424B3 1 ea186545-424b3_primech.htm PROSPECTUS
PROSPECTUS Filed Pursuant to Rule 424(b)(3)

Registration No. 333-264036

 

 

PRIMECH HOLDINGS LTD.

 

712,500 Ordinary Shares

 

This Resale Prospectus relates to the resale of 712,500 Ordinary Shares by the selling shareholder named in this prospectus. We will not receive any of the proceeds from the sale of Ordinary Shares by the selling shareholder named in this prospectus.

 

Any shares sold by the selling shareholder covered by this prospectus will only occur after the trading of our Ordinary Shares on the Nasdaq Capital Market, or Nasdaq, begins at prevailing market prices or in privately negotiated prices. No sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in our IPO begin trading on the Nasdaq. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. The selling shareholder will sell its shares at prevailing market prices or in privately negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Selling Shareholder. The date of effectiveness of this registration statement is September 29, 2023.

 

We have received approval from Nasdaq to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “PMEC.”

 

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

 

Primech Holdings Pte. Ltd. was incorporated in Singapore on December 29, 2020 as a holding company of our businesses. On May 11, 2023, our Company changed its corporate name to Primech Holdings Ltd., so as to remove the designation “Pte.” which is used only for privately held companies under Singapore law, and adopted a constitution for a public company under Singapore law. Upon the completion of the IPO, we will be a “controlled company” as defined under the Nasdaq Market Rules because our Major Shareholder, Sapphire Universe, will hold more than 50% of the voting power for the election of directors. Sapphire Universe is expected to own 88.01% of our issued and outstanding shares of the Company (or 86.89% of our outstanding Shares if the underwriter’s option to purchase additional shares is exercised in full) after the IPO and the Resale Offering.

 

As of the date of this prospectus, our outstanding share capital consists of Ordinary Shares. Holders of Ordinary Shares have the same rights.

 

Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 13.

 

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information. Investors are cautioned that you are buying shares of a shell company issuer incorporated in the Cayman Islands with an operating subsidiary in Singapore.

 

Investing in our Ordinary Shares is highly speculative and involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our Ordinary Shares in “Risk Factors” beginning on page 13 of this prospectus.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this Resale Prospectus is October 11, 2023

 

 

 

 

TABLE OF CONTENTS

 

    Page
PROSPECTUS SUMMARY   1
THE OFFERING   11
SUMMARY FINANCIAL INFORMATION   12
RISK FACTORS   13
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   39
USE OF PROCEEDS   40
DIVIDEND POLICY   41
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA   42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   43
INDUSTRY OVERVIEW   51
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   57
OUR GROUP STRUCTURE   58
GENERAL INFORMATION ON OUR GROUP   58
PRINCIPAL SHAREHOLDERS   97
RELATED PARTY TRANSACTIONS   98
POTENTIAL CONFLICTS OF INTEREST   101
SELLING SHAREHOLDER   103
SELLING SHAREHOLDER PLAN OF DISTRIBUTION   104
DESCRIPTION OF SHARE CAPITAL AND CONSTITUTION   106
SHARES ELIGIBLE FOR FUTURE SALE   123
EXCHANGE CONTROLS AND LIMITATIONS AFFECTING SHAREHOLDERS   124
TAXATION   126
LEGAL MATTERS   134
EXPERTS   134
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES   135
WHERE YOU CAN FIND MORE INFORMATION   135
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS   F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   F-2

 

For investors outside the United States: neither we, the Selling Shareholder nor the underwriter have done anything that would permit the IPO and Resale Offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the IPO and Resale Offering of the shares and the distribution of this prospectus outside the United States.

 

Neither we nor the underwriter have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriter take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriter are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

 

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PROSPECTUS SUMMARY

 

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Shares. For a more complete understanding of us and the IPO and Resale Offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See section titled “Special Note Regarding Forward-Looking Statements.”

 

Our Business

 

We are an established technology-driven facilities services provider in the public and private sectors operating mainly in Singapore. Our mission is to support businesses by improving lives and strengthening communities through our business practices and ethics. We compete primarily in Singapore, with a small portion of our operations in Malaysia.

 

Our revenues for the fiscal year ended March 31, 2023 and 2022 were $69,025,754 and $54,439,987, respectively. For the fiscal year ended March 31, 2023 and 2022, we incurred a net loss of $(2,546,933) and $(1,263,161), respectively.

 

We provide the following services:

 

Facilities services. Our facilities services include general cleaning and maintenance of public and private facilities, such as airports, conservancy areas (i.e., the public areas, refuse disposal areas, parks and carparks of public housing units), common areas of hotels, educational institutions, public roads, residential spaces, commercial buildings, office facilities, industrial areas, retail stores and healthcare facilities; housekeeping services; specialized cleaning services, such as marble polishing services; building façade cleaning services and clean room sanitation services; and waste management and pest control services. We derive the majority of our revenue from the provision of facilities services, which accounted for approximately $55.8 million or 80.8% of our revenue in FY 2023 and approximately $46.1 million or 84.6% of our revenue in FY 2022.

