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SIMPPLE LTD.

SIMPPLE LTD.SPPL财报

Nasdaq

SIMPPLE LTD. is a Singapore-headquartered technology firm specializing in smart building and integrated workplace management solutions. It develops AI-driven automation tools, IoT-enabled facility management systems, and intelligent operation platforms, serving commercial real estate, healthcare, and industrial sector clients across Southeast Asia and select global markets.

What changed in SIMPPLE LTD.'s 20-F — 2023 vs 2024

Top changes in SIMPPLE LTD.'s 2024 20-F

349 paragraphs added · 324 removed · 217 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

58 edited+27 added−28 removed200 unchanged
We anticipate that our operating expenses, together with the increased general administrative expenses of being a public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our service offerings.
We anticipate that our operating expenses, together with the general administrative expenses of being a public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our service offerings.
This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq. 9 Table of Contents In addition, our Audit Committee is not subject to additional Nasdaq requirements applicable to listed U.S. companies, including an affirmative determination that all members of the Audit Committee are “independent,” using more stringent criteria than those applicable to the Company under relevant SEC rules.
This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq. 12 Table of Contents In addition, our Audit Committee is not subject to additional Nasdaq requirements applicable to listed U.S. companies, including an affirmative determination that all members of the Audit Committee are “independent,” using more stringent criteria than those applicable to the Company under relevant SEC rules.
This could additionally result in reduced or delayed collections of outstanding accounts receivable. 10 Table of Contents Many of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future.
This could additionally result in reduced or delayed collections of outstanding accounts receivable. 13 Table of Contents Many of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us. 19 Table of Contents
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us. 24 Table of Contents
In addition, we utilize cleaning robots and our SIMPPLE Ecosystem in the provision of our facilities management services, and any failure of these systems could disrupt our daily operations and lead to delays of our provision of services or loss in our revenues. 7 Table of Contents We handle the personal data of the personnel of customers in the ordinary course of providing our products and services.
In addition, we utilize cleaning robots and our SIMPPLE Ecosystem in the provision of our facilities management services, and any failure of these systems could disrupt our daily operations and lead to delays of our provision of services or loss in our revenues. 9 Table of Contents We handle the personal data of the personnel of customers in the ordinary course of providing our products and services.
During FY 2023 and FY 2022, substantially all of our revenue was derived from our operations in Singapore. Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects.
During FY 2024 and FY 2023, substantially all of our revenue was derived from our operations in Singapore. Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects.
To the extent that we are unable to secure new customer or distribution agreements as our existing customer or distribution agreements expire, our profitability and prospects could be materially and adversely affected. We do not currently hold any intellectual property rights or licenses associated with our robotic products in relation to our distribution agreements.
To the extent that we are unable to secure new customers or distribution agreements with suppliers as our existing customer or distribution agreements expire, our profitability and prospects could be materially and adversely affected. We do not currently hold any intellectual property rights or licenses associated with our robotic products in relation to our distribution agreements.
In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed. We face competition from diversified technology providers, as well as competition from providers offering alternative products, which could negatively impact our results of operations and cause our market share to decline.
In addition, if our liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business could be seriously harmed. 14 Table of Contents We face competition from diversified technology providers, as well as competition from providers offering alternative products, which could negatively impact our results of operations and cause our market share to decline.
We are currently not aware of any information or arrangement which would lead to a cessation or termination of any existing agreements or relationships with our customers or suppliers. However, there is no assurance that our existing customer or distribution contracts will be renewed or extended by our customers or suppliers on the exact same terms, or at all.
We are currently not aware of any information which would lead to a cessation or termination of any existing relationships or agreements with our customers or suppliers. However, there is no assurance that our existing customers or distribution contracts with suppliers will be renewed or extended on the exact same terms, or at all.
As such, we may be subject to risks related to the expansion of our Group such as, among others: · the availability of sufficient funds; · difficulties arising from operating a significantly larger and more complex organization; · difficulties in entering into new businesses for which we may not be as or at all familiar; · difficulties in integrating the assets and the business operations of the subsidiaries and strategic alliances cohesively; · failure to realize expected profitability or growth; · failure to realize expected synergies and cost savings; and · unforeseen legal, regulatory, contractual, labor or other issues, whether in Singapore or elsewhere. 2 Table of Contents We may also enter into new geographic markets such as Australia, Canada, Hong Kong, Japan, the Middle East, the United Kingdom and the United States depending on the demand for our services as well as opportunities for growth.
As such, we may be subject to risks related to the expansion of our Group such as, among others: ● the availability of sufficient funds; ● difficulties arising from operating a significantly larger and more complex organization; ● difficulties in entering into new businesses for which we may not be as or at all familiar; ● difficulties in integrating the assets and the business operations of the subsidiaries and strategic alliances cohesively; ● failure to realize expected profitability or growth; ● failure to realize expected synergies and cost savings; and ● unforeseen legal, regulatory, contractual, labor or other issues, whether in Singapore or elsewhere. 2 Table of Contents We have, in the last year, expanded our operations into Australia /New Zealand and may also enter or expand in other geographic markets such as Canada, Hong Kong, Japan, the Middle East, the United Kingdom, Europe and the United States depending on the demand for our services as well as opportunities for growth .
These rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
These rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors. 21 Table of Contents We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
Consequently, the price of the shares is often volatile and you may not be able to buy or sell your shares when you want to. The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the Offer Price.
Consequently, the price of the shares is often volatile and you may not be able to buy or sell your shares when you want to. 17 Table of Contents The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the Offer Price.
See “Taxation — Passive Foreign Investment Company Consequences.” 17 Table of Contents We are incorporated under the laws of the Cayman Islands and conduct substantially all of our operations, and all of our directors and executive officers reside, outside of the United States.
See “Taxation — Passive Foreign Investment Company Consequences.” We are incorporated under the laws of the Cayman Islands and conduct substantially all of our operations, and all of our directors and executive officers reside, outside of the United States.
We have put into place plans to mitigate supply chain disruption, including product diversification, sales cycle planning and the option to utilize existing demo units during set up phase to minimize downtime for customers, but we cannot assure you that we would be able to establish alternative manufacturing arrangements on acceptable terms or in a timely manner.
We have, in the last year, enacted plans to mitigate supply chain disruption, including product diversification, sales cycle planning and the option to utilize existing demo units during set up phase to minimize downtime for customers, but we cannot assure you that we would be able to establish alternative manufacturing arrangements on acceptable terms or in a timely manner.
There is no assurance that our existing agreements with our customers or suppliers will be renewed upon expiry or that we will be successful in securing new customer or distribution agreements.
There is no assurance that our existing relationships and agreements with our customers or suppliers will be renewed upon expiry or that we will be successful in securing new customers or distribution agreements.
Accordingly, there can be no assurance that the Singapore courts would enforce against us, our Directors or our Executive Officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States. 13 Table of Contents We are a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
Accordingly, there can be no assurance that the Singapore courts would enforce against us, our Directors or our Executive Officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States. 16 Table of Contents As we are not a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, we have to comply with the corporate governance requirements that provide protection to shareholders of other companies.
As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the U.S. securities laws.
In addition, all of our assets are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the U.S. securities laws.
As at the date of this report, our Shares are trading under $5.00 per share and thus is known as “penny stock”. Trading in penny stocks has certain restrictions and these restrictions could continue to negatively affect the price and liquidity of our Shares. As of the date of this report, our Shares are trading below $5.00 per share.
Trading in penny stocks has certain restrictions and these restrictions could continue to negatively affect the price and liquidity of our Shares. As of the date of this report, our Shares are trading below $5.00 per share.
To the extent we choose to follow home country practices with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
Currently, we do not plan to rely on home country practices with respect to any corporate governance matter. To the extent we choose to follow home country practices with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence.
We may be subject to claims against us relating to any acquisition or business combination. There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence.
Any material increase in interest rates would also increase our cost of borrowing and debt financing costs, which may weaken our ability to obtain further future debt financing. 6 Table of Contents Further, debt financing may restrict our freedom to operate our business as it may require conditions and/or covenants that: a. limit our ability to pay dividends or require us to seek consent for the payment of dividends; b. require us to dedicate a portion of our cash flow from operations to repayments of our debt, thereby reducing the availability of our cash flow for capital expenditures, working capital and other general corporate purposes; and c. limit our flexibility in planning for, or reacting to, changes in our business and our industry.
Further, debt financing may restrict our freedom to operate our business as it may require conditions and/or covenants that: a. limit our ability to pay dividends or require us to seek consent for the payment of dividends; b. require us to dedicate a portion of our cash flow from operations to repayments of our debt, thereby reducing the availability of our cash flow for capital expenditures, working capital and other general corporate purposes; and c. limit our flexibility in planning for, or reacting to, changes in our business and our industry.
However, there can be no assurance that we will be able to obtain additional funding on terms that are acceptable to us or at all. If we are unable to do so, our future plans and growth may be adversely affected.
We may pursue opportunities to grow our business through joint ventures, strategic alliance, acquisitions, or investment opportunities. However, there can be no assurance that we will be able to obtain additional funding on terms that are acceptable to us or at all. If we are unable to do so, our future plans and growth may be adversely affected.
Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and nonmonetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, combined financial condition and results of operations.
Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and nonmonetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, combined financial condition and results of operations. 10 Table of Contents Any inability by us to consummate and effectively integrate acquisitions into our business operations may adversely affect our results of operations.
Regarding the factoring of interest rate increases against our sales model, we believe that our SIMPPLE Software product is relatively inelastic in price, and as such we expect to be able to pass on any increased borrowing costs to our clients.
These loans have also been substantially paid down and will be fully settled by 2025. Regarding the factoring of interest rate increases against our sales model, we believe that our SIMPPLE Software product is relatively inelastic in price, and as such we expect to be able to pass on any increased borrowing costs to our clients.
To the extent that the demand for facilities management, particularly in Singapore, is adversely affected for any reasons, our business, financial condition and results of operations could be materially and adversely affected. Our agreements with our customers and suppliers are typically for a term of two to three years.
To the extent that the demand for facilities management, particularly in Singapore, is adversely affected for any reasons, our business, financial condition and results of operations could be materially and adversely affected. Our existing relationships and agreements with customers and suppliers are detailed elsewhere in this report.
Any inability by us to consummate and effectively integrate acquisitions into our business operations may adversely affect our results of operations. We may in the future invest time and resources into carefully assessing opportunities for acquisitions and/or strategic investments, and we continue to evaluate potential acquisition opportunities to support, strengthen and grow our business, including potentially in the near term.
We may in the future invest time and resources into carefully assessing opportunities for acquisitions and/or strategic investments, and we continue to evaluate potential acquisition opportunities to support, strengthen and grow our business, including potentially in the near term.
Subject to the Companies Act and our memorandum and articles of association, our Board of Directors has complete discretion as to whether to declare and distribute dividends.
We may not be able to pay dividends in the future. Subject to the Companies Act and our memorandum and articles of association, our Board of Directors has complete discretion as to whether to declare and distribute dividends.
If we are unable to hire and retain employees from different sectors apart from the facilities management industry, such as hires with technology, finance, human resources and business development capabilities, our ability to build up our key management personnel team may be limited to a certain extent.
If we are unable to hire and retain employees from different sectors apart from the facilities management industry, such as hires with technology, finance, human resources and business development capabilities, our ability to build up our key management personnel team may be limited to a certain extent. 8 Table of Contents The appeal of our services is reliant, to some extent, on maintaining and protecting the brand names and trademarks in our business.
Our subsidiaries are subject to the laws of their respective countries, which differ in certain material respects from the laws of the United States. As our subsidiaries, namely IFSC Pte. Ltd., SIMPPLE Pte. Ltd., Gaussian Robotics Pte.
To mitigate inflationary pressures, we regularly review our pricing structure to ensure sustainable profitability. Our subsidiaries are subject to the laws of their respective countries, which differ in certain material respects from the laws of the United States. As our subsidiaries, namely IFSC Pte. Ltd., SIMPPLE Pte. Ltd., Gaussian Robotics Pte.
There is uncertainty as to whether the courts of the Cayman Islands would: · recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and · entertain original actions brought in each respective jurisdiction against us or our Directors or officers predicated upon the securities laws of the United States or any state in the United States.
There is uncertainty as to whether the courts of the Cayman Islands would: ● recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and ● entertain original actions brought in each respective jurisdiction against us or our Directors or officers predicated upon the securities laws of the United States or any state in the United States. 22 Table of Contents In addition, there is uncertainty regarding Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature.
The process of integrating acquired businesses into our existing operations may result in operating, contractual and supply chain difficulties, such as the failure to retain customers or management personnel.
The process of integrating acquired businesses into our existing operations may result in operating, contractual and supply chain difficulties, such as the failure to retain customers or management personnel. Such difficulties may divert significant financial, operational and managerial resources from our existing operations, and make it more difficult to achieve our operating and strategic objectives.
