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Uni-Fuels Holdings Ltd

Uni-Fuels Holdings LtdUFG财报

Nasdaq

Uni-Fuels Holdings Ltd is an Australian energy company focused on the distribution and retail of petroleum products including gasoline, diesel and marine fuels, serving consumer, commercial and industrial clients across Oceania, with a network of retail fuel stations and bulk fuel supply infrastructure.

What changed in Uni-Fuels Holdings Ltd's 20-F — 2024 vs 2025

Top changes in Uni-Fuels Holdings Ltd's 2025 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We source marine fuels from a limited number of third-party vendors, and the loss of any of these vendors would negatively impact our business. We did not enter into any long-term written agreements or supply contracts with our vendors for the years ended December 31, 2024, 2023 and 2022.
We source marine fuels from a limited number of third-party vendors, and the loss of any of these vendors would negatively impact our business. We did not enter into any long-term written agreements or supply contracts with our vendors for the years ended December 31, 2025, 2024 and 2023.
If such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected. Risks Related to Doing Business in Singapore We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.
If such an attack or act of terrorism were to occur, our operations and financial results could be adversely affected. Risks Related to Doing Business in Singapore and the United Arab Emirates We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.
Based upon that evaluation, our management has concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective as our management has identified the following “material weaknesses” in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies.
Based upon that evaluation, our management has concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective as our management has identified the following “material weaknesses” in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies.
Although we do not enter into written agreements or supply contracts, we source marine fuels from a limited number of third-party vendors. For the year ended December 31, 2024, one vendor accounted for 10% or more of the Group’s cost of revenues.
Although we do not enter into written agreements or supply contracts, we source marine fuels from a limited number of third-party vendors. For the year ended December 31, 2025, one vendor accounted for 10% or more of the Group’s cost of revenues.
Each Class B Ordinary Share has ten votes per share, and our Class A Ordinary Shares, which are listed on Nasdaq, have one vote per share. Our Major Shareholders, which together hold 100% of our issued and outstanding Class B Ordinary Shares, own shares representing approximately 95.87% of the voting power of our outstanding Ordinary Shares.
Each Class B Ordinary Share has ten votes per share, and our Class A Ordinary Shares, which are listed on Nasdaq, have one vote per share. Our Major Shareholders, which together hold 100% of our issued and outstanding Class B Ordinary Shares, own shares representing approximately 95.85% of the voting power of our outstanding Ordinary Shares.
We are a “controlled company” as defined under the Nasdaq Stock Market listing rules because Koh Kuan Hua, through his wholly owned entity Garden City Private Capital Limited, own approximately 69.88% of our outstanding shares.
We are a “controlled company” as defined under the Nasdaq Stock Market listing rules because Koh Kuan Hua, through his wholly owned entity Garden City Private Capital Limited, own approximately 69.77% of our outstanding shares.
Any adverse material changes to the Singapore market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition.
Any adverse material changes to the Singapore and the United Arab Emirates market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition.
We rely on credit arrangements with financial institutions and suppliers as a significant source of liquidity for our working capital requirements beyond our operating cash flow. Our principal sources of liquidity to finance our day-to-day operations are from the financing provided by a financing institution, our Major Shareholders and cashflow from operating activities.
We rely on credit arrangements with financial institutions and suppliers as a significant source of liquidity for our working capital requirements beyond our operating cash flow. Our principal sources of liquidity to finance our day-to-day operations are from the financing provided by a financing institution, short-term commercial paper issuances and cashflow from operating activities.
As of December 31, 2023, there was one customer whose receivables accounted for 10% or more of our total balances of accounts receivable and it accounted for approximately 15% of the total balances of receivables from customers.
As of December 31, 2023, there was one customer whose receivables accounted for 10% or more of our total balances of accounts receivable and it accounted for approximately 15% of the total balances of receivables from customers. The aforementioned single customer from 2024 was not the same single customer from 2023.
Our Major Shareholders beneficially own 69.88% of our outstanding Shares, representing 95.87% of our total voting power in the aggregate.
Our Major Shareholders beneficially own 69.77% of our outstanding Shares, representing 95.85% of our total voting power in the aggregate.
We are subject to risks associated with operating in the rapidly evolving Southeast Asia, and we might therefore be exposed to various risks inherent in operating and investing in the region.
We are subject to risks associated with operating in the rapidly evolving markets where we maintain operations, including Southeast Asia and the Middle East, and we might therefore be exposed to various risks inherent in operating and investing in the region.
For example, if the ports in certain Southeast Asia regions do not operate, no orders will be received from customers with vessels based in those ports, which could affect our revenue; and ● political changes may lead to changes in the business, legal and regulatory environments in which we operate.
For example, if ports in Singapore, Dubai or other regions where we operate do not function, orders from customers with vessels based in those ports may not be received, which could affect our revenue; and ● political changes may lead to changes in the business, legal and regulatory environments in which we operate.
For the years ended December 31, 2024, 2023 and December 31, 2022, the Company recorded net income of US$171,597, US$1,211,787 and US$1,977,132, respectively.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded net loss of US$1,750,660, net income of US$171,597 and net income of US$1,211,787, respectively.
Cost of revenues charged by the vendor for the year ended December 31, 2023 represented 13% of the Group’s cost of revenues for that year. For the year ended December 31, 2022, two vendors accounted for 10% or more of the Group’s cost of revenues.
Cost of revenues charged by the vendor for the year ended December 31, 2023 represented 13% of the Group’s cost of revenues for that year.
Our operations in Southeast Asia are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following: ● currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; ● the effects of inflation within Southeast Asia generally and/or within any specific country in which we operate may increase our cost of operations; ● health epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our services.
Our operations through our headquarters in Singapore and subsidiaries/branches in Singapore, Seoul, Dubai, Shanghai, Limassol and Bangkok (with revenue currently generated primarily from Singapore and Dubai) will be subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following: ● currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed; ● the effects of inflation in Singapore, Dubai or other jurisdictions where we operate may increase our cost of operations; ● health epidemics, pandemics or disease outbreaks (including the COVID-19 outbreak) may affect our operations and demand for our services.
During the fiscal years ended December 31, 2024 and December 31, 2023, 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 incident, may adversely affect our business, financial condition, results of operations and prospects.
Any adverse circumstances affecting the Singapore and the United Arab Emirates markets, such as an economic recession, epidemic outbreak or natural disaster or other adverse incident, may adversely affect our business, financial condition, results of operations and prospects.
We are a reseller and broker of marine fuels products based in Singapore and we source our marine fuels products from physical distributors located in different regions around the world.
We are a reseller and broker of marine fuels products headquartered in Singapore and our operations span Singapore, Seoul, Dubai, Shanghai, Limassol and Bangkok, with Singapore and Dubai serving as our primary revenue-generating centers. We source our marine fuels products from physical distributors located in different regions around the world.
We have obtained facilities from Bangkok Bank Public Company Limited Singapore Branch with an aggregate limit of US$1,500,000. As of December 31, 2024 and December 31, 2023, only the trade financing facilities were drawn down, which amounted to US$1,510,249 and US$1,195,149, respectively.
We have obtained a banking facility with United Overseas Bank Limited for an aggregate limit of US$5,000,000. As of December 31, 2025 and December 31, 2024, the trade financing facilities drawn down amounted to US$1,215,217 and US$1,510,249, respectively. On October 17, 2025, Uni-Fuels Pte.
Cost of revenues charged by these two vendors for the year ended December 31, 2022 represented 60% and 25% of the Group’s cost of revenues for that year, respectively.
Cost of revenues charged by the vendor for the year ended December 31, 2025 represented 17% of the Group’s cost of revenues for that year. For the year ended December 31, 2024, one vendor accounted for 10% or more of the Group’s cost of revenues.
We derive majority of our revenue from our operations in countries located in Southeast Asia, and we intend to continue to develop and expand our business and penetration in the region.
We intend to develop and expand our business and penetration in Southeast Asia and other regions where we have a presence.
Removed
As of December 31, 2022, two customers collectively accounted for a significant portion of the Group’s total balances of accounts receivable, representing approximately 65% and 29% of the total balances of receivables from customers, respectively. All accounts receivable for the fiscal year ended December 31, 2023 and 2022 had been collected subsequently.
Added
As of December 31, 2025, there was no customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable.
Removed
The aforementioned single customer from 2023 was not one of the two customers from 2022. Of these four customers, only the customer who accounted for 65% of the total balances of receivables from customers as of December 31, 2022 is a related party (i.e. Sea Oil Petroleum Pte Ltd).
Added
Ltd., our Singapore subsidiary, completed the offering of its US$3,000,000 Commercial Paper Series 002 on ADDX, a private market platform regulated by the Monetary Authority of Singapore. The notes carried an interest rate of 7% per annum with a tenor of three months. The outstanding balance as of December 31, 2025 was fully repaid on January 14, 2026.
Removed
As of October 2024, the facility we received from Bangkok Bank Public Company Limited Singapore Branch is no longer active and we have obtained a banking facility with United Overseas Bank Limited for an aggregate limit of US$4,000,000.
Added
Additionally, the ongoing hostilities involving Israel and Lebanon, as well as the recent escalation of tensions between Iran and Israel, present further risks of regional instability. These conflicts are unpredictable and could expand into broader regional or global confrontations.
Removed
Volatile political situations in certain Southeast Asian countries could impact our business. For example, in Myanmar, following the military taking power in February 2021, there have been and continue to be mass protests and instability disrupting business activities. In Thailand, the risk of protest movements continues to exist and may increase political instability.
Added
To date, these conflicts have not materially impacted the Company’s operations, but any significant escalation could disrupt energy markets, international trade routes, and investor confidence, which in turn could adversely affect our business and the trading price of our Class A Ordinary Shares.
Removed
In addition, presidential elections are due to take place Indonesia in 2024, where elections in the past have led to uncertainty, impacting markets and leading to unrest. In Malaysia, there have been several changes in the governing party in the past few years.
Added
During the fiscal years ended December 31, 2025 and 2024, we derived revenue from our operations in Singapore and the United Arab Emirates.
Removed
Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management’s assessment on our internal control over financial reporting in our annual report on Form 20-F, beginning with our annual report for the fiscal year ending December 31, 2025.
Added
Geopolitical and security risks in the UAE may disrupt marine fuel demand and operations in key bunkering hubs The Company’s marine fuel business in the UAE, including bunkering and brokering activities at key hubs, may be materially affected by regional geopolitical tensions, armed conflict, or acts of terrorism in the Middle East.
