive Foreign Investment Company Considerations.” 12 Our Controlling Shareholders have substantial influence over the Company.
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. 17
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. 16
These risks are discussed more fully below and include, but are not limited to, risks related to: Risks related to Our Business and Industry ● We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in (on page 4). ● We are dependent on the need to continually maintain a wide range of safety equipment which are relevant to our customers’ needs (on page 4). ● We are susceptible to fluctuations in the prices and quantity of available safety equipment and industrial grade hardware (on page 5). ● Our continued success is dependent on our key management personnel and our experienced and skilled personnel, and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements (on page 5). ● Our reputation and profitability may be adversely affected if there are major failures or malfunction in our safety equipment sold by or sold to our customers (on page 5). 1 ● A significant failure or deterioration in our quality control systems could have a material adverse effect on our business and operating results (on page 5). ● We are exposed to disputes and claims arising from site accidents due to the usage of our safety equipment (on page 6). ● We may be affected if we are found to be in breach of any lease agreements entered into by us (on page 6). ● Increased competition in the safety equipment sales and rental business in Singapore and the region may affect our ability to maintain our market share and growth (on page 6). ● We are exposed to the credit risks of our customers (on page 6). ● Our business is subject to supply chain interruptions (on page 7). ● Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19 (on page 8). ● We may be affected by an outbreak of other infectious diseases (on page 8). ● We are exposed to risks arising from fluctuations of foreign currency exchange rates (on page 8). ● We and/or our customers may not be able to obtain the necessary approvals or certifications for the use of our safety equipment in various jurisdictions (on page 8). ● We are subject to environmental, health and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations (on page 9). ● Our insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions (on page 9). ● We may be harmed by negative publicity (on page 9). ● If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer (on page 9). ● We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events (on page 10). ● We may not be able to successfully implement our business strategies and future plans (on page 10). ● We are subject to risks related to product recalls, and our operation results and financial condition would suffer if we fail to adequately manage such risks (on page 10). 2 Risks related to our Securities ● An active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares may fluctuate significantly (on page 11). ● We may not maintain the listing of our Ordinary Shares on Nasdaq which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions (on page 11). ● The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors (on page 11). ● Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company.
These risks are discussed more fully below and include, but are not limited to, risks related to: Risks related to Our Business and Industry ● We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions which we intend to expand our business in (on page 4). ● We are dependent on the need to continually maintain a wide range of safety equipment which are relevant to our customers’ needs (on page 4). ● We are susceptible to fluctuations in the prices and quantity of available safety equipment and industrial grade hardware (on page 5). ● Our continued success is dependent on our key management personnel and our experienced and skilled personnel, and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements (on page 5). ● Our reputation and profitability may be adversely affected if there are major failures or malfunction in our safety equipment sold by or sold to our customers (on page 5). 1 ● A significant failure or deterioration in our quality control systems could have a material adverse effect on our business and operating results (on page 5). ● We are exposed to disputes and claims arising from site accidents due to the usage of our safety equipment (on page 6). ● We may be affected if we are found to be in breach of any lease agreements entered into by us (on page 6). ● Increased competition in the safety equipment sales and rental business in Singapore and the region may affect our ability to maintain our market share and growth (on page 6). ● We are exposed to the credit risks of our customers (on page 6). ● Our business is subject to supply chain interruptions (on page 7). ● We are exposed to risks arising from fluctuations of foreign currency exchange rates (on page 7). ● We and/or our customers may not be able to obtain the necessary approvals or certifications for the use of our safety equipment in various jurisdictions (on page 7). ● We are subject to environmental, health and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations (on page 8). ● Our insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions (on page 8). ● We may be harmed by negative publicity (on page 8). ● If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer (on page 9). ● We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events (on page 9). ● We may not be able to successfully implement our business strategies and future plans (on page 9). ● We are subject to risks related to product recalls, and our operation results and financial condition would suffer if we fail to adequately manage such risks (on page 9). 2 Risks related to our Securities ● An active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares may fluctuate significantly (on page 10). ● We may not maintain the listing of our Ordinary Shares on Nasdaq which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions (on page 10). ● The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors (on page 10). ● Certain recent initial public offerings of companies with public floats comparable to the anticipated public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company.
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. 16 Our compensation of directors and officers may not be publicly available.
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. 15 Our compensation of directors and officers may not be publicly available.
Our business operations are regulated by various governmental bodies and authorities in Singapore as disclosed in “Item 4.B. Business Overview — Regulation” section of this annual report on page 32.
Our business operations are regulated by various governmental bodies and authorities in Singapore as disclosed in “Item 4.B. Business Overview - Regulation” section of this annual report on page 30.
As of March 31, 2023 and March 31, 2024, we had inventories of S$5.8 million and S$6.2 million respectively. Our revenue relies on customer demand for our safety equipment. Depending on the progress of technological development of safety equipment, our existing safety equipment may become prematurely obsolete or phased out.
As of March 31, 2024 and March 31, 2025, we had inventories of S$6.2 million and S$7.6 million respectively. Our revenue relies on customer demand for our safety equipment. Depending on the progress of technological development of safety equipment, our existing safety equipment may become prematurely obsolete or phased out.
Sales to end users through e-commerce platforms such as Shopee and Lazada are also minimal, total amounting only to S$30,057, S$17,085 and S$26,003 (US$19,297), for the financial years ended March 31, 2022, 2023, and 2024 with sales via our physical stores and through third party vendors accounting for the rest of our sales.
Sales to end users through e-commerce platforms such as Shopee and Lazada are also minimal, total amounting only to S$17,085, S$26,003 and S$10,703 (US$7,960), for the financial years ended March 31, 2023, 2024 and 2025 with sales via our physical stores and through third party vendors accounting for the rest of our sales.
In such event, our business and profitability would be materially and adversely affected. We are subject to environmental, health, and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations. We are subject to laws, regulations, and policies relating to the protection of the environment and to workplace health and safety.
We are subject to environmental, health, and safety regulations and penalties, and may be adversely affected by new and changing laws and regulations. We are subject to laws, regulations, and policies relating to the protection of the environment and to workplace health and safety.
Any such new regulations or any imposition of new licensing requirements that may be applicable to our business operations and/or the products that we supply may have an adverse impact on our operations and financial performance. 8 In addition, compliance with changes in government legislation, regulations, or policies may increase our costs and any significant increase in compliance costs arising from such changes may adversely affect our financial performance.
Any such new regulations or any imposition of new licensing requirements that may be applicable to our business operations and/or the products that we supply may have an adverse impact on our operations and financial performance.
The factors that can adversely affect our operations include, but are not limited to: ● interruptions to our delivery capabilities; ● failure of third-party service providers to meet our standards or their commitments to us; ● increasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available; and ● the COVID-19 and disruptions as a result of efforts to control or mitigate the pandemic (such as facility closures, governmental orders, outbreaks and/or transportation capacity).
The factors that can adversely affect our operations include, but are not limited to: ● interruptions to our delivery capabilities; ● failure of third-party service providers to meet our standards or their commitments to us; ● increasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available; and Our results of operations and capital resources have not been materially impacted by supply chain interruptions during the financial years ended March 31, 2023, and 2024, 2025 and there have not been any material impact for the financial years ended March 31, 2023 and 2024, 2025 because we have locked in the prices of most of our sales orders during these time periods.
This may have an adverse impact on our revenue and financial performance. We are exposed to risks arising from fluctuations in foreign currency exchange rates. Our reporting currency is Singapore dollars. Our overseas sales is denominated in Singapore Dollars and procurement from our overseas suppliers are denominated in Chinese Yuan.
By implementing these measures, we hope that our ability to respond to and recover from any eventual cybersecurity incidents will be enhanced. We are exposed to risks arising from fluctuations in foreign currency exchange rates. Our reporting currency is Singapore dollars. Our overseas sales is denominated in Singapore Dollars and procurement from our overseas suppliers are denominated in Chinese Yuan.
Removed
Our results of operations and capital resources have not been materially impacted by supply chain interruptions during the financial years ended March 31, 2022, 2023, and 2024 and there have not been any material impact for the financial years ended March 31, 2022, 2023 and 2024 because we have locked in the prices of most of our sales orders during these time periods.
Added
In addition, compliance with changes in government legislation, regulations, or policies may increase our costs and any significant increase in compliance costs arising from such changes may adversely affect our financial performance. In such event, our business and profitability would be materially and adversely affected.
Removed
By implementing these measures, we hope that our ability to respond to and recover from any eventual cybersecurity incidents will be enhanced. 7 Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.
Removed
The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 had disrupted our operations, and the operations of our customers, suppliers, and/or sub-contractors.
Removed
If the development of the COVID-19 outbreak becomes more severe and/or new variants of COVID-19 evolve to be more transmissible and virulent than the existing strains, this may result in a re-tightening of restrictions and regulations on businesses.
Removed
If we or our customers, suppliers, and sub-contractors are forced to close their businesses with prolonged disruptions to their operations, we may experience a delay or shortage of supplies and/or services by our suppliers and sub-contractors, or termination of our orders and contracts by our customers.
Removed
In addition, if any of our employees are suspected of having contracted COVID-19, some or all of our employees may be quarantined thus causing a shortage of labor and we will be required to disinfect our workplace and our production and processing facilities.
Removed
In such event, our operations may be severely disrupted, which may have a material and adverse effect on our business, financial condition, and results of operations.
Removed
In addition, we have also faced difficulties in hiring suitable manpower from overseas jurisdictions due to travel restrictions imposed by the Singapore Government as a result of the COVID-19 pandemic during the financial years ended December 31, 2023 and 2022 respectively.
Removed
While the situation has greatly improved for the financial year 2024, this has led to a stagnation in our workforce strength for the financials years ended December 31, 2023 and 2022, thereby affecting our potential growth as we rely heavily on manual labor.
Removed
We have since taken measures to mitigate the impact of potential shortages in the future by introducing robots to our operations.
Removed
For example, at our hardware store and warehouse located at Defu Industrial City, #03-28, 8 Defu South Street 1, Singapore 533758, we have engaged the use of robots that are able to engage in simple tasks such as customer reception, displaying the availability and description of various products available in the store and direct customers to the shelf where a particular product is located.
Removed
This reduces the number of workers we require at the store. We may be affected by an outbreak of other infectious diseases. An outbreak of infectious diseases such as severe acute respiratory syndrome and avian influenza or new forms of infectious diseases in the future may potentially affect our operations as well as the operations of our customers and suppliers.
Removed
In the event that any of the employees in any of our offices or worksites or those of our customers and suppliers are affected by any infectious disease, we or our customers and suppliers may be required to temporarily shut down our or their offices or worksites to prevent the spread of the diseases.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

28 edited+10 added−29 removed109 unchanged
The BCISPA has established an adjudication process by which a person may claim payments due under a contract and enforce payment of the adjudicated amount; (ii) the right of the claimant to suspend the carrying out of construction work or supply of goods and services, and to exercise a lien over goods supplied by the claimant to the respondent that are unfixed and which have not been paid for, or to enforce the adjudication determination in the same manner as a judgment or an order of the court with the permission of the court, if amongst others, such claimant is not paid after the adjudicator has determined that the respondent shall pay an adjudicated amount to the claimant; and (iii) where the respondent fails to pay the whole or any part of the adjudicated amount to a claimant, the right of a principal of the respondent (being the person who is liable to make payment to the respondent for or in relation to the whole or part of the construction work that is the subject of the contract between the respondent and the claimant) to make direct payment of the outstanding amount of the adjudicated amount to the claimant, together with the right for such principal to recover such payment from the respondent. 32 Employees Employment Act The Employment Act 1968 of Singapore, or the Singapore EA, sets out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees.
The BCISPA has established an adjudication process by which a person may claim payments due under a contract and enforce payment of the adjudicated amount; (ii) the right of the claimant to suspend the carrying out of construction work or supply of goods and services, and to exercise a lien over goods supplied by the claimant to the respondent that are unfixed and which have not been paid for, or to enforce the adjudication determination in the same manner as a judgment or an order of the court with the permission of the court, if amongst others, such claimant is not paid after the adjudicator has determined that the respondent shall pay an adjudicated amount to the claimant; and (iii) where the respondent fails to pay the whole or any part of the adjudicated amount to a claimant, the right of a principal of the respondent (being the person who is liable to make payment to the respondent for or in relation to the whole or part of the construction work that is the subject of the contract between the respondent and the claimant) to make direct payment of the outstanding amount of the adjudicated amount to the claimant, together with the right for such principal to recover such payment from the respondent. 30 Employees Employment Act The Employment Act 1968 of Singapore, or the Singapore EA, sets out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees.
