JBDI Holdings (JBDI) swings to profit but faces Nasdaq bid-price warning

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

JBDI Holdings Limited reported unaudited results for the six months ended November 30, 2025. Revenue fell about 8.1% to approximately $4.1 million from $4.4 million a year earlier, mainly due to weaker demand for reconditioned containers in Singapore, Malaysia and other countries.

Despite lower sales, gross profit held steady at about $3.0 million and gross margin improved to 73.9% from 68.1%, helped by a 21.4% reduction in cost of revenue. General and administrative expenses dropped sharply to approximately $2.9 million from $4.6 million, largely reflecting the absence of one-time IPO-related professional fees. Net income was approximately $0.2 million, compared with a net loss of about $1.6 million in the prior-year period, and basic and diluted earnings per share were $0.01 versus a loss of $0.08.

Operating cash flow improved to an inflow of about $0.4 million from an outflow of $1.6 million, and cash and cash equivalents ended at roughly $2.2 million. Bank borrowings decreased to $34,000, while the company spent about $0.2 million on share repurchases. After period-end, JBDI received a Nasdaq notice that its shares no longer meet the $1 minimum bid requirement and was granted 180 days, until July 6, 2026, to regain compliance.

Positive

Return to profitability: For the six months ended November 30, 2025, JBDI generated net income of approximately $0.2 million versus a net loss of about $1.6 million in the prior-year period, with basic and diluted earnings per share improving to $0.01 from a loss of $0.08.
Cost and cash-flow improvements: General and administrative expenses fell from roughly $4.6 million to about $2.9 million, while net cash from operating activities improved to an inflow of approximately $0.4 million from an outflow of about $1.6 million, and bank borrowings declined to $34,000.

Negative

Nasdaq minimum bid-price deficiency: On January 7, 2026, JBDI received a Nasdaq notice that, based on closing bid prices between November 21, 2025 and January 6, 2026, it no longer meets the $1 per share minimum bid requirement, with 180 days, to July 6, 2026, to regain compliance.

Insights

JBDI swung to a small profit and improved cash flow, but faces Nasdaq listing pressure.

JBDI Holdings delivered a notable turnaround: six-month revenue decreased to $4.074M from $4.435M, yet net income improved to $0.198M from a $(1.572)M loss. The shift was driven by tighter cost control, especially in general and administrative expenses, and steady gross profit around $3.0M.

Gross margin rose to 73.9% from 68.1%, and cash from operations moved to a $0.422M inflow from a $(1.552)M outflow in the prior period. Cash and cash equivalents were $2.196M as of November 30, 2025, while bank borrowings dropped to $34k, and amounts due to related parties were eliminated, modestly strengthening the balance sheet.

However, a January 7, 2026 Nasdaq letter flagged non-compliance with the $1 minimum bid price under Rule 5550(a)(2). The company has until July 6, 2026 to regain compliance, with a possible additional 180 days if criteria are met. This introduces listing-risk alongside existing concentration in Singapore, which provided about 87.4% of six-month revenue.

02/06/2026 - 06:15 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number 001-42259

JBDI Holdings Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

34 Gul Crescent Singapore		629538
(Address of principal executive offices)		(Zip Code)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Unaudited Interim Condensed Financial Results for the Six Months Ended November 30, 2025

On February 5, 2026, JBDI Holdings Limited (the “Company”) released its unaudited interim condensed financial statements for the six months ended November 30, 2025 (the “Six Month Financials”). In addition, the Company released certain supplementary financial information relating to the six months ended November 30, 2025 (“Supplemental Financial Information”).

The Supplemental Financial Information and the Six Month Financials are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 6-K and are incorporated by reference herein and into the Company’s Registration Statement on Form F-1, as amended (File No. 333-276945), filed with the Securities and Exchange Commission.

Exhibit Index

Exhibit Number		Exhibit Title
99.1		Supplemental Financial Information Relating to the Six Months Ended November 30, 2025
99.2		Unaudited Interim Condensed Financial Statements for the Six Months Ended November 30, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 6, 2026

/s/ Lim Chwee Poh
Lim Chwee Poh, Chief Executive Officer and Executive Director (Principal Executive Officer)

Date: February 6, 2026

/s/ Liang Zhao Rong
Liang Zhao Rong, Chief Financial Officer (Principal Accounting and Financial Officer)

Exhibit 99.1

JBDI Holdings Limited and Subsidiaries

Summary of Consolidated Financial and Other Data

	Six Months ended November 30,
	2025			2024
	’000			’000

Revenue	$	4,074		$	4,435
Loss from operations	$	(10	)	$	(1,632	)
Net income (loss)	$	198		$	(1,572	)

Net income (loss) per share	$	0.01		$	(0.08	)
Number of shares outstanding (’000)		19,029			19,788

●	Revenue decreased by approximately $0.3 million or 8.1% to approximately $4.1 million for the six months ended November 30, 2025 from approximately $4.4 million for the six months ended November 30, 2024.
●	Loss from operations was approximately $0.01 million for the six months ended November 30, 2025 as compared to loss from operations was approximately $1.6 million for the six months ended November 30, 2024.
●	Net income was approximately $0.2 million for the six months ended November 30, 2025 as compared net loss approximately $1.6 million for the six months ended November 30, 2024.
●	Net income per share was $0.01 as of November 30, 2025, compared to net loss per share was $0.08 as of November 30, 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the six months ended November 30, 2025 and 2024, our net revenue amounted to approximately $4.1 million and approximately $4.4 million, respectively, of which Singapore accounted for approximately $3.6 million for the six months ended November 30, 2025 and approximately $3.8 million for the six months ended November 30, 2024, respectively. Indonesia accounted for approximately $0.4 million for the six months ended November 30, 2025 and approximately $0.4 million for the six months ended November 30, 2024, respectively and Malaysia and other countries accounted for approximately $0.1 million for the six months ended November 30, 2025 and approximately $0.2 million for the six months ended November 30, 2024, respectively.