We cannot ensure that our right to indemnification from any sellers will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur. Any such liabilities, individually or collectively, could have a material and adverse effect on our prospects, business and financial results.
We cannot ensure that our right to indemnification from any sellers will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur.
There is no assurance that we will be able to compete against our competitors effectively in the future and this could have a material and adverse effect on the business, financial condition, results of operations and prospects of our Group.
There is no assurance that we will be able to compete against our competitors effectively in the future and this could have a material and adverse effect on the business, financial condition, results of operations and prospects of our Group. 15 Table of Contents Industry consolidation may give our competitors an advantage over us, which could result in a loss of customers and/or a reduction of our revenue.
In the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration. These legal procedures are time-consuming and the settlement of a contract dispute may require additional financial and other resources.
We are exposed to legal or other proceedings or to other disputes or claims. In the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration.
In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships. Many potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources.
Many potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources.
Companies competing with us have, and may continue to, introduce products that are competitively priced, have increased performance or functionality, or incorporate technological advances that we have not yet developed or implemented.
We expect that competition will continue to intensify as additional competitors enter the market and current competitors expand their product lines. Companies competing with us have, and may continue to, introduce products that are competitively priced, have increased performance or functionality, or incorporate technological advances that we have not yet developed or implemented.
These developments may adversely affect the customers to whom, and the markets into which, we sell our products, increase our costs, require additional expenditures to ensure continued regulatory compliance and otherwise negatively affect our business, combined financial condition or results of operations, including in ways that cannot yet be foreseen. 12 Table of Contents RISKS RELATING TO OUR CORPORATE STRUCTURE AND TO AN INVESTMENT IN OUR SHARES It may be difficult for you to enforce any judgment obtained in the United States against us, our Directors, Executive Officers or our affiliates.
These developments may adversely affect the customers to whom, and the markets into which, we sell our products, increase our costs, require additional expenditures to ensure continued regulatory compliance and otherwise negatively affect our business, combined financial condition or results of operations, including in ways that cannot yet be foreseen.
As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates. 16 Table of Contents We qualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company.
As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates. 20 Table of Contents We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
We incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer. We incur significant legal, accounting, insurance and other expenses as a result of being a public company.
Any such liabilities, individually or collectively, could have a material and adverse effect on our prospects, business and financial results. 11 Table of Contents We incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.
In the event that we are unable to secure adequate debt financing on terms acceptable to us, we may not be able to implement our business strategies and our business and prospects could be materially and adversely affected as a result.
In the event that we are unable to secure adequate debt financing on terms acceptable to us, we may not be able to implement our business strategies and our business and prospects could be materially and adversely affected as a result. 7 Table of Contents Rising interest rates may increase the Company’s operational costs of funds; however, the effect of these increases are mitigated by the fixed rated terms of the Company’s material loans.
Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit. 18 Table of Contents Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association) or to obtain copies of lists of shareholders of these companies.
If we fail to maintain applicable listing requirements, Nasdaq may delist our Shares from trading, in which case the liquidity and market price of our Shares could decline. Although our Shares are listed on Nasdaq, we cannot assure you that we will be able to continue to meet the listing standards of Nasdaq in the future.
Although our Shares are listed on Nasdaq, we cannot assure you that we will be able to continue to meet the listing standards of Nasdaq in the future.
As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and reducing our financial flexibility if we take on additional debt financing. 15 Table of Contents We may not be able to pay dividends in the future.
The current disruptions, volatility or uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to be more expensive in the future. As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and reducing our financial flexibility if we take on additional debt financing.
We utilize various types of cleaning robots, security robots and android robots, along with our SIMPPLE Ecosystem. Our robots may face obsolescence due to rapid technological developments and the emergence of alternative innovations. To the extent that our equipment faces obsolescence before the end of its expected useful lives, we may be subject to impairment losses.
We depend on certain equipment to perform our services and are subject to associated risks of maintenance and obsolescence. We utilize various types of cleaning robots, security robots and android robots, along with our SIMPPLE Ecosystem. Our robots may face obsolescence due to rapid technological developments and the emergence of alternative innovations.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. 19 Table of Contents If we fail to maintain applicable listing requirements, Nasdaq may delist our Shares from trading, in which case the liquidity and market price of our Shares could decline.
We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources.
We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, or at all.
The global market for robots is highly competitive, rapidly evolving and subject to changing technologies, shifting customer needs and expectations and the likely increased introduction of new products.
The global market for robots is highly competitive, rapidly evolving and subject to changing technologies, shifting customer needs and expectations and the likely increased introduction of new products. Our ability to remain competitive will depend to a great extent upon ongoing performance of our suppliers in the areas of product development, operating efficiency and customer support.
While these inflationary trends will result in higher operational costs, we believe that this also strengthens our value proposition by emphasizing potential savings to customers through improved productivity and workflow efficiency derived from our technology solutions. To mitigate inflationary pressures, we regularly review our pricing structure to ensure sustainable profitability.
If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. While these inflationary trends will result in higher operational costs, we believe that this also strengthens our value proposition by emphasizing potential savings to customers through improved productivity and workflow efficiency derived from our technology solutions.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. 23 Table of Contents Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States.
Changes and advancements in technology may require us to replace and upgrade our equipment at an earlier stage than expected. As a result, we may incur significant additional capital expenditure. We are exposed to legal or other proceedings or to other disputes or claims.
To the extent that our equipment faces obsolescence before the end of its expected useful lives, we may be subject to impairment losses. Changes and advancements in technology may require us to replace and upgrade our equipment at an earlier stage than expected. As a result, we may incur significant additional capital expenditure.
The appeal of our services is reliant, to some extent, on maintaining and protecting the brand names and trademarks in our business. Our business is sensitive to customer perception of the quality of our services and products.
Our business is sensitive to customer perception of the quality of our services and products.
If critical components of the robotics products that we currently purchase from our limited number of suppliers of such products become unavailable, we may incur delays in shipment, which could damage our business. We and our outsourced manufacturers obtain hardware components, various subsystems and other materials from a limited number of suppliers, some of which are sole suppliers.
We and our outsourced manufacturers obtain hardware components, various subsystems and other materials from a limited number of suppliers, some of which are sole suppliers.
Industry consolidation may give our competitors an advantage over us, which could result in a loss of customers and/or a reduction of our revenue. Some of our competitors have made or may make acquisitions or enter into partnerships or other strategic relationships in order to offer more comprehensive services or achieve greater economies of scale.
Some of our competitors have made or may make acquisitions or enter into partnerships or other strategic relationships in order to offer more comprehensive services or achieve greater economies of scale. In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships.
Bank interest rates rose aggressively over the period from April 2022 to April 2023. Interest rates in Singapore are currently one of the lowest among the G20 countries and our operations have not been materially affected as of the date of this report.
Interest rates in Singapore are currently one of the lowest among the G20 countries and our operations have not been materially affected as of the date of this report. Our temporary bridging loans carry fixed rates of 2.75% that have already been factored into our operational costs.
In addition, because our purchase contracts with suppliers are typically denominated in Singapore dollars, changes in currency exchange rates may impact our suppliers who operate in local currency, which may cause our suppliers to seek price concessions on future orders.
In addition, because our purchase contracts with suppliers are typically denominated in US and/or Singapore dollars, changes in currency exchange rates may therefore impact our suppliers who operate in local currency, which may cause our suppliers to seek price concessions on future orders. 4 Table of Contents If critical components of the robotics products that we currently purchase from our limited number of suppliers of such products become unavailable, we may incur delays in shipment, which could damage our business.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. 14 Table of Contents We may have conflicts of interest with our Controlling Shareholder or any of its controlling shareholders and, because of our Controlling Shareholder’s controlling ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. 18 Table of Contents We may require additional funding in the form of equity or debt for our future growth which will cause dilution in Shareholders’ equity interest.
We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
We qualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company. We report under the Exchange Act as a non-U.S. company with foreign private issuer status.
Rising interest rates may increase the Company’s operational costs of funds; however, the effect of these increases are mitigated by the fixed rated terms of the Company’s material loans. Future borrowings will likely carry higher interest rates, but we currently do not have any plans to increase our borrowings at this time.
Future borrowings will likely carry higher interest rates, but we currently do not have any plans to increase our borrowings at this time. Bank interest rates rose aggressively over the period from April 2022 to April 2023.
Removed
We are currently the distributor of Shanghai Gaoxian’s FM-related robotics such as robotic sweepers, scrubbers, Automated Guided Vehicles and security bots in Singapore. Our distribution rights are derived from a Diamond Business Partner Agreement effective as of February 1, 2024 with Shanghai Gaoxian through its holding entity Gaussian Robotics Holdings Limited (the “Distribution Agreement”).
Added
These legal procedures are time-consuming and the settlement of a contract dispute may require additional financial and other resources.
Removed
The Distribution Agreement grants to the Company a three-year distribution right to distribute Shanghai Gaoxian’s Ecobot product line in Singapore, and these distribution rights will automatically renew for additional successive one-year terms unless terminated by either party.
Added
We could incur substantial costs as a result of data protection concerns or IT systems disruption or failure. While we have not been the subject of any cyber-attacks or IT system failures that have had a material impact on our Group, our business may be impacted by such attacks or system failures in the future.
Removed
We cannot predict if we will be able to obtain replacement components within the time frames that we require at an affordable cost, or at all. 4 Table of Contents We depend on certain equipment to perform our services and are subject to associated risks of maintenance and obsolescence.
Added
A cyberattack or system failure may result in operational downtimes and/or delays, which may have a detrimental impact on our ability to provide services to our customers. We handle the personal data of customers in the ordinary course of providing services to customers.
Removed
Our temporary bridging loans carry fixed rates of 2.75% that have already been factored into our operational costs. These loans have also been substantially paid down and will be fully settled by 2025.
Added
The collection and use of such personal data is governed by personal data protection laws in Singapore, in particular the Personal Data Protection Act 2012 (No. 26 of 2012).
Removed
Such difficulties may divert significant financial, operational and managerial resources from our existing operations, and make it more difficult to achieve our operating and strategic objectives. 8 Table of Contents We may be subject to claims against us relating to any acquisition or business combination.
Added
This could lead to negative publicity, legal claims, theft, modification or destruction of proprietary or other key information, damage to or inaccessibility of critical systems, operational downtimes and/or delays and other significant costs, which could adversely affect our business, financial condition, results of operations and prospects.
Removed
If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. Additionally, as with other businesses in Singapore, we expect to face inflationary pressures and a general trend of increase in the costs of overheads such as utilities.
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Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise or disruption of our services could expose us to liability, protracted and costly litigation and damage our reputation. Our business involves the collection, storage, processing and transmission of customers’ business data.
Removed
Singapore has raised its Goods and Services Tax (“GST”) from 7% to 8% in 2023 with a further GST raise from 8% to 9% in 2024, which could further contribute to cost increases as well. These factors may materially and adversely affect our business operations, financial performance, financial condition, results of operations and prospects.
Added
An increasing number of organizations, including large merchants and businesses, other large technology companies, financial institutions and government institutions, have disclosed breaches of their information technology, or IT, systems, some of which have involved sophisticated and highly targeted cybersecurity attacks, including on portions of their websites or infrastructure. We may also be subjected to breaches of cybersecurity by hackers.
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Our ability to remain competitive will depend to a great extent upon ongoing performance of our suppliers in the areas of product development, operating efficiency and customer support. 11 Table of Contents We expect that competition will continue to intensify as additional competitors enter the market and current competitors expand their product lines.
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Threats may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Concerns about cybersecurity are increased when we transmit information. Electronic transmissions can also be subjected to cybersecurity attacks, interception or loss.
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All of our Directors and Executive Officers reside outside the United States. In addition, all of our assets are located outside the United States.
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Also, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our associated participants, which can impact the confidentiality, integrity and availability of information, and the integrity and availability of our products, services and systems, among other effects.
Removed
We are a “controlled company” as defined under the Nasdaq Listing Rules because our Controlling Shareholder owns more than 50% of our total voting power.
Added
Denial of service or other cybersecurity attacks could be targeted against us for a variety of purposes, including interfering with our products and services or creating a diversion for other malicious activities.
Removed
For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our Board of Directors must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors.
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These types of actions and attacks could disrupt our delivery of products and services or make them unavailable, which could damage our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liabilities, subject us to lawsuits, fines or sanctions, distract our management or increase our costs of doing business. 6 Table of Contents Our encryption of data and other protective measures may not prevent unauthorized access or use of sensitive data.