Property, Plant and Equipment A description of the Company’s leased properties is below: Location Usage Lease Period Rent (per month) Approximate area 9 Pioneer Road #01-54 Pioneer Road North Terrace Workshops Singapore 628461 Storage of general industrial hardware and chemical goods December 16, 2022 to December 15, 2025 S$ 7,000 386 sqm/4,155 sq ft 35 Kallang Pudding Road, Tong Lee Building Tower A, #01-08 Singapore 349314 Warehouse June 13, 2022 to July 14, 2025 S$ 8,300 354 sqm/3,810 sq ft 51 Tampines Industrial Avenue 5, T5 @ Tampines, Singapore 528635 Use of said premises for purpose approved by the Building Control Division and the Competent Authorities August 1, 2024 to July 31, 2026 S$ 28,000 1,230 sqm/13,240 sq ft 56 Loyang Way, Loyang Enterprise Building, Singapore 508775 Factory August 25, 2022 to August 24, 2024 S$ 12,890 479 sqm/5,156 sq ft 71 Kaki Bukit Ave 1 Shun Li Industrial Park, Singapore 417948 Office, operation, production, repair workshop, storage October 1, 2023 to September 30, 2026 S$ 7,000 826 sqm/8,891 sq ft Block 828, #01-264 (2 nd level) Tampines Street 81, Singapore 520828 Residential April 1, 2023 to April 30, 2025 S$ 3,200 275 sqm/2,963 sq ft 1000 Tai Seng Avenue #01-2508, Singapore 534421 Storage of goods i.e., shoes, body harness, restrain products, hardware and small machinery and as an office April 24, 2021, to April 23, 2027 S$ 4,588 190 sqm/2,045 sq ft Defu Industrial City, #03-28, 8 Defu South Street 1, Singapore 533758 Warehouse storage for general safety PPE, general hardware and as an office October 21, 2023 to October 20, 2026 S$ 35,204 1,563 sqm/16,819 sq ft 2 Defu South Street 1 #02-02 Singapore 533755 Warehouse storage for general safety PPE, general hardware and as an office 15 November 2023 to 14 November 2026 S$ 2,684 69 sqm/743 sq ft 498 Geylang Road Singapore 389456 Warehouse storage for general safety PPE, general hardware and as an office 15 March 2024 to 14 March 2028 S$ 10,000 150 sqm/1,600 sq ft 500 Geylang Road Singapore 389458 Warehouse storage for general safety PPE, general hardware and as an office 15 March 2024 to 14 March 2028 S$ 10,000 150 sqm/1,600 sq ft On November 25, 2014, we purchased a 2,107 sqm/22,679 sq ft property located at 35 Tampines Industrial Avenue 5, Singapore 528627, which is the current principal executive office of our Group for purchase consideration of S$4,088,000 (US$3,033,766) with a monthly loan repayment of S$20,356 (US$15,106).
Property, Plant and Equipment A description of the Company’s leased properties is below: Location Usage Lease Period Rent (per month) Approximate area 9 Pioneer Road #01-54 Pioneer Road North Terrace Workshops Singapore 628461 Storage of general industrial hardware and chemical goods December 16, 2022 to December 15, 2025 S$ 7,000 386 sqm/4,155 sq ft 35 Kallang Pudding Road, Tong Lee Building Tower A, #01-08 Singapore 349314 Warehouse July 15, 2025 to July 14, 2028 S$ 8,300 354 sqm/3,810 sq ft 51 Tampines Industrial Avenue 5, T5 @ Tampines, Singapore 528635 Use of said premises for purpose approved by the Building Control Division and the Competent Authorities August 1, 2024 to July 31, 2026 S$ 28,000 1,230 sqm/13,240 sq ft 56 Loyang Way, Loyang Enterprise Building, Singapore 508775 Factory August 25, 2024 to August 24, 2027 S$ 13,148 479 sqm/5,156 sq ft 71 Kaki Bukit Ave 1 Shun Li Industrial Park, Singapore 417948 Office, operation, production, repair workshop, storage October 1, 2023 to September 30, 2026 S$ 7,000 826 sqm/8,891 sq ft Block 828, #01-264 (2 nd level) Tampines Street 81, Singapore 520828 Residential April 1, 2025 to March 31, 2027 S$ 3,200 275 sqm/2,963 sq ft 1000 Tai Seng Avenue #01-2508, Singapore 534421 Storage of goods i.e., shoes, body harness, restrain products, hardware and small machinery and as an office April 24, 2021, to April 23, 2027 S$ 5,605 190 sqm/2,045 sq ft Defu Industrial City, #03-28, 8 Defu South Street 1, Singapore 533758 Warehouse storage for general safety PPE, general hardware and as an office October 21, 2023 to October 20, 2026 S$ 35,204 1,563 sqm/16,819 sq ft 2 Defu South Street 1 #02-02 Singapore 533755 Warehouse storage for general safety PPE, general hardware and as an office 15 November 2023 to 14 November 2026 S$ 2,684 69 sqm/743 sq ft 498 Geylang Road Singapore 389456 Warehouse storage for general safety PPE, general hardware and as an office 15 March 2024 to 14 March 2028 S$ 10,000 150 sqm/1,600 sq ft 500 Geylang Road Singapore 389458 Warehouse storage for general safety PPE, general hardware and as an office 15 March 2024 to 14 March 2028 S$ 10,000 150 sqm/1,600 sq ft On November 25, 2014, we purchased a 2,107 sqm/22,679 sq ft property located at 35 Tampines Industrial Avenue 5, Singapore 528627, which is the current principal executive office of our Group for purchase consideration of S$4,088,000 (US$3,033,766) with a monthly loan repayment of S$20,356 (US$15,106).
The availability of the foreign workers to various sectors is also regulated by the MOM through, amongst others, the following policy instruments: (i) approved source countries; (ii) the imposition of security bonds and levies; (iii) dependency ceilings based on the ratio of local to foreign workers; and (iv) quotas based on the man year entitlements (“MYE”) in respect of workers from Non-Traditional Sources (“NTS”) and the PRC. 33 Various categories of work passes may be issued by the Controller of Work Passes under the Employment of Foreign Manpower (Work Passes) Regulations 2012 (“EFMR”), including the work permit, the S Pass and the employment pass.
The availability of the foreign workers to various sectors is also regulated by the MOM through, amongst others, the following policy instruments: (i) approved source countries; (ii) the imposition of security bonds and levies; (iii) dependency ceilings based on the ratio of local to foreign workers; and (iv) quotas based on the man year entitlements (“MYE”) in respect of workers from Non-Traditional Sources (“NTS”) and the PRC. 31 Various categories of work passes may be issued by the Controller of Work Passes under the Employment of Foreign Manpower (Work Passes) Regulations 2012 (“EFMR”), including the work permit, the S Pass and the employment pass.
We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore and in the markets in which we operate. 31 Litigation and Other Legal Proceedings We and our subsidiaries have been and may from time to time be involved in various legal proceedings and claims in the ordinary course of business, including contractual disputes and other commercial disputes.
We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore and in the markets in which we operate. 29 Litigation and Other Legal Proceedings We and our subsidiaries have been and may from time to time be involved in various legal proceedings and claims in the ordinary course of business, including contractual disputes and other commercial disputes.
Under the WICA, every employer is required to insure and maintain insurance under approved policies with an insurer against all liabilities which he may incur under the provisions of the WICA in respect of all employees employed by him, unless specifically exempted. 35 Fire Safety Fire Safety Act The Fire Safety Act 1993 (the “ FSA ”) sets out the regulations governing the fire safety of buildings in Singapore.
Under the WICA, every employer is required to insure and maintain insurance under approved policies with an insurer against all liabilities which he may incur under the provisions of the WICA in respect of all employees employed by him, unless specifically exempted. 33 Fire Safety Fire Safety Act The Fire Safety Act 1993 (the “ FSA ”) sets out the regulations governing the fire safety of buildings in Singapore.
As part of the Reorganization undertaken pursuant to the Share Swap Agreement, 200,000 ordinary shares, representing 100% of the equity in PTH, were transferred to the Company, and PTH became a wholly owned subsidiary of our Company on January 3, 2024. 18 ALS On September 15, 2009, ALS was incorporated in Singapore as a private company limited by shares.
As part of the Reorganization undertaken pursuant to the Share Swap Agreement, 200,000 ordinary shares, representing 100% of the equity in PTH, were transferred to the Company, and PTH became a wholly owned subsidiary of our Company on January 3, 2024. 17 ALS On September 15, 2009, ALS was incorporated in Singapore as a private company limited by shares.
For the financial years ended March 31, 2023 and 2024, our top five customers accounted for 33% and 30% of total sales respectively, and three of our top five customers have more than 10 years of business relationships with us. We have an experienced management team. We have an experienced management team, led by Mr.
For the financial years ended March 31, 2023,2024 and 2025, our top five customers accounted for 33%, 30% and 25% of total sales respectively, and three of our top five customers have more than 10 years of business relationships with us. We have an experienced management team. We have an experienced management team, led by Mr.
Our Customers Our customers can be categorized into two groups, (i) wholesalers and distributers of our products and (ii) end users of our products. Our end user customers operate in various industries which range from infrastructure, building construction, marine, oil and gas industries, as well as general industrial markets.
Recent Developments Our Customers Our customers can be categorized into two groups, (i) wholesalers and distributers of our products and (ii) end users of our products. Our end user customers operate in various industries which range from infrastructure, building construction, marine, oil and gas industries, as well as general industrial markets.
After a company submits the online application to declare its business activity, the MOM may request for additional information and documents. 34 Workplace Safety and Health Act The Workplace Safety and Health Act 2006 of Singapore (the “WSHA”) is administered by the MOM.
After a company submits the online application to declare its business activity, the MOM may request for additional information and documents. 32 Workplace Safety and Health Act The Workplace Safety and Health Act 2006 of Singapore (the “WSHA”) is administered by the MOM.
To complement our sales of safety equipment and industrial hardware, we also offer products and accessories to our customers should they need them under our own range of “DADE” brand of industrial hardware tools, electrical products and accessories. 21 The diagrams below illustrates the suite of personal protective clothing, hand gloves, safety footwear, and personal fall arrest systems we currently offer. 22 23 The diagram below illustrates the types of fire extinguishers and fire related safety products we currently offer. 24 The diagram below illustrates the suite of traffic products we currently offer. 25 Functionality Testing, Inspection of Equipment and Quality Control Our company has established a quality control and assurance system for our safety products.
To complement our sales of safety equipment and industrial hardware, we also offer products and accessories to our customers should they need them under our own range of “DADE” brand of industrial hardware tools, electrical products and accessories. 20 The diagrams below illustrates the suite of personal protective clothing, hand gloves, safety footwear, and personal fall arrest systems we currently offer. 21 22 The diagram below illustrates the types of fire extinguishers and fire related safety products we currently offer. 23 The diagram below illustrates the suite of traffic products we currently offer. 24 The diagram below illustrates the suite of power storage solutions which we currently offer. 25 Functionality Testing, Inspection of Equipment and Quality Control Our company has established a quality control and assurance system for our safety products.
Ltd (“ALS”) September 15, 2009 Singapore 100% Supply of safety products P.T.H Pte. Ltd. (“PTH”) November 3, 2008 Singapore 100% Supply of safety products Rectitude Pte Ltd (“RPL”) December 26, 1997 Singapore 100% Wholesale of safety products 36 D.
Ltd (“ALS”) September 15, 2009 Singapore 100% Supply of safety products P.T.H Pte. Ltd. (“PTH”) November 3, 2008 Singapore 100% Supply of safety products Rectitude Pte Ltd (“RPL”) December 26, 1997 Singapore 100% Wholesale of safety products 34 D.
The diagram above depicts the inside of the construction site, which would be presented along with guidance for workers to follow along to progress within the VR world. 42 The diagram above depicts the occurrence of the accident itself.
The diagram above depicts the inside of the construction site, which would be presented along with guidance for workers to follow along to progress within the VR world. 40 The diagram above depicts the occurrence of the accident itself.
The STRIKERS brand covers our range of firefighting equipment. 20 The Osprey brand covers our range of fall arrest equipment, safety gloves and step platform ladders. The HORNET brand covers our range of fall arrest equipment for workers working at heights. The DADE brand covers our range of industrial hardware tools, electrical products and accessories.
The Osprey brand covers our range of fall arrest equipment, safety gloves and step platform ladders. The HORNET brand covers our range of fall arrest equipment for workers working at heights. The DADE brand covers our range of industrial hardware tools, electrical products and accessories.
Inventory For our safety equipment sales, we maintain an inventory of safety shoes, travel restraint and fall arrest system and industrial grade hardware which are in demand with our customers and hence easier to sell. As of March 31, 2024 and March 31, 2023, we had inventories of S$6.2 million (US$4.6 million), and S$5.8 million, respectively.
Inventory For our safety equipment sales, we maintain an inventory of safety shoes, travel restraint and fall arrest system and industrial grade hardware which are in demand with our customers and hence easier to sell. As of March 31, 2025 and March 31, 2024, we had inventories of S$7.6 million (US$5.6 million), and S$6.2 million, respectively.
Additionally, when needed by our customers, we also offer auxiliary products such as industrial hardware tools and electrical hardware required for construction sites. For the financial years ended March 31, 2024, March 31, 2023, and March 31, 2022, the provision of safety equipment contributed to 68.9%, 65.0% and 57.4% of our revenue, respectively.
Additionally, when needed by our customers, we also offer auxiliary products such as industrial hardware tools and electrical hardware required for construction sites. For the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the provision of safety equipment contributed to 70.0%, 68.9% and 65.0% of our revenue, respectively.
We believe we have a corporate culture that motivates newly acquired, entrepreneurial businesses to embrace our shareholder value creation principles. In the financial year ended March 31, 2023, business in Singapore contributed to 92.0% of our Group’s revenue. In the financial year ended March 31, 2024, business in Singapore contributed to 96% of our Group’s revenue.