Removed
In addition, our officers, Directors and principal Shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our Shareholders may not know on a timely basis when our officers, directors and principal Shareholders purchase or sell our Class A Ordinary Shares.
Added
Escalating hostilities or increased maritime-security risks can lead to higher war-risk insurance premiums, reduced vessel traffic, interruptions in port operations, or changes in routing patterns, any of which could decrease demand for, volumes of, and profitability from the Company’s marine fuel products, including VLSFO, HSFO and MGO.
Added
Complex and evolving petroleum, environmental, and anti-money-laundering regulations in the UAE may lead to licensing, compliance, or reputational issues for the Company’s marine fuel business.
Added
The Company is subject to a complex and evolving regulatory framework in the UAE, including federal and emirate-level requirements relating to petroleum trading, bunkering, environmental standards, and economic-substance and anti-money-laundering regulations applicable to service- and trading-type activities.
Added
Failure to maintain the requisite licenses, permits, and economic-substance presence, or to comply with environmental, safety, or financial-crime rules, could result in fines, permit or license revocation, suspension of operations, or reputational damage, which could materially and adversely affect the Company’s ability to market, resell or broker marine fuels in the UAE.
Added
Volatile political situations in certain Southeast Asian and the Middle East countries could impact our business. For example, in Dubai and the wider Middle East, geopolitical tensions and regulatory changes could also affect our operations.
Added
For instance, in February 2026, Iran launched missile and drone strikes against the United Arab Emirates, targeting infrastructure in Dubai, including Dubai International Airport, the Burj Al Arab hotel, and residential areas. These attacks disrupted air traffic, damaged key sites, and underscored the vulnerability of business operations to sudden geopolitical escalations.
Added
Effective March 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act, directors and officers of foreign private issuers, including us, are required to comply with the reporting requirements of Section 16(a) of the Exchange Act.
Added
Notwithstanding the foregoing, directors and officers of a foreign private issuer remain exempt from Section 16(b) (short-swing profit liability) and Section 16(c) (short sale prohibitions).

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We face competition from different marine fuels participants operating in each of the geographic markets in which operate. These include national oil companies, oil majors, oil independents, commodity trading houses, oil traders, storage terminals, international bunker traders, online procurement platforms, brokers, smaller regional bunker traders, bunkering pools servicing shipping fleets and bunker buying alliances.
We face competition from different marine fuels participants operating in each of the geographic markets in which we operate. These include national oil companies, oil majors, oil independents, commodity trading houses, oil traders, storage terminals, international bunker traders, online procurement platforms, brokers, smaller regional bunker traders, bunkering pools servicing shipping fleets and bunker buying alliances.
On February 4, 2025, the Company also issued warrants to the Representative and its affiliates, which are exercisable during the period commencing from six months from January 10, 2025, and expiring five years from the commencement of sales of the Class A Ordinary Shares in the IPO, entitling the holders of the warrants to purchase an aggregate of 15,750 Class A Ordinary Shares at a per share price of US$5. 4.B.
On February 4, 2025, the Company also issued warrants to the Representative and its affiliates, which are exercisable during the period commencing from six months from January 10, 2025, and expiring five years from the commencement of sales of the Class A Ordinary Shares in the IPO, entitling the holders of the warrants to purchase an aggregate of 15,750 Class A Ordinary Shares at a per share price of US$5.
By leveraging on our operating model, we will be able to scale our operations to generate additional income to drive profitability. We have an experienced management team with in-depth knowledge and expertise Our management team, consisting of Mr. Koh Kuan Hua, our Chairman of Board of Directors, Chief Executive Officer and Director, Ms.
By leveraging our operating model, we will be able to scale our operations to generate additional income to drive profitability. We have an experienced management team with in-depth knowledge and expertise Our management team, consisting of Mr. Koh Kuan Hua, our Chairman of Board of Directors, Chief Executive Officer and Director, Ms.
As such, there is no long-term supply commitments from our vendors and they are not contractually obligated to supply to us a fixed quantity of oil over any specific period. For the year ended December 31, 2024, one vendor accounted for 10% or more of the Group’s cost of revenues.
As such, there is no long-term supply commitments from our vendors and they are not contractually obligated to supply to us a fixed quantity of oil over any specific period. For the year ended December 31, 2025, one vendor accounted for 10% or more of the Group’s cost of revenues.
We did not enter into any long-term written agreements or supply contracts with our vendors for the years ended December 31, 2024, 2023 and 2022. Instead, our transactions are executed through individual purchase orders on a per-transaction basis.
We did not enter into any long-term written agreements or supply contracts with our vendors for the years ended December 31, 2025, 2024 and 2023. Instead, our transactions are executed through individual purchase orders on a per-transaction basis.
We did not enter into any long-term written agreements or sales contracts with our customers for the years ended December 31, 2024, 2023 and 2022. Instead, our transactions are executed through individual sales orders on a per-transaction basis.
We did not enter into any long-term written agreements or sales contracts with our customers for the years ended December 31, 2025, 2024 and 2023. Instead, our transactions are executed through individual sales orders on a per-transaction basis.
Depending on our customer’s requirements, such as the port of call, product type, delivery time, and quantity, we source marine fuels products from different marine fuels suppliers located in different regions, allowing us to tailor our offerings to meet customer demands.
Depending on our customers’ requirements, such as the port of call, product type, delivery time, and quantity, we source marine fuels products from different marine fuels suppliers located in different regions, allowing us to tailor our offerings to meet customer demands.
We have a scalable operating model to facilitate growth We have established an efficient operating model with scalable advantages that positions us for market growth. Our operating model allows us to grow our business with limited additional investments and has low profitability breakeven thresholds in new geographical locations.
We have a scalable operating model to facilitate growth We have established an efficient operating model with scalable advantages that position us for market growth. Our operating model allows us to grow our business with limited additional investments and has low profitability breakeven thresholds in new geographical locations.
As of December 31, 2024, there was one customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and it accounted for approximately 12% of the total balances of receivables from customers.
As of December 31, 2025, no customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable. As of December 31, 2024, there was one customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and it accounted for approximately 12% of the total balances of receivables from customers.
In a sales transaction, we manage and guarantee the supply of marine fuels to the customer while we procure the marine fuel, including its delivery, from a third-party supplier. In a brokerage transaction, the third-party supplier will manage and guarantee the supply of marine fuels to the customer.
In a sales transaction, we manage and guarantee the supply of marine fuels to the customer while we procure the marine fuel, including its delivery, from a third-party supplier.
Stefanie Tay, our Chief Operating Officer and Director, Ms. Lee Ling Li, our Chief Financial Officer, Mr. Alan Tan, our Senior Vice President, Commercial, and Mr. Tan Guan Kai, our Vice President, Operations, have extensive experience in the marine fuels industry, averaging over 17 years.
Stefanie Tay, our Chief Operating Officer and Director, Ms. Lee Ling Li, our Chief Financial Officer, Mr. Alan Tan, our Senior Vice President, Commercial, and Mr. Tan Guan Kai, our Vice President, Operations, have extensive experience in the marine fuels industry, averaging around 18 years.
Sales of Marine Fuels The marine fuels products that we offer to our customers consist of the following: ● Very low sulfur fuel oil (“VLSFO”) ● High sulfur fuel oil (“HSFO”) ● Marine gas oil (“MGO”) We buy and resell marine fuels as a counterparty to customers.
Sales of Marine Fuels The marine fuels products that we offer to our customers consist of the following: ● Very low sulfur fuel oil (“VLSFO”) ● High sulfur fuel oil (“HSFO”) ● Marine gas oil (“MGO”) ● Bio marine fuel (“BMF”) We buy and resell marine fuels as a principal to customers.
Leveraging our presence and operational model in Singapore, we believe we are well-positioned to capitalize on the growing demand for marine fuels within this regional market. Moreover, we believe that our market presence in the Asia Pacific region gives us direct access to the growth opportunities in the region.
Leveraging our presence and operational model in Singapore, we believe we are well-positioned to capitalize on the growing demand for marine fuels within the world’s largest marine fuels port. Moreover, we believe that our market presence in the Asia Pacific region gives us direct access to the growth opportunities in the region.
For the fiscal years ended December 31, 2024, 2023 and 2022, our revenue derived from marine fuels brokerage was US$12,150 and US$633,748 and US$1,255,725, respectively. We provide extensive global coverage for our customers’ marine fuels needs through our broad supply network. This extensive network ensures convenient and reliable access to marine fuels across ports worldwide, spanning different time zones.
For the fiscal years ended December 31, 2025, 2024 and 2023, our revenue derived from marine fuels brokerage was US$14,237, US$12,150 and US$633,748, respectively. We provide extensive global coverage for our customers’ marine fuels needs through our broad supply network. This extensive network ensures convenient and reliable access to marine fuels across ports worldwide, spanning different time zones.
As of December 31, 2022, there were two vendors whose payables accounted for 10% or more of the Group’s total balances of accounts payable and they accounted for approximately 69% and 31% of the total balances of accounts payables, respectively.
As of December 31, 2025, there were two vendors whose payables accounted for 10% or more of the Group’s total balances of accounts payable and they accounted for approximately 16% and 10% of the total balances of accounts payables, respectively.
For the fiscal years ended December 31, 2024, 2023 and 2022, our revenue derived from the sales of marine fuels was US$155,180,863, US$70,151,780 and US$29,562,746, respectively. Marine Fuels Brokerage We also act as broker between marine fuels suppliers and shipping companies where we introduce potential business opportunities from prospective buyers to prospective sellers.
For the fiscal years ended December 31, 2025, 2024 and 2023, our revenue derived from the sales of marine fuels was US$263,873,350, US$155,180,863 and US$70,151,780, respectively. Marine Fuels Brokerage We also act as broker between marine fuels suppliers and shipping companies where we introduce potential business opportunities from prospective buyers to prospective sellers.
By understanding their potential requirements, we will be able to provide relevant solutions to potentially increase our sales volume for this product segment when there is demand. 32 In the near term, we plan to apply for ISCC EU and ISCC Plus certificates from the International Sustainability and Carbon Certification (“ ISCC ”), a global certification system that sets standards for sustainable production, sourcing and trade of all kinds of bio-based feedstock and biofuel, in line with Renewable Energy Directive (“ RED II ”).