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Incorporated on March 18, 2016 as a private company limited by shares under the laws of Singapore 100% owned by SIMPPLE LTD. Gaussian Robotics Pte. Ltd. Incorporated on May 18, 2017 as a private company limited by shares under the laws of Singapore. Acquired by IFSC Pte. Ltd. on August 15, 2017 100% owned by IFSC Pte. Ltd. SIMPPLE Pte.
Ltd. Incorporated on March 18, 2016 as a private company limited by shares under the laws of Singapore 100% owned by SIMPPLE LTD. Gaussian Robotics Pte. Ltd. Incorporated on May 18, 2017 as a private company limited by shares under the laws of Singapore. Acquired by IFSC Pte. Ltd. on August 15, 2017 100% owned by IFSC Pte. Ltd.
Ltd. Incorporated on October 13, 2020 as a private company limited by shares under the laws of Singapore 100% owned by IFSC Pte. Ltd. SIMPPLE Australia Pty Ltd Incorporated on September 6, 2023 as a private company limited by shares under the laws of Australia 100% owned by IFSC Pte.
SIMPPLE Pte. Ltd. Incorporated on October 13, 2020 as a private company limited by shares under the laws of Singapore 100% owned by IFSC Pte. Ltd. SIMPPLE Australia Pty Ltd Incorporated on September 6, 2023 as a private company limited by shares under the laws of Australia 100% owned by IFSC Pte.
Ltd.” Gaussian Robotics was incorporated in Singapore on May 18, 2017 as a private company limited by shares under the name “Gaussian Robotics Pte. Ltd.”. Gaussian Robotics became a wholly owned subsidiary of IFSC on August 15, 2017. SIMPPLE Pte.
Ltd.” Gaussian Robotics was incorporated in Singapore on May 18, 2017 as a private company limited by shares under the name “Gaussian Robotics Pte. Ltd.”. Gaussian Robotics became a wholly owned subsidiary of IFSC on August 15, 2017. SIMPPLE Pte.
Ltd. was incorporated in Singapore on October 13, 2020 as a private company limited by shares, and a wholly owned subsidiary of IFSC under the name “SIMPPLE Pte. Ltd.”.
Ltd. was incorporated in Singapore on October 13, 2020 as a private company limited by shares, and a wholly owned subsidiary of IFSC under the name “SIMPPLE Pte. Ltd.”.
SIMPPLE Australia Pty Ltd was incorporated in Queensland, Australia on September 6, 2023 as a private company limited by shares, and a wholly owned subsidiary of IFSC under the name “SIMPPLE Australia Pty Ltd”. On October 21, 2022, we consummated a reorganization (the “Reorganization”), pursuant to which SIMPPLE LTD., our Cayman Islands issuer, became the 100% owner of IFSC.
SIMPPLE Australia Pty Ltd was incorporated in Queensland, Australia on September 6, 2023 as a private company limited by shares, and a wholly owned subsidiary of IFSC under the name “SIMPPLE Australia Pty Ltd”. On October 21, 2022, we consummated a reorganization (the “Reorganization”), pursuant to which SIMPPLE LTD., our Cayman Islands issuer, became the 100% owner of IFSC.
IFSC is the 100% owner of both Gaussian Robotics and SIMPPLE Pte. Ltd., and also is engaged in our facilities management software business, including in connection with the SIMPPLE Ecosystem and SIMPPLE.AI. In connection with the Reorganization, the former shareholders of IFSC exchanged their IFSC ordinary shares for Ordinary Shares of the Company.
IFSC is the 100% owner of both Gaussian Robotics and SIMPPLE Pte. Ltd., and also is engaged in our facilities management software business, including in connection with the SIMPPLE Ecosystem and SIMPPLE.AI. In connection with the Reorganization, the former shareholders of IFSC exchanged their IFSC ordinary shares for Ordinary Shares of the Company.
Utilizing this digitized system (compared to “pen-and-paper”), facility managers are now able to conduct independent or joint-contractor audits that can, among other things: • Calculate scores based on client requirements; • Provide date & time stamp pictures with annotations; • Generate reports with geo-location; • Capture signatures for immediate accountability; • Schedule individual and joint inspections; • Acknowledge task completions; and • Provide automated task ticketing to internal personnel or external contractors 26 Table of Contents Gaining insights into a facility’s current quality status requires data inputs from static sensors such as IoT devices, inputs from facility staff as well as members of the public so that the community is constantly keeping the facility safe, clean and accountable.
Utilizing this digitized system (compared to “pen-and-paper”), facility managers are now able to conduct independent or joint-contractor audits that can, among other things: ● Calculate scores based on client requirements; ● Provide date & time stamp pictures with annotations; ● Generate reports with geo-location; ● Capture signatures for immediate accountability; ● Schedule individual and joint inspections; ● Acknowledge task completions; and ● Provide automated task ticketing to internal personnel or external contractors 34 Table of Contents Gaining insights into a facility’s current quality status requires data inputs from static sensors such as IoT devices, inputs from facility staff as well as members of the public so that the community is constantly keeping the facility safe, clean and accountable.
Our active contributions to the industry have made us a recognizable technology provider in Singapore as evidenced by the technology trials, innovation grant awards and press that we have been featured in. Such innovation grant awards (“Innovation Grants”) include the Enterprise Development Grants awarded to Gaussian Robotics Pte. Ltd. and SIMPPLE Pte. Ltd. by Enterprise Singapore.
Our active contributions to the industry have made us a recognizable technology provider in Singapore as evidenced by the technology trials, innovation grant awards and press that we have been featured in. Such government grant awards (“Innovation Grants”) include the Enterprise Development Grants awarded to Gaussian Robotics Pte. Ltd. and SIMPPLE Pte.
It is the Company’s core belief that the amount of resources and workforce dedicated to facilities management is directly correlated to the quality standards defined within the facility. The higher the service quality, the lower the number of ad hoc work tasks and incidents, which translates to lower liability and in turn lower insurance premiums.
It is the Company’s core belief that the number of resources and workforce dedicated to facilities management is directly correlated to the quality standards defined within the facility. The higher the service quality, the lower the number of ad hoc work tasks and incidents, which translates to lower liability and in turn lower insurance premiums.
SIMPPLE’s Feedback sub-module is an undemanding component of the SIMPPLE Ecosystem that leverages on IoT devices and QR codes to give a spatial awareness of a facility’s existing state and complete a myriad of tasks, such as: • Feedback System – For members of public to easily provide feedback; • Digital Toilet Card – To record cleaner’s attendance and feedback for improvements; • Location tags for SIMPPLE’s Audit Forms – Incorporate QR Codes for ease of use and verification; • Smart Sensors – Automatically generate a guest experience index based on the usage of an area, as well as perception of toilets and specific areas based on smell and consumables available.
SIMPPLE’s Feedback sub-module is an undemanding component of the SIMPPLE Software that leverages on IoT devices and QR codes to give a spatial awareness of a facility’s existing state and complete a myriad of tasks, such as: ● Feedback System – For members of public to easily provide feedback; ● Digital Toilet Card – To record cleaner’s attendance and feedback for improvements; ● Location tags for SIMPPLE’s Audit forms – Incorporate QR Codes for ease of use and verification; ● Smart Sensors – Automatically generate a guest experience index based on the usage of an area, as well as perception of toilets and specific areas based on smell and consumables available.
Developed over multiple iterations and amalgamating various client requirements and feedback, the latest evolution of the SIMPPLE Software visualization dashboard provides an intuitive and user-friendly view of a building’s operational status in real time. The Company also has developed “Insights”, which are short interpretation sentences for each key indicator to give facility managers a direct understanding of data.
Developed over multiple iterations and amalgamating various client requirements and feedback, the current evolution of the SIMPPLE Software visualization dashboard provides an intuitive and user-friendly view of a building’s operational status in real-time. The Company has also developed “Insights”, which are short interpretation sentences for each key indicator to give facility managers a direct understanding of data.
In addition, the company also onboarded more key accounts from the list of FM02-L6 contractors such as ISS Facility Services, which helped the company scale faster. Except as disclosed above, our Directors are of the view that, as of December 31, 2023, our business and profitability are not materially dependent on any of our customers.
In addition, the company also onboarded more key accounts from the list of FM02-L6 contractors such as ISS Facility Services, which helped the company scale faster. Except as disclosed above, our Directors are of the view that, as of December 31, 2024, our business and profitability are not materially dependent on any of our customers.
Information contained on our website does not constitute part of this report. 20 Table of Contents B. Business overview Overview Headquartered in Singapore, we are an advanced technology solution provider in the emerging property technology (“PropTech”) space, focused on helping facility owners and managers manage their facilities autonomously.
Information contained on our website does not constitute part of this report. 26 Table of Contents B. Business overview Overview Headquartered in Singapore, we are an advanced technology solution provider in the emerging property technology (“PropTech”) space, focused on helping facility owners and managers manage their facilities autonomously.
We may be required under the relevant laws and regulations of Singapore to hold certain Licenses in order to conduct our business operations in the future. 33 Table of Contents Regulations As our material business operations are conducted in Singapore, we are subject to the relevant laws and regulations of Singapore and may be affected by policies which may be introduced by the Singaporean government from time to time.
We may be required under the relevant laws and regulations of Singapore to hold certain Licenses in order to conduct our business operations in the future. 43 Table of Contents Regulations As our material business operations are conducted in Singapore, we are subject to the relevant laws and regulations of Singapore and may be affected by policies which may be introduced by the Singaporean government from time to time.
Ltd. 36 Table of Contents SIMPPLE LTD. was incorporated in the Cayman Islands on August 24, 2022 as an exempted company under the name “SIMPPLE LTD.” IFSC was incorporated in Singapore on March 18, 2016 as a private company limited by shares under the name “IFSC Pte.
Ltd. 47 Table of Contents SIMPPLE LTD. was incorporated in the Cayman Islands on August 24, 2022 as an exempted company under the name “SIMPPLE LTD.” IFSC was incorporated in Singapore on March 18, 2016 as a private company limited by shares under the name “IFSC Pte.
We have built the SIMPPLE ecosystem as an operating system layer that integrates seamlessly with our robots, IoT sensors and the human workforce, where operations will be autonomous in the future while having minimal human intervention.
We have built the SIMPPLE Ecosystem as an operating system layer that integrates seamlessly with our robots, IoT sensors, facility assets, and the human workforce, where operations will be autonomous in the future while having minimal human intervention.
The current product models currently distributed by our company are: • Gaussian Robotics ECOBOT Scrub 75 – With operational times spanning over 6 hours, the ECOBOT Scrub 75 is suitable for large facilities in a single floor plate where it can clean up to almost 110,000 square feet in a single operation. • Gaussian Robotics ECOBOT Scrub 50 – With a cleaning width of approximately 50cm, the ECOBOT Scrub 50 is a fully automated and robotized hard floor scrubber that has the ability to charge itself, and reduce maintenance cycles when coupled with a base station.
The current product models currently distributed by our company are: ● Gausium Scrubber 75 – With operational times spanning over 6 hours, the ECOBOT Scrub 75 is suitable for large facilities in a single floor plate where it can clean up to almost 110,000 square feet in a single operation. ● Gausium Scrubber 50 – With a cleaning width of approximately 50cm, the Scrubber 50 robot is a fully automated and robotized hard floor scrubber that has the ability to charge itself, and reduce maintenance cycles when coupled with a base station.
None of these persons or entities owns 5% or more of our Shares; and all our customer contracts with the customers affiliated with these principals are negotiated at arm’s length. 31 Table of Contents OUR MAJOR SUPPLIERS Our major suppliers (including sub-contractors) which accounted for 5.0% or more of our Group’s total supplies purchases and sub-contractor costs for FY 2023, 2022 and 2021 are as follows: Percentage of total purchases (%) Supplier Product or service supplied FY 2023 FY 2022 FY 2021 Shanghai Gaoxian Automation Technology Development Co., Ltd.
None of these persons or entities owns 5% or more of our Shares; and all our customer contracts with the customers affiliated with these principals are negotiated at arm’s length. 41 Table of Contents OUR MAJOR SUPPLIERS Our major suppliers (including sub-contractors) which accounted for 5.0% or more of our Group’s total supplies purchases and sub-contractor costs for FY 2024, 2023 and 2022 are as follows: Percentage of total purchases (%) Supplier Product or service supplied FY 2024 FY 2023 FY 2022 Shanghai Gaoxian Automation Technology Development Co., Ltd.
Popular IoT devices include Smart Toilet Sensors that are people traffic counters and ammonia sensors to draw data on toilet usage and condition to optimize cleaning schedules. Other sensors that give information on facility assets such as water and electrical meters as well as CCTVs and their integration also help SIMPPLE platform be spatially aware of a facility.
Popular IoT devices include Smart Toilet Sensors that are people traffic counters and ammonia sensors to draw data on toilet usage and condition to optimize cleaning schedules. Other sensors that give information on facility assets such as water and electrical meters as well as CCTVs and their integration also help SIMPPLE be aware of a facility space.
We do not own any real property. Our principal place of business is 71 Ayer Rajah Crescent #03-07/08/09, Singapore 139951, where we lease approximately 2,959 square feet of office space. We also further leased offices at 71 Ayer Rajah Crescent #03-06, Singapore where we lease approximately 976 square feet of office space.
Property, plant and equipment. We do not own any real property. Our principal place of business is 71 Ayer Rajah Crescent #03-07/08/09, Singapore 139951, where we lease approximately 2,959 square feet of office space. We also further leased offices at 71 Ayer Rajah Crescent #03-06, Singapore where we lease approximately 976 square feet of office space.
We have developed our proprietary SIMPPLE Ecosystem over 6 years, to create an automated workforce management tool for building maintenance, surveillance and cleaning comprised of a mix of software and hardware solutions such as robotics (both cleaning and security) and Internet-of-Things (“IoT”) devices.
We have developed our proprietary SIMPPLE Ecosystem over 8 years, to create an automated workforce management and reporting tool for building maintenance, surveillance and cleaning comprised of a mix of software and hardware solutions such as robotics (both cleaning and security) and Internet-of-Things (“IoT”) devices.
Our Competitive Strengths We believe that the following strengths distinguish us from our competitors and have contributed to our success: Strong market presence with established track record We have a strong foothold in the Singapore facilities management market, serving over 60 clients in both the public and private sectors.
Our Competitive Strengths We believe that the following strengths distinguish us from our competitors and have contributed to our success: Strong market presence with established track record at enterprise level We have a strong foothold in the Singapore facilities management market, serving over 60 clients in both the public and private sectors.
The security video analysis is processed onboard for data security and future applications can be applied to any facility robot that has an API for integration, opening the opportunity to onboard and distribute a wider range of robots and increasing the value to end clients.
The video analytics is processed onboard for data security and future applications can be applied to any facility robot that has an API for integration, opening the opportunity to go onboard and distribute a wider range of robots and increasing the value to end clients.
The power of ‘Insights’ lies in its correlation with Big Data and external variances so that it is able to eliminate outliers and/or predict trends through machine learning algorithms to alter the operations within a facility.
The power of ‘Insights’ lies in its correlation with Big Data and external variances so that it can eliminate outliers and/or predict trends through machine learning algorithms to alter the operations within a facility.
From our inception, we have understood the importance of being at the core of the industry so that we can be a key enabler of transformation from within. We achieved this by being involved in relevant industry-leading forums such as industry associations and various sector-led government agencies.
From our inception, we have understood the importance of being at the core of the industry so that we can be a key enabler of transformation from within. We achieved this by being involved in relevant industry-leading forums organized by industry trade associations and various sector-led government agencies.
Our offices are leased under two leases which both expire on November 2, 2025. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
Our offices are leased under two leases which both expire on November 2, 2025. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations.
Being at the core of the industry enabled us to gain an in-depth understanding of the domain, which proved to be critical to ensure that the end product not only addresses real-world industry issues, but also creates significant value for the end-users/clients.
Being at the core of the industry enables us to gain an in-depth understanding of the sector domain, which proved to be critical to ensure that the end product not only addresses real-world industry issues but also creates significant value for our end-users and clients.
OUR MAJOR CUSTOMERS Our major customers which accounted for 5.0% or more of our total revenue for FY 2023, 2022 and 2021 are as follows: Percentage of total revenue (%) Customer Service provided FY 2023 FY 2022 FY 2021 SMRT Corporation Ltd Simpple Software, Simpple Plus IoT Sensors, Simpple Plus Robotics 38 % - - Klenco Simpple Plus Robotics 15 % 15 % 19 % ISS Facility Services Simpple Software, Simpple Plus IoT Sensors, Simpple Plus Robotics 11 % 5 % 14 % Weishen Industrial Services Simpple Software, Simpple Plus IoT Sensors, Simpple Plus Robotics 7 % 49 % 30 % Patec Pte Ltd Simpple Plus Robotics - 5 % 8 % From 2021 onwards, the Company sought to distribute its products and services through distributors to widen the customer base.
OUR MAJOR CUSTOMERS Our major customers, which accounted for 5.0% or more of our total revenue for FY 2024, 2023 and 2022 are as follows: Percentage of total revenue (%) Customer Service provided FY 2024 FY 2023 FY 2022 Changi Airport Group (Singapore) Pte Ltd Simpple Plus Robotics 9 % - - ISS Facility Services Simpple Software, Simpple Plus IoT Sensors, Simpple Plus Robotics 7 % 11 % 5 % Weishen Industrial Services Simpple Software, Simpple Plus IoT Sensors, Simpple Plus Robotics 8 % 7 % 49 % Klenco Simpple Plus Robotics 5 % 15 % 15 % SMRT Corporation Ltd Simpple Software, Simpple Plus IoT Sensors, Simpple Plus Robotics - 38 % - Patec Pte Ltd Simpple Plus Robotics - - 5 % From 2021 onwards, the Company sought to distribute its products and services through distributors to widen the customer base.
Our primary competitors are software companies specializing in facilities management. These software companies focus on a workforce management-based solution with key objectives targeting solely building service contractors. In recent times, IoT devices that can help detect scenarios and trigger a work order to the workforce have become common and often are integrated with the solution.