We believe we have a corporate culture that motivates newly acquired, entrepreneurial businesses to embrace our shareholder value creation principles. In the financial year ended March 31, 2024, business in Singapore contributed to 96% of our Group’s revenue. In the financial year ended March 31, 2025, business in Singapore contributed to 95% of our Group’s revenue.
We also believe that our financial results reflect our strong market position. For the financial year ended March 31, 2022, our revenue was S$29.8 million, and our net profit was S$2.1 million. For the financial year ended March 31, 2023, our revenue was S$37.6 million, and our net profit was S$3.9 million.
We also believe that our financial results reflect our strong market position. For the financial year ended March 31, 2023, our revenue was S$37.6 million, and our net profit was S$3.9 million.
On September 25, 2017, we purchased a 245 sqm/2,637 sq ft property located at 9 Tuas South Avenue 10 #02-20 T99, Singapore 637014 for purchase consideration of S$1,250,000 (US$927,644) with a monthly loan repayment of S$5,516 (US$4,094). Intellectual Property Our Group’s intellectual property rights are important to our business.
On September 25, 2017, we purchased a 245 sqm/2,637 sq ft property located at 9 Tuas South Avenue 10 #02-20 T99, Singapore 637014 for purchase consideration of S$1,250,000 (US$927,644) with a monthly loan repayment of S$5,516 (US$4,094).
We are aiming to provide our customers with the first iteration of our VR equipment in the fourth quarter of 2024. The diagram below depicts the headset our customer’s workers would use to undergo their VR training. 41 The diagrams below depict a typical construction scene.
We have provided our customers with the first iteration of our VR equipment in the fourth quarter of 2024. The diagram below depicts the headset our customer’s workers would use to undergo their VR training. 39 The diagrams below depict a typical construction scene.
For the financial year ended March 31, 2024, our revenue was S$41.4 million, and our net profit was S$3.4 million. This is a growth of 9.9% in revenue and decrease of 14.6% in net profit respectively.
For the financial year ended March 31, 2024, our revenue was S$41.4 million, and our net profit was S$3.4 million. 18 For the financial year ended March 31, 2025, our revenue was S$43.8 million, and our net profit was S$2.2 million This is a growth of 5.9% in revenue and decrease of 33.3% in net profit respectively.
Our telephone number at this location is +65 6749 6647. Our principal website address is www.rectitude.com.sg . The information contained on our website does not form part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42 nd Street, 18 th Floor, New York, New York 10168. 4.B.
The information contained on our website does not form part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42 nd Street, 18 th Floor, New York, New York 10168. 4.B.
This serves as a reminder for them to wear the proper safety equipment and to abide by the proper protocols. Item 4A. Unresolved Staff Comments None.
This serves as a reminder for them to wear the proper safety equipment and to abide by the proper protocols.
The SkyHawk brand is our brand committed to providing reliable travel restraint and fall arrest equipment, specifically designed to ensure the safety of workers operating at heights. The Super Sun brand covers our range of industrial graded hardware and traffic products.
The SkyHawk brand is our brand committed to providing reliable travel restraint and fall arrest equipment, specifically designed to ensure the safety of workers operating at heights. The Super Sun brand covers our range of industrial graded hardware, traffic products and smart &green power supply solutions provided for construction sites. 19 The STRIKERS brand covers our range of firefighting equipment.
The cost of revenue increased from S$21.1 million in the financial year ended March 31, 2022 to S$25.5 million in the financial year ended March 31, 2023.
The cost of revenue increased from S$25.5 million in the financial year ended March 31, 2023 to S$26.6 million in the financial year ended March 31, 2024. The cost of revenue increased from S$26.6 million in the financial year ended March 31, 2024 to S$29.1 million in the financial year ended March 31, 2025.
Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Singapore RPL T0913908A Class 25 November 30, 2009 November 30, 2029 Brunei RPL 45967 Class 9, 25 October 08, 2014 October 08, 2024 37 Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Thailand RPL 171112300 Class 9 August 28, 2015 August 27, 2025 Thailand RPL 171112228 Class 25 August 28, 2015 August 27, 2025 Cambodia RPL KH/60739/16 Class 9 August 22, 2016 January 08, 2026 Cambodia RPL KH/60740/16 Class 25 August 22, 2016 January 08, 2026 Vietnam RPL 288567 Class 9, 25 August 27, 2017 January 07, 2026 Malaysia RPL 2014064489 Class 9 September 25, 2014 September 25, 2024 38 Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Malaysia RPL 2014064490 Class 25 September 25, 2014 September 25, 2024 Australia RPL 1765250 Class 9, 25 April 15, 2016 April 15, 2026 PRC RPL 18955594 Class 9 May 21, 2017 May 20, 2027 Singapore RPL T0913906E Class 8 November 30, 2009 November 30, 2029 Singapore RPL T0913907C Class 9 November 30, 2009 November 30, 2029 Singapore RPL 40202206325V Class 9 March 21, 2022 March 21, 2032 Singapore RPL T1003512Z Class 9 March 23, 2010 March 23, 2030 Singapore RPL 40202254207Q Class 8, 35 August 30, 2022 August 30, 2032 39 Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Singapore PTH 40202304598W Class 9, Class 25 March 9, 2023 March 9, 2033 Singapore PTH 40202206294V Class 9 March 21, 2022 March 21, 2032 Singapore PTH 40202115187Y Class 6, 9, 20 June 25, 2021 June 25, 2031 Singapore PTH T1108778F Class 9 July 11, 2011 July 11, 2031 Singapore RPL T1216734A Class 32 October 31, 2012 October 31, 2032 Notes: (1) Class 6: Common metals and their alloys, ores; metal materials for building and construction; transportable buildings of metal; non-electric cables and wires of common metal; small items of metal hardware; metal containers for storage or transport; safes (2) Class 8: Hand tools and implements, hand-operated; cutlery; side arms, except firearms; razors (3) Class 9: Scientific, research, navigation, surveying, photographic, cinematographic, audiovisual, optical, weighing, measuring, signaling, detecting, testing, inspecting, life-saving and teaching apparatus and instruments; apparatus and instruments for conducting, switching, transforming, accumulating, regulating or controlling the distribution or use of electricity; apparatus and instruments for recording, transmitting, reproducing or processing sound, images or data; recorded and downloadable media, computer software, blank digital or analogue recording and storage media; mechanisms for coin-operated apparatus; cash registers, calculating devices; computers and computer peripheral devices; diving suits, divers’ masks, ear plugs for divers, nose clips for divers and swimmers, gloves for divers, breathing apparatus for underwater swimming; fire-extinguishing apparatus. 40 (4) Class 20: Furniture, mirrors, picture frames; containers, not of metal, for storage or transport; unworked or semi-worked bone, horn, whalebone or mother-of-pearl; shells; meerschaum; yellow amber (5) Class 25: Clothing, footwear, headwear (6) Class 32: Fruit juices, mineral water (beverages) (7) Class 35: Convenience store retailing: Department store retailing; Online retail services; Online wholesale services; Providing consumer product information; Retail services; Provision of an online marketplace doe buyers and sellers of goods and services; Supermarket retailing; The bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods from a general merchandise catalogues by mail order; Wholesale services; Pharmacy retail services; Provision of commercial information.
Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Singapore RPL T0913908A Class 25 November 30, 2009 November 30, 2029 Brunei RPL 45967 Class 9, 25 October 08, 2014 October 08, 2034 Thailand RPL 171112300 Class 9 August 28, 2015 August 27, 2025 Thailand RPL 171112228 Class 25 August 28, 2015 August 27, 2025 Cambodia RPL KH/60739/16 Class 9 August 22, 2016 January 08, 2026 Cambodia RPL KH/60740/16 Class 25 August 22, 2016 January 08, 2026 36 Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Vietnam RPL 288567 Class 9, 25 August 27, 2017 January 07, 2026 Malaysia RPL 2014064489 Class 9 September 25, 2014 September 25, 2034 Malaysia RPL 2014064490 Class 25 September 25, 2014 September 25, 2034 Australia RPL 1765250 Class 9, 25 April 15, 2016 April 15, 2026 PRC RPL 18955594 Class 9 May 21, 2017 May 20, 2027 Singapore RPL T0913906E Class 8 November 30, 2009 November 30, 2029 Singapore RPL T0913907C Class 9 November 30, 2009 November 30, 2029 Singapore RPL 40202206325V Class 9 March 21, 2022 March 21, 2032 37 Design Place of Registration Registered Owner Registration Number Class Registration Date Expiry Date Singapore RPL T1003512Z Class 9 March 23, 2010 March 23, 2030 Singapore RPL 40202254207Q Class 8, 35 August 30, 2022 August 30, 2032 Singapore PTH 40202304598W Class 9, Class 25 March 9, 2023 March 9, 2033 Singapore PTH 40202206294V Class 9 March 21, 2022 March 21, 2032 Singapore PTH 40202115187Y Class 6, 9, 20 June 25, 2021 June 25, 2031 Singapore PTH T1108778F Class 9 July 11, 2011 July 11, 2031 Singapore RPL T1216734A Class 32 October 31, 2012 October 31, 2032 Notes: (1) Class 6: Common metals and their alloys, ores; metal materials for building and construction; transportable buildings of metal; non-electric cables and wires of common metal; small items of metal hardware; metal containers for storage or transport; safes (2) Class 8: Hand tools and implements, hand-operated; cutlery; side arms, except firearms; razors 38 (3) Class 9: Scientific, research, navigation, surveying, photographic, cinematographic, audiovisual, optical, weighing, measuring, signaling, detecting, testing, inspecting, life-saving and teaching apparatus and instruments; apparatus and instruments for conducting, switching, transforming, accumulating, regulating or controlling the distribution or use of electricity; apparatus and instruments for recording, transmitting, reproducing or processing sound, images or data; recorded and downloadable media, computer software, blank digital or analogue recording and storage media; mechanisms for coin-operated apparatus; cash registers, calculating devices; computers and computer peripheral devices; diving suits, divers’ masks, ear plugs for divers, nose clips for divers and swimmers, gloves for divers, breathing apparatus for underwater swimming; fire-extinguishing apparatus.
Licenses And Permits And Registrations The following licenses and registrations are material for our Group’s operations in Singapore: Description Issuing Authority Expiry Date Issued to Registration with Singapore Customs under the Regulation of Imports and Exports Regulations and Customs Regulations Singapore Customs No expiry Rectitude Pte Ltd Certifications The fire extinguishers which we sell in Singapore are subject to various fire safety standards and regulations, such as the Fire Safety Act 1993.
This allows us to cater to diverse customer needs, strengthen our market presence, and further solidify our position as a reliable provider of comprehensive safety solutions. 28 Licenses And Permits And Registrations The following licenses and registrations are material for our Group’s operations in Singapore: Description Issuing Authority Expiry Date Issued to Registration with Singapore Customs under the Regulation of Imports and Exports Regulations and Customs Regulations Singapore Customs No expiry Rectitude Pte Ltd Certifications The fire extinguishers which we sell in Singapore are subject to various fire safety standards and regulations, such as the Fire Safety Act 1993.
The cost of revenue increased from S$25.5 million in the financial year ended March 31, 2023 to S$26.6 million in the financial year ended March 31, 2024. 19 Our Brands The D&D brand represents our core brand featuring a variety of safety footwear designed with sturdy toecaps, offering reliable protection against impact at an energy level of 200 joules or higher and compression resistance of at least 15 kilo newtons.
Our Brands The D&D brand represents our core brand featuring a variety of safety footwear designed with sturdy toecaps, offering reliable protection against impact at an energy level of 200 joules or higher and compression resistance of at least 15 kilo newtons.
Corporate Information Rectitude Cayman was incorporated in the Cayman Islands on June 1, 2023. Our registered office in the Cayman Islands is at Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 — 1205 Cayman Islands. Our principal executive office is at 35 Tampines Industrial Avenue 5, T5@Tampines, Singapore 528627.
Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands. Our principal executive office is at 35 Tampines Industrial Avenue 5, T5@Tampines, Singapore 528627. Our telephone number at this location is +65 6749 6647. Our principal website address is www.rectitude.com.sg .
Removed
This allows us to cater to diverse customer needs, strengthen our market presence, and further solidify our position as a reliable provider of comprehensive safety solutions. 28 Impact of COVID-19 on our business and operations Singapore Control Order Regulations Since the outbreak of the first COVID-19 case in Singapore on January 23, 2020, the Singapore government raised the DORSCON (the Disease Outbreak Response System Condition, a color-coded framework that shows the current disease situation in Singapore) level from yellow to orange and introduced several restrictions which tightened alongside increasing cases of COVID-19 infections.
Added
Recent Developments On February 19, 2025, the Company announced via press release that it had successful delivered its first batch of All-in-One Intelligence Micro-grid System (“AIMS”) to customers in Singapore in February 2025. The initial sale included two AIMS AST 05 and twelve 6800/2350B mobile power stations, generating S$450,000 in revenue.
Removed
On April 3, 2020, the Multi-Ministry Taskforce of the Singapore Government implemented the Circuit Breaker Measures, which were an elevated set of safe distancing measures and a nationwide partial lockdown, known as the “circuit breaker’’ on and with effect from April 7, 2020, to pre-empt the increasing local transmission of COVID-19 from April 7, 2020 (“Circuit Breaker Measures”).
Added
We believe the line of AIMS products presents an innovative and environmentally attractive solution for remote work sites around Southeast Asia where access to reliable power is critically important, but often unavailable. Alternatives including diesel powered generator units operate with increased emissions and rick associated with fuel transport to remote work sites.