By understanding their potential requirements, we will be able to provide relevant solutions to potentially increase our sales volume for this product segment when there is demand. 32 We have renewed our ISCC EU and ISCC Plus certificates from the International Sustainability and Carbon Certification (“ ISCC ”), a global certification system that sets standards for sustainable production, sourcing and trade of all kinds of bio-based feedstock and biofuel, in line with Renewable Energy Directive (“ RED II ”), following the completion of our first ISCC-certified biofuel delivery in 2025.
Property, plants and equipment Our principal place of business is located at 15 Beach Road, Beach Centre #05-07, Singapore 189677, where we lease approximately 1,442.38 square feet of office space. Our Singapore office is leased under one lease which will expire on May 31, 2026.
Property, plants and equipment Our principal place of business is located at 15 Beach Road, Beach Centre #05-07, Singapore 189677, where we lease approximately 1,442.38 square feet of office space. Our Singapore office is leased under one lease which will expire on May 31, 2026 and the lease will be extended for an additional month until June 30, 2026.
At the same time, we also will continue to strengthen our relationships with existing local suppliers and establish new relationships with local suppliers to secure and diversify our supplier concentration mix so that we can continue to obtain attractive terms through our sourcing to optimize our margins. We have established a branch office in South Korea in March 2024.
At the same time, we also will continue to strengthen our relationships with existing local suppliers and establish new relationships with local suppliers to secure and diversify our supplier concentration mix so that we can continue to obtain attractive terms through our sourcing to optimize our margins.
Our principal sources of liquidity to finance our day-to-day operations are from the financing provided by a financing institution, our Major Shareholders and cashflow from operating activities. We have obtained facilities from Bangkok Bank Public Company Limited Singapore Branch with an aggregate limit of US$1,500,000.
Our principal sources of liquidity to finance our day-to-day operations are from the financing provided by a financing institution, our Major Shareholders and cashflow from operating activities. We have obtained a banking facility with United Overseas Bank Limited for an aggregate limit of US$5,000,000.
Cost of revenues charged by the vendor for the year ended December 31, 2023 represented 13% of the Group’s cost of revenues for that year. For the year ended December 31, 2022, two vendors accounted for 10% or more of the Group’s cost of revenues.
Cost of revenues charged by the vendor for the year ended December 31, 2023 represented 13% of the Group’s cost of revenues for that year.
As of December 31, 2023, there was one customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and it accounted for approximately 15% of the total balances of receivables from customers.
As of December 31, 2023, there was one customer whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and it accounted for approximately 15% of the total balances of receivables from customers. 33 Our Major Vendors We generally source marine fuels from physical distributors or resellers.
As such, there are no long-term purchase commitments from our customers, and they are not contractually obligated to purchase a fixed quantity of oil from us over any specific period.
As such, there are no long-term purchase commitments from our customers, and they are not contractually obligated to purchase a fixed quantity of oil from us over any specific period. For the year ended December 31, 2025, no customers accounted for 10% or more of the Group’s revenues.
We operate an integrated business model where we serve our customers through two operating models, sales of marine fuels solutions and brokerage (i.e. acting as intermediary between marine fuels suppliers and customers for a commission).
We integrate supply logistics and tailored solutions for our customers to optimize their marine fuel procurement covering all markets across all time zones. We operate an integrated business model where we serve our customers through two operating models, sales of marine fuels solutions and brokerage (i.e. acting as intermediary between marine fuels suppliers and customers for a commission).
We use the trade name “Uni-Fuels” as our brand, for which we have applied for trademark registration. Due to the nature of our business, we believe our exposure to intellectual property risk in our business is limited, and therefore we have not implemented any measures to protect our intellectual property.
Due to the nature of our business, we believe our exposure to intellectual property risk in our business is limited, and therefore we have not implemented any measures to protect our intellectual property.
Singapore, recognized as the world’s largest marine fuels port, commands a significant market share, accounting for 19.62% of the estimated global volume. Official data from the Maritime Port Authority (“ MPA ”) reveals a total supply volume of 50.04 million metric tons in 2021.
Singapore, widely recognized as the world’s largest marine fuels port, commands a significant market share, of the global marine fuels volume. Official data from the Maritime Port Authority (“MPA”) reveals a total supply volume of 56.2 million metric tons in 2025.
Brokers and Commissions We may work with third parties i.e. broker who refers a potential transaction to us. If the event we work with Quality Control As part of our sourcing process, we will ensure that the marine fuels products supplied by us fulfil the standards that comply with industry specifications.
In the event we work with such parties, we will pay broker fee to the designated third party. Quality Control As part of our sourcing process, we will ensure that the marine fuels products supplied by us fulfil the standards that comply with industry specifications.
As of December 31, 2024 and December 31, 2023, only the trade financing facilities were drawn down, which amounted to US$1,510,249 and US$1,195,149, respectively.
As of December 31, 2025, 2024 and 2023, only the trade financing facilities were drawn down, which amounted to US$1,215,217, US$1,510,249 and US$1,195,149, respectively. As part of our daily operations, we also negotiate for favorable credit terms from our suppliers to enhance our cash flow liquidity.
Intellectual Property Trademark We have registered the following trademark with the Intellectual Property Office of Singapore: Trademark Application Number Proprietor Classes 40202405063W Uni-Fuels Pte. Ltd. 04,36 We have also filed an application to register the following trademark with the Intellectual Property Office of Singapore on September 10, 2024: 36 Trademark Application Number Applicant Classes 40202420741Y Uni-Fuels Pte.
Intellectual Property Trademark We have registered the following trademark with the Intellectual Property Office of Singapore: Trademark Application Number Proprietor Classes 40202405063W Uni-Fuels Pte. Ltd. 04,36 36 Trademark Application Number Proprietor Classes 40202420741Y Uni-Fuels Pte. Ltd. 04,36 Domain We have a registered domain, www.uni-fuels.com . The information contained on this website is not a part of this report.
Ltd. 04,36 Domain We have a registered domain, www.uni-fuels.com . The information contained on this website is not a part of this report. Marine fuels trading primarily involves the buying and selling of physical commodities. Unlike technology-intensive industries where patents and trade secrets play a significant role, marine fuels trading relies less on proprietary technology or processes.
Marine fuels trading primarily involves the buying and selling of physical commodities. Unlike technology-intensive industries where patents and trade secrets play a significant role, marine fuels trading relies less on proprietary technology or processes. We use the trade name “Uni-Fuels” as our brand, for which we have applied for trademark registration.
We will request for cash in advance payment terms from customers where we are unable to grant trade credit. In this instance, delivery will only be arranged after receiving payment from our customer. We have not encountered difficulty in trade receivables collection till date since our inception.
We will request for cash in advance payment terms from customers where we are unable to grant trade credit. In this instance, delivery will only be arranged after receiving payment from our customer. Brokers and Commissions We may work with third parties i.e. broker who refers a potential transaction to us.
We do not expect any changes to our target customer base going forward unless we expand into a new business line.
We do not expect any changes to our target customer base going forward unless we expand into a new business line. 34 Our sales and marketing team is led by Alan Tan, Senior Vice-President, Commercial. He manages a team of senior bunker traders and bunker traders including the local management of our local offices.
Cost of revenues charged by these two vendors for the year ended December 31, 2022 represented 60% and 25% of the Group’s cost of revenues for that year, respectively.
Cost of revenues charged by the vendor for the year ended December 31, 2025 represented 17% of the Group’s cost of revenues for that year. For the year ended December 31, 2024, one vendor accounted for 10% or more of the Group’s cost of revenues.
Going forward, we may consider setting up subsidiaries, branch offices or representative offices in different regions around the world across different time zones such as Houston in the United States, Dubai in the United Arab Emirates, London in the United Kingdom, to support our sales and marketing activities.
As of December 31, 2025, we have established subsidiaries in Singapore, Dubai, Shanghai and Limassol, as well as a Branch Office in Seoul. As we continue to expand our geographical presence, we expect additional subsidiaries, branch offices or representative offices to be set up in different regions around the world to support our sales and marketing activities.
Removed
Business Overview We are a service provider of marine fuels solutions headquartered in Singapore. We market, resell and broker marine fuels products such as VLSFO, HSFO, and MGO. We offer these products to shipping companies and marine fuels suppliers worldwide in-port and offshore.
Added
Ltd., our Singapore subsidiary conducted a series of financings, including (i) the announcement on July 21, 2025 that it completed the Company’s first-ever commercial paper (“CP”) issuance, raising USD 3 million through ADDX, a private market platform regulated by the Monetary Authority of Singapore; (ii) the announcement on October 17, 2025 that the offering of its Series 002 tokens has closed and it has successfully raised US$3 million in gross proceeds from the issuance of the Series 002 tokens.
Removed
In addition, we may from time to time provide shipping related services to our customers including but not limited to the arrangement of ship agents, ship provisions and marine fuels surveyors. We provide value to our customers by leveraging on our global supply network and market solutions facilitated by our integrated capabilities.
Added
The Series 002 tokens will be listed on the ADDX Exchange on October 18, 2025; (iii) announced on January 17, 2026 that the offering of its Series 003 has closed and has successfully raised US$3 million in gross proceeds from the issuance of the Series 003 tokens.
Removed
During the two years ended December 31, 2024, 2023, we have arranged for marine fuels supply (under both our reselling and brokerage business) at 117 and 103 geographical ports worldwide, of which 73.5% and 35.9% of the supplies were carried out in South East Asia, 15.8% and 27.2% in North East Asia, 2.1% and 8.7% in South Asia, 0.8% and 8.7% in North America, 3.4% and 7.8% in Europe, 1.8% and 3.9% in South America, 2.3% and 3.9% in Middle East, 0.3% and 2.9% in Africa and 0% and 1.0% in Central America. 27 During the two years ended December 31, 2024 and 2023, we have arranged for marine fuels supply to 189 and 88 customers, of which 67.3% and 77.3% are based in South East Asia, 23.3% and 15.9% in North East Asia, 3.7% and 4.6% in Europe, 4.2% and 2.3% in Middle East, 0.5% and nil in Africa, 0.5% and nil in North America and 0.5% and nil Oceania.
Added
The Series 003 tokens were listed on the ADDX Exchange on January 18, 2026. As part of Uni-Fuels’ ongoing global expansion strategy, we have established offices in Dubai, Shanghai, and Limassol in 2025 and an office in Bangkok in 2026. 4.B. Business Overview We are a global provider of marine fuel solutions to shipping companies headquartered in Singapore.
Removed
According to IMO’s fuel consumption data for vessels above 5000 metric tons in gross tonnage and standard industry assumption of 30 million metric tons are consumed by smaller vessels, the global marine fuels market reached an estimated size of 255 million metric tons in 2021.