Our net income amounted to approximately $0.2 million for the six months ended November 30, 2025 and net loss amounted to approximately $1.6 million for the six months ended November 30, 2024, respectively.

Revenue

As set forth in the following table, during the six months ended November 30, 2025 and 2024, our revenue was derived from the sales of Reconditioned and new Containers, reconditioning and waste water equipment services and sales of Recycled materials serving the chemical and oil and gas industries:

	Six Months Ended November 30,
	2025				2024
	$’000		%		$’000		%

Revenue
Sales of Reconditioned Containers		2,449		60.1		2,982		67.2
Sales of new Containers		465		11.4		367		8.3
Reconditioning services		207		5.1		258		5.8
Sales of Recycled materials and services		953		23.4		828		18.7

Total		4,074		100.0		4,435		100.0

Our total revenue decreased by approximately $0.3 million or 8.1% to approximately $4.1 million for the six months ended November 30, 2025 from approximately $4.4 million for the six months ended November 30, 2024. Such decrease was mainly attributable to the decrease in demand for Reconditioned Containers in Singapore, and Malaysia and other countries of approximately $0.3 million.

Our net income amounted to approximately $0.2 million for the six months ended November 30, 2025 and our net loss amounted to approximately $1.6 million for the six months ended November 30, 2024, respectively. The net income for the six months ended November 30, 2025 was mainly caused by the decrease in expenses and one-time off professional fees related initial public offerings (IPO).

Approximately 87.4% and 86.0% of our total revenue for the six months ended November 30, 2025 and 2024, respectively, were generated from customers located in Singapore. For the same six month periods, our revenue generated from customers located in Indonesia accounted for approximately 10.6% and 9.6% of our total revenue, respectively. For the same six month periods, our revenue generated from customers located in Malaysia accounted for approximately 2.0% and 4.4% of our total revenue, respectively.

Revenue by geographical locations

During the six months ended November 30, 2025 and 2024, the customers for our sale of Reconditioned Containers, Sales of new Containers, Reconditioning services, waste water equipment services and sales of Recycled materials were mainly located in Singapore. The following table sets out a breakdown of our revenue by geographic location of our customers for the six months ended November 30, 2025 and 2024:

	Six Months Ended November 30,
	2025				2024
	$’000		%		$’000		%

Singapore
Sales of Reconditioned Containers		1,934		54.3		2,363		61.9
Sales of new Containers		465		13.1		367		9.6
Reconditioning services		207		5.8		258		6.8
Sales of Recycled materials		953		26.8		828		21.7

Total		3,559		100.0		3,816		100.0

	Six Months Ended November 30,
	2025				2024
	$’000		%		$’000		%

Indonesia
Sales of Reconditioned Containers		431		100.0		424		100.0

Total		431		100.0		424		100.0

	Six Months Ended November 30,
	2025				2024
	$’000		%		$’000		%

Malaysia and other countries
Sales of Reconditioned Containers		84		100.0		195		100.0

Total		84		100.0		195		100.0

Singapore

The revenue in Singapore decreased by approximately $0.2 million for the six months ended November 30, 2025, as compared to the corresponding six months ended November 30, 2024, and this was primarily attributable to the decrease in local demand for Reconditioned Containers.

Indonesia

The revenue in Indonesia increased by approximately $0.01 million for the six months ended November 30, 2025, as compared to the corresponding six months ended November 30, 2024, and this was primarily attributable to the increase in orders for Reconditioned Containers from existing customers.

Malaysia and other countries

The revenue in Malaysia and other countries decreased by approximately $0.1 million for the six months ended November 30, 2025, as compared to the corresponding six months ended November 30, 2024, and this was primarily attributable to the decrease in local demand for Reconditioned Containers.

Cost of revenue

During the six months ended November 30, 2025 and 2024, our cost of revenues decreased by approximately $0.3 million or 21.4% to approximately $1.1 million for the six months ended November 30, 2025 from approximately $1.4 million for the six months ended November 30, 2024. Such decrease was mainly attributable to the decrease in our sales in Singapore, and Malaysia and other countries of approximately $0.3 million.

Gross profit and gross profit margin

Our total gross profit amounted to approximately $3.0 million and approximately $3.0 million for the six months ended November 30, 2025 and 2024, respectively. Our overall gross profit margins were approximately 73.9% and 68.1%for the six months ended November 30, 2025 and 2024, respectively. Our total gross profit is similar during the six months ended November 30, 2025 from the corresponding period in 2024 generally due to decrease in revenue and cost of revenue resulting in similar profit margins from the sales of Reconditioned Containers.

Selling and distribution expenses

Our selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound shipments. The following table sets forth the breakdown of our selling and distribution expenses for the six months ended November 30, 2025 and 2024:

	Six Months Ended November 30,
	2025				2024
	$’000		%		$’000		%

Advertising		3		3.5		4		5.1
Commission		23		27.1		14		17.7
Freight charges		55		64.7		55		69.6
Transportation		3		3.5		3		3.8
Travelling		1		1.2		3		3.8

Total		85		100.0		79		100.0

Our selling and distribution expenses remained relatively stable at approximately $0.1 million and approximately $0.1 million for the six months ended November 30, 2025 and 2024, respectively, representing 2.1% and 1.8% of our total revenue for the corresponding six month periods.

Administrative expenses

The following table sets forth the breakdown of our administrative expenses for the six months ended November 30, 2025 and 2024:

	Six Months Ended November 30,
	2025				2024
	$’000		%		$’000		%

Depreciation		174		6.0		176		3.8
Salaries and related costs		1,782		61.4		1,961		42.9
Repair and maintenance		30		1.0		28		0.6
Upkeep of motor vehicles		128		4.4		142		3.1
Logistics services		346		11.9		601		13.1
Management fees		-		-		90		2.0
Others		441		15.2		1,576		34.5

Total		2,901		100.0		4,574		100.0

A decrease in administrative expenses by approximately $1.7 million from approximately $4.6 million for the six months ended November 30, 2024 to approximately $2.9 million for the six months ended November 30, 2025, respectively, representing 103.1% and 71.2% of our total revenue for the relevant six month periods. This is mainly due to other miscellaneous for one-time off professional fees related to initial public offerings (IPO).