Removed
On April 7, 2020, the Singapore Parliament passed the COVID-19 (Temporary Measures) Act 2020 (“COVID-19 Act”) which provides the Singapore Government the legal basis to enforce the Circuit Breaker Measures, and the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 (“COVID-19 Regulations”) were issued under the COVID-19 Act to implement the Circuit Breaker Measures.
Added
Our AIMS products provide clean, renewable energy with a storage system that allows for reliable power supply. The initial deliveries in Fiscal 2025 highlight the market potential and long-term growth opportunities for the Company. On March 13, 2025, the Company announced via press release that it had partnered with Bosch Limited (BOSCHLTD.NS) and AkzoNobel NV (OTCMKTS: AKZOY).
Removed
The COVID-19 Regulations impose restrictions on premises and businesses in relation to the closure of premises and respective controls on essential and non-essential service providers, and the movement of people, both in public places and in places of residence.
Added
Through its partnership with BOSCH, the Company now offers a range of high-quality power tools and small machinery in its retail stores, allowing local customers to purchase premium tools affordably and directly.
Removed
The COVID-19 Regulations require the closing of most physical workplace premises and suspending all business, social and other activities that cannot be conducted through telecommuting from home, save for those providing essential services and in selected economic sectors which are critical for local and global supply chains (“Essential Services”).
Added
Additionally, the Company’s partnership with AkzoNobel allows the Company to offer ICI’s Dulux paints through its retail shops, while providing customers customize colours based on precise codes via a specialized paint-mixing machine sourced from AkzoNobel.
Removed
Entities providing Essential Services were required to operate with the minimum number of staff on their premises to ensure the continued running of those services, and implement strict safe distancing measures. The COVID-19 Regulations could be varied or extended, depending on the assessment of the then situation by the Singapore government.
Added
We believe these new relationships with well-known global companies validates our company’s position in the market and enables further market expansion beyond traditional safety equipment, allowing us to enhance the products and services we offer to customers throughout our branch network.
Removed
The Circuit Breaker Measures were imposed under the COVID-19 Regulations during the period between April 7, 2020 and June 1, 2020 (inclusive).
Added
These new relationships also illustrates our ability to respond to emerging demand trends opportunistically to enhance growth prospects with limited risk. Corporate Information Rectitude Cayman was incorporated in the Cayman Islands on June 1, 2023. Our registered office in the Cayman Islands is at Vistra (Cayman) Limited, P. O.
Removed
On May 19, 2020, the Multi-Ministry Taskforce announced that the Circuit Breaker Measures would end on June 1, 2020 and the Multi-Ministry Taskforce would embark on a controlled approach to resume economic and community activities and progressively lift the relevant control measures in place after June 1, 2020 over three phases, with the first phase to be implemented with effect from June 2, 2020.
Added
For the financial year ended March 31, 2025, our top 3 products categories were (i) personal protective clothing, hand gloves, safety footwear, and personal fall arrest system, (ii) portable fire extinguishers and (iii) traffic products account, which accounted for S$23.6 million, S$4 million and S$3 million respectively.
Removed
The three phases were (a) a “Safe Re-opening” phase, implemented from June 2, 2020 to June 18, 2020 (inclusive), where economic activities that do not pose high risk of transmission (“Permitted Services”) were resumed while social, economic and entertainment activities that carry higher risk remained closed, and everyone was advised to continue to leave home only for essential activities and to wear a mask when doing so (“Phase 1”); (b) a “Safe Transition” phase with the gradual resumption of more activities including the re-opening of more firms and business (“Permitted Enterprises”), subject to safe management measures being implemented and practiced by employers and employees in these workplaces and their ability to also maintain a safe environment for their customers and social activities in small groups of not more than five persons, which were implemented with effect from June 19, 2020 (“Phase 2”); and (c) a “Safe Nation” phase, implemented with effect from December 28, 2020, whereby social, cultural, religious and business gatherings or events were resumed, although gathering sizes still had to be limited in order to prevent large clusters from arising, and services and activities that involve significant prolonged close contact or significant crowd management risk in an enclosed space also were allowed to be re-opened, subject to their ability to implement strict safe management measures effectively (“Phase 3”).
Added
On January 2, 2025, we purchased a 179 sqm/1926.7 sq ft property located at the 2nd storey of 2 Tampines North Drive 4, #02-04, Singapore 529434 for the purchase consideration of S$1,311,000.00 (US$975,084) with a monthly loan repayment of S$906 (US$674) 35 Intellectual Property Our Group’s intellectual property rights are important to our business.
Removed
Between May 16, 2021 and August 6, 2021, the Singapore Government introduced two phases, namely the Phase 2 (Heightened Alert) and Phase 3 (Heightened Alert), along with the easing of certain measures within each of such phases.
Added
(4) Class 20: Furniture, mirrors, picture frames; containers, not of metal, for storage or transport; unworked or semi-worked bone, horn, whalebone or mother-of-pearl; shells; meerschaum; yellow amber (5) Class 25: Clothing, footwear, headwear (6) Class 32: Fruit juices, mineral water (beverages) (7) Class 35: Convenience store retailing: Department store retailing; Online retail services; Online wholesale services; Providing consumer product information; Retail services; Provision of an online marketplace doe buyers and sellers of goods and services; Supermarket retailing; The bringing together, for the benefit of others, of a variety of goods (excluding the transport thereof), enabling customers to conveniently view and purchase those goods from a general merchandise catalogues by mail order; Wholesale services; Pharmacy retail services; Provision of commercial information.
Removed
In summary, the Phase 2 (Heightened Alert) measures which were in effect from May 16, 2021 to June 13, 2021, included reductions in prevailing social gathering group size, sizes of larger scale events or activities and reinstatement of “work-from-home” as the default at workplaces to minimize workplace interactions, and the Phase 3 (Heightened Alert) measures, which were in effect from June 14, 2021 to July 19, 2021, was contemplated as a calibrated reopening and included increases in social gathering group sizes, event size and capacity limits, and subsequently the resumption of dining in at food and beverage establishments.
Removed
On July 20, 2021, the Singapore Government announced the reversion back to Phase 2 (Heightened Alert) measures from July 22, 2021 to August 18, 2021 which superseded the measures introduced on July 19, 2021, during which “work from home” remained the default, employers who needed staff to return to workplaces were required to ensure that there was no cross-deployment at various worksites, enforce staggered start times and flexible working hours and social gatherings at workplaces were not allowed.
Removed
On August 6, 2021, the Singapore Government announced the easing of some safe management measures, with the first phase to take effect on August 10, 2021 and the second phase to take effect on August 19, 2021, which superseded those introduced on July 22, 2021 as part of Singapore’s transition towards COVID-19 resilience.
Removed
The eased measures allowed for an increase in social gathering group size, event size and capacity limits for fully vaccinated individuals and easing of “work-from-home” requirements. A further easing of community measures was announced on August 19, 2021.
Removed
Subsequently, given the exponential rise in COVID-19 cases from the end of August 2021, on September 24, 2021, the Singapore Government announced a tightening of safe management measures during the stabilization period between September 27, 2021 and October 24, 2021, which was later extended to November 21, 2021, with a mid-point review.
Removed
On November 8, 2021, the Singapore Government announced calibrated adjustment of safe management measures including the easing of dine-in restrictions and updates to border measures. On December 22, 2021, in response to the global emergence of the Omicron variant, the Singapore Government introduced travel restrictions for affected countries or regions and enhanced the testing requirements for travelers.
Removed
Effective March 29, 2022, the Singapore Government significantly eased Covid-19 restrictions by, among other things, lifting the requirement to wear masks outdoors, doubling the group size limit to 10 people and lifting the ban on alcohol sales in pubs and eateries after 10:30 p.m.
Removed
It also eased testing and quarantine requirements for travelers and declared that up to 75% of employees who can work from home are allowed to return to their workplaces. 29 From 26 April 2022, there was a further easing of community and border measures due to the fall and stabilization of daily infection numbers, including, without limitation, the removal of group size limits for mask-off activities, all workers may now return to the workplace (an increase from the limit of 75% of those who can work from home), mask-wearing will remain optional in outdoor settings, safe distancing will no longer be required between individuals and groups, and there is a removal of the capacity limit for larger settings/events with more than 1,000 persons.
Removed
On 13 February 2023, the Singapore Government lowered the DORSCON level to green. Impact on our Group During the pandemic, the introduction of COVID-19 Act imposed restrictions at each stage of pandemic posed significant challenges to our company as our business operations involved people interaction, movement of goods in physical workplace premises.
Removed
If any of our staff is suspected or confirmed to have contacted COVID-19, we may have to temporarily suspend our operation and quarantine the affected staff, disinfecting the affected premises.
Removed
We would adopt control measures to protect our employee, workers and customers inline with the advisories issued by the government and work closely with all parties to adhere to our business contingency plans. The Circuit Breaker Measures were imposed during the period between April 7, 2020 and June 1, 2020.
Removed
With our company categorized as the essential service provider in our economic sector during the “Circuit Breaker Measures,” we were allowed to operate but with the minimum number of staff to run our operation and strict implementation of safe distancing measures at our premises. Throughout the pandemic period, there were also travel and visiting restrictions which hinder our client/suppliers engagements.
Removed
From time to time, challenges evolve and we adapt to tackle them. With the work-from-home as the default, we started to conduct our business meetings online and implementing electronic filing.
Removed
Through our long-standing relationship with our suppliers, we were able to secure large quantities of face mask, personal protective clothing and hand gloves to meet the strong demand during the COVID-19 pandemic.
Removed
Our sales team had innovate the idea to bring the face mask, personal protective clothing and hand gloves nearer to the potential customers by selling them through vending machine in strategic locations in Singapore.
Removed
The Group has also adopted control measures to protect our staff and customers from outbreaks of infectious diseases, such as requiring our staff to wear personal protective equipment (such as face masks and gloves) during interaction with customers.
Removed
We will continue to work closely with our customers to ensure that the impact of the COVID-19 is minimized to its fullest extent.
Removed
Control Measures Our Group has also adopted control measures to protect our employees, workers and customers from outbreaks of infectious diseases, which are in line with the advisories issued by the MOM on best practices to be adopted by workplaces in Singapore, such as requiring our staff who interact with our customers to wear personal protective equipment (such as face masks and gloves), and monitoring the stock of personal protection equipment for our staff and workers. 30 If any of our staff is suspected or confirmed to have contracted COVID-19, we may have to temporarily suspend our operations and quarantine the affected staff, disinfect the affected facilities and reallocate manpower as appropriate.
Removed
We will continue to work closely with our customers to ensure that the impact of any such incidents which may occur due to unforeseen circumstances is minimized to its fullest extent, and implement our business contingency plans as outlined above in mutual agreement with our customers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

81 edited+26 added−46 removed65 unchanged
Research and development expenses The following table sets forth a breakdown of our research and development expenses for the periods indicated.
Research and development expenses The following table sets forth a breakdown of our research and development expenses for the periods indicated.
For the year ended March 31, 2023, net cash used in investing activities was S$13,165, which was primarily consisted of purchase of property, plant and equipment, mainly in computers and office furniture and fittings.
Investing activities For the year ended March 31, 2023, net cash used in investing activities was S$13,165, which primarily consisted of purchase of property, plant and equipment, mainly in computers and office furniture and fittings.
For the year ended March 31, 2023, net cash used in financing activities was S$2,303,223 which was primarily consisted of repayment of guaranteed bank loans of S$1,140,400, payment of finance lease obligations of S$173,950, and payment of dividends of S$1,150,000 and offset by advances from shareholders of S$161,127.
Financing activities For the year ended March 31, 2023, net cash used in financing activities was S$2,303,223 which primarily consisted of repayment of guaranteed bank loans of S$1,140,400, payment of finance lease obligations of S$173,950, and payment of dividends of S$1,150,000 and offset by advances from shareholders of S$161,127.
However, if we are unable to ensure our range of safety products are up-to-date or manage our pricing strategy effectively to meet the customers’ requirements and expectations, we might not compete successfully with our competitors, which may materially and adversely affect our business and results of operations. 44 We are dependent on a stable production and supply of products from our manufacturing partners and suppliers We distribute a wide range of safety equipment and hardware products, which include our own branded products which are manufactured by selected third-party contract manufacturers and other products sourced from a variety of suppliers in the region and in the PRC.
However, if we are unable to ensure our range of safety products are up-to-date or manage our pricing strategy effectively to meet the customers’ requirements and expectations, we might not compete successfully with our competitors, which may materially and adversely affect our business and results of operations. 42 We are dependent on a stable production and supply of products from our manufacturing partners and suppliers We distribute a wide range of safety equipment and hardware products, which include our own branded products which are manufactured by selected third-party contract manufacturers and other products sourced from a variety of suppliers in the region and in the PRC.
For the Years ended March 31, 2023 2024 Variance S$ S$ S$ % Research and development expenses Staff expenses 61,121 59,369 (1,752 ) (2.9 )% Software, license and subscription fees 22,563 17,017 (5,546 ) (24.6 )% Total research and development expenses 83,684 76,386 (7,298 ) (8.7 )% 50 Research and development expenses primarily consisted of compensation cost to engineering, design and product development employees and software expenses.