Added
In a brokerage transaction, the third-party supplier will manage and guarantee the supply of marine fuels to the customer. 27 During the year ended December 31, 2025, we supplied 758 vessels through 1,179 transactions and serving 266 customers globally, with total volume of approximately 535 thousand metric tons and operations spanning 156 ports worldwide; compared to the year ended December 31, 2024, vessels supplied, transactions, customers served, total volume, and ports covered were 393, 641, 156, approximately 253 thousand metric tons, and 87, respectively.
Removed
According to statistics provided by UNCTAD, Asia Pacific shipping ports handled about 42% of the total goods loaded worldwide and about 64% of total goods discharged worldwide in 2021, and we believe that the Asia Pacific region is expected to continue this dominant position in the marine fuels market which is supported by demands in North Eastern Asian ports such as Hong Kong, Zhoushan, and surrounding ports in Korea.
Added
According to statistics revealed during the 8th International Petroleum and Natural Gas Enterprises Conference in 2025 reported by Manifold Times, five out of the top ten marine fuels ports are in Asia Pacific, namely, Singapore, Zhoushan, Busan, Hong Kong and Shanghai.
Removed
As of October 2024, the facility we received from Bangkok Bank Public Company Limited Singapore Branch is no longer active and we have obtained a banking facility with United Overseas Bank Limited for an aggregate limit of US$4,000,000. As part of our daily operations, we also negotiate for favorable credit terms from our suppliers to enhance our cash flow liquidity.
Added
We will be relocating to our new office located at 9 Temasek Boulevard, Suntec Tower Two #19-03, Singapore 038989, where we lease approximately 3,746 square feet of office space. The lease will commence on July 1, 2026 for a term of three years until June 30, 2029.
Removed
For the year ended December 31, 2022, there were four customers accounting for 10% or more of the Group’s revenues. These four customers were Customer A, Customer B, Customer C and Customer D, which accounted for 38%, 15%, 11%, and 11%, respectively, of the Group’s total revenues for the year ended December 31, 2022.
Removed
As of December 31, 2022, there were two customers whose receivables accounted for 10% or more of the Group’s total balances of accounts receivable and they accounted for approximately 65% and 29% of the total balances of receivables from customers, respectively. Except for Customer A, i.e.
Removed
Sea Oil Petroleum Pte Ltd, which is a related party, none of the customers referenced above is a related party of the Company. 33 Our Major Vendors We generally source marine fuels from physical distributors or resellers.
Removed
Presently, we are operating our sales and marketing arm from our head office in Singapore and marketing arm from our Korea branch office which was recently set up in March 2024. 34 Our sales and marketing team is led by Alan Tan, Senior Vice-President, Commercial.
Removed
He manages a team of senior bunker traders and bunker traders including the branch manager of our Korean branch office who joined the Group in March 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

36 edited+20 added−23 removed26 unchanged
One significant factor was the expansion of our workforce through the recruitment of administrative staff and key management personnel, aiming at enhancing operational efficiency. There was also a notable rise in professional fees resulting from expenses related to auditing our consolidated financial statements and consulting services regarding leasing the new office premises and negotiating banking facilities for business financing.
One significant factor was the expansion of our workforce through the recruitment of administrative staff and key management personnel, aiming at enhancing operational efficiency. There was also a notable rise in professional fees resulting from expenses related to auditing our consolidated financial statements, consulting services regarding leasing the new office premises and negotiating banking facilities for business financing.
The increase was mainly due to interest income earned from fixed deposit and increase in other ancillary service income which is not within the scope ASC 606. Income before income taxes We had an income before income taxes of US$0.3 million and US$1.4 million for the years ended December 31, 2024 and 2023, respectively.
The increase was mainly due to interest income earned from fixed deposit and increase in other ancillary service income which is not within the scope ASC 606. 42 Income before income taxes We had an income before income taxes of US$0.3 million and US$1.4 million for the years ended December 31, 2024 and 2023, respectively.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2024 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 45 5.E.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 2025 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions. 45 5.E.
You should carefully read the “Risk Factors” section of this annual report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. 5.A. Operating Results The following table sets forth a summary of our results of operations for the years ended December 31, 2024, 2023 and 2022 as indicated.
You should carefully read the “Risk Factors” section of this annual report to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. 5.A. Operating Results The following table sets forth a summary of our results of operations for the years ended December 31, 2025, 2024 and 2023 as indicated.
On July 11, 2024, United Overseas Bank Limited, another financial institution in Singapore, granted us banking facilities comprising (i) a trade financing facility of US$2 million, with an interest rate of 1.65% per annum over the bank’s cost of funds and a financing period of up to 45 days for supplier invoices, and (ii) a foreign exchange facility of US$2 million, with a maximum tenor of 3 months.
On July 16, 2025, United Overseas Bank Limited, another financial institution in Singapore, granted us banking facilities comprising (i) a trade financing facility of US$3 million, with an interest rate of 1.65% per annum over the bank’s cost of funds and a financing period of up to 45 days for supplier invoices, and (ii) a foreign exchange facility of US$2 million, with a maximum tenor of 3 months.
Net income As a result of the foregoing factors, net income decreased by 86% from US$1.2 million for the year ended December 31, 2023 to US$0.2 million for the year ended December 31, 2024.
Net income As a result of the foregoing factors, net income decreased by 86% from US$1.2 million for the year ended December 31, 2023 to US$0.2 million for the year ended December 31, 2024. 5.B.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any year are not necessarily indicative of the results that may be expected for any future trends.
Research and Development, Patent and Licenses, etc. We did not conduct any research and development activities for the years ended December 31, 2024, 2023 and 2022. 5.D.
Research and Development, Patent and Licenses, etc. We did not conduct any research and development activities for the years ended December 31, 2025, 2024 and 2023. 5.D.
The availability of cash flow from operating activities and access to banking facilities together provide us with sufficient liquidity to meet our ongoing working capital requirements. 43 We recorded net cash inflow in operating activities of US$0.3 million for the year ended December 31, 2024, net cash outflow in operating activities of US$1.0 million for the year ended December 31, 2023 and net cash inflow from operating activities of US$3.0 million for the year ended December 31, 2022.
The availability of cash flow from operating activities and access to banking facilities together provide us with sufficient liquidity to meet our ongoing working capital requirements. 43 We recorded net cash outflow from operating activities of US$2.4 million for the year ended December 31, 2025, net cash inflow in operating activities of US$0.3 million for the year ended December 31, 2024 and net cash outflow in operating activities of US$1.0 million for the year ended December 31, 2023.
With the availability of the banking facilities from United Overseas Bank Limited, on September 24, 2024, we terminated our original banking facilities with Bangkok Bank Public Company Limited Singapore Branch. As of December 31, 2024 and 2023, only the trade financing facilities were drawn down, which amounted to US$1,510,249 and US$1,195,149, respectively.
With the availability of the banking facilities from United Overseas Bank Limited, on September 24, 2024, we terminated our original banking facilities with Bangkok Bank Public Company Limited Singapore Branch. As of December 31, 2025 and 2024, only the trade financing facilities were drawn down, which amounted to US$1,215,217 and US$1,510,249, respectively.
Liquidity and Capital Resources Our principal sources of liquidity to finance our day-to-day operations are from the financing provided by a financing institution and cashflow from operating activities (please refer to the details set out in the analysis of our cash flows below).
Liquidity and Capital Resources Our principal sources of liquidity to finance our day-to-day operations are from the financing provided by a financing institution, short-term commercial paper issuances and cashflow from operating activities (please refer to the details set out in the analysis of our cash flows below).
This was primarily due to net drawdowns from banking facilities of US$0.3 million during the year ended December 31, 2024; and offset by payment of cost related to our IPO of US$0.4 million;. Net cash provided by financing activities for the year ended December 31, 2023 was US$2.2 million.
Net cash used in financing activities for the year ended December 31, 2024 was US$0.06 million. This was primarily due to net drawdowns from banking facilities of US$0.3 million during the year ended December 31, 2024; and offset by payment of cost related to our IPO of US$0.4 million;.
Net cash provided by operating activities for the year ended December 31, 2022 was US$3.0 million, as compared to the net profit of US$2.0 million.
Net cash provided by operating activities for the year ended December 31, 2024 was US$0.3 million, as compared to the net income of US$0.2 million.
Additionally, our staff undertook increased efforts in building and nurturing relationships with our customers and business partners, and more business travel and marketing activities were undertaken, contributing to this substantial increase. 42 General and administrative expenses increased by US$0.6 million to US$0.7 million for the year ended December 31, 2023, compared to US$45,532 for the year ended December 31, 2022.
Additionally, our staff undertook increased efforts in building and nurturing relationships with our customers and business partners, and more business travel and marketing activities were undertaken, contributing to this substantial increase. General and administrative expenses increased by US$1.7 million to US$2.3 million for the year ended December 31, 2024, compared to US$0.7 million for the year ended December 31, 2023.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Total revenues increased significantly by 130% from US$30.8 million for the year ended December 31, 2022 to US$70.8 million for the year ended December 31, 2023. The substantial increase in total revenues was primarily driven by a significant rise in sales of marine fuel.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Total revenues increased significantly by 119% from US$70.8 million for the year ended December 31, 2023 to US$155.2 million for the year ended December 31, 2024. The substantial increase in total revenues was primarily driven by a significant rise in sales of marine fuel.
Investing activities Net cash used in investing activities for the year ended December 31, 2024 and 2023 was US$9,020 and US$0.4 million, respectively, which was entirely spent on the purchase of property and equipment. Financing activities Net cash used in financing activities for the year ended December 31, 2024 was US$0.06 million.
Investing activities Net cash used in investing activities for the year ended December 31, 2025, 2024 and 2023 was US$36,159, US$9,020 and US$0.4 million, respectively, which was entirely spent on the purchase of property and equipment. Financing activities Net cash from financing activities for the year ended December 31, 2025 was US$10.6 million.
This growth was partially offset by a decrease in brokerage commissions, reflecting a shift in our revenue mix. Sales of marine fuels – Sales of marine fuels increased by approximately US$40.6 million, or 137%, from approximately US$29.6 million for the year ended December 31, 2022, to approximately US$70.2 million for the year ended December 31, 2023.
This growth was partially offset by a decrease in brokerage commissions, continuously reflecting a shift in our revenue mix. Sales of marine fuels – Sales of marine fuels increased by approximately US$85.0 million, or 121%, from approximately US$70.2 million for the year ended December 31, 2023, to approximately US$155.2 million for the year ended December 31, 2024.
