Major Primech (NASDAQ: PMEC) shareholder discloses control of 74.33% stake

Rhea-AI Filing Summary

Primech Holdings Ltd large shareholder Sapphire Universe Holdings Ltd reports beneficial ownership of 30,787,500 Ordinary Shares, representing 74.33% of the company’s equity. Sapphire Universe has sole voting and dispositive power over these shares, giving it effective control over key shareholder decisions.

The filing explains how this position was built: initial shares received at incorporation, a major allotment in November 2021, subsequent transfers to other holders, and the March 23, 2026 acquisition of 1,500,000 Ordinary Shares. Ownership is held through a British Virgin Islands holding company whose equity is split among several investment entities controlled by individual principals.

Key Figures

Beneficial ownership: 30,787,500 Ordinary Shares Ownership percentage: 74.33% Ordinary Shares outstanding: 38,417,987 shares +4 more

7 metrics

Beneficial ownership 30,787,500 Ordinary Shares Sapphire Universe holdings as reporting person

Ownership percentage 74.33% Percent of Primech equity represented by 30,787,500 shares

Ordinary Shares outstanding 38,417,987 shares Ordinary Shares outstanding as of March 17, 2026

Class B Preference Shares 3,000,000 shares Class B Preference Shares outstanding as of March 17, 2026

Recent acquisition 1,500,000 Ordinary Shares Acquired by Sapphire Universe on March 23, 2026

2025 transfer 2,000,000 Ordinary Shares Transferred by Sapphire Universe on August 12, 2025

2021 transfer 1,212,500 Ordinary Shares Transferred by Sapphire Universe on November 24, 2021

Key Terms

beneficially owned, sole voting power, sole dispositive power, Class B Preference Shares, +2 more

6 terms

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 30,787,500.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 30,787,500.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"9 | Sole Dispositive Power 30,787,500.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Class B Preference Shares financial

"based on 38,417,987 Ordinary Shares and 3,000,000 Class B Preference Shares outstanding"

Class B preference shares are a type of preferred stock that typically gives holders fixed financial rights—such as priority on dividend payments or claim on assets—over common shareholders, while often having different voting or conversion terms than other share classes. For investors, they matter because they balance income stability and downside protection (like a safety cushion) against limited influence on corporate decisions, so understanding their specific dividend, liquidation and voting features is key to valuing risk and return.

holding company financial

"The principal business of Sapphire Universe Holdings Limited is a holding company of its passive investment."

A holding company is an organization that owns enough shares of other businesses to control them but usually does not run their day-to-day operations. Think of it as an umbrella or parent that lets investors gain exposure to several companies through one vehicle; its value depends on the performance, risks, dividends and debts of the companies it holds, so it matters for assessing diversification, control and consolidated financial health.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Primech Holdings Ltd

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

Y708VV108

(CUSIP Number)

Kit Yu Lee
23 Ubi Crescent,
Singapore, U0, 408579
65 6286 1868

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): Y708VV108

1

Name of reporting person

Sapphire Universe Holdings Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 30,787,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 30,787,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