For the Years ended March 31, 2023 2024 Variance S$ S$ S$ % Research and development expenses Staff expenses 61,121 59,369 (1,752 ) (2.9 )% Software, license and subscription fees 22,563 17,017 (5,546 ) (24.6 )% Total research and development expenses 83,684 76,386 (7,298 ) (8.7 )% 48 Research and development expenses primarily consisted of compensation cost to engineering, design and product development employees and software expenses.
Meanwhile, the private sector saw a slight moderation but remained robust, with a demand of S$11.9 billion, supported by private residential and industrial developments.
Meanwhile, the private sector growth saw a slight moderation but remained robust, with a demand of S$11.9 billion, supported by private residential and industrial developments.
If we do not achieve the desired outcome from our implementation of our business strategies and investments, our business, financial conditions and results of operations may be materially and adversely affected. 45 Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of its total revenue.
If we do not achieve the desired outcome from our implementation of our business strategies and investments, our business, financial conditions and results of operations may be materially and adversely affected. 43 Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of its total revenue.
Lastly, we have cultivated a robust brand presence over the years and is strategically expanding into major industrial hubs and zones, ensuring proximity to end customers for their procurement needs. 1. Industry Outlook The PPE market encompasses various safety gear types designed to protect workers from workplace hazards.
Lastly, we have cultivated a robust brand presence over the years and are strategically expanding into major industrial hubs and zones, ensuring proximity to end customers for their procurement needs. 1. Industry Outlook The PPE market encompasses various safety gear types designed to protect workers from workplace hazards.
We are uniquely positioned to benefit from evolving market dynamics, stands to capitalize on retiring first-generation store owners, limited retail presence among competitors, and a strong brand presence. In conclusion, the PPE market is poised for substantial growth, driven by increased safety awareness, stringent regulations, and technological advancements.
We are uniquely positioned to benefit from evolving market dynamics, and stand to capitalize on retiring first-generation store owners, limited retail presence among competitors, and a strong brand presence. In conclusion, the PPE market is poised for substantial growth, driven by increased safety awareness, stringent regulations, and technological advancements.
Source: Ministry of Manpower, Singapore 56 Responding to this, the MOM introduced the HSP in September 2022 to mitigate the surge in workplace fatalities. Encouragingly, during the HSP, the monthly average of fatalities dropped from 4.5 to 2.5 per month, resulting in an annualized fatality rate of less than 1.0 per 100,000 workers.
Source: Ministry of Manpower, Singapore 54 Responding to this, the MOM introduced the HSP in September 2022 to mitigate the surge in workplace fatalities. Encouragingly, during the HSP, the monthly average of fatalities dropped from 4.5 to 2.5 per month, resulting in an annualized fatality rate of less than 1.0 per 100,000 workers.
The Act mandates risk assessment and the provision of suitable PPE, ensuring comprehensive employee safety. 54 The rising workplace fatality rate has underscored the pivotal role of PPE in safeguarding workers. Initiatives such as the Heightened Safety Period (HSP) have demonstrated progress in reducing fatalities, but sustained vigilance is essential.
The Act mandates risk assessment and the provision of suitable PPE, ensuring comprehensive employee safety. 52 The rising workplace fatality rate has underscored the pivotal role of PPE in safeguarding workers. Initiatives such as the Heightened Safety Period (HSP) have demonstrated progress in reducing fatalities, but sustained vigilance is essential.
Residential and industrial building construction are expected to drive this demand, while commercial building demand is likely to increase due to project rescheduling and redevelopment efforts to enhance asset values. 55 Looking ahead to the medium term, BCA foresees construction demand ranging from S$25 billion to S$32 billion per year from 2024 to 2027.
Residential and industrial building construction are expected to drive this demand, while commercial building demand is likely to increase due to project rescheduling and redevelopment efforts to enhance asset values. 53 Looking ahead to the medium term, BCA foresees construction demand ranging from S$25 billion to S$32 billion per year from 2024 to 2027.
Overall, our revenue increase was driven by higher demand by our customers, such as those in the construction sectors driven by new construction projects, which were driven by the economic activities arising from construction sectors. 49 Cost of revenue The cost of revenue primarily consisted of purchasing costs of our safety equipment and auxiliary products.
Overall, our revenue increase was driven by higher demand by our customers, such as those in the construction sectors driven by new construction projects, which were driven by the economic activities arising from construction sectors. 47 Cost of revenue The cost of revenue primarily consisted of purchasing costs of our safety equipment and auxiliary products.
However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decided to accelerate our growth, then additional financing may be required. No assurance can be provided, however, that additional financing, if required, would be available at all or on favourable terms.
However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decide to accelerate our growth, then additional financing may be required. No assurance can be provided, however, that additional financing, if required, would be available at all or on favourable terms.
As of March 31, 2022, 2023 and 2024, we do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
As of March 31, 2023, 2024 and 2025, we do not believe that any such matters, individually or in the aggregate, will have a material adverse effect on our business, financial condition, results of operations, or cash flows.
You should carefully read the “Risk Factors” section of this form 20-F. to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. 43 5.A. Operating Results .
You should carefully read the “Risk Factors” section of this form 20-F. to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. 41 5.A. Operating Results .
General and administrative expenses increased by S$1,875,568 or approximately 36.3%, from S$5,169,398 for the year ended March 31, 2023, to S$7,044,966 (US$5,228,175) for the year ended March 31, 2024, mainly due to an increase in staff expenses resulted from increased number of employees from 68 to 71 and annual salary increment adjustments and an increase in professional fees related to IPO.
General and administrative expenses increased by S$1,875,568 or approximately 36.3%, from S$5,169,398 for the year ended March 31, 2023, to S$7,044,966 for the year ended March 31, 2024, mainly due to an increase in staff expenses resulted from increased number of employees from 68 to 71 and annual salary increment adjustments and an increase in professional fees related to IPO.
Research and development expenses decreased slightly by S$7,298, or approximately 8.7%, from S$83,684 for the year ended March 31, 2023 to S$76,386 (US$56,687) for the year ended March 31, 2024 primarily due to a reduction in software expenses. General and administrative expenses The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.
Research and development expenses decreased slightly by S$7,298, or approximately 8.7%, from S$83,684 for the year ended March 31, 2023 to S$76,386 for the year ended March 31, 2024 primarily due to a reduction in software expenses. General and administrative expenses The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.
BCA has provided an outlook for Singapore’s construction sector, anticipating the total construction demand in 2023, which represents the value of construction contracts to be awarded, to be in the range of S$27 billion to S$32 billion.
BCA has provided an outlook for Singapore’s construction sector, anticipating the total construction demand in 2023, which represents the value of construction contracts to be awarded, to be in the range of S$32 billion to S$38 billion.
Additionally, we also sell auxiliary products to supplement our safety products and solutions based on customers’ needs, such as industrial-grade hardware tools and electrical products. Total revenues increased by S$3,709,859, or 9.9%, from S$37,643,696 for the year ended March 31, 2023, to S$41,353,555 (US$30,689,095) for the year ended March 31, 2024.
Additionally, we also sell auxiliary products to supplement our safety products and solutions based on customers’ needs, such as industrial-grade hardware tools and electrical products. Total revenues increased by S$3,709,859, or 9.9%, from S$37,643,696 for the year ended March 31, 2023, to S$41,353,555 for the year ended March 31, 2024.
Our revenue from the sale of safety equipment increased due to significant increases in sales of fall arrest systems and traffic products, as well as growth in sales of personal protective equipment.
Our revenue from sales of safety equipment increased due to significant increases in sales of fall arrest systems and traffic products, as well as growth in sales of personal protective equipment.
Cash Flows Analysis Cash Flows for the Years ended March 31, 2022, 2023 and 2024 The following table sets forth a summary of our cash flows for the periods indicated.
Cash Flows Analysis Cash Flows for the Years ended March 31, 2023, 2024 and 2025 The following table sets forth a summary of our cash flows for the periods indicated.
Gross profit For the years ended March 31, 2023 and 2024, our gross profits were S$12,140,670 and S$14,708,521 (US$10,915,415), respectively, and our gross profit margins were approximately 32.2% and 35.6%, respectively. Our gross profit increased by S$2,567,851, or approximately 21.2% primarily due to the increase in the sale of safety equipment.
Gross profit For the years ended March 31, 2023 and 2024, our gross profits were S$12,140,670 and S$14,708,521, respectively, and our gross profit margins were approximately 32.2% and 35.6%, respectively. Our gross profit increased by S$2,567,851, or approximately 21.2% primarily due to the increase in the sale of safety equipment.
For the year ended March 31, 2024, net cash used in investing activities was S$230,355 (US$170,949), which was primarily consisted of purchase of property, plant and equipment, mainly in computers and office furniture and fittings.
For the year ended March 31, 2024, net cash used in investing activities was S$230,355, which primarily consisted of purchase of property, plant and equipment, mainly in computers and office furniture and fittings.
Selling and marketing expenses increased by S$1,318,707, or approximately 62.7%, from S$2,104,824 for the year ended March 31, 2023, to S$3,423,531 (US$2,540,654) for the year ended March 31, 2024.
Selling and marketing expenses increased by S$1,318,707, or approximately 62.7%, from S$2,104,824 for the year ended March 31, 2023, to S$3,423,531 for the year ended March 31, 2024.
Net income for the year As a result of the foregoing, our net income for the year decreased by S$571,412, or approximately 14.6%, from S$3,926,821 for the year ended March 31, 2023, to S$3,355,409 (US$2,490,100) for the year ended March 31, 2024. 5.B. Liquidity and Capital Resources .
Net income for the year As a result of the foregoing, our net income for the year decreased by S$571,412, or approximately 14.6%, from S$3,926,821 for the year ended March 31, 2023, to S$3,355,409 for the year ended March 31, 2024. 5.B. Liquidity and Capital Resources .
We believe we have a corporate culture that motivates newly acquired, entrepreneurial businesses to embrace our shareholder value creation principles. In the financial year ended March 31, 2023, business in Singapore contributed to 92.0% of our Group’s revenue. In the financial year ended March 31, 2024, business in Singapore contributed to 96% of our Group’s revenue.
We believe we have a corporate culture that motivates newly acquired, entrepreneurial businesses to embrace our shareholder value creation principles. In the financial year ended March 31, 2024, business in Singapore contributed to 96.0% of our Group’s revenue. In the financial year ended March 31, 2025, business in Singapore contributed to 95.0% of our Group’s revenue.
Additionally, when needed by our customers, we also offer auxiliary products such as industrial hardware tools and electrical hardware required for construction sites. For the financial years ended March 31, 2024, March 31, 2023, and March 31, 2022 the provision of safety equipment contributed to 68.9%, 65.0% and 57.4% of our revenue, respectively.
Additionally, when needed by our customers, we also offer auxiliary products such as industrial hardware tools and electrical hardware required for construction sites. For the financial years ended March 31, 2025, March 31, 2024, and March 31, 2023, the provision of safety equipment contributed to 70.0%, 68.9% and 65.0% of our revenue, respectively.
Interest expenses increased by S$71,966, or approximately 50.5% from S$142,496 for the year ended March 31, 2023, to S$214,462 (US$159,155) for the year ended March 31, 2024.
Interest expenses increased by S$71,966, or approximately 50.5% from S$142,496 for the year ended March 31, 2023, to S$214,462 for the year ended March 31, 2024.
The total cost of sales increased by S$1,142,008, or 4.5%, from S$25,503,026 for the year ended March 31, 2023, to S$26,645,034 (US$19,773,680) for the year ended March 31, 2024.
The total cost of sales increased by S$1,142,008, or 4.5%, from S$25,503,026 for the year ended March 31, 2023, to S$26,645,034 for the year ended March 31, 2024.
Other income increased by S$41,562, or approximately 26.5% from S$156,878 for the year ended March 31, 2023, to S$198,440 (US$147,265) for the year ended March 31, 2024. The increase was mainly driven by government grants of S$136,827 (US$101,541) for the year ended March 31, 2024.
Other income increased by S$41,562, or approximately 26.5% from S$156,878 for the year ended March 31, 2023, to S$198,440 for the year ended March 31, 2024. The increase was mainly driven by government grants of S$136,827 for the year ended March 31, 2024.
Our revenue from the sale of auxiliary products decreased by 2.5% from S$13,175,183 for the year ended March 31, 2023 to S$12,849,045 (US$9,535,470) for the year ended March 31, 2024.
Our revenue from the sale of auxiliary products decreased by 2.5% from S$13,175,183 for the year ended March 31, 2023 to S$12,849,045 for the year ended March 31, 2024.
For the year ended March 31, 2024, net cash provided by operating activities was S$4,200,037 (US$3,116,911), primarily resulted from our profit for the year of S$3,355,409 (US$2,490,100), as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
For the year ended March 31, 2024, net cash provided by operating activities was S$4,200,037, primarily resulted from our profit for the year of S$3,355,409, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
Total revenue increased by 9.9%, from S$37,643,696 for the year ended March 31, 2023 to S$41,353,555 (US$30,689,095) for the year ended March 31, 2024, primarily due to an approximately 16.5% increase in the sale of safety equipment from S$24,468,513 for the year ended March 31, 2023 to S$28,504,510 (US$21,153,625) for the year ended March 31, 2024.
Total revenue increased by 9.9%, from S$37,643,696 for the year ended March 31, 2023 to S$41,353,555 for the year ended March 31, 2024, primarily due to an approximately 16.5% increase in the sale of safety equipment from S$24,468,513 for the year ended March 31, 2023 to S$28,504,510 for the year ended March 31, 2024.