These software companies focus on a workforce management-based solution with key objectives targeting solely at building service contractors. In recent times, IoT devices that can help detect scenarios and trigger a work order to the workforce have become common and often are integrated with the solution.
Box 10240, Grand Cayman KY1-1002, Cayman Islands. The telephone and facsimile numbers of our registered office are +65 6816 2194 and +65 6909 6936, respectively. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Our corporate website is https://www.simpple.ai/.
The telephone and facsimile numbers of our registered office are +65 6816 2194 and +65 6909 6936, respectively. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Our corporate website is https://www.simpple.ai/.
To ensure a building’s upkeep is maintained to the desired quality, various workflows across multi disciplines need to work cohesively together to ensure that productivity and efficiency are optimized.
To ensure the upkeep of a building is maintained at the desired quality, various workflows across multi disciplines need to work cohesively together to ensure that productivity and efficiency are optimized.
These are specially curated technology components that provide important functions within the Ecosystem that SIMPPLE does not produce but instead aggregates within existing systems for the benefit of its customers. Some examples of SIMPPLE PLUS products include video analytics-ready surveillance cameras and IoT sensors that help SIMPPLE visualize a spatial awareness of a facility.
These are specially curated technology components that provide important functions within the Ecosystem that SIMPPLE does not produce but instead aggregates within existing systems for the benefit of our customers. Some examples of SIMPPLE Exchange products include video analytics-ready surveillance cameras and IoT sensors that help SIMPPLE visualize a facility space.
SIMPPLE PLUS consists of the following: IoT Devices IoT devices act as nodes for information collection and are placed in strategic locations within a facility so that SIMPPLE platform will be able to make use of these data to derive information so that appropriate action could be taken.
SIMPPLE Exchange consists of the following: IoT Devices IoT devices act as nodes for information collection and are placed in strategic locations within a facility so that SIMPPLE Software will be able to make use of these data to derive information so that appropriate action can be taken.
As at the date of this report, none of the Directors or Major Shareholders of our Company or their respective associates has any interest, direct or indirect, in any of our customers.
As at the date of this report, none of the Directors or Major Shareholders of our Company or their respective associates has any interest, direct or indirect, in any of our customers, except where disclosed elsewhere in this report.
Contract owners usually start planning for operational continuity 3 to 6 months for brownfield projects and up to 12 months for greenfield projects. Our average sales cycle for SIMPPLE platform is 4 months from lead qualification to booking.
Contract owners usually start planning for operational continuity 6 to 9 months for brownfield projects and up to 18 months for greenfield projects. Our average sales cycle for SIMPPLE Robotics is 3 months from lead qualification to booking.
It is best suited for high rise buildings as the ECOBOT Scrub 50 has the ability to take elevators and open doors with the addition of SIMPPLE Command (a small CPU which enables the ECOBOT Scrub 50 to remotely control elevators and doors) for a combined cleaning capability of up to approximately 33,000 square feet in a single operation • Gaussian Robotics ECOBOT Sweep 40 – Built on the same concept as the ECOBOT Scrub 50 but as a carpet vacuum and hard floor sweeper, the ECOBOT Sweep 40 is able to cover up to slightly more than 20,000 square feet in a single operation.
It is best suited for high rise buildings as the Scrubber 50 has the ability to take elevators and open doors with the addition of SIMPPLE Integrate (a capability mounted on the robot to remotely call for elevators and doors) for a combined cleaning capability of up to approximately 33,000 square feet in a single operation. ● Gausium Vacuum 40 – Built on the same concept as the ECOBOT Scrub 50 but as a carpet vacuum and hard floor sweeper, the ECOBOT Sweep 40 is able to cover up to slightly more than 20,000 square feet in a single operation.
On October 4, 2023, Maxim Group LLC notified the Company of their decision to exercise the over-allotment option to purchase an additional 60,300 Ordinary Share at a price of $5.25 per share. The closing for the sale of the over-allotment shares took place on October 6, 2023. 37 Table of Contents D. Property, plant and equipment.
On October 4, 2023, Maxim Group LLC notified the Company of their decision to exercise the over-allotment option to purchase an additional 60,300 Ordinary Share at a price of $5.25 per share. The closing for the sale of the over-allotment shares took place on October 6, 2023. On September 6, 2024, SIMPPLE LTD.
To ensure high quality and reliability of these components, these products undergo stringent testing and mandatory integration process from proof-of-concept to beta testing to systems integration testing. Commercially, the supply of these components is governed by a strict procurement process that minimizes supply chain issues.
To ensure high quality and reliability of these components, these products undergo stringent testing and mandatory integration process from proof-of-concept to beta testing to systems integration testing. Commercially, the supply of these components is governed by a strict procurement process that minimizes supply chain issues. We mitigate any supply chain disruptions through careful demand planning to maintain sufficient stock.
Through the design and development of minimal human intervention cleaning robotics, the Company was able to build a solution to match the specific facility cleaning needs of Singapore’s skyscraper dominant environment. We understood that robotics should not be a standalone solution. Instead, we realized the merits of the fully automated Smart Building model with the integration of robotic solutions.
Through the design and development of minimal human intervention cleaning robotics, the Company was able to build a solution to match the specific facility cleaning needs of Singapore’s skyscraper dominant environment. We understood that robotics should not be a standalone solution.
POO Chong Hee, who is a principal of a certain customer, is an indirect beneficial owner of 12.16% our Ordinary Shares. All of our customer contracts with the customer affiliated with Mr. POO have been negotiated at arm’s length.
POO Chong Hee, who is a principal of a certain customer, is an owner of 4.64% of our Ordinary Shares. All of our customer contracts with the customer affiliated with Mr. POO have been negotiated at arm’s length and in ordinary course of business.
The Company’s subsidiaries believe that they are in compliance with the provisions of the CDSA and the TSOFA. 35 Table of Contents C. Organizational structure. The chart below identifies our subsidiaries as of the date of this Report Name Background Ownership IFSC Pte. Ltd.
The Company’s subsidiaries believe that they are in compliance with the provisions of the CDSA and the TSOFA. 46 Table of Contents C. Organizational structure. The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of this Report: *Mr.
Our revenue streams are categorized as follows: 1. SIMPPLE Software SaaS Platform The revenue model for SIMPPLE platform stems from two sources: (a) one-time professional services fee for project set-up, testing, training and commissioning; and (b) recurring software-as-a-Service (“SaaS”) user license subscription fees.
Details of our SIMPPLE Ecosystem solution suite comprising SIMPPLE Software, SIMPPLE Robotics, SIMPPLE Exchange, SIMPPLE A.I. and Consultancy Services are outlined below: 1. SIMPPLE Software SaaS Platform The revenue model for SIMPPLE Software stems from two sources: (a) one-time professional services fee for project set-up, testing, training and commissioning; and (b) recurring software-as-a-Service (“SaaS”) user license subscription fees.
For example, potential acquisitions or strategic investment targets may include: (1) companies with deep technical capabilities in artificial intelligence, vision analytics and computer visioning, (2) companies with a large customer user base in the facilities management sector, (3) companies that the Company can vertically or horizontally integrate with to bring more value to property developers and facility owners and (4) distributors of technology and equipment in the facilities management space.
For example, potential acquisitions or strategic investment targets may include: (1) system integrators with a large customer user base in the facilities management sector, (2) companies that the Company can vertically or horizontally integrate with to bring more value to property developers and facility owners or (3) distributors of robotic or IoT resources serving the facilities management space.
With three main modules - (a) Quality Management, (b) Workflow Management and (c) People Management, SIMPPLE Software is a real-time and closed-loop operations workflow system that efficiently manages the client’s facilities management team by increasing productivity, improving accountability and reducing cost. The power of SIMPPLE Software lies in its analytics and data visualization.
SIMPPLE Software is an end-to-end real-time, closed-loop operations workflow system that efficiently manages the client’s facilities management team by increasing productivity, improving accountability and reducing cost. 33 Table of Contents The power of SIMPPLE Software lies in its analytics and data visualization.
Regulations on Data Protection and Information Security The Personal Data Protection Act 2012 of Singapore (“ PDPA ”) governs the collection, use and disclosure of the personal data of individuals by organizations, and is administered and enforced by the regulator, the Personal Data Protection Commission.
We believe that we are in compliance with its requirements. 45 Table of Contents Regulations on Data Protection and Information Security The Personal Data Protection Act 2012 of Singapore (“ PDPA ”) governs the collection, use and disclosure of the personal data of individuals by organizations, and is administered and enforced by the regulator, the Personal Data Protection Commission.
Our revenue model for PLUS comprises hardware purchases (one-off capital expense), monthly user-based subscriptions and a one-time professional service fee that includes project management, platform configuration and training. This model ensures cash flow optimization while minimizing ongoing contractual administration. 3.
Our revenue model for SIMPPLE Robotics comprises hardware purchases (one-off capital expense), monthly user-based subscriptions and a one-time professional service fee that includes project management, platform configuration and training. The Company is also open to a leasing model, where the client requires with their own financing partner. This model ensures cash flow optimization while minimizing ongoing contractual administration. 3.
Facility management and related contracts typically run from 2 to 5 years depending on the contract owner and the Company’s contract duration usually run back-to-back with the customer, unless they directly purchase the Company’s systems (e.g. robotics and cameras).
These customer segments account for almost all of SIMPPLE Robotics revenue stream. Facility management and related contracts typically run from 3 to 6 years depending on the contract owner and the Company’s contract duration usually run back-to-back with the customer, unless they purchase the Company’s systems (e.g. robotics and cameras) directly.
Our Controlling Shareholder currently owns 57.74% of our Ordinary Shares, which represents 57.74% of the total voting power of our outstanding Ordinary Shares SIMPPLE LTD.’s Offices Our principal place of business is 71 Ayer Rajah Crescent #03-07, Singapore 139951. Our registered office in the Cayman Islands is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O.
SIMPPLE LTD.’s Offices Our principal place of business is 71 Ayer Rajah Crescent #03-07, Singapore 139951. Our registered office in the Cayman Islands is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
In the past 3 years, only one of our employees has experienced a workplace injury that is subject to WICA jurisdiction. 34 Table of Contents Employment Act 1968 of Singapore (the “Employment Act”) The rights of all employees employed under a contract of service with our subsidiaries are governed under the Employment Act in particular, their rights to annual leave, sick leave and maternity leave, amongst others.
Employment Act 1968 of Singapore (the “Employment Act”) The rights of all employees employed under a contract of service with our subsidiaries are governed under the Employment Act in particular, their rights to annual leave, sick leave and maternity leave, amongst others.
The People Management module uses facial recognition capabilities to determine attendance so that workflows from the Workflow Management module can be automatically assigned to them and tracked for performance evaluation by their supervisors. SIMPPLE PLUS SIMPPLE PLUS is our product line that carries pre-approved third-party products that add value within the SIMPPLE Ecosystem.
The People Management module uses facial recognition capabilities to determine attendance so that workflows from the Workflow Management module can be automatically assigned to them and tracked for performance evaluation by their supervisors.
This translates to key performance indicators that building managers set on cleanliness, security and the upkeep of a building as well as measures to reduce risks and liabilities.
Quality Management The experience that a guest encounters at any facility is a direct representation of how well a building is maintained and managed. This translates to key performance indicators that building managers set on cleanliness, security and the upkeep of a building as well as measures to reduce risks and liabilities.
Work Injury Compensation Act 2019 of Singapore (“WICA”) WICA provides that if any employment personal injury by accident arises out of and in the course of employment is caused to an employee, the employer shall be liable to pay compensation in accordance with the provisions of WICA.
IFSC has never been required to submit any such report under Regulation 4 of the WSHIR and has only submitted 1 report under Regulation 6 of the WSHIR since 2020. 44 Table of Contents Work Injury Compensation Act 2019 of Singapore (“WICA”) WICA provides that if any employment personal injury by accident arises out of and in the course of employment is caused to an employee, the employer shall be liable to pay compensation in accordance with the provisions of WICA.
As such, we have outlined four key strategic thrusts to expand the business in this growing market for connected systems in facilities management industry: • Contribute to Industry Transformation • Accelerate Focused Innovation and Technology • Develop Strategic Partnerships • Grow Rapidly Contribute to Industry Transformation The facilities management industry is rapidly transforming due to a wide range of applications that can now be addressed by the growing availability of cost-effective technologies such as IoT devices, building information modeling, surveillance cameras, among others; and these new technologies have become more easily accessible to the market.
Align closely with Singapore government’s Industry Transformation Roadmap The facilities management industry is rapidly transforming due to a wide range of applications that can now be addressed by the growing availability of cost-effective technologies such as IoT devices, building information modeling, surveillance cameras, among others; and these new technologies have become more easily accessible to the market.
IFSC is a wholly owned subsidiary of the issuer; and SIMPPLE Pte Ltd, GS and SIMPPLE Australia are wholly owned by IFSC.
(“SIMPPLE Pte Ltd”), Gaussian Robotics Pte. Ltd. (“Gaussian Robotics” or GS”) and SIMPPLE Australia Pty Ltd (“SIMPPLE Australia”). IFSC is a wholly owned subsidiary of the issuer; and SIMPPLE Pte Ltd, GS and SIMPPLE Australia are wholly owned by IFSC.
Our target customers are property developers or building owners, facilities management companies, and service contractors such as environmental services companies, security agencies, horticulture and maintenance companies. These customer segments account for almost all of SIMPPLE platform’s revenue stream. Our target customers include mostly Building Service Contractors (BSC), accounting for 99% of our SIMPLE Platform revenue.
This model ensures cash flow optimization while minimizing ongoing contractual administration. Our target customers are property developers or building owners, facilities management companies, and service contractors such as environmental services companies, security agencies, horticulture and maintenance companies. These customer segments, especially Building Service Contractors, account for almost all of SIMPPLE Software’s revenue stream.
Instead of traditional multiple disparate software systems, building owners and facility managers are now able to easily integrate can simply plug-in SIMPPLE Software with SIMPPLE.AI into a standalone Building Management System and Facilities Maintenance Management System to manage their assets better in an integrated system. We envision SIMPPLE.AI becoming the “brain” behind the SIMPPLE Software.
Instead of traditional multiple disparate software systems, building owners and facility managers are now able to easily integrate can simply plug-in SIMPPLE Software with SIMPPLE A.I. into a standalone Building Management System and Facilities Maintenance Management System to manage their assets better in an integrated end-to-end solution. 38 Table of Contents Revenue Streams As an end-to-end integrated facility solution provider, we provide a myriad of products as listed and each comes with a different revenue structure.
We both sell and lease our SIMPPLE PLUS products. SIMPPLE PLUS consists of peripherals which are integrated with SIMPPLE platform in order to add value above and beyond the standalone function of each peripheral technology.
SIMPPLE Exchange consists of peripherals that can be integrated with SIMPPLE Software platform in order to add value above and beyond the standalone function of each peripheral technology.
Robots 84 % 75 % 49 % Unabiz Pte. Ltd. Hardware Sensors and Technology - 6 % 7 % We are currently the distributor of Shanghai Gaoxian’s FM-related robotics such as robotic sweepers, scrubbers, Automated Guided Vehicles and security bots in Singapore.
(Cenobots) Robots 23 % - - Eclipse Floor Solutions Pty Ltd Robots 12 % - - Kabam Pte Ltd Robots 14 % - - We are currently the distributor of Shanghai Gaoxian’s FM-related robotics such as robotic sweepers, scrubbers, Automated Guided Vehicles and security bots in Singapore.
When integrated with other components within the SIMPPLE Ecosystem such as PLUS and SIMPPLE.AI, users of this system will be equipped with all the information required to manage and automate the facility in real-time. Quality Management The experience that a guest encounters at any facility is a direct representation of how well a building is maintained and managed.
When integrated with other components within the SIMPPLE Ecosystem such as SIMPPLE Robotics, SIMPPLE Exchange, and SIMPPLE A.I., users of this system will be equipped with all the information required to manage and automate the facility in real-time.
Except as disclosed above, our Directors are of the view that, as of December 31, 2023, our business and profitability are not materially dependent on any of our suppliers.
Our distribution rights are effective as of January 26, for a two-year distribution right to in Singapore to December 31, 2025. Except as disclosed above, our Directors are of the view that, as of December 31, 2024, our business and profitability are not materially dependent on any of our suppliers.
In addition, through our expertise in designing robotics and computer vision, the team has built a stand-alone security module that can be attached to two models of cleaning robots that we sell, so it adds value to clients by converting it into a “2-in-1” cleaning and security robot.
In addition, through our expertise in robotics design and computer vision development, the team has built a stand-alone modular security robot head that can be attached to Gausium Scrubber 50 cleaning robot, adding value to clients by converting it into a “3-in-1” security surveillance, digital concierge, and cleaning robot.
This allows for building service contractors using SIMPPLE to secure contracts more easily when competing with other contractors using standard software solutions, as facility owners grow to prefer SIMPPLE over the competition in terms of their offerings. Strong Channels and Partnerships SIMPPLE has established strong sales channels with distributors of our products and services, including recognized brands.