30,787,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

74.33 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 30,787,500 ordinary shares of no par value (the "Ordinary Shares") of Primech Holdings Ltd., a company incorporated under the laws of Singapore (the "Company"). (2) Percentage is calculated based on 38,417,987 Ordinary Shares and 3,000,000 Class B Preference Shares outstanding as of March 17, 2026, as reported by the shareholders' list held by the transfer agent. (3) Sapphire Universe is owned by Bright Oracle Limited, Oriental Unicorn Limited and Shining Valkyrie Development Limited which hold 15.5%, 48.5% and 36%, respectively, of the outstanding shares of Sapphire Universe. Mr. Kin Wai Ho owns and controls Bright Oracle Limited. As such, Mr. Kin Wai Ho is deemed to beneficially own 4,772,063 Ordinary Shares held through Bright Oracle Limited. Mr. Kin Wai Ho and Mr. Jin Ngee Vernon Kwek beneficially owns and controls 83.5% and 16.5% of the issued and outstanding shares of Oriental Unicorn Limited, respectively. As such, Mr. Kin Wai Ho is deemed to beneficially own 12,468,168 Ordinary Shares held through Oriental Unicorn Limited. Shining Valkyrie Development Limited is a wholly-owned subsidiary of Delight Treasure Holdings Limited. Mr. Cyrus Jun Ming Wen owns and controls Delight Treasure Holdings Limited. As such, Mr. Cyrus Jun Ming Wen is deemed to beneficially own 11,083,500 Shares held through Shining Valkyrie Development Limited.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, no par value
(b)	Name of Issuer: Primech Holdings Ltd
(c)	Address of Issuer's Principal Executive Offices: 23 Ubi Crescent, Singapore, SINGAPORE , 408579.
Item 2.	Identity and Background
(a)	This Statement is filed by Sapphire Universe Holdings Limited (the "Reporting Person").
(b)	The business address of the Reporting Person is 23 Ubi Crescent, Singapore 408579.
(c)	The principal business of Sapphire Universe Holdings Limited is a holding company of its passive investment.
(d)	During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Sapphire Universe Holdings Limited is a British Virgin Islands company.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person became the beneficial owner of 2 Ordinary Shares of the Issuer on December 29, 2020, upon its incorporation. On November 22, 2021, the Issuer allotted and issued 32,499,998 Ordinary Shares to the Reporting Person. On November 24, 2021, the Reporting Person transferred 1,212,500 Ordinary Shares to certain transferees, resulting it its holding of 31,287,500 Ordinary Shares. On August 12, 2025, the Reporting Person transferred 2,000,000 Ordinary Shares to certain transferees, resulting it its holding of 29,287,500 Ordinary Shares. On March 23, 2026, the Reporting Person acquired 1,500,000 Ordinary Shares, resulting in its holding of 30,787,500 Ordinary Shares.
Item 4.	Purpose of Transaction
	The Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person, at any time, and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Issuer or the Board of Directors with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer, or other persons.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
(b)	The responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of Ordinary Shares (including, but not limited to, footnotes to such information) are incorporated herein by reference. The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of Ordinary Shares as to which the Reporting Person referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
(c)	Except as set forth in this Statement, the Reporting Person has not, to the best of their knowledge, engaged in any transaction with respect to the Issuer's Ordinary Shares during the sixty days prior to the date of filing this Statement.
(d)	Except as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer's Ordinary Shares beneficially owned by the Reporting Person as reported in this Statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	To the knowledge of the Reporting Person, except for the matters described in this Schedule 13D, there is no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Person or between the Reporting Persons and any other person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sapphire Universe Holdings Ltd

Signature:	/s/ Kit Yu Lee
Name/Title:	Kit Yu Lee/Director
Date:	04/10/2025

FAQ

What ownership stake does Sapphire Universe hold in Primech (PMEC)?

Sapphire Universe Holdings Ltd beneficially owns 30,787,500 Primech Ordinary Shares, representing about 74.33% of the company. This large position gives it sole voting and dispositive power over most shares, effectively controlling major shareholder decisions at Primech Holdings.

How did Sapphire Universe’s Primech (PMEC) stake change over time?

Sapphire Universe first held 2 Ordinary Shares in 2020, then received 32,499,998 shares in November 2021. It later transferred 1,212,500 and 2,000,000 shares in 2021 and 2025, and acquired 1,500,000 shares on March 23, 2026, reaching 30,787,500 shares.

Who ultimately controls Sapphire Universe’s Primech (PMEC) shares?

Sapphire Universe is owned by Bright Oracle, Oriental Unicorn and Shining Valkyrie. Individuals including Mr. Kin Wai Ho and Mr. Cyrus Jun Ming Wen control these entities, and are deemed to beneficially own portions of the 30,787,500 Primech Ordinary Shares through their respective holdings.

What is the total Primech (PMEC) share base used for the 74.33% figure?

The 74.33% ownership percentage is calculated based on 38,417,987 Ordinary Shares and 3,000,000 Class B Preference Shares outstanding as of March 17, 2026. These figures come from the shareholders’ list maintained by Primech’s transfer agent and underpin the disclosed ownership percentage.

Does Sapphire Universe share voting power over Primech (PMEC) shares?

No. Sapphire Universe reports sole voting and sole dispositive power over 30,787,500 Primech Ordinary Shares, with zero shared voting or shared dispositive power. This means it alone can vote and decide whether to sell or retain these shares under current arrangements.

Has Sapphire Universe faced recent legal or regulatory actions?

The filing states that in the past five years Sapphire Universe has not been convicted in criminal proceedings, and has not been subject to civil judgments or final orders involving violations of federal or state securities laws, indicating no disclosed adverse legal history in that period.