The cost of revenue increased from S$21.1 million in the financial year ended March 31, 2022 to S$25.5 million in the financial year ended March 31, 2023. The cost of revenue increased from S$25.5 million in the financial year ended March 31, 2023 to S$26.6 million in the financial year ended March 31, 2024.
The cost of revenue increased from S$25.5 million in the financial year ended March 31, 2023 to S$26.6 million in the financial year ended March 31, 2024. The cost of revenue increased from S$26.6 million in the financial year ended March 31, 2024 to S$29.1 million in the financial year ended March 31, 2025.
PPE industry in Singapore is characterized by intense competition and a fragmented landscape, largely dominated by small, traditional hardware stores and small to medium-size wholesalers. We possess a well-established track record in this sector. We have not identified industry peer for direct comparison within the Singaporean PPE market.
Property, Plant and Equipment - Intellectual Property. 5.D. Trend Information. PPE industry in Singapore is characterized by intense competition and a fragmented landscape, largely dominated by small, traditional hardware stores and small to medium-size wholesalers. We possess a well-established track record in this sector. We have not identified industry peer for direct comparison within the Singaporean PPE market.
The increase was mainly due to an increase in interest expense from bank loan from S$101,271 for the year ended March 31, 2023 to S$134,001 (US$99,444) for the year ended March 31, 2024 and increase in interest expenses from finance lease from S$41,225 for the year ended March 31, 2023 to S$80,461 (US$59,711) for the year ended March 31, 2024. 51 Income tax expense Our provisions for income taxes were S$870,325 and S$792,207 (US$587,909) for the years ended March 31, 2023 and March 31, 2024, respectively.
The increase was mainly due to an increase in interest expense from bank loan from S$101,271 for the year ended March 31, 2023 to S$134,001 for the year ended March 31, 2024 and increase in interest expenses from finance lease from S$41,225 for the year ended March 31, 2023 to S$80,461 for the year ended March 31, 2024. 49 Income tax expense Our provisions for income taxes were S$870,325 and S$792,207 for the years ended March 31, 2023 and March 31, 2024, respectively.
These hazards range from chemical exposure to electrical risks and extreme temperatures, making PPE a crucial component across industries like construction, manufacturing, healthcare, and oil & gas. The global PPE market is on a growth trajectory, projected to reach USD125 billion by 2030 from USD83 billion in 2023, with Asia Pacific leading this expansion at a robust CAGR of c.7%.
These hazards range from chemical exposure to electrical risks and extreme temperatures, making PPE a crucial component across industries like construction, manufacturing, healthcare, and oil & gas. The global PPE market is on a growth trajectory, projected to reach USD77.66 billion by 2030 from USD56.64 billion in 2024, with Asia Pacific leading this expansion at a robust CAGR of c.5.5%.
We incurred higher income tax expenses for the year 2023 which is in line with our higher income before income taxes provision.
We incurred lower income tax expenses for the year 2025 which is in line with our lower income before income taxes provision.
Adjustments for non-cash items consisted of depreciation of property, plant and equipment of S$536,013 (US$397,783), amortization of ROU asset of S$986,420 (US$732,037), reduced lease payments from lease modification of S$7,025 (US$5,213), provision for allowance inventory write-down of S$56,415 (US$41,866), provision for allowance for expected credit losses of S$68,436 (US$50,787), gain on disposal of property, plant and equipment of S$5,000 (US$3,711) and fair value gain in financial assets of S$9,502 (US$7,052).
Adjustments for non-cash items consisted of depreciation of property, plant and equipment of S$536,013, amortization of ROU asset of S$986,420, reduced lease payments from lease modification of S$7,025, provision for allowance inventory write-down of S$56,415, provision for allowance for expected credit losses of S$68,436, gain on disposal of property, plant and equipment of S$5,000 and fair value gain in financial assets of S$9,502.
Stringent regulations in countries like Singapore have significantly increased demand for safety gear. Singapore, renowned for its strict adherence to the Workplace Safety and Health Act 2006, has seen its PPE market surge from USD137 million in 2015 to USD260 million in 2023, with a projected CAGR of 8.3%.
Singapore, renowned for its strict adherence to the Workplace Safety and Health Act 2006, has seen its PPE market surge from USD137 million in 2015 to USD260 million in 2023, with a projected CAGR of 8.3%.
We also believe that our financial results reflect our strong market position. For the financial year ended March 31, 2022, our revenue was S$29.8 million, and our net profit was S$2.1 million. For the financial year ended March 31, 2023, our revenue was S$37.6 million, and our net profit was S$3.9 million.
We also believe that our financial results reflect our strong market position. For the financial year ended March 31, 2023, our revenue was S$37.6 million, and our net profit was S$3.9 million. For the financial year ended March 31, 2024, our revenue was S$41.4 million, and our net profit was S$3.4 million.
Capital Expenditures We incurred capital expenditures of S$13,551 and S$235,355 (US$174,660) for the periods ended March 31, 2023, and March 31, 2024, respectively, primarily driven by purchases of equipment. 5.C. Research and Development, Patent and Licenses, etc. Please refer to “Item 4. Information on the Company - D. Property, Plant and Equipment - Intellectual Property. 5.D. Trend Information.
Capital Expenditures We incurred capital expenditures of S$13,551, S$235,355 and S$615,809 (US$458,021) for the periods ended March 31, 2023, March 31, 2024, and March 31, 2025, respectively, primarily driven by purchases of equipment and a building. 5.C. Research and Development, Patent and Licenses, etc. Please refer to “Item 4. Information on the Company - D.
Changes in operating assets and liabilities mainly included: (i) a decrease in other receivables of S$35,705 (US$26,497); (ii) an increase in other payable of S$1,602,687 (US$1,189,378); and (iii) an increase in income tax payable of S$131,736 (US$97,765) and offset by (i) an increase in accounts receivable, net of S$899,646 (US$667,641); (ii) an increase in inventories of S$524,506 (US$389,244); (iii) a decrease in accounts payables of S$229,789 (US$170,530); (iv) interest expenses from finance lease liabilities of S$80,461 (US$59,711) and (vi) a decrease in operating lease liabilities of S$816,855 (US$606,200).
Changes in operating assets and liabilities mainly included: (i) a decrease in other receivables of S$35,705; (ii) an increase in other payable of S$1,602,687; and (iii) an increase in income tax payable of S$131,736 and offset by (i) an increase in accounts receivable, net of S$899,646 ; (ii) an increase in inventories of S$524,506; (iii) a decrease in accounts payables of S$229,789; (iv) interest expenses from finance lease liabilities of S$80,461 and (vi) a decrease in operating lease liabilities of S$816,855.
As of March 31, 2024, our cash balances amounted to approximately S$3,468,594 (US$2,574,096), and our current assets were S$23,642,814 (US$17,545,688), and our current liabilities were S$12,684,163 (US$9,413,108). For the period ended March 31, 2024, we generated profit for the period of S$3,355,409 (US$2,490,100) with net operating cash inflows of S$4,200,037 (US$3,116,911).
As of March 31, 2024, our cash balances amounted to approximately S$3,468,594, and our current assets were S$23,642,814, and our current liabilities were S$12,684,163. For the period ended March 31, 2024, we generated profit for the period of S$3,355,409 with net operating cash inflows of S$4,200,037.
At each subsequent reporting period, the Company re-measure the investment at fair value in its entirety and recognize the change in fair value as gain or loss in the current period in our consolidated statements of operations and comprehensive income.
At each subsequent reporting period, the Company re-measure the investment at fair value in its entirety and recognize the change in fair value as gain or loss in the current period in our consolidated statements of operations and comprehensive income. See Note 8 for details of the Company’s Level 3 financial instrument.
Our gross profit margin improved by approximately 2.9% primarily due to lower procurement costs and a better product mix. Selling and marketing expenses The following table sets forth a breakdown of our selling and marketing expenses for the periods indicated.
Our gross profit margin decreased slightly by approximately 2% primarily due to higher procurement costs for our new industrial product. Selling and marketing expenses The following table sets forth a breakdown of our selling and marketing expenses for the periods indicated.
The increase was mainly driven by operating lease modifications income of S$53,991 for the year ended March 31, 2023 which arose due to our renegotiation and modification of three existing operating lease contracts for branches by extending the lease term by another 2 to 3 years at revised lease payments during the year ended March 31, 2023.
The increase was mainly driven by interest income derived from loan receivables due from third parties of S$300,129 during the financial year ended March 31, 2025 and operating lease modifications income of S$30,798 for the year ended March 31, 2025 which arose due to our renegotiation and modification of three existing operating lease contracts for branches by extending the lease term by another 2 to 3 years at revised lease payments during the year ended March 31, 2025.
Total government grants received were S$116,665 and S$100,556 for the years ended March 31, 2022 and 2023, respectively. For the year ended March 31, 2023, the grants mainly included financial support from the Progressive Wage Credit Scheme provided by the Singapore Government to support employers in raising the wages of lower wage employees.
Total government grants received were S$136,827 and S$28,192 (US$20,968) for the years ended March 31, 2024 and 2025, respectively. For the year ended March 31, 2025, the grants mainly included financial support from the Progressive Wage Credit Scheme provided by the Singapore Government to support employers in raising the wages of lower wage employees.
For the financial year ended March 31, 2024, our revenue was S$41.4 million, and our net profit was S$3.4 million. This is a growth of 9.9% in revenue and decrease of 14.6% in net profit respectively.
For the financial year ended March 31, 2025, our revenue was S$43.8 million, and our net profit was S$2.2 million. This is a growth of 5.9% in revenue and decrease of 33.3% in net profit respectively.
For the Years ended March 31, 2022 2023 2024 S$ S$ S$ Net cash provided by operating activities 1,323,677 3,607,236 4,200,037 Net cash used in investing activities (188,661 ) (13,165 ) (230,355 ) Net cash used in financing activities (1,003,542 ) (2,303,223 ) (2,933,645 ) Increase in cash and cash equivalents 131,474 1,290,848 1,036,037 Cash and cash equivalents at the beginning of the year 1,010,235 1,141,709 2,432,557 Cash and cash equivalents at the end of the year 1,141,709 2,432,557 3,468,594 52 Operating activities For the year ended March 31, 2022, net cash provided by operating activities was S$1,323,677, primarily resulted from our profit for the year of S$2,077,008, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
For the Years ended March 31, 2023 2024 2025 S$ S$ S$ Net cash provided by operating activities 3,607,236 4,200,037 200,134 Net cash used in investing activities (13,165 ) (230,355 ) (5,795,189 ) Net cash used in financing activities (2,303,223 ) (2,933,645 ) 8,773,249 Increase in cash and cash equivalents 1,290,848 1,036,037 3,178,194 Cash and cash equivalents at the beginning of the year 1,141,709 2,432,557 3,468,594 Cash and cash equivalents at the end of the year 2,432,557 3,468,594 6,646,788 50 Operating activities For the year ended March 31, 2023, net cash provided by operating activities was S$3,607,236, resulted primarily from our profit for the year of S$3,926,821, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
Years Ended March 31, 2022, 2023 and 2024 For the Years ended March 31, 2022 2023 2024 S$ S$ S$ Revenue 29,813,611 37,643,696 41,353,555 Cost of revenue (21,069,733 ) (25,503,026 ) (26,645,034 ) Gross profit 8,743,878 12,140,670 14,708,521 Selling and marketing expenses (1,650,101 ) (2,104,824 ) (3,423,531 ) Research and development expenses (89,067 ) (83,684 ) (76,386 ) General and administrative expenses (4,500,000 ) (5,169,398 ) (7,044,966 ) Total operating expenses (6,239,168 ) (7,357,906 ) (10,544,883 ) Income from operations 2,504,710 4,782,764 4,163,638 Other income (expense) Other income, net 130,493 156,878 198,440 Interest expense (119,180 ) (142,496 ) (214,462 ) Total other income, net 11,313 14,382 (16,022 ) Income before income tax expense 2,516,023 4,797,146 4,147,616 Income tax expense (439,015 ) (870,325 ) (792,207 ) Net income and comprehensive income 2,077,008 3,926,821 3,355,409 Comparison of Years Ended March 31, 2022 and 2023 Revenue We generate revenue primarily from the sale of safety equipment and other auxiliary products.
Years Ended March 31, 2023, 2024 and 2025 For the Years ended March 31, 2023 2024 2025 S$ S$ S$ Revenue 37,643,696 41,353,555 43,796,144 Cost of revenue (25,503,026 ) (26,645,034 ) (29,057,985 ) Gross profit 12,140,670 14,708,521 14,738,159 Operating expenses Selling and marketing expenses (2,104,824 ) (3,423,531 ) (4,798,465 ) Research and development expenses (83,684 ) (76,386 ) (156,947 ) General and administrative expenses (5,169,398 ) (7,044,966 ) (7,545,515 ) Total operating expenses (7,357,906 ) (10,544,883 ) (12,500,927 ) Income from operations 4,782,764 4,163,638 2,237,232 Other income/(expense) Other income, net 156,878 198,440 421,223 Interest expense (142,496 ) (214,462 ) (200,638 ) Total other income/(expense), net 14,382 (16,022 ) 220,585 Income before income tax 4,797,146 4,147,616 2,457,817 Income tax expense (870,325 ) (792,207 ) (219,952 ) Net income for the year 3,926,821 3,355,409 2,237,865 Comparison of Years Ended March 31, 2024 and 2025 Revenue We generate revenue primarily from the sale of safety equipment and other auxiliary products.