Our business model attracts not only building service contractors but also facility owners who demand accountability and cost savings through efficiency. This allows for building service contractors using SIMPPLE to secure contracts easily when competing with other contractors using standard software solutions, as facility owners grow to prefer SIMPPLE over the competition in terms of their offerings.
SIMPPLE is not only able to integrate with third party IoT sensors and robotics, but we also sell these products under PLUS. This gives the assurance to clients that our technology is integrated out-of-the-box and makes procurement and deployment fuss-free, allowing our customers to deal with one party for all their technological needs for their facility.
This gives the assurance to clients that our technology is integrated out-of-the-box and makes procurement and deployment fuss-free, allowing our customers to deal with one party for all their technological needs for their facility. Our primary competitors are software companies specializing in facilities management.
Other customer sources also include Facility Management Companies (FMC) and Building Owners. Facilities management and related contracts typically run from 2 to 5 years depending on the contract owner and our subscription duration usually runs back-to-back with the customer.
Facilities management and related contracts typically run from 2 to 5 years depending on the contract owner and our subscription duration usually runs back-to-back with the customer. Contract owners usually start planning for operational continuity 3 to 6 months for brownfield projects and up to 12 to 24 months for greenfield projects.
EMPLOYEES As of the date of this Report, our Group had a workforce of 68 individuals, comprising employees and interns who are located within our offices at 71 Ayer Rajah Crescent in Singapore or who work remotely in Australia.
We believe that our new facilities are adequate to meet our needs for the immediate future. EMPLOYEES As of the date of this Report, our Group had a workforce of 35 full-time employees, most of whom are located within our offices at 71 Ayer Rajah Crescent in Singapore or who work in Australia.
Similar to the SIMPPLE Software, PLUS target customers are mainly building owners, facility management companies, as well as service contractors such as environmental services companies, security agencies, horticulture and maintenance companies. These customer segments account for almost all of PLUS revenue stream.
Like SIMPPLE Software, SIMPPLE Exchange target customers are mainly asset owners, facility management companies, as well as service contractors such as environmental services companies, and security agencies.. System integrators in the technology sector also form part of our client base as they provide fit-for-purpose client-specific solutions. These aforementioned customer segments account for almost all of SIMPPLE Exchange revenue stream.
With our tailored solutions approach, we are able to meet the needs of our clients while providing a user-friendly dashboard for every level of management. We also provide training and development to our clients to ensure that no employee, whether or not a digital native, is left behind as we move towards an era of Smart Building Automation.
We also provide training and development for our clients to ensure that no employee, whether or not a digital native, is left behind as we move towards an era of Smart Building Automation. SIMPPLE is not only able to integrate with third party IoT sensors, facility assets, and robotics, but we also sell these products under SIMPPLE Robotics.
In this regard, IFSC, being an employer in Singapore, has obtained a contract for insurance in accordance with WICA.
In this regard, IFSC, being an employer in Singapore, has obtained a contract for insurance in accordance with WICA. In the past 3 years, none our employees has experienced a workplace injury that is subject to WICA jurisdiction.
Such additional insurance includes public liability insurance. 32 Table of Contents The above insurance policies are reviewed annually to ensure that our Group has sufficient insurance coverage.
We may be required to take up additional insurance policies in compliance with specific customer requirements as well. Such additional insurance includes public liability insurance. The above insurance policies are reviewed annually to ensure that our Group has sufficient insurance coverage.
IFSC has one employee who is covered by the EFMA and has obtained a valid work pass. We believe that we are in compliance with its requirements.
IFSC has 7 employees who are covered by the EFMA and has obtained a valid work pass.
The Workflow Management module includes the visualization and analysis of data from IoT sensors, the operations and scheduling of work staff as well as available assets on site such as robotics and other building assets such as ventilators, HVAC systems, elevators etc.
The Workflow Management module includes the visualization and analysis of data from IoT sensors, the operations and scheduling of work staff as well as available assets on site such as robotics and other building assets such as ventilators, HVAC systems, elevators etc. 35 Table of Contents People Management As much as smart facilities can be automated with workflows, the most important factors are the janitors, security guards and maintenance technicians who are key in ensuring that a facility is running smoothly.
With SIMPPLE.AI, SIMPPLE takes that competitive advantage a step further by automating the way facilities are managed. 21 Table of Contents Through our strong domain expertise in the field of facilities management, we understand the challenges that companies face when adopting standalone solutions that may not integrate with other solutions easily.
Through our strong domain expertise in the field of facilities management, we understand the challenges that companies face when adopting standalone solutions that may not integrate with other solutions easily. With our tailored solutions approach, we can meet the needs of our clients while providing a user-friendly dashboard for every level of management.
The A.I.E is expected to automatically detect issues, decide on remedial actions, and deploy assets such as robotics and the human workforce, thus dynamically managing a premise and often without human intervention.
SIMPPLE A.I. – a combination of SIMPPLE Vision and SIMPPLE Integrate – can automate incident detection and asset deployment. The value of A.I.E comes with detecting issues automatically, deciding on remedial actions, and deploying assets such as robotics and the human workforce, thus dynamically managing a premise without human intervention.
SIMPPLE has the ability to not only read and visualize robotic data, but also to perform command and control via a proprietary device, thus allowing for a full automated process based on sensor and data input without human intervention. Our business model attracts not only building service contractors but also facility owners who demand accountability and cost savings through efficiency.
SIMPPLE does better by incorporating the input of robotics as well as the remote operations of robotics for a holistic facilities management approach. SIMPPLE can not only read and visualize robotic data, but also perform command and control via a proprietary device, thus allowing for a full automated process based on sensor and data input without human intervention.
This allows SIMPPLE to tap on their network to cross sell multiple and new product lines which are relevant to the end clients. SIMPPLE’s strong partnerships with suppliers also mean that should clients approach our suppliers directly, they would be referred to SIMPPLE to adopt multiple product lines as an ecosystem rather than a procurement of only a singular technology.
SIMPPLE’s strong partnerships with suppliers also mean that should clients approach our suppliers directly, they would be referred to SIMPPLE to adopt multiple product lines as an ecosystem rather than a procurement of only a singular technology. 28 Table of Contents Proprietary technology platform powered by AI and machine learning developed in-house in Singapore We believe that technology in the field of facilities management will continue to advance from descriptive analytics to predictive, preventive and proactive analytics.
SIMPPLE was also built to be future-ready, with the architecture being able to integrate with multiple third party IoT devices and robotics as well as other software platforms if required. 22 Table of Contents Our Business Strategies and Future Plans Our business strategies and future plans are as follows: Product Improvement through Research and Development As our SIMPPLE Ecosystem is already able to integrate with off-the-rack IoT devices such as cameras and sensors, we intend to further explore other competent IoT equipment to potentially integrate with and enhance our product capabilities.
SIMPPLE was also built to be future-ready, with the architecture being able to integrate with multiple third party IoT devices and robotics as well as other software platforms if required.
We believe that our ecosystem-focused solution will create more value to building owners and facility managers as often times, data inputs alone are insufficient for efficient operations. Decision-making logic and intelligent task allocation to deployable assets must be built into the platform solution in order to achieve autonomous operations within a facility.
Instead, we realized the merits of the fully automated Smart Building model with the integration of robotic and IoT solutions. We believe that our ecosystem-focused solution will create more value to building owners and facility managers. Often times, data inputs alone are insufficient for efficient operations.
The current product models for the add-on security modules are available for: the Gaussian Robotics ECOBOT Scrub 50 and the Gaussian Robotics ECOBOT Sweep 40 models. 28 Table of Contents Facility Assets SIMPPLE has integrated with various facility assets such as doors, elevators and CCTV infrastructure to enable autonomous movement of robotics and human workforce as well as to monitor a site through SIMPPLE.AI.
To date, the company has deployed more than 4,000 IoT Devices across more than 170 buildings. 36 Table of Contents Facility Assets SIMPPLE has integrated with various facility assets such as doors, elevators and CCTV infrastructure to enable autonomous movement of robotics as well as to monitor a site through SIMPPLE A.I..
Our competitive edge comes from our positioning as a holistic facilities management platform that not only includes software and IoT sensors, but also robotics. This has allowed for the majority of the large building services contractors in Singapore to deploy our solutions over our competition.
That said, our competitive advantage reside in our end-to-end integrated facility management platform that brings IoT sensors, robotics, and the human workforce all into a single unified software system. This allowed for the majority of the large building service contractors in Singapore to deploy our solutions over our competitors listed.
INSURANCE As of the date of the Report, certain of our subsidiaries have taken out group hospital and surgical policies, foreign worker medical policies, and performance bond insurances, in respect of our employees, as well as insurance in accordance with WICA. We may be required to take up additional insurance policies in compliance with specific customer requirements as well.
That said, we believe that our holistic ecosystem solution developed in Singapore would present a strong alternative to the existing competition and have started to grow as a brand-agnostic platform with different brands of supplier partners in the IoT and robotic fields. 42 Table of Contents INSURANCE As of the date of the Report, certain of our subsidiaries have taken out group hospital and surgical policies, foreign worker medical policies, and performance bond insurances, in respect of our employees, as well as insurance in accordance with WICA.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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We closely monitor market conditions, regulatory developments, and operational performance to assess any potential impact on our liquidity position. Despite potential economic uncertainties or market volatility, the Company remains committed to prudently managing our liquidity and capital resources to sustain long-term value creation for our shareholders." C.
We closely monitor market conditions, regulatory developments, and operational performance to assess any potential impact on our liquidity position. Despite potential economic uncertainties or market volatility, the Company remains committed to prudently managing our liquidity and capital resources to sustain long-term value creation for our shareholders.” C.
Subsidies related to assets are for the purchase, construction or other acquisition of long-lived assets and are recognized as reductions to the capitalized costs of the related assets. 45 Table of Contents Business combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date.
Subsidies related to assets are for the purchase, construction or other acquisition of long-lived assets and are recognized as reductions to the capitalized costs of the related assets. 57 Table of Contents Business combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date.
As of December 31, 2021, 2022 and 2023, the Company determined there were no indicators of impairment of its long-lived assets. Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.
As of December 31, 2022, 2023 and 2024, the Company determined there were no indicators of impairment of its long-lived assets. Income Taxes The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years.
Research and development, patents and licenses The success and future revenue growth of the Company will depend, in part, on its ability to protect its intellectual property. The Company relies primarily on patents, copyrights, trademarks, as well as confidentiality procedures, to protect its intellectual properties. All of our intellectual property is currently held by IFSC Pte. Ltd.
Research and development, patents and licenses The success and future revenue growth of the Company will depend, in part, on its ability to protect its intellectual property. The Company relies primarily on patents, copyrights, trademarks, as well as confidentiality procedures, to protect its intellectual properties. All our intellectual property is currently held by SIMPPLE Pte. Ltd.
As a result of its business activities, the Company will file separate tax returns in Singapore which is subject to examination by the foreign tax authorities. 46 Table of Contents Recent accounting pronouncements See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies”.
As a result of its business activities, the Company will file separate tax returns in Singapore which is subject to examination by the foreign tax authorities. 58 Table of Contents Recent accounting pronouncements See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies”.
The Company has copyright protection in place in areas such as employment agreements, source codes that are stored on a GitHub account, company distribution agreements as well as copyright notices on affiliated companies’ websites. D. Trend information See ITEM 5.A “operating results” above for our trend information. E.
The Company has copyright protection in place in areas such as employment agreements, source codes that are stored on a GitHub account, company distribution agreements as well as copyright notices on affiliated companies’ websites. D. Trend information See ITEM 5.A “operating results” above for our trend information. 56 Table of Contents E.
Translations of the consolidated balance sheet, consolidated statement of income and consolidated statements of cash flow from S$ into US$ as of and for the year ended December 31, 2023 are solely for the convenience of the reader and were calculated at the rate of US$0.7580 = S$1, as set forth in the statistical release of the Federal Reserve System on December 29, 2023.
Translations of the consolidated balance sheet, consolidated statement of income and consolidated statements of cash flow from S$ into US$ as of and for the year ended December 31, 2024 are solely for the convenience of the reader and were calculated at the rate of US$0.7320 = S$1, as set forth in the statistical release of the Federal Reserve System on December 31, 2024.
Cost of revenues For the year ended December 31, 2023 2022 2021 2023 to 2022 2022 to 2021 S$ S$ S$ % change % change Total cost of revenues 2,244,486 2,910,873 1,852,751 -23 % 57 % Our cost of revenue is primarily made up of the autonomous robotic cleaning equipment and freight charges.
Cost of revenues For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Total cost of revenues 1,511,927 2,244,486 2,910,873 -33 % -23 % Our cost of revenue is primarily made up of the autonomous robotic cleaning equipment and freight charges.
On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted.
Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted.
General and administrative expenses For the year ended December 31, 2023 2022 2021 2023 to 2022 2023 to 2022 S$ S$ S$ % change % change Total general and administrative expenses 9,991,300 4,572,654 2,270,830 119 % 101 % Our general and administrative expenses consist primarily of staff costs, administrative and distribution costs, professional and legal fees, advertising and promotion expenses, and depreciation expenses.
General and administrative expenses (including IPO-related expenses) For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Total general and administrative expenses 6,683,728 9,991,300 4,572,654 -33 % 119 % Our general and administrative expenses consist primarily of staff costs, administrative and distribution costs, professional and legal fees, advertising and promotion expenses, and depreciation expenses.
For the year ended December 31, 2023 and 2022, our total cost of revenue are S$2,244,486 and S$2,910,873 respectively.
For the year ended December 31, 2024 and 2023, our total cost of revenue are S$1,511,927 and S$2,244,486 respectively.
We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in estimates and assumptions could have a material impact on our results of operations, financial position and, generally to a lesser extent, cash flows. 44 Table of Contents The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s financial statements.
We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in estimates and assumptions could have a material impact on our results of operations, financial position and, generally to a lesser extent, cash flows.
This decrease of S$666,387 or by 23% from the year ended December 31, 2022, correlates predominantly to the decrease in sales. 41 Table of Contents Gross profit & gross profit margin For the year ended December 31, 2023 2022 2021 2023 to 2022 2022 to 2021 S$ S$ S$ % % Gross profit Sale of robotics 1,648,139 2,775,231 1,696,345 -41 % 64 % Software revenue 794,300 782,544 630,204 2 % 24 % Others - 41,521 - - - Total Gross Profit 2,442,439 3,599,296 2,326,549 -32 % 55 % Gross profit margin Sale of robotics 45.4 % 53.1 % 58.7 % Software revenue 75.4 % 63.2 % 48.9 % Others - 97.1 % - Total Gross Profit Margin 52.1 % 55.3 % 55.7 % Gross profit for the year ended December 31, 2023 decreased by 32%, from S$3,599,296 for the year ended December 31, 2022 to S$2,442,439 for the year ended December 31, 2023.
This decrease of S$732,559 or by 33% from the year ended December 31, 2023, correlates predominantly to the decrease in sales. 53 Table of Contents Gross profit & gross profit margin For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % % Gross profit Sale of robotics 1,412,576 1,648,139 2,775,231 -14 % -41 % Software revenue 848,821 794,300 782,544 7 % 2 % Others - - 41,521 - - Total Gross Profit 2,261,397 2,442,439 3,599,296 -7 % -32 % Gross profit margin Sale of robotics 53.4 % 45.4 % 53.1 % Software revenue 75.3 % 75.4 % 63.2 % Others - - % 97.1 % Total Gross Profit Margin 59.9 % 52.1 % 55.3 % Gross profit for the year ended December 31, 2024, decreased by 7%, from S$2,442,439 in 2023 to S$2,261,397 in 2024.
Interest expenses For the year ended December 31, 2023 2022 2021 2023 to 2022 2023 to 2022 S$ S$ S$ % change % change Total interest expenses 183,046 130,868 157,147 40 % -17 % Interest expenses on borrowings increased by 40% from S$130,868 for the year ended December 31, 2022 to S$183,046 for the year ended December 31, 2023.
Interest expenses For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Total interest expenses 34,846 183,046 130,868 -81 % 40 % Interest expense on borrowings decreased by 81% from S$183,046 for the year ended December 31, 2023 to S$34,846 for the year ended December 31, 2024.
Income tax expense For the year ended December 31, 2023 2022 2021 2023 to 2022 2023 to 2022 S$ S$ S$ % change % change Total income tax expense 23,086 118,681 167,072 -81 % -29 % Income tax expenses decreased by 81% from S$118,681 for the year ended December 31, 2022 to S$23,086 for the year ended December 31, 2023.