Staff costs mainly represented salaries, employee benefits and retirement benefit costs to our employees and directors’ remuneration. Staff costs increased to approximately $1.8 million for the six months ended November 30, 2025 from $2.0 million for the six months ended November 30, 2024, respectively.

Depreciation expense is charged on our property, plant and equipment which includes (i) leasehold buildings; (ii) right-of-use assets; (iii) motor vehicles; and (iv) office equipment, and furniture and fittings.

Miscellaneous expenses mainly comprised insurance expenses, office supplies, legal and professional fees, repair and maintenance, vehicles upkeep, and other miscellaneous expenses including one time off professional fees related initial public offerings (IPO).

Other income (expenses), Net

The following table sets forth the breakdown of our other income (expense) for the six months ended November 30, 2025 and 2024:

	Six Months Ended November 30,
	2025			2024
		$’000			$’000

Loss from disposal of plant and equipment		(6	)		-
Interest incomes		2			2
Interest expenses		(13	)		(18	)
Government grants		19			2
Foreign exchange loss, net		*			(1	)
Other incomes		201			76

Total		203			61

*Denotes the amount less than $1,000.

Interest expenses were approximately $0.01 million for the six months ended November 30, 2025 and approximately $0.02 million for the six months ended November 30, 2024 from our bank loans and financing facilities.

Income tax expenses

During the six months ended November 30, 2025 and 2024, our income tax expense was comprised of our current tax expense for the relevant six months periods.

For the six months ended November 30, 2025, our income tax refund was approximately $0.06 due to overpayment for previous year.

For the six months ended November 30, 2024, our income tax was approximately $0.01 million and our effective tax rate was 0.1% due to the decrease in non-deductible expenses. Such income tax decrease was generally in line with the decrease in our profit for the six months periods.

Net income (loss)

As a result of the foregoing, our net income amounted to approximately $0.2 million for the six months ended November 30, 2025 and our net loss amounted to approximately $1.6 million for the six months ended November 30, 2024, respectively.

Liquidity and Capital Resources

Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.

Cash flows

The following table summarizes our cash flows for the six months ended November 30, 2025 and 2024:

	Six Months Ended November 30,
	2025			2024
	$’000			$’000

Cash and cash equivalents at beginning of the period		2,727			190

Net cash provided by (used in) operating activities		422			(1,552	)
Net cash used in investing activities		(23	)		-
Net cash (used in) provided by financing activities		(480	)		5,128
Effect on exchange rate change on cash and cash equivalents		(450	)		3,576

Net change in cash and cash equivalents		(531	)		(52	)

Cash and cash equivalents as at end of the period		2,196			3,714

Cash flows from operating activities

For the six months ended November 30, 2025, our net cash provided by operating activities was approximately $0.4 million, which primarily consisted of our net income of $0.2 million, adding back (i) the non-cash depreciation of property, plant and equipment and right-of-use assets of approximately $0.2 million, and (ii) the decrease in accounts receivables of approximately $0.2 million, and was partially offset by (a) the decrease in accounts payable of approximately $0.2 million.

For the six months ended November 30, 2024, our net cash used in operating activities was approximately $1.6 million, which primarily consisted of our net loss of $1.6 million, adding back and (i) the increase in accounts receivables of approximately $0.1 million, (ii) the decrease in accounts payables of approximately $0.1 million, (c) tax payment of approximately $0.01 million and was partially offset by (a) the non-cash depreciation of property, plant and equipment and right-of-use assets of approximately $0.2 million.

Cash flows from investing activities

For the six months ended November 30, 2025, our net cash used in investing activities was approximately $0.02 million, primarily consisting of the purchase of property, plant and equipment.

For the six months ended November 30, 2024, there is no movement in net cash from investing activities.

Cash flows from financing activities

Our cash flows used in financing activities primarily consists of dividend paid, interest paid, proceeds from loans, repayment of loans, payment for interest portion of lease liabilities, payment for capital portion of lease liabilities and proceeds from the issuance of new shares related to initial public offerings (IPO).

For the six months ended November 30, 2025, our net cash used in financing activities of approximately $0.5 million, which mainly consisted of bank loan and lease liabilities repayment of approximately $0.3 million and share buyback of approximately $0.2 million.

For the six months ended November 30, 2024, our net cash provided by financing activities of approximately $5.1 million, which mainly consisted of bank loan and lease liabilities repayment of approximately $0.2 million, repayment to related parties of approximately $1.3 million and offset by the issuance of new shares for initial public offerings (IPO) of approximately $6.7 million.

About JBDI Holdings Limited

JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and across Southeast Asia. With nearly four decades of industry experience, JBDI Holdings Limited has established a strong reputation for quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services.

Our mission is to help our customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs. For more information, please visit https://www.jbdi.barrels.com.sg.

Safe Harbor Statement

This press release contains forward-looking statements that reflect our current expectations and views of future events. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors” in the registration statement on Form F-1 related to the Offering, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements involve various risks and uncertainties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. We qualify all of our forward-looking statements by these cautionary statements.