Overall, our revenue increase was driven by higher demand by our customers, such as those in the construction sectors driven by new construction projects and resumption of previously delayed activities, which were partially driven by the economic activities recovering from re-opening and easing of restrictive measures targeted at managing the Covid-19 pandemic. 46 Cost of revenue The cost of revenue primarily consisted of purchasing costs of our safety equipment and auxiliary products.
Overall, our revenue increase was driven by higher demand by our customers, such as those in the construction sectors driven by new construction projects, which were driven by the economic activities in Singapore. 44 Cost of revenue The cost of revenue primarily consisted of purchasing costs of our safety equipment and auxiliary products.
For the year ended March 31, 2023, net cash provided by operating activities was S$3,607,236, primarily resulted from our profit for the year of S$3,926,821, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
For the year ended March 31, 2025, net cash provided by operating activities was S$200,134 (US$148,854 ), primarily resulted from our profit for the year of S$2,237,865 (US$1,664,457), as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
Selling and marketing expenses increased by S$454,723, or approximately 27.6%, from S$1,650,101 for the year ended March 31, 2022, to S$2,104,824 for the year ended March 31, 2023. The increase was primarily due to an increase in the allocation of resources to running and expanding our retail branches, which is expected to continue in the next year.
Selling and marketing expenses increased by S$1,374,934, or approximately 40.2%, from S$3,423,531 for the year ended March 31, 2024, to S$4,798,465 (US$3,568,959) for the year ended March 31, 2025. The increase was primarily due to an increase in the allocation of resources to running and expanding our retail branches, which is expected to continue in the next year.
General and administrative expenses General and administrative expenses consist primarily of motor vehicle running expenses, travelling and entertainment and general administrative expenses such as of staff costs, depreciation, legal and professional fees and other miscellaneous administrative expenses.
General and administrative expenses consisted primarily of motor vehicle running expenses, transportation, property maintenance and property tax, provision for allowance for expected credit losses and general administrative expenses such as staff costs, depreciation, legal and professional fees and other miscellaneous administrative expenses.
This trend provides a positive outlook for our business as we are one of the leading and trusted safety equipment providers in Singapore. 57 5.E. Critical Accounting Estimates. Our consolidated financial statements included elsewhere in this annual report have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
This trend provides a positive outlook for our business as we are one of the leading and trusted safety equipment providers in Singapore. 55 5.E. Critical Accounting Estimates.
We further grew our revenue from the sale of auxiliary products, which increased by 3.8% from S$12,687,225 for the year ended March 31, 2022 to S$13,175,183 for the year ended March 31, 2023.
We further grew our revenue from the sale of auxiliary products, which increased by 2.2% from S$12,849,045 for the year ended March 31, 2024 to S$13,136,768 (US$9,770,745) for the year ended March 31, 2025.
Other increased administrative expenses are mainly to support expanded business. Other income, net Other income primarily consisted of gain/(loss) from foreign currency exchange, gain on disposal of property, plant and equipment, operating lease modifications income, rental income and government grants.
Other income, net Other income primarily consisted of gain from foreign currency exchange, gain on disposal of property, plant and equipment, operating lease modifications income, rental income, interest income from loan receivables, fair value change in financial instruments and government grants.
For the year ended March 31, 2024, net cash used in financing activities was S$2,933,645 (US$2,177,102) which was primarily consisted of repayment of guaranteed bank loans of S$126,628 (US$93,973), payment of finance lease obligations of S$76,991 (US$57,137), payment of dividends of S$2,000,000 (US$1,484,230), repayment to shareholders of S$186,950 (US$138,738) and payment of deferred IPO expenses of $543,076 (US$403,025). 53 Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters.
For the year ended March 31, 2024, net cash used in financing activities was S$2,933,645 which primarily consisted of repayment of guaranteed bank loans of S$126,628, payment of finance lease obligations of S$76,991, payment of dividends of S$2,000,000, repayment to shareholders of S$186,950 and payment of deferred IPO expenses of $543,076.
Interest expense Interest expense primarily consisted of accrued interest from guaranteed bank loans and finance lease liabilities. Interest expenses increased by S$23,316, or approximately 19.6% from S$119,180 for the year ended March 31, 2022, to S$142,496 for the year ended March 31, 2023.
Interest expense Interest expense primarily consisted of accrued interest from guaranteed bank loans and finance lease liabilities. Interest expenses decreased by S$13,824, or approximately 6.45% from S$214,462 for the year ended March 31, 2024, to S$200,638 (US$149,229) for the year ended March 31, 2025.
The COVID-19 pandemic caused an unprecedented surge in PPE demand, straining supply chains and fostering innovations like antiviral coatings and reusable materials. Heightened awareness of workplace safety due to stringent regulations and the substantial costs associated with accidents and injuries has propelled PPE demand. Asia Pacific, in particular, has witnessed a surge in awareness, further bolstering the market.
Heightened awareness of workplace safety due to stringent regulations and the substantial costs associated with accidents and injuries has propelled PPE demand. Asia Pacific, in particular, has witnessed a surge in awareness, further bolstering the market. Government-enforced safety regulations have made PPE mandatory in high-risk industries such as oil & gas, mining, and construction.
Net income for the year As a result of the foregoing, our net income for the year increased by S$1,849,813, or approximately 89.1%, from S$2,077,008 for the year ended March 31, 2022, to S$3,926,821 for the year ended March 31, 2023.
Net income for the year As a result of the foregoing, our net income for the year decreased by S$1,117,544, or approximately 33.3%, from S$3,355,409 for the year ended March 31, 2024, to S$2,237,865 (US$1,664,457) for the year ended March 31, 2025.
Inventories, net Inventories, net which comprise mainly of safety products available for sale, and are primarily stated at the lower of cost (on first-in, first-out basis) or net realizable value. Inventories valuation allowance is based on management’s estimate of future consumption for safety products and historical sales volumes.
See Note 6 to our consolidated financial statements included elsewhere in this report for provision of expected credit losses. 56 Impairment of inventories Inventories, net which comprise mainly of safety products available for sale and are primarily stated at the lower of cost (on first-in, first-out basis) or net realizable value.
Investing activities For the year ended March 31, 2022, net cash used in investing activities was S$188,661, which was primarily consisted of purchase of property, plant and equipment, mainly in motor vehicles.
For the year ended March 31, 2025, net cash used in investing activities was S$5,795,189 (US$4,310,293), which primarily consisted of purchase of property, plant and equipment, mainly in computers and office furniture and fittings, disbursement of loan to third parties of S$5,180,380 (US$3,853,016).
Integration of augmented reality and IoT into safety gear enhances real-time monitoring and communication capabilities, making PPE more appealing to a wider range of industries and workers. The Southeast Asia PPE market, valued at USD3.4 billion in 2022, is forecasted to grow at an impressive CAGR of c.8% until 2027.
The Southeast Asia PPE market, valued at USD3.4 billion in 2022, is forecasted to grow at an impressive CAGR of c.8% until 2027. Stringent regulations in countries like Singapore have significantly increased demand for safety gear.
Gross profit For the years ended March 31, 2022 and 2023, our gross profits were S$8,743,878 and S$12,140,670, respectively, and our gross profit margins were approximately 29.3% and 32.2%, respectively. Our gross profit increased by S$3,396,792, or approximately 38.8% primarily due to the increase in the sale of safety equipment.
Gross profit For the years ended March 31, 2024 and 2025, our gross profits were S$14,708,521 and S$14,738,159 (US$10,961,814), respectively, and our gross profit margins were approximately 36% and 34%, respectively. Our gross profit increased by S$29,638, or approximately 0.2% primarily due to the increase in the sale of new industrial products.
Research and development expenses decreased slightly by approximately 6.0%, from S$89,067 for the year ended March 31, 2022 to S$83,684 for the year ended March 31, 2023 due to a reduction in software expenses. 47 General and administrative expenses The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.
Research and development expenses increased by approximately 105.5%, from S$76,386 for the year ended March 31, 2024 to S$156,947 (US$116,733) for the year ended March 31, 2025 due to the successful launch of our virtual reality safety training program. 45 General and administrative expenses The following table sets forth a breakdown of our general and administrative expenses for the periods indicated.
The increase was mainly due to an increase in interest expense from bank loan from S$84,261 for the year ended March 31, 2022 to S$101,271 for the year ended March 31, 2023 and increase in interest expenses from finance lease from S$34,919 for the year ended March 31, 2022 to S$41,225 for the year ended March 31, 2023. 48 Income tax expense Our provisions for income taxes were S$439,015 and S$870,325 for the years ended March 31, 2022 and March 31, 2023, respectively.
The increase was mainly due to an increase in interest expense from bank loan from S$134,001 for the year ended March 31, 2024 to S$160,780 (US$119,583) for the year ended March 31, 2025 and the decrease in interest expenses from finance lease from S$80,461 for the year ended March 31, 2024 to S$39,858 (US$29,645) for the year ended March 31, 2025. 46 Income tax expense Our provisions for income taxes were S$792,207 and S$219,952 (US$163,594) for the years ended March 31, 2024 and March 31, 2025, respectively.
Total revenues increased by S$7,830,085, or 26.3%, from S$29,813,611 for the year ended March 31, 2022, to S$37,643,696 for the year ended March 31, 2023 The following table sets forth our revenue by sales categories for the periods indicated.
Total revenues increased by S$2,442,589, or 5.9%, from S$41,353,555 for the year ended March 31, 2024, to S$43,796,144 (US$32,574,298) for the year ended March 31, 2025. The following table sets forth our revenue by sales categories for the periods indicated.
For the Years ended March 31, 2022 2023 Variance S$ S$ S$ % Research and development expenses Staff expenses 60,222 61,121 899 1.5 % Software, license and subscription fees 28,845 22,563 (6,282 ) (21.8 )% Total research and development expenses 89,067 83,684 (5,383 ) (6.0 )% Research and development expenses primarily consisted of compensation cost to engineering, design and product development employees and software expenses.
For the Years ended March 31, 2024 2025 Variance S$ S$ S$ % Research and development expenses Staff expenses 59,369 63,177 3,808 6.4 % Software, license and subscription fees 17,017 93,770 76,753 451 % Total research and development expenses 76,386 156,947 80,561 105.5 % Research and development expenses primarily consisted of compensation cost to engineering, design and product development employees and software expenses.
Adjustments for non-cash items consisted of depreciation of property, plant and equipment of S$530,927, amortization of ROU asset of S$553,724, allowance for inventory write-down of S$157,322, provision for allowance for expected credit losses of S$319,912 and fair value gain in financial assets of S$5,758.
Adjustments for non-cash items consisted of depreciation of property, plant and equipment of S$609,711 (US$453,485), amortization of ROU asset of S$1,291,797 (US$960,801), reduced lease payments from lease modification of S$30,798 (US$22,907), provision for allowance for expected credit losses of S$358,426 (US$266,587), gain on disposal of property, plant and equipment of S$957 (US$712) and fair value gain in financial assets of S$5,478 (US$4,074).
Other income increased by S$26,385, or approximately 20.2% from S$130,493 for the year ended March 31, 2022, to S$156,878 for the year ended March 31, 2023.
Other income increased by S$222,783, or approximately 112.3% from S$198,440 for the year ended March 31, 2024, to S$421,223 (US$313,293) for the year ended March 31, 2025.
Impairment for long-lived assets The Company’s long-lived assets with finite lives, including property, plant and equipment, net are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.
Management reviews our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (asset group) may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of their carrying amount to the undiscounted future cash flows expected to be generated thereby.
Changes in operating assets and liabilities mainly included: (i) a decrease in other receivables of S$118,433; and (ii) an increase in accounts payable of S$915,247; and offset by (i) an increase in accounts receivables of S$1,845,394; (ii) an increase in advances to related parties of S$196,585; (iii) an increase in inventories of S$658,436; (iv) a decrease in other payables of S$55,905; (v) a decrease in operating lease liabilities of S$538,980; and (vi) a decrease in income tax payable of S$16,642.
Changes in operating assets and liabilities mainly included: (i) a decrease in advances to related parties of S$121,208 (US$90,151), (ii) an increase in other payable of S$1,130,409 (US$840,765); (iii) an increase in accounts payables of S$1,130,409 (US$840,765); and offset by (i) an increase in accounts receivable, net of S$397,380 (US$295,560) (ii) an increase in inventories of S$1,328,153 (US$987,842); (iii) an increase in other receivables of S$948,153 (US$705,209); (iv) interest expenses from finance lease liabilities of S$39,858 (US$29,645) and (vi) a decrease in operating lease liabilities of S$1,224,960 (US$911,090) (vii) an decrease in income tax payable of S$723,114 (US$537,829).
Government-enforced safety regulations have made PPE mandatory in high-risk industries such as oil & gas, mining, and construction. These regulations are poised to sustain and potentially enhance market growth. Technological advancements have improved PPE comfort and functionality.
These regulations are poised to sustain and potentially enhance market growth. Technological advancements have improved PPE comfort and functionality. Integration of augmented reality and IoT into safety gear enhances real-time monitoring and communication capabilities, making PPE more appealing to a wider range of industries and workers.
The Company does not provide warranty but gives customers one week of validation period for right of return. 61 Cost of revenue Cost of revenue of safety products and other emerging products, which are directly related to revenue-generating transactions, primarily consist of cost of purchasing of products, net of discount received, and freight and handling charges.