As of December 31, 2024, we had positive working capital of US$3.7 million and US$4.3 million in cash, out of which US$69,534 was held in Singapore Dollars, and the rest was held in U.S. Dollars and other currencies.
As of December 31, 2024, we had positive working capital of US$3.7 million and US$4.3 million in cash, out of which US$69,534 was held in Singapore Dollars, and the rest was held in U.S. Dollars and other currencies. Our cash and cash equivalents primarily consist of balances maintained with banks in the countries of our respective operating subsidiaries.
Cost of revenues Cost of revenues increased by approximately US$83.5 million or 122% from approximately US$68.5 million for the year ended December 31, 2023 to approximately US $152.0 million for the year ended December 31, 2024. Such increase was mainly attributable to the growth in sales of marine fuels with increasing cost to acquire marine fuels for sales.
Such increase was mainly attributable to the growth in sales of marine fuels with increasing cost to acquire marine fuels for sales. Gross profit Our gross profit increased by approximately US$0.9 million or 40%, from approximately US$2.3 million for the year ended December 31, 2023 to approximately US$3.2 million for the year ended December 31, 2024.
For the Years Ended December 31, 2024 2023 2022 US$ US$ US$ Net cash provided by (used in) operating activities 331,843 (965,794 ) 3,026,856 Net cash used in investing activities (9,020 ) (427,331 ) - Net cash (used in) provided by financing activities (62,717 ) 2,160,250 - Net increase in cash and restricted cash 260,106 767,125 3,026,856 Cash and restricted cash, beginning of year 4,064,850 3,297,725 270,869 Cash and restricted cash, end of year 4,324,956 4,064,850 3,297,725 44 Operating activities Net cash provided by operating activities for the year ended December 31, 2024 was US$0.3 million, as compared to the net income of US$0.2 million.
For the Years Ended December 31, 2025 2024 2023 US$ US$ US$ Net cash provided by (used in) operating activities (2329,751 ) 331,843 (965,794 ) Net cash used in investing activities (36,159 ) (9,020 ) (427,331 ) Net cash (used in) provided by financing activities 10,584,286 (62,717 ) 2,160,250 Effect of exchange rate changes on cash and restricted cash (793 ) - - Net increase in cash and restricted cash 8,218,376 260,106 767,125 Cash and restricted cash, beginning of year 4,324,956 4,064,850 3,297,725 Cash and restricted cash, end of year 12,542,539 4,324,956 4,064,850 44 Operating activities Net cash used in operating activities for the year ended December 31, 2025 was US$2.3 million, as compared to the net loss of US$1.8 million.
For the Years Ended December 31 2024 2023 2022 US$ % of total revenues US$ % of total revenues US$ % of total revenues Revenues Sales of marine fuels 155,180,863 100.0 67,966,869 96.0 19,137,919 62.1 Sales of marine fuels-related party - - 2,184,911 3.1 10,424,827 33.8 Brokerage commissions 12,150 0.0 142,479 0.2 - - Brokerage commissions-related party - - 491,269 0.7 1,255,725 4.1 Total revenues 155,193,013 100.0 70,785,528 100.0 30,818,471 100.0 Cost of revenue (152,009,204 ) 97.9 (68,505,327 ) 96.8 (28,414,153 ) 92.2 Gross profit 3,183,809 2.1 2,280,201 3.2 2,404,318 7.8 Operating expenses Selling and marketing expenses (661,892 ) 0.4 (210,957 ) 0.3 (146 ) - General and administrative expenses (2,307,275 ) 1.5 (672,131 ) 0.9 (45,532 ) 0.1 Total operating expenses (2,969,167 ) 1.9 (883,088 ) 1.2 (45,678 ) 0.1 Income from operations 214,642 0.1 1,397,113 2.0 2,358,640 7.7 Other income Interest expense, net (4,801 ) 0.0 (1,907 ) 0.0 - - Other income 59,884 0.0 10,944 0.0 4,813 0.0 Total other income, net 55,083 0.0 9,037 0.0 4,813 0.0 Income before income tax expense 269,725 0.2 1,406,150 2.0 2,363,453 7.7 Income tax expenses (98,128 ) 0.1 (194,363 ) 0.3 (386,321 ) 1.3 Net income 171,597 0.1 1,211,787 1.7 1,977,132 6.4 39 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Total revenues increased significantly by 119% from US$70.8 million for the year ended December 31, 2023 to US$155.2 million for the year ended December 31, 2024.
For the Years Ended December 31 2025 2024 2023 US$ % of total revenues US$ % of total revenues US$ % of total revenues Revenues Sales of marine fuels 263,873,349 100.0 155,180,863 100.0 67,966,869 96.0 Sales of marine fuels-related party - - - - 2,184,911 3.1 Brokerage commissions 14,237 0.0 12,150 0.0 142,479 0.2 Brokerage commissions-related party - - - - 491,269 0.7 Total revenues 263,887,586 100.0 155,193,013 100.0 70,785,528 100.0 Cost of revenue (259,207,265 ) 98.2 (152,009,204 ) 97.9 (68,505,327 ) 96.8 Gross profit 4,680,321 1.8 3,183,809 2.1 2,280,201 3.2 Operating expenses Selling and marketing expenses (1,294,084 ) 0.5 (661,892 ) 0.4 (210,957 ) 0.3 General and administrative expenses (4,964,874 ) 1.9 (2,307,275 ) 1.5 (672,131 ) 0.9 Total operating expenses (6,258,958 ) 2.4 (2,969,167 ) 1.9 (883,088 ) 1.2 (Loss)/Income from operations (1,578,637 ) (0.6 ) 214,642 0.1 1,397,113 2.0 Other income Interest expense, net (63,793 ) 0.0 (4,801 ) 0.0 (1,907 ) 0.0 Other income 25,776 0.0 59,884 0.0 10,944 0.0 Total other income, net (38,017 ) 0.0 55,083 0.0 9,037 0.0 Income before income tax expense (1,616,654 ) 0.6 269,725 0.2 1,406,150 2.0 Income tax expenses (134,006 ) 0.1 (98,128 ) 0.1 (194,363 ) 0.3 Net income (1,750,660 ) 0.7 171,597 0.1 1,211,787 1.7 39 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenues Total revenues increased by US$108.7 million, or 70.0%, to US$263.9 million for the year ended December 31, 2025, from US$155.2 million for the year ended December 31, 2024.
There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand for our products, general market conditions and the broader capital market climate in Singapore, etc. Cash Flows The following table sets forth a summary of our cash flows for the years ended December 31, 2024 and 2023 as indicated.
There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand for our products, general market conditions and the broader capital market climate in the U.S. and Singapore, etc.
The considerable decrease in the number of brokerage transactions we referred, which significantly dropped to 1 for the year ended December 31, 2024, from 85 for the year ended December 31, 2023, resulted a decrease in our brokerage commissions.
The considerable decrease in the number of brokerage transactions we referred, which significantly dropped to 1 for the year ended December 31, 2024, from 85 for the year ended December 31, 2023, resulted a decrease in our brokerage commissions. 41 Cost of revenues Cost of revenues increased by approximately US$83.5 million or 122% from approximately US$68.5 million for the year ended December 31, 2023 to approximately US$152.0 million for the year ended December 31, 2024.
As part of our growth strategy, we dedicated our resources to acquiring new customers by offering competitive prices that are in line with market conditions with a view to increasing our market share.
This decline was primarily due to our strategic focus on expanding market presence and capturing additional market share for our reselling business. As part of our growth strategy, we dedicated our resources to acquiring new customers by offering competitive prices that are in line with market conditions with a view to increasing our market share.
Although the decrease in gross profit and gross profit margin was noted, these decisions were made as part of a deliberate strategy to drive sales, expand market share, and adapt to prevailing market dynamics.
Although the decrease in gross profit and gross profit margin was noted, these decisions were made as part of a deliberate strategy to drive sales, expand market share, and adapt to prevailing market dynamics. By offering more competitive pricing and strategically allocating resources, we could strengthen our market position and enhance long-term profitability.
Gross profit Our gross profit decreased by approximately US$0.1 million or 5%, from approximately US$2.4 million for the year ended December 31, 2022 to approximately US$2.3 million for the year ended December 31, 2023. The total gross profit margin for the year ended December 31, 2023, was approximately 3.2%, compared to approximately 7.8% for the year ended December 31, 2022.
Gross profit Gross profit increased by approximately US$1.5 million, or 47%, to approximately US$4.7 million for the year ended December 31, 2025, from approximately US$3.2 million for the year ended December 31, 2024.
By offering more competitive pricing and strategically allocating resources, we could strengthen our market position and enhance long-term profitability. 40 Operating expenses Selling and marketing expenses increased to US$0.7 million for the year ended December 31, 2024, from US$0.2 million for the year ended December 31, 2023, primarily driven by the expansion of our sales activities.
Operating expenses Selling and marketing expenses increased to US$0.7 million for the year ended December 31, 2024, from US$0.2 million for the year ended December 31, 2023, primarily driven by the expansion of our sales activities. To manage sales more effectively, we hired more employees in our sales and marketing department to strengthen our customer relationships.
Gross profit Our gross profit increased by approximately US$0.9 million or 40%, from approximately US$2.3 million for the year ended December 31, 2023 to approximately US$3.2 million for the year ended December 31, 2024. The total gross profit margin for the year ended December 31, 2024, was approximately 2.1%, compared to approximately 3.2% for the year ended December 31, 2023.
The total gross profit margin for the year ended December 31, 2024, was approximately 2.1%, compared to approximately 3.2% for the year ended December 31, 2023. Gross profit margin of sales of marine fuels decreased to 2.1% for the year ended December 31, 2024 from 2.3% for the year ended December 31, 2023.
Sales of marine fuels – Sales of marine fuels increased by approximately US$85.0 million, or 121%, from approximately US$70.2 million for the year ended December 31, 2023, to approximately US$155.2 million for the year ended December 31, 2024. This increase was due to our strategic efforts to enhance our core business activities within the sales sector.
Sales of marine fuels – Sales of marine fuels increased by approximately US$108.7 million, or 70.0%, to approximately US$263.9 million for the year ended December 31, 2025, from approximately US$155.2 million for the year ended December 31, 2024.
Net income As a result of the foregoing factors, net income decreased by 39% from US$2.0 million for the year ended December 31, 2022 to US$1.2 million for the year ended December 31, 2023. 5.B.