Contact:

JBDI Holdings Limited Contact:

Liang Zhao Rong

Chief Financial Officer

Telephone +65 6861 4150

zhaorong.liang@eugroup.com.sg

Exhibit 99.2

Index to Unaudited Interim Condensed Consolidated Financial Statements

		PAGE

Unaudited Interim Condensed Consolidated Balance Sheets as of November 30, 2025 and May 31, 2025		F-2

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income for Six Months ended November 30, 2025 and 2024		F-3

Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity for Six Months ended November 30, 2025 and 2024		F-4

Unaudited Interim Condensed Consolidated Statements of Cash Flows for Six Months ended November 30, 2025 and 2024		F-5

Notes to Unaudited Interim Condensed Consolidated Financial Statements		F-6

F-1

JBDI HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”))

	As of November 30, 2025			As of May 31, 2025
	$’000			$’000
ASSETS
Current assets:
Cash and cash equivalents		2,196			2,727
Accounts receivable, net		1,536			1,624
Inventories		266			268
Deposits, prepayments and other receivables		397			132

Total current assets		4,395			4,751

Non-current assets:
Property and equipment, net		576			703
Right-of-use assets		1,002			1,041

Total non-current assets		1,578			1,744

TOTAL ASSETS		5,973			6,495

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		884			1,173
Amounts due to related parties		-			3
Bank borrowings		34			236
Lease liabilities		59			73
Income tax payable		9			9

Total current liabilities		986			1,494

Long-term liabilities:
Lease liabilities		1,005			1,041

Total long-term liabilities		1,005			1,041

TOTAL LIABILITIES		1,991			2,535

Shareholders’ equity
Ordinary share, par value $0.0005, 1,000,000,000 Ordinary Shares authorized, 19,787,500 Ordinary Shares issued and 19,029,064 outstanding and 19,254,471 Ordinary Shares outstanding, as of November 30, 2025 and May 31, 2025		10			10
Additional paid-in capital		8,200			8,200
Treasury shares, at cost: 758,436, respectively		(804	)		(571	)
Capital reserves		2			2
Accumulated losses		(3,429	)		(3,627	)
Accumulated other comprehensive income (loss)		3			(54	)

Total shareholders’ equity		3,982			3,960

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		5,973			6,495

See accompanying notes to consolidated financial statements.

F-2

JBDI HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Currency expressed in United States Dollars (“US$”))

	Six Months Ended November 30,
	2025			2024
	$’000			$’000

Revenue, net		4,074			4,435

Cost of revenue		(1,062	)		(1,414	)

Gross profit		3,012			3,021

Operating cost and expenses:
Selling and distribution		(85	)		(79	)
General and administrative		(2,937	)		(4,574	)

Total operating cost and expenses		(3,022	)		(4,653	)

Loss from operations		(10	)		(1,632	)

Other income (expense):
Loss from disposal of plant and equipment		(6	)		-
Interest income		2			2
Interest expense		(13	)		(18	)
Government grant		19			2
Foreign exchange loss, net		*			(1	)
Other income		201			76

Total other income, net		203			61

Income (Loss) before income taxes		193			(1,571	)

Income tax benefit (expense)		5			(1	)

NET INCOME (LOSS)		198			(1,572	)

Net (loss) income per share
Basic and Diluted		0.01			(0.08	)

Weighted average number of Ordinary Shares outstanding
Basic and Diluted (’000)		19,254			19,788

NET INCOME (LOSS)		198			(1,572	)

Other comprehensive (loss) income:
Foreign currency translation adjustment		57			(48	)

COMPREHENSIVE INCOME (LOSS)		255			(1,620	)

*	Denotes the amount less than $1,000

See accompanying notes to consolidated financial statements.

F-3

JBDI HOLDINGS LIMITED AND SUBSIDIARIES

UNAIDTED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Ordinary Shares					Additional					Accumulated other								Total
	No. of					paid-in		Treasury			comprehensive			Capital		Accumulated			shareholders’
	shares			Amount		capital		Shares			loss			reserves		losses			equity
	’000			$’000		$’000		$’000			$’000			$’000		$’000			$’000

Balance as of May 31, 2025		19,254			10		8,200		(571	)		(54	)		2		(3,627	)		3,960

Foreign currency translation adjustment		-			-		-		-			57			-		-			57
Net income for the period		-			-		-		-			-			-		198			198
Shares repurchased by the Company		(225	)		-		-		(233	)		-			-		-			(233	)

Balance as of November 30, 2025		19,029			10		8,200		(804	)		3			2		(3,429	)		3,982

	Ordinary Shares				Additional		Accumulated other								Total
	No. of				paid-in		comprehensive			Capital		Accumulated			shareholders’
	shares		Amount		capital		loss			reserves		losses			equity
	’000		$’000		$’000		$’000			$’000		$’000			$’000

Balance as of May 31, 2024		18,038		9		1,503		(223	)		2		(907	)		384

Issuance of new shares		1,750		1		6,697		-			-		-			6,698
Foreign currency translation adjustment		-		-		-		(48	)		-		-			(48	)
Net loss for the period		-		-		-		-			-		(1,572	)		(1,572	)

Balance as of November 30, 2024		19,788		10		8,200		(271	)		2		(2,479	)		5,462

See accompanying notes to consolidated financial statements.

F-4

JBDI HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Six Months Ended November 30,
	2025			2024
	$’000			$’000

Cash flows from operating activities:
Net income (loss)		193			(1,571	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation of property and equipment		142			144
Depreciation of right-of-use assets		32			32
Loss from disposal of property and equipment		6			-

Change in operating assets and liabilities:
Accounts receivable		219			(100	)
Inventories		1			-
Accounts payable and accrued liabilities		(176	)		(56	)
Income tax payable		5			(1	)

Net cash provided by (used in) operating activities		422			(1,552	)

Cash flows from investing activities:
Purchase of property and equipment		(54	)		-
Proceeds from disposal of property and equipment		31			-

Net cash used in investing activities		(23	)		-

Cash flows from financing activities:
Repayment of bank borrowings		(201	)		(191	)
Repayment of lease liabilities		(44	)		(55	)
Issuance of new shares		-			6,698
Repayment of amounts due to related parties (dividend payables)		-			(1,324	)
Repurchases of shares		(233	)		-

Net cash (used in) provided by financing activities		(478	)		5,128

Effect on exchange rate change on cash and cash equivalents		(452	)		3,576

Net change in cash and cash equivalent		(531	)		(52	)

BEGINNING OF PERIOD		2,727			190

END OF PERIOD		2,196			3,714

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash refund (paid) for income taxes		6			(1	)
Cash paid for interest		13			18

See accompanying notes to consolidated financial statements.