Income tax (income) expense For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Total income tax (income) expense -368,542 23,086 118,681 -1,696 % -81 % Income tax expense decreased by 1,696% from S$23,086 for the year ended December 31, 2023 to an income tax income of S$368,542 for the year ended December 31, 2024.
Use of estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities.
No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2023, or at any other rate. 38 Table of Contents 5A. Operating results Factors affecting our performance Inflationary pressure on costs Inflation has hit SIMPPLE on multiple fronts.
No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2024, or at any other rate. 50 Table of Contents 5A.
As of the date of this report, the Company had rights to two pending Singapore trademarks. As of the date of this report, the Company has a Singapore patent-pending for “SYSTEM AND METHOD FOR FACILITATING CLEANING AREA”, Patent No. 10202203801Q.
As of the date of this report, the Company has rights to three Singapore trademarks related to the logo and brand name. As of the date of this report, the Company has been awarded a patent “SYSTEM AND METHOD FOR FACILITATING CLEANING AREA” in Singapore with reference Patent No. 10202203801Q on February 22, 2024.
An increase in demand for ECOBOT will significantly surge profits; however, an upward change in shipping and staff costs would negatively impact the results of our operations. 39 Table of Contents Results of Operations Comparison of Years Ended December 31, 2023, and 2022 For the year ended December 31, 2023 2022 2021 2023 to 2022 2022 to 2021 S$ S$ S$ % change % change Revenue 4,686,925 6,510,169 4,179,300 -28 % 56 % Cost of revenues (2,244,486 ) (2,910,873 ) (1,852,751 ) -23 % 57 % Gross profit 2,442,439 3,599,296 2,326,549 -32 % 55 % Operating expenses: General and administrative expenses (including IPO related expenses) (9,991,300 ) (4,572,654 ) (2,270,830 ) 119 % 101 % Total operating expenses (9,991,300 ) (4,572,654 ) (2,270,830 ) 119 % 101 % (Loss) income from operations (7,548,861 ) (973,358 ) 55,719 676 % -1,847 % Other income (loss): Other income 265,208 441,341 390,013 -40 % 13 % Interest expense (183,046 ) (130,868 ) (157,147 ) 40 % -17 % Other expense (81,088 ) (5,946 ) (55,694 ) 1,264 % -89 % Total other income 1,074 304,527 177,172 -100 % 72 % (Loss) income before income tax expense (7,547,787 ) (668,831 ) 232,891 1,029 % -387 % Income tax expense (23,086 ) (118,681 ) (167,072 ) -81 % -29 % Net (loss) income (7,570,873 ) (787,512 ) 65,819 861 % -1,296 % 40 Table of Contents Revenue For the year ended December 31, 2023 2022 2021 2023 to 2022 2022 to 2021 S$ S$ S$ % change % change Sale of robotics 3,633,740 5,228,965 2,890,682 -31 % 82 % Software revenue 1,053,185 1,238,435 1,288,618 15 % -4 % Others - 42,769 - -100 % 0 % Total revenue 4,686,925 6,510,169 4,179,300 -28 % 56 % We generate our revenues from Facilities Management (“FM”) related contracts for commercial cleaning and security, including from the sale of autonomous robotic cleaning equipment, which includes the warranty and maintenance of robots as well as software services rendered for FM applications.
This requires the purchase of extensive demonstration stock that initially impacts cost of goods sold until fully amortized. 51 Table of Contents Results of Operations Comparison of Years Ended December 31, 2024, and 2023 For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Revenue 3,773,324 4,686,925 6,510,169 -19 % -28 % Cost of revenues (1,511,927 ) (2,244,486 ) (2,910,873 ) -33 % -23 % Gross profit 2,261,397 2,442,439 3,599,296 -7 % -32 % Operating expenses: General and administrative expenses (including IPO related expenses) (6,683,728 ) (9,991,300 ) (4,572,654 ) -33 % 119 % Total operating expenses (6,683,728 ) (9,991,300 ) (4,572,654 ) -33 % 119 % Loss from operations (4,422,331 ) (7,548,861 ) (973,358 ) -41 % 676 % Other income, net: Other income 176,540 265,208 441,341 -33 % -40 % Interest expense (34,846 ) (183,046 ) (130,868 ) -81 % 40 % Other expense (20,870 ) (81,088 ) (5,946 ) -74 % 1,264 % Total other income 120,824 1,074 304,527 11,150 % -100 % Loss before income tax expense (4,301,507 ) (7,547,787 ) (668,831 ) -43 % 1,029 % Income tax expense 368,542 (23,086 ) (118,681 ) -1,696 % -81 % Net loss (3,932,965 ) (7,570,873 ) (787,512 ) -48 % 861 % 52 Table of Contents Revenue For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Sale of robotics 2,645,728 3,633,740 5,228,965 -27 % -31 % Software revenue 1,127,596 1,053,185 1,238,435 7 % -15 % Others - - 42,769 - -100 % Total revenue 3,773,324 4,686,925 6,510,169 -19 % -28 % We generate our revenues from Facilities Management (“FM”) related contracts for commercial cleaning and security, including from the sale of autonomous robotic cleaning equipment, which includes the warranty and maintenance of robots as well as software services rendered for FM applications.
While the Company believes our current cash position, cash generated from operations, and available credit facilities are adequate to meet our foreseeable liquidity requirements, we continuously evaluate opportunities to optimize our capital structure and liquidity position. These may include debt refinancing, equity offerings, strategic partnerships, or asset divestitures, among others.
As of December 31, 2024, we had S$417,950 in cash and cash equivalents. While the Company believes our current cash position, cash generated from operations, and available credit facilities are adequate to meet our foreseeable liquidity requirements, we continuously evaluate opportunities to optimize our capital structure and liquidity position.
We anticipate that our operating expenses, together with the increased general administrative expenses of being a public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, expand geographically, attract potential customers and further enhance our service offerings.
We anticipate that our operating expenses, together with the increased general administrative expenses of being a public company, will continue to impact the business as we seek to maintain planned geographical growth objectives, enhance existing software solutions, invest in expanding a globally recognised customers base and further diversify our service and technology offerings to futureproof the business in line with market demands.
Meanwhile the cost of research and development of software has also increased substantially due to increased salaries and employee entitlements. In addition, as we expand beyond Singapore, the variations in inflation rates across different countries may impact currency exchange rates, staff costs, and overall profitability in international markets. Interest rates rose in response to inflation causing borrowing costs to increase.
The essential and ongoing investment in research and development of software-based initiatives, to meet future demands and client expectations has also increased substantially. As we expand beyond Singapore, local variations in inflation and currency rates across different countries may impact, staff costs, and overall profitability as we continue to invest and expand into international markets.
Industry adoption of solutions Our business results of operations are highly dependent on the demand and adoption of our facilities management solutions by facility owners and facility management companies in Singapore. Moreover, the facility management systems industry in Singapore is relatively small and has barely reached its full capacity with potential demand expected to remain high.
Industry adoption of solutions Although our business results are highly dependent on the demand and adoption of our end-to-end facilities management solutions by facility owners and facility management companies in Singapore and beyond, potential demand is expected to remain high, as industries increasingly adopt alternative service and reporting technologies world-wide.
Growth arising from our strategic partnerships We may meticulously pursue partnerships that we believe are strategic, complementing and adding value to our current operations and state-of-the-art technology. The contributions, experience, and connections that our partner can provide will directly impact the results of our operations and financial health in the future.
Uncertain market conditions and interest rate variations will therefore continue to impact borrowing costs and therefore may additionally impact future operating results . Growth arising from our strategic partnerships We have successfully and will continue to meticulously pursue partnership opportunities that we believe are strategic, complementing and adding value to our current operations, state-of-the-art technology, growth and cost management objectives.
Other income decreased by 40% from S$441,341 for the year ended December 31, 2022 to S$265,208 for the year ended December 31, 2023. The decrease was mainly due the reduction in the government grants given by the Singapore authorities and a one-off gain on sale of fixed assets in the prior year.
Other income decreased by 33% from S$265,208 for the year ended December 31, 2023 to S$176,540 for the year ended December 31, 2024. The decrease was mainly due the reduction in the government grants and delayed phasing of due payments which have rolled over into 2025, as issued and approved by the Singapore authorities.
General and administrative expenses increased by 124% from S$4,572,654 for the year ended December 31, 2022 to S$9,991,300 for the year ended December 31, 2023, due mainly to expenses related to our initial public offering, which amounted to approximately S$5,000,000, and an increase in staff related expenses, being the establishment of a seasoned Board of Directors and an increase in headcount with the hiring of highly experienced personnel which we believe will position the company for its next stage of growth post IPO.
General and administrative expenses decreased by 33% from S$9,991,300 for the year ended December 31, 2023 to S$6,683,728 for the year ended December 31, 2024, mainly due to one-off expenses related to our initial public offering in the prior year, which amounted to approximately S$5,000,000, and an increase in staff related expenses, being the establishment of a seasoned Board of Directors and an increase in headcount with the hiring of highly experienced personnel, as part of SIMPPLE’s international expansion commitments and ongoing patented AI software development programs, which has positioned the company to meet its implemented and future growth objectives post IPO. 54 Table of Contents Other income For the year ended December 31, 2024 2023 2022 2024 to 2023 2023 to 2022 S$ S$ S$ % change % change Total other income 176,540 265,208 441,341 -33 % -40 % Other operating income comprises predominantly government grants, and miscellaneous revenue.
As of the date of this report, the Company has 6 registered domain names. In addition to the current intellectual properties, the Company also earmarked 15 trademarks for various countries, 4 other patents as well as Graphical User Interface/Design Applications.
As of the date of this report, the Company has 12 registered domain names, of which 5 are active. In addition to the current intellectual properties in Singapore, the Company also filed for trademarks and patents across Australia, Hong Kong, and the United States of America.
Our total revenue for the year ended December 31, 2023 has decreased by S$1,823,244, or by 28%, from S$6,510,169 for the year ended December 31, 2022 to S$4,686,925 for the year ended December 31, 2023.
Our total revenue for the year ended December 31, 2024 has decreased by S$913,601, or by 19%, from S$4,686,925 for the year ended December 31, 2023 to S$3,773,324 for the year ended December 31, 2024. The decline in sales during 2024 can be attributed to delays in finalizing the details of awarded contracts with customers.
Removed
The Company faces increased cost of sales due to rising prices of labor and materials, squeezing margins and limiting investments in research and development. On the robotic hardware distribution front, the increase in cost of stock, logistics and key components has led to weaker margins amidst competition from other brands.
Added
Operating results Factors affecting our performance Inflationary pressure on costs Inflation, market uncertainties, currency fluctuations and interest rate factors have impacted SIMPPLE’s operations business-wide. The Company faces increased cost of sales due to rising prices of labor and materials, mandated system and compliance costs, data security and broad ranging professional fees.
Removed
With limited human capital moving into the facility management industry and rising costs of labor due to the Singapore progressive wage model (similar to minimum wage implementation), the facility management industry in Singapore is one of the fastest adopters of technology to mitigate tight labor challenges. Government support through grants also eases the cost of technology adoption, which encourages competition.
Added
Additionally, robotics and component hardware, distribution and mobilization, training and development costs has increased as we continue to diversify and expand the business globally. Various cost and investment factors have therefore led to weaker margins amidst growing competition and upfront costs to support large tender opportunities, often requiring long lead times to be awarded and mobilized.
Removed
However, the Singapore market remains small due to the geographic limitations and suits companies like SIMPPLE which performs R&D and product-market fit testing in an industry which embraces these technologies before exporting the tested solutions overseas.
Added
The contributions, experience, and connections that our partners can provide will directly impact the results of our operations and benefit our long-term sustainability.
Removed
Competition from industry players affecting our pricing and terms Apart from us, there are numerous robot equipment suppliers here in Singapore and the region, making the competition high in the robot equipment supply industry.
Added
An industry impacted by an ageing workforce and declining labor resources available to service the facilities sector, which is furthermore impacted by rising labor costs due to the Singapore’s progressive (minimum) wage policy, and ever-increasing compliance and related reporting demands, has seen a growing commitment to adopting technology solutions.
Removed
To compete against other manufacturers and to penetrate specific sectors, our pricing and terms will have to be fair and reasonable for us to gain a strong foothold in new market sectors, expanding our presence and customer base.
Added
Singapore, SIMPPLE’s home base and its various international business locations are maintaining positive momentum as industry seeks to implement innovative and sustainable practices that can deliver proven enterprise-wide efficiencies and related cost saving initiatives. Government support through grants has also created an affordable pathway to adopting technology-based solutions at a grassroots level.
Removed
Fluctuations in the cost of sales Freight charges and staff costs relating to our ECOBOT are one of the most significant components of our cost of sales. Therefore, shipping and staff costs will be determined by the demand for ECOBOT.
Added
Even though, the Singapore market remains limited due to its geography and market size, it has very much embraced companies like SIMPPLE who are locally based and have benefitted from Singapore’s global positioning as a strategic technology hub, while highly regarded as a business and development base, that continues to foster and invest in its innovative organizations.
Removed
Compared to 2022, 2023 saw a slight decline in demand as a large number of major facilities management contracts, which are typically on 2-to-5-year cycles, and which were previously held back due to the COVID-19 pandemic, were already awarded over the years 2021 and 2022.
Added
Competition from industry players affecting our pricing and terms Although SIMPPLE has established itself as a proven market leader with significant market share in Singapore, it has since looked beyond Singapore to expand internationally. This expansion and diversification strategy has been initiated to broaden opportunities outside of Singapore’s highly competitive and geographically limited marketplace.
Removed
Despite these headwinds, the Company in 2023 secured a project from SMRT Corporation Ltd, Singapore’s pioneer rail operator for the supply of robotics and software for a duration of five years to 2028, valued at approximately S$3,300,000.
Added
As a provider of end-to-end technology solutions, SIMPPLE has uniquely positioned itself to service both small and enterprise-wide businesses with inhouse developed and supported expertise. This capability is underpinned by established supply chain partnerships, that offer competitive terms, generally advantages to our business and growing client base.
Removed
This was due mainly to the decrease in revenue for the year 2023 from 2022. Total gross profit margin remained relatively unchanged for the year ended December 31, 2023 and 2022, falling 3.6% from 55.3% for the year ended December 31, 2022 to 52.1% for the year ended December 31, 2022.
Added
However, as robotics, innovative technologies and software solutions grow in demand, so do relevant options and the ever-increasing need to offer unique market leading alternatives. As such we have diversified our robotics offering and expanded software solutions to remain ahead of our competition.
Removed
Other income For the year ended December 31, 2023 2022 2021 2023 to 2022 2023 to 2022 S$ S$ S$ % change % change Total other income 265,208 441,341 390,013 -40 % 13 % 42 Table of Contents Other operating income comprise predominantly government grants, one-off gains on the sale of fixed assets and miscellaneous revenue.
Added
Fluctuations in the cost of sales Increased costs including but not limited to labor, robotics, parts, freight and data storage etc. have all contributed to a variable cost base additionally impacted by currency fluctuations and increased insurance costs. Competitive tendering of large contracts requires significant upfront investment and capital outlay requiring longer term amortization before maximizing contribution margin.
Removed
This increase reflected the inflationary interest rate environment in 2023 as well as higher interest rate, short term borrowings which the Company employed to cover working capital requirements over the year.
Added
Additionally, SIMPPLE’s international growth strategy, has required an upfront investment to build brand awareness and market credentials.
Removed
In 2022, a substantial amount of tax expense relates to the adjustment of under provisioned taxation in respect to its prior year. 43 Table of Contents B. Liquidity and capital resources Our liquidity and capital resources are vital to support our ongoing operations, strategic initiatives, and growth objectives. As of December 31, 2023, we had S$1,187,459 in cash, cash equivalents.
Added
These delays prevented many deals from being concluded within the expected timeframe, causing them to carry over into 2025. As a result, the anticipated revenue for 2024 was significantly impacted, leading to lower-than-expected sales performance.
Removed
We cannot assure you when or if a patent will be issued to us. The Company also developed its own proprietary Singapore patent-pending autonomic intelligence engine, SIMPPLE.AI, that powers SIMPPLE Software and PLUS to provide real-time facilities management (“FM”) services in a quicker, cheaper and more sustainable way.
Added
This shift in the sales timeline has created a gap in the company’s financial results for the year, pushing much of the expected growth into the next financial period.
Added
This decline can be attributed to an increase in freight charges and related cost of goods, including parts and manufacturing costs in the development of SIMPPLE’s multipurpose robots, yet to be fully commercialized. However, despite the slight drop in gross profit, the overall gross profit margin improved by 7.8%, rising from 52.1% in 2023 to 59.9% in 2024.
Added
This increase was driven by the sale of a wider variety of products in 2024, which allowed for higher profit margins, even with the added freight costs.
Added
This decrease was mainly due to the diminished interest from repayments made over the year resulting in the full settlement of certain working capital loans during the year.
Added
This was mainly due to an overprovision for income tax made in prior years which was reversed through the utilization of the Group’s losses. 55 Table of Contents B. Liquidity and capital resources Our liquidity and capital resources are vital to support our ongoing operations, strategic initiatives, and growth objectives.
Added
These may include debt refinancing, equity offerings, strategic partnerships, or asset divestitures, among others.
Added
These applications are still in the process of getting awarded by the relevant trademark offices and patent authorities in each country. The Company plans to continue to build its intellectual property portfolio and have earmarked trademarks and patent filings in Malaysia, Thailand, New Zealand, and the Middle East.