The increase was a result of the increase of profit before tax generated by our Singapore subsidiary. Net (loss)/income As a result of the foregoing factors, we incurred a net loss of US$1.8 million from net income of US$0.2 million for the year ended December 31, 2024.
As of December 31, 2023, we had positive working capital of US$3.8 million, US$2.6 million in cash and US$1.5 million in restricted cash, out of which US$7,859 was held in Singapore Dollars, and the rest was held in U.S. Dollars. Our cash and restricted cash primarily consist of balances maintained with banks in Singapore.
As of December 31, 2025, we had positive working capital of US$10.1 million, US$12.5 million in cash, out of which US$24,494 was held in Singapore Dollars, US$23,885 was held in United Arab Emirates Dirham and the rest was held in U.S. Dollars and other currencies.
Cost of revenues Cost of revenues increased by approximately US$40.1 million or 141% from approximately US$28.4 million for the year ended December 31, 2022 to US$68.5 million for the year ended December 31, 2023. Such increase was mainly attributable to the growth in sales of marine fuels with increasing cost to acquire marine fuels for sales.
Cost of revenues Cost of revenues increased by approximately US$107.2 million, or 71.0%, to approximately US$259.2 million for the year ended December 31, 2025, from approximately US$152.0 million for the year ended December 31, 2024, primarily in line with the growth in our sales of marine fuels segment.
By offering more competitive pricing and strategically allocating resources, we could strengthen our market position and enhance long-term profitability. Operating expenses Selling and marketing expenses increased to US$0.2 million for the year ended December 31, 2023, from US$146 for the year ended December 31, 2022, primarily driven by the expansion of our sales activities.
Operating expenses Selling and marketing expenses increased to US$1.3 million for the year ended December 31, 2025, from US$0.7 million for the year ended December 31, 2024, primarily due to the expansion of our sales activities.
The difference was primarily attributable to (i) a decrease of US$0.3 million in accounts receivable, attributed to fewer sales towards the end of the year, resulting in a reduced amount billed to our customers; (ii) an increase of US$0.4 million for the provision of Corporate Income Tax and (iii) an increase of US$0.1 million in accounts payables and US$0.2 million in accrued expenses and other liabilities due to the delays in settling procurement costs and other operating expenses.
The difference was primarily attributable to (i) an increase of US$14.8 million in accounts receivable, attributed to higher sales towards the end of the year, resulting in a increased amount billed to our customers and (ii) an increase of US$13.2 million in accounts payable, which aligned with the expansion in sales activities, leading to an increase in purchase of marine fuels to support operations.
General and administrative expenses increased by US$1.7 million to US$2.3 million for the year ended December 31, 2023, compared to US$0.7 million for the year ended December 31, 2023. One significant factor was the expansion of our workforce through the recruitment of administrative staff and key management personnel, aiming at enhancing operational efficiency.
General and administrative expenses increased by US$2.7 million to US$5.0 million for the year ended December 31, 2025, from US$2.3 million for the year ended December 31, 2024, primarily due to the expansion of our operations. The increase was mainly attributable to higher personnel costs and expenses associated with the establishment of new offices.
Income tax expense Income tax expense decreased from US$0.4 million for the year ended December 31, 2022 to US$0.2 million for the year ended December 31, 2023.
Net cash provided by financing activities for the year ended December 31, 2023 was US$2.2 million.
Removed
The substantial increase in total revenues was primarily driven by a significant rise in sales of marine fuel. This growth was partially offset by a decrease in brokerage commissions, continuously reflecting a shift in our revenue mix.
Added
The increase was primarily driven by the expansion of our core sales of marine fuels segment, which continues to be the principal contributor to our Group’s financial performance.
Removed
The number of customers and ports related to the sales of marine fuels increased significantly from 83 customers and 51 ports in the year ended December 31, 2023 to 156 customers and 87 ports during the year ended December 31, 2024.
Added
The increase was mainly attributable to the continued scaling of our sales activities, supported by an expanded supply network and strengthened market presence. These efforts enabled deeper market penetration and contributed to an increase in our overall market share in the marine fuels market.
Removed
Gross profit margin of sales of marine fuels decreased to 2.1% for the year ended December 31, 2024 from 2.3% for the year ended December 31, 2023. This decline was primarily due to our strategic focus on expanding market presence and capturing additional market share for our reselling business.
Added
During the year ended December 31, 2025, we supplied 758 vessels through 1,179 transactions, serving 266 customers globally, with a total volume of approximately 535 thousand metric tons and operations spanning 156 ports worldwide.
Removed
To manage sales more effectively, we hired more employees in our sales and marketing department to strengthen our customer relationships. Additionally, our staff undertook increased efforts in building and nurturing relationships with our customers and business partners, and more business travel and marketing activities were undertaken, contributing to this substantial increase.
Added
In comparison, for the year ended December 31, 2024, we supplied 393 vessels through 641 transactions, serving 156 customers, with a total volume of approximately 253 thousand metric tons across 87 ports. This reflects strong year-over-year growth across all key operating metrics, including vessels supplied, transactions, customers served, total volume, and geographic coverage.
Removed
There was also a notable rise in professional fees resulting from expenses related to auditing our consolidated financial statements,consulting services regarding leasing the new office premises and negotiating banking facilities for business financing.
Added
Brokerage commissions – Brokerage commissions increased by approximately US$2,000 or 17.2% to US$14,237 for the year ended December 31, 2025, from US$12,150 for the year ended December 31, 2024. While this represents a 17% increase, it remains a negligible portion of our total revenue mix.
Removed
We successfully expanded our team by increasing the number of employees in our sales and marketing department to conduct sales of marine fuels using our own resources, which led to a significant expansion of our customer base and an increase in the number of ports served during the year ended December 31, 2023.
Added
The income generated from this segment represented business opportunities that were complimentary and opportunistic to our core sales of marine fuels segment.
Removed
The number of customers and ports related to the sales of marine fuels increased significantly from 13 customers and 30 ports in the year ended December 31, 2022 to 83 customers and 51 ports during the year ended December 31, 2023.
Added
The increase was mainly attributable to higher volumes of fuel procured to meet increased customer demand, as well as the associated costs of securing supply across an expanded global supply network.
Removed
Our successful expansion into new customer base and supply ports led to in an increase in the number of customers and ports where we arrange marine fuels supply for our customers, and resulted in a substantial increase in our revenues. 41 Brokerage commissions – Brokerage commissions decreased by approximately US$0.6 million or 50% to approximately US$0.6 million for the year ended December 31, 2023, from approximately US$1.2 million for the year ended December 31, 2022.
Added
The total gross profit margin was approximately 1.8% for the year ended December 31, 2025, compared to approximately 2.1% in the prior year, representing a decrease of approximately 0.3%. The increase in gross profit was primarily driven by higher sales volumes.
Removed
This decline was primarily attributed to a strategic pivot towards increasing our sales activities. With more resources allocated by recruiting sales and marketing employees and other personnel, we strategically decided to execute more sales by leveraging our internal resources instead of referring deals to other parties for brokerage commissions during the year ended December 31, 2023.
Added
The decrease in gross margin reflected competitive market conditions and the Company’s continued focus on expanding market share across existing and new markets. Notwithstanding the lower margin, the increase in absolute gross profit demonstrates the scalability of our business and our ability to grow earnings alongside revenue expansion.
Removed
The considerable decrease in the number of brokerage transactions we referred, which significantly dropped to 85 for the year ended December 31, 2023, from 236 for the year ended December 31, 2022, suggested a decrease in our brokerage commissions.
Added
The increase was mainly attributable to higher personnel costs arising from additional hires in our sales and marketing function, as well as increased business travel and marketing initiatives undertaken to support customer engagement and business development efforts.
Removed
Gross profit margin of sales of marine fuels decreased to 2.3% for the year ended December 31, 2023 from 3.9% for the year ended December 31, 2022. This decline was primarily due to our strategic focus on expanding market presence and capturing additional market share for our reselling business.
Added
In addition, professional fees increased, driven in part by capital markets activities and higher costs associated with maintaining our status as a listed company, including public company compliance and other administrative expenses associated with our growing operations. 40 Other (loss)/income Other income decreased by US$93,100, from US$55,083 for the year ended December 31, 2024, to a loss of US$38,017 for the year ended December 31, 2025.
Removed
As part of our growth strategy, we dedicated our resources to acquiring new customers by offering competitive prices that are in line with market conditions with a view to increasing our market share. Gross profit margin from sales of marine fuels to third parties and related parties was 4.1% and 3.5%, respectively, for the year ended December 31, 2022.
Added
The decrease was mainly due to interest expenses of US$97,737 incurred in 2025 in connection with short-term financing arrangements, partially offset by interest income, compared to no such financing costs in 2024.
Removed
In comparison, for the year ended December 31, 2023, gross profit margin was 2.3% and 3.1%, respectively. There was no significant difference in gross profit margin between the sales to our third-party customers and related parties.
Added
(Loss)/Income before income taxes We recorded a loss before income taxes of US$1.6 million for the year ended December 31, 2025, compared to income before income taxes of US$0.3 million for the year ended December 31, 2024.
Removed
Additionally, the decrease in total gross profit margin was also attributed to the decline in brokerage commissions, which traditionally yield a 100% gross profit margin. In executing our strategic plans and focusing on transactions using our own resources, we chose to dedicate most of our resources to the sales of marine fuels during the year ended December 31, 2023.
Added
The change was primarily driven by higher operating expenses, particularly the increase in general and administrative expenses as discussed above, which more than offset the growth in gross profit during the year. Income tax expense Income tax expense increased from US$98,000 for the year ended December 31, 2024 to US$134,000 for the year ended December 31, 2025.
Removed
This shift in our revenue mix resulted in a decrease in the total gross profit margin. Although the decrease in gross profit and gross profit margin was noted, these decisions were made as part of a deliberate strategy to drive sales, expand market share, and adapt to prevailing market dynamics.
Added
During the year ended December 31, 2024, we supplied 393 vessels through 641 transactions, serving 156 customers globally, with a total volume of approximately 253 thousand metric tons and operations spanning 87 ports worldwide.
Removed
To manage sales more effectively, we hired more employees in our sales and marketing department to strengthen our customer relationships.
Added
In comparison, during the year ended December 31, 2023, we supplied 243 vessels through 436 transactions, serving 83 customers, with a total volume of approximately 104 thousand metric tons across 51 ports. The increase across all key operating metrics reflects continued expansion of our customer base, trading activity, and geographic reach.