F-5

JBDI HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE－1 BUSINESS OVERVIEW AND BASIS OF PRESENTATION

JBDI Holdings Limited (“JBDI Holdings”) is incorporated in the Cayman Islands on October 11, 2022 under the Companies Act as an exempted company with limited liability. The authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value $0.001 each. On February 7, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company’s shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”) and to change the Company’s authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.

JBDI Holdings, through its subsidiaries (collectively referred to as the “Company”) are mainly engaged in the Reconditioned and Recycled of Containers in Singapore. The Company has over 20 years of experience in the Reconditioned and Recycled of Containers in the Recycling industry.

Description of subsidiaries incorporated and controlled by the Company

Name	Background	Effective ownership

JBDI	British Virgin Islands company Incorporated on October 10, 2022 Issued and outstanding 10,000 ordinary shares for $10,000 Investment holding Provision of investment holding	100% owned by JBDI Holdings

Jurong Barrels	Singaporean company Incorporated on September 17, 1983 Issued and outstanding 2,000,000 ordinary shares for S$2,000,000	100% owned by JBDI

JBDI Systems	Singaporean company Incorporated on May 4, 2017 Issued and outstanding 100 ordinary shares for S$100	100% owned by Jurong Barrels

Reorganization

Since 2022, the Company completed several transactions for the purposes of a group reorganization, as below:-

On October 10, 2022, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC (initial shareholders) and Arc Development entered into the Acquisition Agreement, pursuant to which Arc Development acquired 490 Ordinary Shares of JBDI (representing approximately 4.9% shareholding interest in JBDI) from E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC for consideration of $800,000. As a term of the acquisition, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC undertakes to transfer the entire issued share capital of Jurong Barrels to the JBDI. Following such transfer, E U Holdings owns 5,706 Ordinary Shares, Mr. Lim CP owns 475 Ordinary Shares, Ms. Siow KL owns 1,427 Ordinary Shares, Mr. Lim KS owns 475 Ordinary Shares, Mr. Lim TC 1,427 Ordinary Shares and Arc Development owns 490 Ordinary Shares, respectively.

On October 10, 2022, E U Holdings entered into a transfer agreement with Goldstein for the transfer of 4.90% of the issued share capital of JBDI.

F-6

On January 12, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC and JBDI entered into a sale and purchase agreement pursuant to which E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC transferred its entire shareholding interest in Jurong Barrels to JBDI. The consideration is settled by JBDI allotting and issuing 1 Ordinary Share to each of E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC credited as fully paid.

On May 30, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein, Arc Development and JBDI Holdings entered into a reorganization agreement, pursuant to which E U Holdings, Mr. Lim CP, Ms Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development, transferred their respective 5,216 Ordinary Shares, 475 Ordinary Shares, 1,427 Ordinary Shares, 475 Ordinary Shares, 1,427 Ordinary Shares, 490 Ordinary Shares and 490 Ordinary Shares respectively into JBDI Holdings. The consideration is settled by JBDI Holdings issuing 4,704,179 Ordinary Shares, 429,292 Ordinary Shares, 1,286,074 Ordinary Shares, 429,292 Ordinary Shares, 1,286,074 Ordinary Shares, 441,919 Ordinary Shares and 441,919 Ordinary Shares to E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development respectively, credited as fully paid.

Prior to a group reorganization, JBDI was the holding company of a group of companies comprised of Jurong Barrels and JBD Systems. JBDI held as to 52.16% by E U Holdings, 4.76% by Mr. Lim CP, 14.26% by Ms. Siow KL, 4.76% by Mr. Lim KS, 14.26% by Mr. Lim TC, 4.90% by Goldstein and 4.90% by Arc Development, the latter two of which are an independent third parties. Upon completion of the reorganization, E U Holdings owns 4,704,180 Ordinary Shares, Mr. Lim CP owns 429,292 Ordinary Shares, Ms. Siow KL owns 1,286,074 Ordinary Shares, Mr. Lim KS owns 429,292 Ordinary Shares, Mr. Lim TC owns 1,286,074 Ordinary Shares, Goldstein owns 441,919 Ordinary Shares and Arc Development owns 441,919 Ordinary Shares of the Company respectively, and JBDI, Jurong Barrels and JBD Systems become directly/indirectly owned subsidiaries.

During the six months ended November 30, 2025 and 2024, presented in these consolidated financial statements, the control of the entities has never changed (always under the control of JBDI Holdings). Accordingly, the combination has been treated as a corporate restructuring (“Reorganization”) of entities under common control and thus the current capital structure has been retroactively presented in prior years as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all years to which such entities were under common control. The consolidation of JBDI Holdings and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first year presented in the accompanying consolidated financial statements.

NOTE－2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

●	Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

●	Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the six months presented. Significant accounting estimates in the period include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions used in assessing right-of-use assets and impairment of long-lived assets, and deferred tax valuation allowance.

The Inputs Into the management’s judgments and estimates consider the economic Implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

F-7

●	Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

●	Foreign Currency Translation and Transaction

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in their local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the financial period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.

Translation of amounts from S$ into US$ has been made at the following exchange rates for the six months ended November 30, 2025 and 2024:

	November 30, 2025		November 30, 2024

Period-end US$:S$ exchange rate	S$	1.2880	S$	1.3427

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.

●	Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.

●	Accounts Receivable, net

Accounts receivable include trade accounts due from customers in the sale of products.

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon the execution of the insurance policies. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.

F-8

The Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.

●	Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

●	Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

		Expected useful life
Factory and office equipment		5 years
Factory improvement		5 years
Leasehold factory premises		30 years
Furniture and fittings		10 years
Machinery and equipment		10 years
Motor vehicles and forklifts		5 years
Renovation		5 years
Leasehold land		22 years

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the Results of operations.