 

Stewarding services. Our stewarding services include the cleaning of kitchen facilities of healthcare facilities, hotels and restaurants and the supply of ad hoc customer service officers and food and beverage (“F&B”) service crew to healthcare facilities, hotels and restaurants. Stewarding services accounted for approximately $7.6 million or 11.0% of our revenue in FY 2023 and approximately $5.1 million or 9.4% of our revenue in FY 2022.

 

Cleaning services to offices. In addition to our core facilities services, we provide cleaning services to offices. The provision of office cleaning services accounted for approximately $4.9 million or 7.1% of our revenue in FY 2023 and approximately $2.5 million or 4.6% of our revenue in FY 2022.

 

Cleaning services to homes. We provide cleaning services to homes of individual customers who engage our services through our “HomeHelpy” application. We did not generate significant revenue (i.e., less than 1.0%) from the provision of these services during FY 2023 and FY 2022.

 

Cleaning Supplies. We also manufacture certain cleaning supplies, both for our own use and for sale to third parties. We did not generate significant revenue (i.e., less than 1.0%) from the sale of cleaning supplies to third parties during FY 2023 and FY 2022.

 

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Our Industry

 

General. Cleaning and landscaping service providers in Singapore offer a wide spectrum of services. Cleaning services include the provision of various cleaning services to public areas, offices, factories, and households, among others. Landscaping services include landscape planting, care and maintenance service activities in and for parks and gardens, public and private housing, buildings, roads and expressways, among others.

 

Growth Drivers and Trends. Demand derived from office buildings, retail facilities, and residential buildings in Singapore has grown moderately in the past five years. New automated technologies have enhanced and will continue to enhance productivity. These include environmentally friendly robotic solutions for public spaces, waste management, and pest and pollution control. Singapore’s demand for cleaning and landscaping services experienced strong growth from 2014 to 2020, driven by economic sophistication, urbanization, and population growth. The industry market size increased from $1,377.0 million (S$1,836.0 million) in 2014 to $2,102.9 million (S$2,846.1 million) in 2020, a CAGR of 7.6%. Moreover, we believe the productivity of the industry will be enhanced progressively given the technology-driven programs launched by the government. Technological advancements have contributed to the growth of cleaning and landscaping companies, and we believe the industry will continue to benefit from future advancements in automation and technology.

 

Our Competitive Strengths

 

We believe our main competitive strengths are as follows:

 

We have a long and established track record and have achieved a high level of accreditation in the facilities services sector. Primech A&P was amalgamated from A&P Maintenance and Primech Services & Engrg, which were operating for approximately 30 years or more, respectively. Maint-Kleen was founded in 2002. Primech A&P and Maint-Kleen thus have been able to secure long-term business relationships with their customers. Primech Services & Engrg and A&P Maintenance were both awarded the Clean Mark Gold Award in 2020. The Clean Mark Gold Award is the highest level of accreditation under the Enhanced Clean Mark Accreditation Scheme granted to cleaning businesses. The scheme recognizes businesses that deliver high cleaning standards through the training of workers, the use of equipment to improve work processes, and fair employment practices. Primech A&P and Maint-Kleen were also awarded the Clean Mark Gold Award in 2022. Primech A&P was awarded the Clean Mark Gold Award in 2023 as well.

 

We are able to provide a bundle of services to a wide spectrum of customers. We provide a broad spectrum of cleaning services both in the public and private sectors to a variety of customers including Singapore Changi Airport, conservancy areas, hotels, common areas, educational institutions, integrated public areas, residential spaces, office facilities, industrial areas, retail stores and healthcare facilities. Our diversified customer mix ensures that we do not rely on any single customer for our revenue and enables us to better manage our business risks.

 

We believe that our emphasis on having a trained workforce makes us more competitive in our industry. We believe that the training and development of our employees enables us to maintain and enhance our quality of solutions and services for the growth of our businesses and operations. In particular, we have been hiring a variety of employees from different sectors apart from the environment services industry such as the technological, finance, human resources and business development sectors in order to build up our key management personnel team.

 

We have an experienced and stable management team. We have an experienced management team led by Mr. Kin Wai Ho, our Chairman. A majority of our senior management team have been employed by our subsidiaries for more than 17 years. We view their collective industry knowledge and extensive project management experience as valuable in establishing stable relationships with our customers as well as facilitating the submission of competitive tenders and believe that this has assisted us in securing numerous tenders over the years. We also believe that our management team’s experience has assisted us in our cost estimation for contracts during the tendering process, which enables us to reduce situations of cost overruns.

 

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Our Business Strategies and Future Plans

 

Our business strategies and future plans are as follows:

 

Automation and Online Expansion. We will seek to improve efficiency, expand service capacity and reduce our environmental footprint through the use of technology. Our technology initiatives to date include the use of autonomous floor scrubbing robots equipped with real-time monitoring and self-docking capabilities to perform cleaning services. We are also in the exploratory stage of a collaboration for the development of drones designed to perform façade and roof cleaning services. Such initiatives have allowed us to expand our service capacity by leveraging technology instead of increasing our reliance on manpower in a traditionally labor-intensive industry. In addition, we introduced our “HomeHelpy” website and mobile application to allow individual customers to book our cleaning services, which has enabled us to expand into the B2C segment (from our primary B2B business).