Removed
Furthermore, the leasing of a new office premise located at 15 Beach Road, Beach Centre #05-07, Singapore 189677, with the tenancy agreement signed in March 2023, necessitated increased operating expenses in communication and technology services to support daily administrative tasks and streamline workflow processes.
Added
On October 18, 2025, the Group completed the offering of its 3M USD Commercial Paper Series 002, successfully raising $3,000,000, at an interest rate of 7% per annum for a tenor of 3 months on ADDX, a private market platform regulated by the Monetary Authority of Singapore.
Removed
Moreover, the addition of depreciation expense was due to the introduction or expansion of property and equipment. These factors collectively drove a sharp increase in total general and administrative expenses compared to the preceding year, reflecting our concerted efforts to support operational growth and strategic initiatives.
Added
The outstanding as of December 31, 2025 was fully repaid on January 14, 2026.
Removed
Other income Other income increased by US$4,224 from US$4,813 for the year ended December 31, 2022 to US$9,037 for the year ended December 31, 2023. The increase was mainly due to interest income earned from fixed deposit and increase in other ancillary service income which is not within the scope ASC 606.
Added
Cash Flows The following table sets forth a summary of our cash flows for the years ended December 31, 2025, 2024 and 2023 as indicated.
Removed
Income before income taxes We had an income before income taxes of US$1.4 million and US$2.4 million for the years ended December 31, 2023 and 2022, respectively. The decrease in income before income taxes was primarily due to the lower margin resulting from our increased sales activities and a decrease in brokerage commissions.
Added
This was primarily due to (i) the Company consummated its initial public offering (“IPO”) of 2,100,000 Class A Ordinary Shares at an offering price of $4 per share, generating gross proceeds of $8,400,000 with net proceeds of approximately $7,390,000, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company; (ii) the underwriter exercised the over-allotment option in full to purchase 315,000 additional Class A Ordinary Shares from the Company at the public offering price of $4 per share, generated gross proceeds of $1,260,000 with net proceeds of approximately $1,170,000, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by the Company; (iii) net drawdowns from banking facilities and the issuance of commercial paper of US$2.7 million during the year ended December 31, 2025; and offset by repayment of borrowings to a related party of US$0.3 million;.
Removed
Additionally, the expansion of our operations through the recruitment of staff and the incurrence of additional operating expenses to support our growth initiatives and enhance our overall capabilities also contributed to this decrease during the year ended December 31, 2023.
Removed
The change was primarily due to the decrease in income before income taxes and corporate income tax rebate received amounted to SG$38,000 (equivalent to US$28,818) together with benefit from tax allowance claim in Singapore, which further reduced our income tax expense.
Removed
Our restricted cash represents a fixed deposit amounting to US$1.5 million, which is required to be maintained with a bank in Singapore and is used as collateral for banking facilities extended to the Company. This deposit was mature on October 15, 2024.

Item 6. [Reserved]

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

16 edited+1 added−5 removed67 unchanged
Koh completed his Diploma in Film and Media Studies, Film, Sound & Video at Ngee Ann Polytechnic in 2006. Mr. Koh is the spouse of Ms. Tay, our Chief Operating Officer and Director. 46 Ms. Zheng Wenling Stefanie Tay , aged 45, is our Chief Operating Officer and Director. She is responsible for the day-to-day operations of our Group.
Koh completed his Diploma in Film and Media Studies, Film, Sound & Video at Ngee Ann Polytechnic in 2006. Mr. Koh is the spouse of Ms. Tay, our Chief Operating Officer and Director. 46 Ms. Zheng Wenling Stefanie Tay , aged 46, is our Chief Operating Officer and Director. She is responsible for the day-to-day operations of our Group.
As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
Koh Kuan Hua , aged 39, is our Chairman, Chief Executive Officer and Director. He is responsible for providing overall direction, leadership and formulating business strategies for our Group. He joined our operating subsidiary, Uni-Fuels Singapore, in November 2023 and has been appointed as a Director of the Company in March 2024. Mr.
Koh Kuan Hua , aged 40, is our Chairman, Chief Executive Officer and Director. He is responsible for providing overall direction, leadership and formulating business strategies for our Group. He joined our operating subsidiary, Uni-Fuels Singapore, in November 2023 and has been appointed as a Director of the Company in March 2024. Mr.
Gn Jong Yuh Gwendolyn , aged 53, is our Independent Director. She is an Equity Partner at Shook Lin & Bok LLP, where she has over 20 years of experience as a Corporate Lawyer specializing in corporate finance and capital markets across Singapore and the Asian region. Ms.
Gn Jong Yuh Gwendolyn , aged 54, is our Independent Director. She is an Equity Partner at Shook Lin & Bok LLP, where she has over 20 years of experience as a Corporate Lawyer specializing in corporate finance and capital markets across Singapore and the Asian region. Ms.
Koh, our Chairman, Chief Executive Officer and Director. Ms. Lee Ling Li , aged 49, is our Chief Financial Officer. She is responsible for the overall finance and accounting functions, trade finance, treasury, payroll, tax and corporate secretarial matters for our Group. She joined our operating subsidiary, Uni-Fuels Singapore, in January 2024.
Koh, our Chairman, Chief Executive Officer and Director. Ms. Lee Ling Li , aged 50, is our Chief Financial Officer. She is responsible for the overall finance and accounting functions, trade finance, treasury, payroll, tax and corporate secretarial matters for our Group. She joined our operating subsidiary, Uni-Fuels Singapore, in January 2024.
Shirley Tan Sey Liy , aged 48, is our Independent Director. She is the Founder and CEO of ST Corporate Advisory Pte Ltd and serves as an Independent Director of Rectitude Holdings Ltd. With over 20 years of experience, Ms. Tan is a qualified Chartered Secretary specializing in corporate secretarial work and compliance advisory.
Shirley Tan Sey Liy , aged 49, is our Independent Director. She is the Founder and CEO of ST Corporate Advisory Pte Ltd and serves as an Independent Director of Rectitude Holdings Ltd. With over 20 years of experience, Ms. Tan is a qualified Chartered Secretary specializing in corporate secretarial work and compliance advisory.
Compensation For the years ended December 31, 2024, 2023 and 2022, we paid an aggregate of approximately US$1.1 million, US$176,160 and nil, respectively in cash and benefits in-kind granted to or accrued on behalf of all of our Directors and members of senior management, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Office, Senior Vice President, Commercial and Vice President, Operations, for their services, in all capacities, and we did not pay any additional compensation to our Directors and members of senior management.
Compensation For the years ended December 31, 2025, 2024 and 2023, we paid an aggregate of approximately US$1.36 million, US$1.1 million and US$176,160, respectively in cash and benefits in-kind granted to or accrued on behalf of all of our Directors and members of senior management, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Senior Vice President, Commercial and Vice President, Operations, for their services, in all capacities, and we did not pay any additional compensation to our Directors and members of senior management.
Chan Yong Xian and Ms. Shirley Tan Sey Liy. Mr. Chan Yong Xian is the chairman of our audit committee. We have determined that each of our audit committee members satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Mr.
Chan Yong Xian, Ms. Shirley Tan Sey Liy and Ms. Gn Jong Yuh Gwendolyn. Mr. Chan Yong Xian is the chairman of our audit committee. We have determined that each of our audit committee members satisfies the “independence” requirements of Rule 5605(c)(2) of the Nasdaq rules and meets the independence standards under Rule 10A-3 under the Exchange Act.
Directors and Senior Management The following table sets forth information regarding our Directors and Executive Officers as at the date of this report: Name Age Position Koh Kuan Hua 39 Chief Executive Officer, Chairman of the Board of Directors and Director Zheng Wenling Stefanie Tay 45 Chief Operating Officer and Director Lee Ling Li 49 Chief Financial Officer Chan Yong Xian 43 Independent Director Gn Jong Yuh Gwendolyn 53 Independent Director Shirley Tan Sey Liy 48 Independent Director The business and working experience and areas of responsibility of our Directors and Executive Officers are set out below: Mr.
Directors and Senior Management The following table sets forth information regarding our Directors and Executive Officers as at the date of this report: Name Age Position Koh Kuan Hua 40 Chief Executive Officer, Chairman of the Board of Directors and Director Zheng Wenling Stefanie Tay 46 Chief Operating Officer and Director Lee Ling Li 50 Chief Financial Officer Chan Yong Xian 44 Independent Director Gn Jong Yuh Gwendolyn 54 Independent Director Shirley Tan Sey Liy 49 Independent Director The business and working experience and areas of responsibility of our Directors and Executive Officers are set out below: Mr.
We also achieved gender diversity by having two female directors out of the total of five directors (including independent directors). Our board is well balanced and diversified in alignment with the business development and strategy of the Company. 6.D.
We also achieved gender diversity by having two female directors out of the total of five directors (including independent directors). Our board is well balanced and diversified in alignment with the business development and strategy of the Company. 6.D. Employees As of December 31, 2025, we had a workforce of 26 employees.
The following table sets forth the number of our employees as of December 31, 2024 by function: Number % of Total Management 5 33 % Finance, Accounting, Human Resource and Administration 4 27 % Sales and Marketing 8 40 % Total 17 100 % Our success depends on our ability to attract, retain and motivate qualified employees that share our values.
The following table sets forth the number of our employees as of December 31, 2025 by function: Number % of Total Management 5 19 % Finance, Accounting, Human Resource and Administration 8 31 % Sales and Marketing 13 50 % Total 26 100 % Our success depends on our ability to attract, retain and motivate qualified employees that share our values.
She obtained a Higher Diploma in Accounting from London of Chamber Commerce and Industry (Singapore) in 1995 and a Diploma in Accounting from Thames School of Commerce Singapore in 1995. Mr. Chan Yong Xian, aged 43, is our Independent Director.
She obtained a Higher Diploma in Accounting from London of Chamber Commerce and Industry (Singapore) in 1995 and a Diploma in Accounting from Thames School of Commerce Singapore in 1995. Mr. Chan Yong Xian , aged 44, is our Independent Director. He is currently the independent director and chairman of the audit committee of YY Group Holding Ltd.