●	Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

●	Revenue Recognition

The Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

ASC 606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

	Step 1:	Identify the contract(s) with a customer.
	Step 2:	Identify the performance obligations in the contract.
	Step 3:	Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

F-9

	Step 4:	Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
	Step 5:	Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

Majority of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:

Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally met when the products are:

	●	Invoiced.
	●	Shipped from the Company’s facilities or warehouse (“Ex-works”, which is the Company’s standard shipping term).

For these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the time the products are shipped.

The Company records its revenues on product sales, net of good & service taxes (“GST”) upon the services are rendered and the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority of the products at the rate of 9% on the invoiced value of sales in Singapore.

Amounts received as prepayment on future products are recorded as customer deposit and recognized as income when the product is shipped.

●	Shipping and Handling Costs

Shipping and handling costs are approximately $0.1 million and approximately $0.1 million which associated with the distribution of the products to the customers which are borne by the Company’s suppliers or distributors during the six months ended November 30, 2025 and 2024.

●	Sales and Marketing

Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense was approximately $0.003 million and approximately $0.003 million for the six months ended November 30, 2025 and 2024, respectively.

●	Government Grant

A government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s expectation of when the conditions attached to the grant can be fulfilled. For the six months ended November 30, 2025 and 2024, the Company received government subsidies of approximately $0.02 million and approximately $0.02 million, respectively, which are recognized as government grant in the consolidated statements of operations.

F-10

●	Comprehensive Income (Loss)

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

●	Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the six months in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the six months ended November 30, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions. As of November 30, 2025 and May 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

●

Leases

Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.

The accounting update also requires that for finance leases, a lessee recognize Interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

F-11

●	Retirement Plan Costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the six months ended November 30, 2025 and 2024, approximately $0.07 million and approximately $0.07 million, respectively, contributions were made accordingly.

●	Segment Reporting

FASB ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. For the six months ended November 30, 2025 and 2024, the Company has one reporting business segment.

●	Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosure of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

●	Commitments and Contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

F-12

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

●	Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately $74,360) if the bank with which an individual/a company hold its eligible deposit fails. As of November 30, 2025, bank and cash balances of approximately $2.2 million was maintained at financial institutions in Singapore, of which approximately $2.1 million was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts are based on the estimated realizable value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.

●	Exchange Rate Risk

The reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in S$ and a significant portion of the assets and liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and S$. If S$ depreciates against US$, the value of S$ revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

●	Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

●	Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

	●	Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
	●	Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
	●	Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

F-13

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable, amount due to a related party, accounts payable, escrow liabilities, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party valuation based upon loan level data including note rate, type and term of the underlying loans.

The Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact that inputs used to measure fair value are unobservable and require management’s judgment.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

●	Recently Issued Accounting Pronouncements

The Company is an “emerging growth company” (the “EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, the EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In September 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities on an annual basis to disclose (1) specific categories in the tax rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, though retrospective application is permitted.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which focuses on improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. A public entity shall disclose for each reportable segment the significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss. ASU 2023-07 also requires entities to provide in interim periods all disclosure about a reportable segment’s profit or loss and assets that are currently required annually. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the financial statements. ASU 2023-07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The Company is currently in the process of evaluating the disclosure impact of the new guidance on the financial statements.

In December 2023, the FASB issued ASU 2024-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this pronouncement on our disclosures.

Other accounting standards that have been issued by the FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

Except as mentioned above, we do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

NOTE － 3 DISAGGREGATION OF REVENUE

The following tables present the Company’s revenue disaggregated by business segment and geography, based on management’s assessment of available data:

	Six Months Ended November 30,
	2025		2024
	$’000		$’000
Sales at a single point in time
Sales of containers and recycled materials		3,570		3,887
Services		504		258

		4,074		4,145
Sales over time
Rental		-		290

		4,074		4,435

F-14

In accordance with ASC 280, Segment Reporting (“ASC 280”), we have one reportable geographic segment. Sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following tables:

	Six Months Ended November 30,
	2025		2024
	$’000		$’000

Singapore		3,559		3,816
Indonesia		431		424
Malaysia and other countries		84		195

		4,074		4,435

NOTE－4 ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of November 30, 2025			As of May 31, 2025
	$’000			$’000

Accounts receivable – third parties		1,676			1,941
Less: allowance for doubtful accounts		(140	)		(317	)

Accounts receivable, net		1,536			1,624

	As of November 30, 2025			As of May 31, 2025
	$’000			$’000

Opening balance		317			317
Additions		-			133
Reversal		(177	)		(148	)
Effect of exchange rate		-			15

Closing balance		140			317

For six months ended November 30, 2025 and the financial year ended May 31, 2024, the Company has made the allowance for expected credit loss and charged to the consolidated statements of operations. The Company has not experienced any significant bad debt write-offs of accounts receivable in the past.

The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.

At November 30, 2025 and May 31, 2024, there are outstanding amounts of approximately $0.3 million which are at least 90 days past due.

NOTE－5 INVENTORIES

The Company’s inventories were as follows:-

	As of November 30, 2025		As of May 31, 2025
	$’000		$’000

Finished goods		266		268

		266		268

F-15

NOTE－6 PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

	As of November 30, 2025			As of May 31, 2025
	$’000			$’000
At cost:
Factory and office equipment		39			40
Factory improvement		748			745
Leasehold factory premises		578			581
Furniture & fittings		22			22
Machinery and equipment		1,691			1,724
Motor vehicles and forklifts		970			974
Renovation		103			104

		4,151			4,190
Less: accumulated depreciation		(3,350	)		(3,261	)
Less: provision for impairment		(225	)		(226	)

Property and equipment, net		576			703

Depreciation expense for the six months ended November 30, 2025 and 2024 were at approximately $0.1 million and approximately $0.2 million, respectively.

