[SCHEDULE 13D/A] Primech Holdings Ltd. SEC Filing

Rhea-AI Filing Summary

Primech Holdings' Schedule 13D/A shows Sapphire Universe Holdings Limited beneficially owns 29,287,500 ordinary shares, representing 76.23% of the 38,417,987 shares outstanding as reported in the issuer's Form 20-F. Sapphire Universe was issued 32,499,998 shares in 2021, transferred 1,212,500 shares later that year and transferred 2,000,000 shares on 08/12/2025, leaving the current holding reported here.

The filing identifies the ownership chain through three entities and names ultimate beneficial owners, including Mr. Kin Wai Ho and Mr. Cyrus Jun Ming Wen. The reporting person states it has no present plans to effect the enumerated corporate actions but reserves the right to review, change its position and to engage with management or the board in the future.

Positive

• Material majority ownership: Sapphire Universe beneficially holds 29,287,500 shares, or 76.23% of outstanding ordinary shares, providing clear control over the issuer.
• Transparent ownership chain: The filing discloses the three holding entities and identifies ultimate beneficial owners, improving clarity for investors.
• Transaction disclosure: The filing details historical allotments and transfers, including transfer of 2,000,000 shares resulting in the current position.

Negative

• Concentrated ownership risk: With >75% held by one reporting person, public float and minority voting power are materially limited.
• Potential governance risk for minority holders: The controlling stake enables decisive influence on board composition and strategic decisions without minority approval.
• Limited current commitments: The reporting person states it has no present plans for corporate actions but reserves the right to change its position, creating uncertainty about future intentions.

Insights

Corporate Governance Expert

TL;DR A single holder with 76.23% creates decisive control, raising governance and minority-protection concerns.

The disclosed 76.23% stake is a controlling position that materially reduces public float and gives the reporting person effective control over corporate decisions, including board composition and major corporate actions, absent contractual protections for minority holders. The filing's statement of no current plans provides limited comfort because it also preserves the ability to change strategy or pursue governance actions later. Investors should note the clear ownership chain and named ultimate owners, which clarifies who can exercise that control.

Securities Analyst

TL;DR Material majority ownership simplifies strategic decision-making and reduces uncertainty about control.

Holding 29,287,500 shares equal to 76.23% of the issued class is a material position that typically enables implementation of a strategic plan without the need for broad shareholder approval. The filing documents the transfers that produced the current position and provides transparency on the ownership structure through three holding entities and named beneficial owners. Although the reporting person disclaims present plans, the clarity of control can shorten decision timelines and lower the likelihood of hostile-control contests.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

08/12/2025

(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).

SCHEDULE 13D

CUSIP No. Y708VV108

1

Name of reporting person

Sapphire Universe Holdings Limited

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 29,287,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 29,287,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

29,287,500.00

12

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

13

Percent of class represented by amount in Row (11)

76.23 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Represents 29,287,500 ordinary shares, 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 outstanding as of July 24, 2025, as reported by the Company in its Annual Report on Form 20-F, filed on July 23, 2025. (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 4,849,563 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 deemed to beneficially own 15,174,437 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 11,263,500 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.
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 Limited

Signature:	/s/ Kit Yu Lee
Name/Title:	Kit Yu Lee/Director
Date:	08/12/2025

FAQ

How many Primech (PMEC) shares does Sapphire Universe beneficially own?

Sapphire Universe beneficially owns 29,287,500 ordinary shares of Primech, as reported in this Schedule 13D/A.

What percentage of Primech (PMEC) does that represent?

The position represents 76.23% of the 38,417,987 ordinary shares outstanding as reported by the company.

Were there recent transfers that changed Sapphire Universe's holding?

Yes. The filing discloses transfers that left Sapphire Universe with 29,287,500 shares, including a transfer of 2,000,000 shares on 08/12/2025.

Does Sapphire Universe state any plans for changes to Primech's management or operations?

The reporting person states it has no present plans to effect the actions listed in Item 4 but reserves the right to review or change its position and to engage with management or the board.

Who are the ultimate owners behind Sapphire Universe?

The filing states Sapphire Universe is owned by Bright Oracle Limited, Oriental Unicorn Limited and Shining Valkyrie Development Limited, and identifies Mr. Kin Wai Ho and Mr. Cyrus Jun Ming Wen as ultimate beneficial owners of portions of the holding structure.