Name of Beneficial Owners (1) Class A Ordinary Shares Beneficially Owned (2) Class B Ordinary Shares Beneficially Owned (2) Approximate percentage of Voting rights Number % Number % % Directors and Executive Officers: Koh Kuan Hua (3) — — 22,650,000 100.0 % 95.87 % Zheng Wenling Stefanie Tay — — — — — Lee Ling Li — — — — — Chan Yong Xian — — — — — Gn Jong Yuh Gwendolyn — — — — — Shirley Tan Sey Liy — — — — — All directors and executive officers as a group — — 22,650,000 100.0 % 95.87 % 5% shareholders: Garden City Private Capital Limited (3) — — 22,650,000 100.0 % 95.87 % Thong Mei Sze 1,470,000 15.05 % — — 0.62 % Wong Chee How 1,470,000 15.05 % — — 0.62 % iCapital Holdings (SG) Pte.
Name of Beneficial Owners (1) Class A Ordinary Shares Beneficially Owned (2) Class B Ordinary Shares Beneficially Owned (2) Approximate percentage of Voting rights Number % Number % % Directors and Executive Officers: Koh Kuan Hua (3) — — 22,650,000 100.0 % 95.85 % Zheng Wenling Stefanie Tay — — — — — Lee Ling Li — — — — — Chan Yong Xian — — — — — Gn Jong Yuh Gwendolyn — — — — — Shirley Tan Sey Liy — — — — — All directors and executive officers as a group — — 22,650,000 100.0 % 95.85 % 5% shareholders: Garden City Private Capital Limited (3) — — 22,650,000 100.0 % 95.85 % (1) Unless otherwise noted, the business address of each of the following entities or individuals is 15 Beach Road, Beach Centre #05-07, Singapore 189677.
He is currently the Chief Financial Officer of Rectitude Holdings Ltd (symbol: RECT), a company listed on Nasdaq and the independent director and chairman of the audit committee of YY Group Holding Ltd. (symbol: YYGH), a company listed on Nasdaq. Mr. Chan is an experienced professional with a long work history in the field of accounting and auditing. Mr.
(symbol: YYGH), a company listed on Nasdaq. Mr. Chan is an experienced professional with a long work history in the field of accounting and auditing. Mr.
Chan Yong Xian qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Nasdaq rules. Our audit committee only consists of two members immediately upon listing.
We have determined that Mr. Chan Yong Xian qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Nasdaq rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.
(3) Represents Shares held of record by Garden City Private Capital Limited, a British Virgin Islands investment holding company wholly owned by Mr. Koh Kuan Hua. (4) Represents Shares held of record by iCapital Holdings (SG) Pte. Ltd. (“iCapital”), a Singapore company.
(2) Applicable percentage of ownership is based on 9,815,000 Class A Ordinary Shares and 22,650,000 Class B Ordinary Shares outstanding as of the date of this report. (3) Represents Shares held of record by Garden City Private Capital Limited, a British Virgin Islands investment holding company wholly owned by Mr. Koh Kuan Hua.
Removed
Therefore, the composition of our audit committee does not comply with Rule 5605(c)(2)(A) of the Nasdaq rules which requires our audit committee to have at least three members. However, we intend to rely on the phase-in rules for newly listed companies under Rule 5615(b)(1)(B).
Added
Our employees are primarily engaged in management, finance, accounting, human resources, administration and sales and marketing functions. Our employees are primarily located in Singapore, Shanghai and Dubai.
Removed
Pursuant to these rules, regarding the requirement to have at least three members on the audit committee, we have until one year after the date the Company’s securities first trade on Nasdaq to comply with the requirement. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.
Removed
Employees As of December 31, 2024, we had a workforce of 16 employees who are located in Singapore and 1 employee who is located in Korea.
Removed
Ltd. (4) 1,470,000 15.05 % — — 0.62 % (1) Unless otherwise noted, the business address of each of the following entities or individuals is 15 Beach Road, Beach Centre #05-07, Singapore 189677. (2) Applicable percentage of ownership is based on 9,765,000 Class A Ordinary Shares and 22,650,000 Class B Ordinary Shares outstanding as of the date of this report.
Removed
Toe Teow Heng is the major shareholder and a director of iCapital, and therefore has voting and dispositive power over the shares owned by iCapital.

Item 7. Management's Discussion & Analysis

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

6 edited+1 added−3 removed2 unchanged
Related Party Transactions The following is a summary of transactions since 2022 to which we have been a party and in which any members of our Board of Directors, any Executive Officers, or Major Shareholders had, has or will have a direct or indirect material interest, other than compensation arrangements which are described under Item 6.B.
Related Party Transactions The following is a summary of transactions since 2023 to which we have been a party and in which any members of our Board of Directors, any Executive Officers, or Major Shareholders had, has or will have a direct or indirect material interest, other than compensation arrangements which are described under Item 6.B.
Compensation: Nature of relationships with related parties Name Relationship with the Company Goh Wee Huan Controlling shareholder who held a controlling interest in Uni-Fuels Singapore from January 1, 2022 to December 8, 2023, and served as director of Uni-Fuels Singapore from December 22, 2022 to December 8, 2023 Koh Kuan Hua Controlling shareholder and director of the Company Garden City Private Capital Limited Major shareholder of the Company and wholly owned by Koh Kuan Hua Sea Oil Petroleum Pte Ltd (“Sea Oil Petroleum”) Under the significant influence of Koh Kuan Hua, who held a minority interest in Sea Oil Petroleum from January 1, 2022 to October 31, 2023, and served as its director from January 1, 2022, to September 26, 2023 Transactions with related parties For the Years Ended December 31, Name Nature 2024 2023 2022 Sea Oil Petroleum (1) Sales of marine fuels $ - $ 2,184,911 $ 10,424,827 Sea Oil Petroleum (2) Brokerage commissions $ - $ 491,269 $ 1,255,725 Sea Oil Petroleum (1) Purchase of marine fuels $ - $ 8,839,579 $ 17,145,449 Goh Wee Huan (3) Advances from a related party $ - $ 678,259 $ - Garden City Private Capital Limited (4) Advances to a shareholder $ 8,534 $ - $ - (1) The amounts for the years ended December 31, 2023 and 2022 represented proceeds from sales of marine fuels to and cost of marine fuels purchased from the related party.
Compensation: Nature of relationships with related parties Name Relationship with the Company Goh Wee Huan Controlling shareholder who held a controlling interest in Uni-Fuels Singapore from January 1, 2022 to December 8, 2023, and served as director of Uni-Fuels Singapore from December 22, 2022 to December 8, 2023 Koh Kuan Hua Controlling shareholder and director of the Company Garden City Private Capital Limited Major shareholder of the Company and wholly owned by Koh Kuan Hua Sea Oil Petroleum Pte Ltd (“Sea Oil Petroleum”) Under the significant influence of Koh Kuan Hua, who held a minority interest in Sea Oil Petroleum from January 1, 2022 to October 31, 2023, and served as its director from January 1, 2022, to September 26, 2023 Transactions with related parties For the Years Ended December 31, Name Nature 2025 2024 2023 Sea Oil Petroleum (1) Sales of marine fuels $ - $ - $ 2,184,911 Sea Oil Petroleum (2) Brokerage commissions $ - $ - $ 491,269 Sea Oil Petroleum (1) Purchase of marine fuels $ - $ - $ 8,839,579 Goh Wee Huan (3) Advances from a related party $ - $ - $ 678,259 Garden City Private Capital Limited (4) Advances to a shareholder $ - $ 8,534 $ - (1) The amounts for the year ended December 31, 2023 represented proceeds from sales of marine fuels to and cost of marine fuels purchased from the related party.
(2) The amounts for the years ended December 31, 2023 and 2022 represented brokerage commissions generated from the related party. (3) The transactions represented advances from the shareholder for operational purposes during the year ended December 31, 2023. The advances were unsecured, non-interest bearing, and repayable on demand.
(2) The amount for the year ended December 31, 2023 represented brokerage commissions generated from the related party. (3) The transactions represented advances from the shareholder for operational purposes during the year ended December 31, 2023. The advances were unsecured, non-interest bearing, and repayable on demand.
Policies and Procedures for Related Party Transactions Our board of directors have established an audit committee which is tasked with review and approval of all related party transactions. 7.C. Interests of Experts and Counsel Not applicable.
The balances were unsecured, non-interest bearing and repayable on demand. Policies and Procedures for Related Party Transactions Our board of directors have established an audit committee which is tasked with review and approval of all related party transactions. 7.C. Interests of Experts and Counsel Not applicable.
The balances were fully settled subsequently. (2) The balances as of December 31, 2024, 2023 and 2022 represented the advances from the shareholder for operational purposes and was assigned by Goh Wee Huan to Koh Kuan Hua on December 8, 2023. The balances were unsecured, non-interest bearing and repayable on demand.
The advances were unsecured, non-interest bearing, and repayable on demand. 54 Balance with related parties As of December 31, Name Nature 2025 2024 2023 Koh Kuan Hua (1) Amounts due to a related party $ - $ 269,467 $ 278,001 (1) The balances as of December 31, 2025, 2024 and 2023 represented the advances from the shareholder for operational purposes and was assigned by Goh Wee Huan to Koh Kuan Hua on December 8, 2023.
Balances were then assigned by Goh Wee Huan to Koh Kuan Hua, coinciding with the transfer of ownership in the Uni-Fuels from Goh Wee Huan to Koh Kuan Hua on December 8, 2023.
Balances were then assigned by Goh Wee Huan to Koh Kuan Hua, coinciding with the transfer of ownership in the Uni-Fuels from Goh Wee Huan to Koh Kuan Hua on December 8, 2023. Out of the total advances of US$678,259, US$400,258 was repaid by the Group in 2024, leaving US$269,467 outstanding as at December 31, 2024.
Removed
Out of the total advances of US$678,259, US$400,258 was repaid by the Group in 2023 and offsetting the amount owing by Garden City Private Capital Limited of US$8,534, leaving US$269,467 outstanding as at December 31, 2024. (4) The transactions represented advances to a shareholder during the year ended December 31, 2024.
Added
(4) The transactions represented advances to a shareholder during the year ended December 31, 2024.
Removed
The advances were unsecured, non-interest bearing, and repayable on demand.
Removed
The balances was offsetting against amount owing to Koh Kuan Hua and no outstanding balances as at December 31, 2024. 54 Balance with related parties As of December 31, Name Nature 2024 2023 2022 Sea Oil Petroleum (1) Accounts receivable $ - $ - $ 709,734 Sea Oil Petroleum (1) Accounts payable $ - $ - $ 979,568 Koh Kuan Hua (2) Amounts due to a related party $ 269,467 $ 278,001 $ - (1) The balances as of December 31, 2022 represented sales income and brokerage commission receivables from and purchase costs payable to the related party.