Provision for impairment of property and equipment as of November 30, 2025 and May 31, 2025 were at approximately $0.2 million.

Right-of-use assets under operating leasing arrangements classified under leasehold buildings as of November 30, 2025 and May 31, 2025 amounted to approximately $1.0 million and approximately $1.1 million, respectively. Details of such leased assets are disclosed in Note 9.

NOTE－7 AMOUNTS DUE TO RELATED PARTIES

Amounts due to related parties consisted of the following:

	As of November 30, 2025		As of May 31, 2025
	$’000		$’000
Due to related parties*
- E U Holdings Pte. Ltd.⁽¹⁾		-		663
- Soon Aik Global Pte Ltd⁽²⁾		-		8
- Amount due to shareholders⁽³⁾		-		395
- Amount due to director loans⁽⁴⁾		-		245
- Amount due to KDS Steel Pte Ltd⁽⁵⁾		-		5

		-		1,316

(1)	E U Holdings Pte. Ltd. is company incorporated in Singapore and owned 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan.
(2)	Soon Aik Global Pte Ltd is company incorporated in Singapore and owned 25% by Mr. Neo Chin Heng.
(3)	The shareholders consist of Ms. Siow KL, Mr. Lim TC, Mr. Lim KS and Arc Development.
(4)	The director loans are due to Mr. Lim CP.
(5)	KDS Steel Pte. Ltd. is company incorporated in Singapore and owned 100% by E U Holdings Pte Ltd.

*	The amounts are unsecured, interest-free and non-repayable on demand.

F-16

NOTE－8 BANK BORROWINGS

Bank borrowings consisted of the following:

	Term of repayments	Annual interest rate			As of November 30, 2025		As of May 31, 2025
					$’000		$’000

Term loans	Within 5 years		2.0	%		34		236

						34		236
Representing:-
Within 12 months						34		236

						34		236

As of November 30, 2025 and May 31, 2025, bank borrowing was obtained from a financial institution in Singapore, which bear annual interest at a fixed rate at 2.0% and are repayable in 5 years. The bank borrowing is subject to certain financial covenant clauses and did not comply with certain financial covenant clauses.

The Company’s bank borrowing is guaranteed under the personal from Mr. Lim CP and under the corporate from E U Holdings Pte Ltd.

NOTE－9 RIGHT-OF-USE ASSETS

Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

	As of November 30, 2025			As of May 31, 2025
	$’000			$’000
At cost:
Right-of-use assets		1,415			1,424

		1,415			1,424
Less: accumulated depreciation		(413	)		(383	)

Right-of-use assets, net		1,002			1,041

Right-of-use assets under operating leasing arrangements classified under leasehold buildings as of November 30, 2025 and May 31, 2025, amounted to approximately $1.0 million and approximately $1.0 million, respectively.

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.

The Company adopts 2.0% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining life of the lease was 3 years.

F-17

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

	As of November 30, 2025		As of May 31, 2025
	$’000		$’000

Assets
Operating lease, right-of-use asset, net		1,002		1,041

Total right-of-use asset		1,002		1,041

Liabilities
Current:
Operating lease liabilities		59		73

		59		73

Non-current:
Operating lease liabilities		1,005		1,041

		1,005		1,041

Total lease liabilities		1,064		1,114

As of November 30, 2025, right-of-use assets were approximately $1.0 million and lease liabilities were approximately $1.1 million.

As of May 31, 2025, right-of-use assets were approximately $1.0 million and lease liabilities were approximately $1.1 million.

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the lease expense for the six months.

	Six Months Ended November 30,
	2025		2024
	$’000		$’000

Operating lease cost:
Short-term lease expense (other than ASC 842)		601		601

Total lease expense		601		601

Components of Lease Expense

We recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.

F-18

Future Contractual Lease Payments as of November 30, 2025

The below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next two financial years ending November 30:

Financial Years Ending November 30,	Operating and finance lease amount
	$’000

2026		100
2027		1,028
Less: interest		(2	)

Present value of lease liabilities		1,126

Representing:
Current liabilities		98
Non-current liabilities		1,028

		1,126

NOTE－10 SHAREHOLDERS’ EQUITY

Ordinary Shares

The Company was established under the laws of Cayman Islands on October 11, 2022 with authorized share of $500,000 divided into 500,000,000 Ordinary Shares of par value $0.001 each. On February 7, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company’s shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”) and to change the Company’s authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.

The Company is authorized to issue one class of ordinary share.

The holders of the Company’s ordinary share are entitled to the following rights:

Voting Rights: Each share of the Company’s ordinary share entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders. Holders of the Company’s ordinary shares are not entitled to cumulative voting rights with respect to the election of directors.

Dividend Right: Subject to limitations under Cayman law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s ordinary share are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.

Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary share are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.

Other Matters: The holders of the Company’s ordinary share have no subscription, redemption or conversion privileges. The Company’s ordinary share does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s ordinary share are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s ordinary share are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.

F-19

NOTE－11 INCOME TAXES

The provision for income taxes consisted of the following:

	Six Months Ended November 30,
	2025			2024
	$’000			$’000

Income tax (refund) expense		(5	)		1

Income tax (refund) expense		(5	)		1

The effective tax rate in the six months presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions in which they operate, as follows:

BVI

JBDI is considered to be an exempted British Virgin Islands Company and are presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

Singapore

Jurong Barrels and JBD Systems are operating in Singapore and are subject to the Singapore tax law at the corporate tax rate at 17% on the assessable income arising in Singapore during its tax year.

The reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the six months ended November 30, 2025 and 2024 are as follows:

	Six Months Ended November 30,
	2025			2024
	$’000			$’000

Income (Loss) before income taxes		193			(238	)
Statutory income tax rate		17	%		17	%
Income tax refund (expense) at statutory rate		33			(40	)
Tax effect of non-deductible items		(33	)		40
(Over) under provision		(5	)		1

Income tax (refund) expense		(5	)		1

Uncertain tax positions

The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of November 30, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the six months ended November 30, 2025 and 2024, and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from November 30, 2025.