Item 6. [Reserved]

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

33 edited+5 added−10 removed34 unchanged
Compensation Committee. Our compensation committee consists of Mr. Chua Yeow Tong, Mr. Guo Longjin and Mr. Tang Shaun Youwei and is chaired by Mr. Guo Longjin. We have determined that each member of our Compensation Committee will satisfy the “independence” requirements of Rule5605(c)(2) of the Listing Rules of the Nasdaq.
Our compensation committee consists of Mr. Chua Yeow Tong, Mr. Guo Longjin and Mr. Tang Shaun Youwei and is chaired by Mr. Guo Longjin. We have determined that each member of our Compensation Committee will satisfy the “independence” requirements of Rule5605(c)(2) of the Listing Rules of the Nasdaq.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our Executive Officers and Directors. C. Board Practices. Our Board of Directors consists of five Directors, three of whom independent Directors. A director is not required to hold any shares in our Company to qualify to serve as a director.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our Executive Officers and Directors. C. Board Practices. Our Board of Directors consists of five Directors, three of whom are independent Directors. A director is not required to hold any shares in our Company to qualify to serve as a director.
The Audit Committee is responsible for, among other things: 49 Table of Contents • reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; • approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually; • reviewing with the Independent Registered Public Accounting Firm any audit problems or difficulties and management’s response; • discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; • reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; • discussing the annual audited financial statements with management and the Independent Registered Public Accounting Firm; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; • approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; • establishing and overseeing procedures for the handling of complaints and whistleblowing; and • meeting separately and periodically with management and the Independent Registered Public Accounting Firm.
The Audit Committee is responsible for, among other things: ● reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually; ● reviewing with the Independent Registered Public Accounting Firm any audit problems or difficulties and management’s response; ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the Independent Registered Public Accounting Firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● establishing and overseeing procedures for the handling of complaints and whistleblowing; and ● meeting separately and periodically with management and the Independent Registered Public Accounting Firm. 62 Table of Contents Compensation Committee.
If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy. 53 Table of Contents
If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy. 66 Table of Contents
Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the plan or the relevant award agreement or otherwise determined by the Compensation Committee, such as transfers by will or the laws of descent and distribution.
Awards may not be transferred in any manner by the participant other than in accordance with the exceptions provided in the plan or the relevant award agreement or otherwise determined by the Compensation Committee, such as transfers by will or the laws of descent and distribution. Termination and Amendment of the Plan.
SCHROEDER Norman has been our Chief Executive Officer and executive director since February 1, 2024. He previously served as our independent director since December 1, 2022. Mr. Schroeder has had over 8 years of experience in the facilities management industry. Mr.
SCHROEDER Norman has been our Chief Executive Officer and executive director since February 1, 2024. He previously served as our independent director since December 1, 2022. Mr. Schroeder has had over 30 years of experience in the facilities management and aviation industry. Mr.
Clawback Policy On December 1, 2023, our board of directors adopted a clawback policy (the "Clawback Policy") permitting the Company to seek the recoupment of incentive compensation received by any of the Company's current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the "Covered Executives").
Clawback Policy On December 1, 2023, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recoupment of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).
Guo holds a Bachelor of Laws (Honours 2nd Upper Class) from the National University of Singapore and a Master of Business Administration (Dean’s List) from Singapore Management University. In March 2023, he completed an Executive Master of Public Administration in Chinese at Nanyang Technological University, supported by the Temasek Scholarship. Mr.
Guo holds a Bachelor of Laws (Honours 2nd Upper Class) from the National University of Singapore and a Master of Business Administration (Dean ’ s List) from Singapore Management University. In March 2023, he completed an Executive Master of Public Administration in Chinese at Nanyang Technological University, supported by the Temasek Scholarship. Mr.
We have adopted a charter for each of the three committees upon the SEC’s declaration of effectiveness of our registration statement on Form F-1 (File No. 333- 271067) originally filed with the Securities and Exchange Commission on April 3, 2023, as amended. Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Mr.
We have adopted a charter for each of the three committees upon the SEC’s declaration of effectiveness of our registration statement on Form F-1 (File No. 333- 271067) originally filed with the Securities and Exchange Commission on April 3, 2023, as amended. Each committee’s members and functions are described below. 61 Table of Contents Audit Committee.
Family Relationships Save as disclosed above, none of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. 48 Table of Contents B. Compensation.
Family Relationships Save as disclosed above, none of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. B. Compensation.
For the years ended December 31, 2023, 2022 and 2021, we paid an aggregate of approximately $707,000 (S$933,000), approximately $353,000 (S$473,000), and approximately $264,000 (S$357,000) respectively in cash and benefits in-kind granted to or accrued on behalf of all of our Directors and members of senior management for their services, in all capacities, and we did not pay any additional compensation to our Directors and members of senior management.
For the years ended December 31, 2024, 2023 and 2022, we paid an aggregate of approximately $621,000 (S$826,000), approximately $707,000 (S$933,000), and approximately $353,000 (S$473,000) respectively in cash and benefits in-kind granted to or accrued on behalf of all of our Directors and members of senior management for their services, in all capacities, and we did not pay any additional compensation to our Directors and members of senior management.
Guo's professional journey includes experience as both a corporate and finance lawyer, as well as a litigation practitioner. This diverse legal background equips him with a comprehensive understanding of legal intricacies in various business contexts. Mr.
Guo ’ s professional journey includes experience as both a corporate and finance lawyer, as well as a litigation practitioner. This diverse legal background equips him with a comprehensive understanding of legal intricacies in various business contexts. Mr.
Termination and Amendment of the Plan The Plan will terminate on the 10-year anniversary of its adoption by the Board. Outstanding Equity Awards at Fiscal Year-End As of December 31, 2023 and December 31, 2022, we had no outstanding equity awards. D. Employees.
The Plan will terminate on the 10-year anniversary of its adoption by the Board. Outstanding Equity Awards at Fiscal Year-End As of December 31, 2024 and December 31, 2023, we had no outstanding equity awards. D. Employees.
Soo is a graduate of the National University of Singapore (2011-2015), where he received a Bachelor of Information Degree. He also attended Ngee Ann Polytechnic (2006-2009) where he received a Diploma of Information Technology with a specialization in software engineering. Mr. Soo is a shareholder of Mains d’Or, our Controlling Shareholder.
Soo is a graduate of the National University of Singapore (2011-2015), where he received a Bachelor of Information Degree. He also attended Ngee Ann Polytechnic (2006-2009) where he received a Diploma of Information Technology with a specialization in software engineering. Mr. Soo is a shareholder of Mains d’Or, a major shareholder in SIMPPLE Ltd.
Pat received a Bachelor of Business Management from the University of Birmingham in 2011. Mr. Pat is a shareholder of Mains d’Or, our Controlling Shareholder. Mr. SOO Qikai has been our Chief Technology Officer of IFSC Pte. Ltd. since 2020. He is responsible for developing, implementing, managing and evaluating our technology resources. Mr.
Pat received a Bachelor of Business Management from the University of Birmingham in 2011. Mr. Pat is a shareholder of Mains d’Or, a major shareholder in SIMPPLE Ltd. 60 Table of Contents Mr. SOO Qikai has been our Chief Technology Officer of IFSC Pte. Ltd. since 2020. He is responsible for developing, implementing, managing and evaluating our technology resources. Mr.
The Nominating and Corporate Governance Committee is responsible for, among other things: 50 Table of Contents • recommending nominees to the Board for election or re-election to the Board, or for appointment to fill any vacancy on the Board; • reviewing annually with the Board the current composition of the Board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; • developing and recommending to our Board such policies and procedures with respect to nomination or appointment of members of our Board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; • selecting and recommending to the Board the names of Directors to serve as members of the Audit Committee and the Compensation Committee, as well as of the Nominating and Corporate Governance Committee itself; and • evaluating the performance and effectiveness of the Board as a whole.
The Nominating and Corporate Governance Committee is responsible for, among other things: ● recommending nominees to the Board for election or re-election to the Board, or for appointment to fill any vacancy on the Board; ● reviewing annually with the Board the current composition of the Board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; ● developing and recommending to our Board such policies and procedures with respect to nomination or appointment of members of our Board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; ● selecting and recommending to the Board the names of Directors to serve as members of the Audit Committee and the Compensation Committee, as well as of the Nominating and Corporate Governance Committee itself; and ● evaluating the performance and effectiveness of the Board as a whole. 63 Table of Contents Foreign Private Issuer Exemption We are a “foreign private issuer,” as defined by the SEC.
As of December 31, 2023, our Group had a workforce of 56 individuals, comprising employees and interns who are located within our offices at 71 Ayer Rajah Crescent in Singapore or who work remotely in Australia. E. Share Ownership.
As of December 31, 2024, our Group had a workforce of 35 individuals, comprising employees who are located within our offices at 71 Ayer Rajah Crescent in Singapore or who work remotely in Australia. E. Share Ownership.
SOO Qikai is deemed to beneficially own 296,244 Shares held through Mains d’Or Investments Limited and IFSC Founders Pte. Ltd. The mailing address for Mr. SOO is Blk 336 Bukit Batok St 32, #03-291 Singapore 650336. F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
SOO Qikai is deemed to beneficially own 377,365 Shares held through Mains d’Or Investments Limited.. The mailing address for Mr. SOO is Blk 336 Bukit Batok St 32, #03-291 Singapore 650336. F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
Name Age Position SCHROEDER Norman 61 Chief Executive Officer and Executive Director BROMHA Sovik 58 Chief Financial Officer LEE Kelvin Soon Sze 49 Chairman and Executive Director CHUA Yeow Tong Clement 49 Independent Director GUO Longjin 39 Independent Director TANG Shaun Youwei 40 Independent Director PAT Kah Kit Daryl 36 Chief Operating Officer SOO Qi Kai 35 Chief Technology Officer The business and working experience and areas of responsibility of our Directors and Executive Officers are set out below: Mr.
Name Age Position SCHROEDER Norman 63 Chief Executive Officer and Executive Director GOH Gary Yean Seng 41 Chief Financial Officer LEE Kelvin Soon Sze 50 Chairman and Executive Director CHUA Yeow Tong Clement 50 Independent Director GUO Longjin 40 Independent Director TANG Shaun Youwei 41 Independent Director PAT Kah Kit Daryl 37 Chief Operating Officer SOO Qi Kai 36 Chief Technology Officer The business and working experience and areas of responsibility of our Directors and Executive Officers are set out below: Mr.
Schroeder has been a national operations manager at Gate Gourmet, and from 1990 to 1997 Mr. Schroeder has been an operations manager at Cathay Pacific Airways. Mr Schroeder completed higher school certificate level education from Fachhonschule Hamburg in 1981. Mr. BROMHA Sovik has been our Chief Financial Officer since March 1, 2024.
Schroeder has been a national operations manager at Gate Gourmet, and from 1990 to 1997 Mr. Schroeder has been an operations manager at Cathay Pacific Airways. Mr Schroeder completed higher school certificate level education from Fachhonschule Hamburg in 1981. Mr. Goh Gary Yean Seng has been our Chief Financial Officer since January 22, 2025. Mr.
Foreign Private Issuer Exemption We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards.
As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards.
Chua Yeow Tong, Mr. Guo Longjin and Mr. Tang Shaun Youwei and is chaired by Mr. Tang Shaun Youwei.
Our audit committee consists of Mr. Chua Yeow Tong, Mr. Guo Longjin and Mr. Tang Shaun Youwei and is chaired by Mr. Tang Shaun Youwei.
He was a software consultant since 2000 and had been taking on different roles in the software services industry including business consultant, project manager, practice manager, and the Managing Director of a Nasdaq listed company Ness Technologies in Asia Pacific.
Chua started his career in the software services industry after graduating from Monash University in 1997 with a Bachelor’s degree. He was a software consultant since 2000 and had been taking on different roles in the software services industry including business consultant, project manager, practice manager, and the Managing Director of a Nasdaq listed company Ness Technologies in Asia Pacific.
Chua has been a director and SEA practice leader at Deloitte Singapore Pte Ltd, since 2018, and director of The Boat Shop Pte Ltd, a company dealing with pleasure craft licensing and chartering, since 2013. Mr. Chua started his career in the software services industry after graduating from Monash University in 1997 with a Bachelor’s degree.
Chua has had over 25 years of experience in the software and services industry. Mr. Chua has been a director and SEA practice leader at Deloitte Singapore Pte Ltd, since 2018, and director of The Boat Shop Pte Ltd, a company dealing with pleasure craft licensing and chartering, since 2013. Mr.
PAT Kah Kit Daryl is deemed to beneficially own 394,992 Shares held through Mains d’Or Investments Limited and IFSC Founders Pte. Ltd. The mailing address for Mr. PAT is 130A Hillview Ave, #09-02 Singapore 669609. (11) Mr. SOO Qikai owns 3.16% of Mains d’Or Investments Limited and 2.96% indirect interest in IFSC Founders Pte. Ltd. As such, Mr.
PAT Kah Kit Daryl is deemed to beneficially own 503,153 Shares held through Mains d’Or Investments Limited.. The mailing address for Mr. PAT is 130A Hillview Ave, #09-02 Singapore 669609. (7) Mr. SOO Qikai owns 1.33% indirect interest of the outstanding shares of SIMPPLE LTD. As such, Mr.
LEE Kelvin Soon Sze owns 12.69% of Mains d’Or Investments Limited and 11.90% indirect interest in IFSC Founders Pte. Ltd. As such, Mr. LEE Kelvin Soon Sze is deemed to beneficially own 1,188,913 Shares held through Mains d’Or Investments Limited and IFSC Founders Pte. Ltd. The mailing address for Mr. Lee is 353 Woodlands Avenue 1, #11-450, Singapore 730353.
LEE Kelvin Soon Sze is deemed to beneficially own 1,514,472 Shares held through Mains d’Or Investments Limited.The mailing address for Mr. Lee is 353 Woodlands Avenue 1, #11-450, Singapore 730353. (6) Mr. PAT Kah Kit Daryl owns 1.78% indirect interest of the outstanding shares of SIMPPLE LTD. As such, Mr.
(2) Mains d’Or Investments Limited owns 3,267 Shares directly and 9,365,625 Shares through IFSC Founders Pte. Ltd. of the outstanding shares of SIMPPLE LTD. The registered address for Mains d’Or Investments Limited is Intershore Chambers, Road Town, Tortola, British Virgin Islands. (3) IFSC Founders Pte.
(2) Mains d’Or Investments Limited owns 3,323,246 Shares directly of the outstanding shares of SIMPPLE LTD. The registered address for Mains d’Or Investments Limited is Intershore Chambers, Road Town, Tortola, British Virgin Islands. (3) Mr. POO Chong Hee owns 1,312,424 Shares directly of the outstanding shares of SIMPPLE LTD. The mailing address for Mr.
POO Chong Hee is deemed to beneficially own 1,972,339 Shares held through Mains d’Or Investments Limited and IFSC Founders Pte. Ltd. The mailing address for Mr. POO is 59 Meyer Road, #22-14 The Seafront on Meyer, Singapore 437880. (6) Mr. CHONG Jiexiang Aloysius owns 7.78% of Mains d’Or Investments Limited and 6.25% direct interest in IFSC Founders Pte. Ltd..
POO is 59 Meyer Road, #22-14 The Seafront on Meyer, Singapore 437880. (4) Mr. CHONG Jiexiang Aloysius owns 628,125 Shares directly of the outstanding shares of SIMPPLE LTD and 3.28% indirect interest of the outstanding shares of SIMPPLE LTD. As such, Mr. CHONG Jiexiang Aloysius is deemed to beneficially own 928,256 Shares held through Mains d’Or Investments Limited.
Although we are permitted to follow certain corporate governance rules that conform to Singapore requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders 51 Table of Contents Equity Compensation Plan Information 2023 Share Incentive Plan The Company approved the SIMPPLE Ltd. 2023 Omnibus Equity Incentive Plan on March 31, 2023, which we refer to as the Plan in this Report, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants, and promote the success of our business.
See Risk Factors – “We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.” for more information. 64 Table of Contents Equity Compensation Plan Information 2023 Share Incentive Plan The Company approved the SIMPPLE Ltd. 2023 Omnibus Equity Incentive Plan on March 31, 2023, which we refer to as the Plan in this Report, to attract and retain the best available personnel, provide additional incentives to employees, directors and consultants, and promote the success of our business.
Lee’s extensive experience in commercial strategy planning makes him a valuable addition to our Board. 47 Table of Contents Mr. CHUA Yeow Tong Clement has been our independent director since December 1, 2022. Mr. Chua has had over 25 years of experience in the software and services industry. Mr.
Lee is a shareholder of Mains d’Or, a major shareholder in SIMPPLE Ltd. Mr. Lee received a Bachelor of Computing from Monash University in 1997. We believe that Mr. Lee’s extensive experience in commercial strategy planning makes him a valuable addition to our Board. Mr. CHUA Yeow Tong Clement has been our independent director since December 1, 2022. Mr.
If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.
If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. We plan to rely on home country practice in lieu of Nasdaq’s Capital Market’s corporate governance requirements to hold an annual meeting from 2024 onwards.
As such, Mr. CHONG Jiexiang Aloysius is deemed to beneficially own 1,353,087 Shares held through Mains d’Or Investments Limited and IFSC Founders Pte. Ltd. The mailing address for Mr. CHONG is 551 Ang Mo Kio Avenue 2, Horizon Gardens, Singapore 567931. (7) Mr.
The mailing address for Mr. CHONG is 551 Ang Mo Kio Avenue 2, Horizon Gardens, Singapore 567931. (5) Mr. LEE Kelvin Soon Sze owns 1 Shares directly of the outstanding shares of SIMPPLE LTD and 5.35% indirect interest of the outstanding shares of SIMPPLE LTD. As such, Mr.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws. 52 Table of Contents Shares Beneficially Owned Name of Beneficial Owners (1) Number % 5% Shareholders Mains d’Or Investments Limited (2) 9,368,892 57.74 % IFSC Founders Pte. Ltd.
Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws. 65 Table of Contents Shares Beneficially Owned Name of Beneficial Owners (1) Number* % 5% Shareholders Mains d’Or Investments Limited (2) 3,323,246 11.74 % POO Chong Hee (3) 1,312,424 4.64 % CHONG Jiexiang Aloysius (4) 1,556,381 5.50 % LEE Kelvin Soon Sze (5) 1,514,572 5.35 % Directors and Executive Officers(1): LEE Kelvin Soon Sze (4) 1,514,572 5.35 % PAT Kah Kit Daryl (6) 503,153 1.78 % SOO Qikai (7) 377,365 1.33 % * Based on authorized share capital of 500,000,000 Ordinary Shares, par value $0.0001 per share before the reverse stock split exercise, including the notes below.
Removed
Mr Bromha has over 35 years of experience in the finance industry. From June 2023 to February 2024, Mr. Bromha has been the CFO of JobShine Pte Ltd, a Singapore-based job portal, and the COO of Jozef Pte Limited , a Financial Consultancy Company where he managed company operations and assisted the CEO on international expansion strategies.
Added
Goh has over 15 years’ experience in the finance and accounting industry. Prior to his appointment as CFO of the Company, Mr.
Removed
From 2021 to 2023 Mr. Bromha was Consulting Advisor at Humetis Solutions LLP. From 2013 to 2021, Mr. Bromha was Director of Finance at Red Hat India Pvt. Ltd. From 2011 to 2013, Mr. Bromha was a Budget Controller at Newtel Corporation, a subsidiary of Spice Group of India based in Bangkok, Thailand, where he served the CFO.
Added
Goh founded a public accounting firm in September, 2014, GYSG Group (“GYSG”), which provides professional services in audit and assurance, accounting, tax advisory-compliance, corporate secretary services and corporate advisory services to a wide range of industries, including technology, retail, maritime, construction and manufacturing sectors. From 2010 to 2014, Mr.
Removed
From 2006 to 2010 he was the Vice President of Finance (APAC) in Ness Global Services Pte Ltd. based in Singapore. From 1988 through to 2006, Mr. Bromha worked at NIIT Limited, where he was working as Manager Accounts. He worked as Manager Accounts from 1988 to 1997 in India.
Added
Goh was an Engagement Manager at KPMG where he performed audit works for multi-national corporations, listed companies, and government-linked companies. Mr. Goh graduated with a Bachelor of Mechanical Engineering from the National University of Singapore in 2008 and Bachelor of Applied Accounting from Oxford Brookes University in 2009. Mr.
Removed
Then from 1997 to 2001 as Manager IT Business Operations in Hongkong, People’s Republic of China & Mauritius managing NIIT TVE Limited, a joint venture company. Then from 2001 to 2006, he worked as Regional Manager in IT Business Operations of NIIT Limited in Malaysia. Mr.
Added
Goh also currently holds multiple qualifications including Chartered Valuer and Appraiser (CVA), ISCA Financial Forensic Accounting, and Public Accountant. He is also a registered member at ISCA, ACCA, and SIATP. 59 Table of Contents Mr. LEE Kelvin Soon Sze has been our executive director since our inception. Mr.
Removed
Bromha Graduated with a Bachelor of Commerce (Hons.) from University of Calcutta in 1985, and a Master of Business Administration (Finance) from Amity University, India in 2009. Mr. LEE Kelvin Soon Sze has been our executive director since our inception. Mr. Lee has been the Chief Commercial Officer of WIS Holdings Pte.
Added
The total shares after the reverse stock split is approximately 3,539,790. The total actual shares after the reverse stock split will be provided by the transfer agent (1) Unless otherwise noted, the business address of each of the following entities or individuals is 71 Ayer Rajah Crescent #03-07 Singapore 139951.
Removed
Ltd., a facilities services firm, since July 2015, where he is responsible for commercial strategy planning, as well as provision of technology advice. Mr. Lee is a shareholder of Mains d’Or, our Controlling Shareholder. Mr. Lee received a Bachelor of Computing from Monash University in 1997. We believe that Mr.
Removed
(3) 9,990,000 61.57 % SEAH Wei Quan (4) 2,770,756 17.08 % POO Chong Hee (5) 1,972,339 12.16 % CHONG Jiexiang Aloysius (3)(6) 1,353,087 8.34 % LEE Kelvin Soon Sze (7) 1,188,913 7.33 % LOA Wei Lun Eugene (8) 741,254 4.57 % CHEN Mengqi (9) 638,509 3.94 % Directors and Executive Officers(1): LEE Kelvin Soon Sze (7) 1,188,913 7.33 % PAT Kah Kit Daryl (10) 394,992 2.43 % SOO Qikai (11) 296,244 1.83 % ___________ (1) Unless otherwise noted, the business address of each of the following entities or individuals is 71 Ayer Rajah Crescent #03-07 Singapore 139951.
Removed
Ltd. is owned by CHONG Jiexiang Aloysius and Mains d’Or Investments Limited which hold 6.25% and 93.75%, respectively, of the outstanding shares of IFSC Founders Pte. Ltd. (4) Mr. SEAH Wei Quan owns 29.57% of Mains d’Or Investments Limited and 27.73% indirect interest in IFSC Founders Pte. Ltd. As such, Mr.
Removed
SEAH Wei Quan is deemed to beneficially own 2,770,756 Shares held through Mains d’Or Investments Limited and IFSC Founders Pte. Ltd. The mailing address for Mr. SEAH is 526D Pasir Ris Street 51, #09-549, Singapore 514526. (5) Mr. POO Chong Hee owns 21.05% of Mains d’Or Investments Limited and 19.74% indirect interest in IFSC Founders Pte. Ltd. As such, Mr.
Removed
(8) Mr. LOA Wei Lun Eugene’s mailing address is 55 Pasir Ris Dr 1, #07-02 Singapore 519530. (9) Mr. CHEN Mengqi’s mailing address is 55 Jalan Asas, Singapore 678815. (10) Mr. PAT Kah Kit Daryl owns 4.22% of Mains d’Or Investments Limited and 3.95% indirect interest in IFSC Founders Pte. Ltd. As such, Mr.