A large portion of the revenue comes from the sale of safety products. The Company does not provide warranty but gives customers one week of validation period for right of return. Our revenue recognition policy is consistent for fiscal years 2024 and 2025.
For the Years ended March 31, 2022 2023 Variance S$ S$ S$ % Selling and marketing expenses Advertising and promotion 199,753 368,730 168,977 84.6 % Staff expenses 827,564 971,287 143,723 17.4 % Branches related expenses 622,784 764,807 142,023 22.8 % Total selling and marketing expenses 1,650,101 2,104,824 454,723 27.6 % Selling and marketing expenses primarily included expenses related to advertising and marketing activities and associated costs of our retail branches, which included labor costs, sales commissions and operating lease expenses.
For the Years ended March 31, 2024 2025 Variance S$ S$ S$ % Selling and marketing expenses Advertising and promotion 344,378 460,591 116,213 33.7 % Staff expenses 1,880,719 2,654,621 773,902 41.1 % Branches related expenses 1,198,434 1,683,253 484,819 40.5 % Total selling and marketing expenses 3,423,531 4,798,465 1,374,934 40.2 % Selling and marketing expenses primarily included expenses related to advertising and marketing activities and associated costs of our retail branches, which included labor costs, sales commissions and operating lease expenses.
Commitments and contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters.
For the year ended March 31, 2025, net cash used in financing activities was S$8,773,249 (US$6,525,288) which primarily consisted of proceed from issuance of common shares of S$9,505,469 (US$7,069,892), repayment of guaranteed bank loans of S$566,835 (US$421,595), payment of finance lease obligations of S$165,385 (US$123,009). 51 Contingencies In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters.
General and administrative expenses increased by S$669,398 or approximately 14.9%, from S$4,500,000 for the year ended March 31, 2022, to S$5,169,398 for the year ended March 31, 2023, mainly due to an increase in staff expenses resulted from increased number of employees from 52 to 68 and annual salary increment adjustments.
General and administrative expenses increased by S$500,549 or approximately 7.1%, from S$7,044,966 for the year ended March 31, 2024, to S$7,545,515 (US$5,612,135) for the year ended March 31, 2025, mainly due to an increase in provision for allowance for expected credit losses to third parties. Other increased administrative expenses are mainly to support expanded business.

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Item 6. [Reserved]

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

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We may choose to take advantage of the following exemptions afforded to foreign private issuers: ● Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD. 68 Exemption from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. ● Exemption from Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.
We may choose to take advantage of the following exemptions afforded to foreign private issuers: ● Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD. 63 Exemption from Section 16 rules regarding sales of ordinary shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. ● Exemption from Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.
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; 67 ● 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 rules; ● 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; 62 ● 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 rules; ● 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 Executive Compensation Recovery Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. 66 6.C.
The Executive Compensation Recovery Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer. 61 6.C.
Huang has served as a company director, leveraging his extensive experience and insights to contribute to the overall growth and development of the organization. Mr. Huang obtained a bachelor’s degree in Science (Management) from the National University of Ireland in April 2014. 63 Mr. Victor Aw is an Executive Director of our Company. Mr. Aw joined RPL in June 2013.
Huang has served as a company director, leveraging his extensive experience and insights to contribute to the overall growth and development of the organization. Mr. Huang obtained a bachelor’s degree in Science (Management) from the National University of Ireland in April 2014. 58 Mr. Victor Aw is an Executive Director of our Company. Mr. Aw joined RPL in June 2013.
The agreement also provides that Zhang Jian shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group. 65 Employment Agreement between Chan Yong Xian and Rectitude Cayman Effective as of June 1, 2023, Rectitude Cayman entered into an Employment Agreement with Chan Yong Xian.
The agreement also provides that Zhang Jian shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group. 60 Employment Agreement between Chan Yong Xian and Rectitude Cayman Effective as of June 1, 2023, Rectitude Cayman entered into an Employment Agreement with Chan Yong Xian.
Fok obtained his Bachelor of Accountancy Degree (1 st Class Honours) from Nanyang Technological University in Singapore. He is a Chartered Accountant of Singapore and a member of the Institute of Singapore Chartered Accountants. 64 Ms. Shirley Tan is an Independent Director. Ms.
Fok obtained his Bachelor of Accountancy Degree (1 st Class Honours) from Nanyang Technological University in Singapore. He is a Chartered Accountant of Singapore and a member of the Institute of Singapore Chartered Accountants. 59 Ms. Shirley Tan is an Independent Director. Ms.
Disclosure of Action to Recover Erroneously Awarded Compensation There was no erroneously awarded compensation that was required to be recovered pursuant to the Company’s Executive Compensation Recovery Policy during the fiscal year ended March 31, 2024.
Disclosure of Action to Recover Erroneously Awarded Compensation There was no erroneously awarded compensation that was required to be recovered pursuant to the Company’s Executive Compensation Recovery Policy during the fiscal year ended March 31, 2025.
We consider our labor practices and employee relations to be good. 70 6.E.
We consider our labor practices and employee relations to be good. 6.E.
The following table sets forth the breakdown of our full-time employees and 1 part-time employee in Operations of RPL: Function Number of employees Management 5 Finance 5 Human Resource 1 IT 2 Sales & Marketing 14 Operations 80 Total 107 Our employees are not covered by collective bargaining agreements.
The following table sets forth the breakdown of our full-time employees and 1 part-time employee in Operations of RPL: Function Number of employees Management 5 Finance 5 Human Resource 1 IT 2 Sales & Marketing 14 Operations 84 Total 111 Our employees are not covered by collective bargaining agreements.
Employees We employed 107 people as of the date of this annual report, 107 people as of March 31, 2024, and 92 people as of March 31, 2023, who were all located in Singapore.
Employees We employed 111 people as of the date of this annual report, 111 people as of March 31, 2025, and 107 people as of March 31, 2024, who were all located in Singapore.
For the financial year ended March 31, 2023, we paid an aggregate of approximately S$1,281,415 in cash to our Executive Directors and Executive Officers. For the financial year ended March 31, 2022, we paid an aggregate of approximately S$1,052,975 in cash to our Executive Directors and Executive Officers.
For the financial year ended March 31, 2024, we paid an aggregate of approximately S$1,289,435 in cash to our Executive Directors and Executive Officers. For the financial year ended March 31, 2023, we paid an aggregate of approximately S$1,281,415 in cash to our Executive Directors and Executive Officers.
He holds a Bachelor of Business Administration degree from the University of South Australia in 2001. 6.B. Compensation Compensation of Executive Directors and Executive Officers For the financial year ended March 31, 2024, we paid an aggregate of approximately S$1,289,435 (approximately US$ 956,909 ) in cash to our Executive Directors and Executive Officers.
He holds a Bachelor of Business Administration degree from the University of South Australia in 2001. 6.B. Compensation Compensation of Executive Directors and Executive Officers For the financial year ended March 31, 2025, we paid an aggregate of approximately S$1,577,915 (approximately US$1,173,607) in cash to our Executive Directors and Executive Officers.
Directors and Senior Management The following table sets forth the names, ages and titles of our Directors and Executive Officers Name Age Title Zhang Jian 53 Chairman, Chief Executive Officer and Executive Director Huang Dong 40 Executive Director Victor Aw 51 Executive Director Ang Siew Sang 70 Executive Director Chan Yong Xian 42 Chief Financial Officer Chan Kah Chun 31 Finance Manager Independent Directors Name Age Title Fok Chee Khuen 45 Independent Director Shirley Tan 48 Independent Director Clive Ho Yip Seng 61 Independent Director No arrangement or understanding exists between any such Director or officer and any other persons pursuant to which any Director or executive officer was elected as a Director or executive officer.
Directors and Senior Management The following table sets forth the names, ages and titles of our Directors and Executive Officers Name Age Title Zhang Jian 54 Chairman, Chief Executive Officer and Executive Director Huang Dong 41 Executive Director Victor Aw 52 Executive Director Ang Siew Sang 71 Executive Director Chan Yong Xian 43 Chief Financial Officer Chan Kah Chun 32 Finance Manager Independent Directors Name Age Title Fok Chee Khuen 46 Independent Director Shirley Tan 49 Independent Director Clive Ho Yip Seng 62 Independent Director No arrangement or understanding exists between any such Director or officer and any other persons pursuant to which any Director or executive officer was elected as a Director or executive officer.
Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown.
Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown. 65 Unless otherwise noted below, the address of each person listed on the table is 35 Tampines Industrial Avenue 5 T5@Tampines, Singapore 528627.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register. 69 Board Diversity Board Diversity Matrix (As of the date of this annual report) Country of Principal Executive Offices: Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 5 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — — — — LGBTQ+ — — — — 6.D.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register. 64 6.D.
Removed
Unless otherwise noted below, the address of each person listed on the table is 35 Tampines Industrial Avenue 5 T5@Tampines, Singapore 528627.
Added
Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.

Item 7. Management's Discussion & Analysis

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

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Interests of Experts and Counsel Not applicable for annual reports on Form 20-F.
Interests of Experts and Counsel Not applicable for annual reports on Form 20-F. 67
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. 71 In addition to the executive officer and director compensation arrangements discussed in “Executive Compensation,” below we describe transactions since 2021, to which we have been a participant, in which the amount involved in the transaction is material to our company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of our Company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.
In addition to the executive officer and director compensation arrangements discussed in “Executive Compensation,” below we describe transactions since 2021, to which we have been a participant, in which the amount involved in the transaction is material to our company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, our Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of our Company that gives them significant influence over our Company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of our Company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. 66 Nature of relationships with related parties Related Party Name Relationship to the Company Mr Zhang Jian (“Mr Zhang”) Shareholder and Director Ms Xu Yukai (“Mrs Zhang”) Shareholder Mr Huang Dong (“Mr Huang”) Shareholder and Director Ms Ang Siew Sang (“Ms Ang”) Director PTH Safety equipment Sdn Bhd Shareholders and Directors are Mr Zhang and Mr Huang Zhikai International Trade (Shanghai) Co.,Ltd Shareholder and Director is Mr Zhang Greenly Trading Company Shareholder is Ms Ang a.
Related party transactions For the years ended March 31, Nature Name 2022 2023 2024 2024 S$ S$ S$ US$ Accountancy fees Greenly Trading Company (55,600 ) (74,100 ) (331,100 ) (245,714 ) Sales to PTH Safety Equipment Sdn Bhd 252,199 248,761 184,854 137,183 Purchases from PTH Safety Equipment Sdn Bhd (55,178 ) (147,437 ) (101,335 ) (75,202 ) Purchases from Zhikai International Trade (Shanghai) Co., Ltd (344,303 ) (459,691 ) (840,241 ) (623,556 ) 72 C.
Related party transactions For the years ended March 31, Nature Name 2023 2024 2025 2025 S$ S$ S$ US$ Accountancy fees Greenly Trading Company (74,100 ) (331,100 ) (72,600 ) (53,998 ) Sales to PTH Safety Equipment Sdn Bhd 248,761 184,854 88,680 65,958 Purchases from PTH Safety Equipment Sdn Bhd (147,437 ) (101,335 ) (24,565 ) (18,271 ) Purchases from Zhikai International Trade (Shanghai) Co., Ltd (459,691 ) (840,241 ) (1,139,643 ) (847,633 ) C.
Related party balances As of March 31, Nature Name 2023 2024 2024 S$ S$ US$ Amount due to shareholders Mr and Mrs Zhang (1) (186,950 ) — — Amount due to director Ms Ang (2) (8,600 ) — — Advances to Zhikai International Trade (Shanghai) Co., Ltd (3) 65,475 175,406 130,171 Advances to PTH Safety Equipment Sdn Bhd (4) 152,843 182,613 135,520 Total 22,768 358,019 265,691 (1) On April 1, 2020, the Company entered into a shareholder loan agreement with, Mr Zhang, and Mrs Zhang, directors and shareholders of the Company, to provide shareholder loan facility of up to S$1,000,000.
Related party balances As of March 31, Nature Name 2024 2025 2025 S$ S$ US$ Advances to Zhikai International Trade (Shanghai) Co., Ltd (3) 175,406 55,507 41,284 Advances to PTH Safety Equipment Sdn Bhd (4) 182,613 181,304 134,849 Total 358,019 236,811 176,133 (1) On April 1, 2020, the Company entered into a shareholder loan agreement with, Mr Zhang, and Mrs Zhang, directors and shareholders of the Company, to provide shareholder loan facility of up to S$1,000,000.
Item 7. Major Shareholders and Related Party Transactions 7.A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees - 6.E. Share Ownership.” 7.B.
Item 7. Major Shareholders and Related Party Transactions 7.A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees - 6.E. Share Ownership.” 7.B. 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.
Removed
Nature of relationships with related parties Related Party Name Relationship to the Company Mr Zhang Jian (“Mr Zhang”) Shareholder and Director Ms Xu Yukai (“Mrs Zhang”) Shareholder Mr Huang Dong (“Mr Huang”) Shareholder and Director Ms Ang Siew Sang (“Ms Ang”) Director PTH Safety equipment Sdn Bhd Shareholders and Directors are Mr Zhang and Mr Huang Zhikai International Trade (Shanghai) Co.,Ltd Shareholder and Director is Mr Zhang Greenly Trading Company Shareholder is Ms Ang b. a.