F-20

NOTE－12 RELATED PARTY TRANSACTIONS

In the ordinary course of business, during the six months ended November 30, 2025 and 2024, the Company was involved in certain transactions, either at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions with these parties for the six months as presented (for the portion of such period that they were considered related):

	Six Months Ended November 30,
Nature of transactions	2025		2024
	$’000		$’000

KDS Steel Pte Ltd⁽¹⁾
- Logistics services		52		601
- Utilities		6		38

E U Holdings Pte. Ltd.⁽²⁾
- Management fees		-		90

These related parties are controlled by the common shareholders of the Company.

(1)	E U Holdings Pte. Ltd. is the shareholders of Jurong Barrels and KDS. KDS was disposed to 3^rd party company on July 2026.
(2)	E U Holdings Pte. Ltd. is owned 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the six months presented.

NOTE－13 CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)	Major customers

For the six months ended November 30, 2025, there was one single customer who accounted approximately for 12.0% of the Company’s revenues.

For the six months ended November 30, 2024, there was one single customer who accounted approximately for 15.6% of the Company’s revenues.

(a)	Major vendors

For the six months ended November 30, 2025, the vendor who accounted approximately for 10.3 % or more of the Company’s purchases and the six months ended November 30, 2024, the vendor who accounted approximately for 6.5% or more of the company’s purchases. Its outstanding payable balances as at financial year end date, is presented as follows:

	2025				2024
	Percentage of purchases		Accounts payable		Percentage of purchases		Accounts payable
	%		$’000		%		$’000

Vendor A		-		-		6.5		-
Vendor B		10.3		34		-		-

(b)	Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts and loans receivable. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately $74,360) if the bank with which an individual/a company hold its eligible deposit fails. As of November 30, 2025, bank and cash balances of approximately $2.2 million was maintained at financial institutions in Singapore, of which approximately $2.1 million was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts based on the estimated realizable value.

F-21

The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally do not require a collateral. The Company also considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting year.

The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 90 days, default of interest due for more than 365 days or there is significant difficulty of the counterparty.

To minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking information which includes the following indicators:

	●	Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations
	●	Internal credit rating
	●	External credit rating and when necessary

Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.

As of November 30, 2025, there was approximately $0.2 million outstanding from a single customer whose account receivable balances of total consolidated amounts.

As of May 31, 2025, there was approximately $0.3 million outstanding from a single customer whose account receivable balances of total consolidated amounts.

(c)	Interest rate risk

As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.

The Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. As of November 30, 2025 and May 31, 2025, the borrowings were at fixed interest rates.

(d)	Economic and political risk

The Company’s major operations are conducted in Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations.

(e)	Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady. Therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

F-22

(f)	Liquidity risk

NOTE－14 COMMITMENTS AND CONTINGENCIES

For the six months ended November 30, 2025 and the financial year ended May 31, 2025, the Company is not party to any significant legal proceedings in Singapore. We are not aware of any legal proceedings to which we are a party outside of Singapore.

As of November 30, 2025 and May 31, 2025, the Company has no material commitments or contingencies.

NOTE－15 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed unaudited consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after November 30, 2024, up through the date the Company issued the condensed unaudited consolidated financial statements. During the period, the Company did not have any material subsequent events other than disclosed above.

On January 07, 2026, the Company had received a letter from the Listing Qualifications staff of the Nasdaq Stock Market (“Nasdaq”) notifying us that based on the closing bid price of the Company for the period from November 21, 2025 to January 06, 2026, the Company is no longer meet the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share. The Company has a 180-calendar day compliance period, or until July 06, 2026, in which to regain compliance with NASDAQ continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and are able to provide written notice of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that we are not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that our securities will be subject to delisting.

F-23

Source: View Original Filing on SEC EDGAR

FAQ

How did JBDI (JBDI) perform financially for the six months ended November 30, 2025?

JBDI generated approximately $4.1 million in revenue and about $0.2 million in net income for the six months ended November 30, 2025. This compares with $4.4 million of revenue and a $1.6 million net loss in the same period of 2024, reflecting a significant earnings turnaround.

Why did JBDI’s revenue decline in the latest six-month period?

Revenue decreased by about $0.3 million, or 8.1%, to roughly $4.1 million mainly because of lower demand for reconditioned containers in Singapore, Malaysia and other countries. Singapore remained the core market, contributing around $3.6 million of total revenue during the six months.

How did JBDI achieve higher margins despite lower revenue?

JBDI maintained gross profit around $3.0 million while cutting cost of revenue to about $1.1 million, lifting gross margin to 73.9% from 68.1%. A sharp reduction in general and administrative expenses, including lower IPO-related professional fees, also helped move results from a loss to a profit.

What is JBDI’s cash position and debt level as of November 30, 2025?

As of November 30, 2025, JBDI held approximately $2.2 million in cash and cash equivalents, down from $2.7 million at period start. Bank borrowings declined to $34,000 from $236,000, and amounts due to related parties were reduced to zero, modestly strengthening the capital structure.

What Nasdaq compliance issue does JBDI (JBDI) currently face?

On January 7, 2026, Nasdaq notified JBDI that its shares no longer meet the $1 minimum bid price requirement under Rule 5550(a)(2). The company has a 180-day grace period, until July 6, 2026, to regain compliance, with a possible second 180-day period if certain conditions are met.

How concentrated is JBDI’s revenue by geography and customer base?

For the six months ended November 30, 2025, approximately 87.4% of revenue came from customers in Singapore, 10.6% from Indonesia, and 2.0% from Malaysia and other countries. One customer accounted for around 12.0% of total revenue, indicating meaningful geographic and customer concentration.

JBDI Holdings (JBDI) swings to profit but faces Nasdaq bid-price warning

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