Item 7. Management's Discussion & Analysis

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

7 edited+1 added−4 removed6 unchanged
All contracts for these purchases were negotiated at arms-length as there are robust procurement policies and segregation of duties policies in place. 54 Table of Contents Bank Facilities and Personal and Corporate Guarantees Our Company and its subsidiaries have entered into bank facilities to finance their operations from time to time.
All contracts for these purchases were negotiated at arms-length as there are robust procurement policies and segregation of duties policies in place. 67 Table of Contents Bank Facilities and Personal and Corporate Guarantees Our Company and its subsidiaries have entered into bank facilities to finance their operations from time to time.
This facility was drawn down in June 2020 and will mature in November 2025. Poo Chong Hee, an indirect shareholder of the Company, provided a personal guarantee to the Lender, and Campaign Complete Solutions Pte. Ltd. (fully owned by WIS Holdings Pte. Ltd. as at December 31, 2023) and WIS Holdings Pte. Ltd.
This facility was drawn down in June 2020 and will mature in November 2025. Poo Chong Hee, a shareholder of the Company, provided a personal guarantee to the Lender, and Campaign Complete Solutions Pte. Ltd. (fully owned by WIS Holdings Pte. Ltd. as at December 31, 2024) and WIS Holdings Pte. Ltd.
CHONG Jiexiang Aloysius, our Chief Executive Officer during the relevant period, received a salary of approximately US$190,000 in 2023, US$123,000 in 2022 and US$104,000 in 2021.
CHONG Jiexiang Aloysius, our Chief Executive Officer during the relevant period, received a salary of approximately US$149,000 in 2024, US$190,000 in 2023 and US$123,000 in 2022.
Related Party Transactions with Subsidiaries The table below sets forth the major related parties and their relationships with the Company as of December 31, 2023, 2022 and 2021: Name of related parties Relationship with the Company Transaction Transaction Amount 2021 (S$) 2022 (S$) 2022 (US$) 2023 (US$) WIS Holdings Pte.
Related Party Transactions with Subsidiaries The table below sets forth the major related parties and their relationships with the Company as of December 31, 2024, 2023 and 2022: Name of related parties Relationship with the Company Transaction Transaction Amount 2022(S$) 2023(S$) 2024 (S$) 2024 (US$) Weishen Industrial Services Pte. Ltd.(1) Subsidiary of WIS Holdings Pte. Ltd.
The aggregate value of all revenue received by IFSC from Weishen for products and services was S$1,122,695 in 2021, S$3,211,834 in 2022 and S$425,981 in 2023.
The aggregate value of all revenue received by IFSC from Weishen for products and services was S$3,211,834 in 2022, S$425,981 in 2023 and S$483,083 in 2024.
(where Poo Chong Hee is a direct substantial shareholder as at December 31, 2023) provided corporate guarantees to the Lender in connection with this facility. The unpaid balance against these guarantees is approximately $997,000 (S$1.28 million) as at December 31, 2023.
(where Poo Chong Hee is a direct substantial shareholder as at December 31, 2024) provided corporate guarantees to the Lender in connection with this facility. The unpaid balance against these guarantees is approximately $381,159 (S$520,740) as at December 31, 2024.
Where software services under SIMPPLE Ecosystem were supplied, revenue was recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.
The SIMPPLE Ecosystem was utilized by Weishen as an integrated technology solution to serve Weishen’s end clients. Where software services under SIMPPLE Ecosystem were supplied, revenue was recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.
Removed
Ltd. 1 A common shareholder of Mains d’Or Investments Limited Sale of investment in an unlisted equity to WIS Holdings Pte. Ltd. 250,000 - - - Weishen Industrial Services Pte. Ltd. 2 Subsidiary of WIS Holdings Pte. Ltd. Sales of Robots and Software to Weishen Industrial Services Pte.
Added
Sales of Robots and Software to Weishen Industrial Services Pte. Ltd. 3,211,834 425,981 483,083 353,596 Poo Chong Hee Beneficial owner Loan to Simpple Ltd. - - 100,000 73,196 1) IFSC (and its subsidiary Gaussian Robotics Pte. Ltd.) supplies the SIMPPLE Ecosystem products and services to Weishen. Weishen is a wholly owned subsidiary of WIS Holdings Pte. Ltd. (“WIS”).
Removed
Ltd. 1,122,695 3,211,834 425,981 322,884 __________ 1) IFSC acquired a minority stake in Sensorla in 2019, an IOT device service provider, which complemented IFSC’s product line at that time. Sensorla’s products were mainly sold to Weishen Industrial Services Pte. Ltd. (“Weishen”), a cleaning services company of which Mr.
Removed
Poo Chong Hee (a beneficial owner of 12.16% of our Shares) is a director. Weishen is a wholly owned subsidiary of WIS Holdings Pte. Ltd. (“WIS”). Sensorla sold products to Weishen as an integrated technology solution to serve Weishen’s end clients. In 2021, WIS purchased IFSC’s stake in Sensorla for S$250,000. 2) IFSC (and its subsidiary Gaussian Robotics Pte.
Removed
Ltd.) supplies the SIMPPLE Ecosystem products and services to Weishen. Weishen is a wholly owned subsidiary of WIS Holdings Pte. Ltd. (“WIS”). The SIMPPLE Ecosystem was utilized by Weishen as an integrated technology solution to serve Weishen’s end clients.

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