 

Geographic Expansion. We intend to establish ourselves as a regional player in the environmental services industry. While our operations are currently almost exclusively based in Singapore, we are considering an expansion of our business to other countries in Southeast Asia.

 

Expansion through organic growth and acquisitions. We intend to grow our facilities services business organically by expanding our coverage to include segments of the market where we currently do not have a presence or only have a small presence, such as hospitals, industrial centers, data centers and cleanrooms.

 

We intend to continue to pursue suitable opportunities for acquisitions, joint ventures and strategic alliances to expand our range of facilities services. Such opportunities could include areas that complement our business, such as waste management, gardening and landscaping, and pest management. We believe that building up a comprehensive suite of facilities services will enable us to maintain our competitive edge.

 

IoT. We are also seeking to build our own IoT system, software, and robots to improve the efficiency and capacity of our services. Specifically, we are currently at the planning stage to build a team with members of academia with whom we will collaborate to start the development of an integrated IoT platform and workforce automation software system for our facility services. The system will integrate commercial off-the-shelf IoT devices such as cameras and sensors to be deployed in a facility and/or on robots, which will evaluate and respond to various events to perform data driven functions or actions to assist our facility services with lower cost and more efficiency. We also intend to develop our proprietary robots based on the Robot Operating System, an open source robotic platform, which will feature the flexibility to customize our robots to meet unique applications for facility services such as cleaning and disinfection services.

 

Electric Vehicles. In 2021, we joined a consortium to submit a tender bid to install electric vehicle (“EV”) charging infrastructure at various public cark parks in Singapore. We believe that eco-solutions will become increasingly important in the future in the face of climate change. Integrating eco-solutions into our portfolio will not only expand our service capabilities, but also transition our business towards a more innovative model, and will ultimately help our business to keep pace with future technological advances.

 

We plan to replace a portion of our existing fleet of vehicles with electric vehicles and develop “green” chemicals that are more eco-friendly for use in our cleaning services. We believe that by integrating environmental sustainability into our business practices, we will be able to attract more customers and employees, and ultimately reap the benefits of more sustainable growth.

 

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Summary Risk Factors

 

Our prospectus should be considered in light of the risks, uncertainties, expenses, and difficulties frequently encountered by similar companies. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more carefully in the section titled “Risk Factors.

 

Risks Relating to Our Business

 

We incurred a net loss in FY 2022 and FY 2023 and we may incur losses in the future;

 

We are subject to risks associated with debt financing;

 

We are not in compliance with certain covenants in our bank financing agreements;

 

Any adverse material changes to the Singapore market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition;

 

The Clean Mark Gold Award currently awarded to Primech A&P may be revoked and/or may not be renewed in May 2024;

 

Our Group does not have a long operating history as an integrated group;

 

There is no assurance that our future expansion and other growth plans will be successful;

 

There is no assurance that our existing service contracts for facilities services will be renewed upon expiry or that we will be successful in securing new service contracts;

 

Our current strategy to expand into the installation of electric vehicle (EV) charging infrastructure is limited to participation in a pilot program and potential minority investment(s);

 

Our service contracts typically contain liquidated damages clauses, and our customers may request for liquidated damages if we fail to comply or observe certain contractual requirements;

 

The loss of or reduction of Singapore government grants and/or subsidies, particularly those relating to COVID-19 relief, could reduce our profits;

 

We may suffer from cost overruns as our fees are typically agreed upon submission of tender or quotation;

 

We are exposed to the credit risks of our customers and we may experience delays or defaults in collecting our receivables, and thus we face liquidity risks;

 

Our business involves inherent industrial risks and occupational hazards and the materialization of such risks may affect our business operations and financial results;

 

We depend on certain equipment to perform our facilities services and are subject to associated risks of maintenance and obsolescence;

 

Our insurance coverage may not cover all our damages and losses;

 

We are dependent on our ability to retain existing senior management personnel and to attract new qualified management personnel;

 

We are exposed to risks of infringement of our intellectual property rights and the unauthorized use of our trademarks by third parties and we may face litigation suits for intellectual property infringement;

 

The value of our intangible assets and costs of investment may become impaired;

 

Any inability by us to consummate and effectively incorporate acquisitions into our business operations may adversely affect our results of operations; and

 

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

 

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Risks Relating to The Industry In Which We Operate

 

We may face employee retention and labor shortage issues due to the labor-intensive nature of the facilities services industry and the limited local labor force in Singapore;

 

Our supply of foreign labor may be affected by the laws, regulations and policies in the countries from which the foreign labor originates;

 

The facilities services industry in Singapore is highly competitive; and

 

We are subject to risks in connection with the use and storage of cleaning chemicals. In addition, any perceived use of cleaning supplies and/or chemicals that are not environmentally friendly or safe may adversely affect our brand name and the contracts we can successfully bid for.

 

Risks Relating to Investments In Singapore Companies

 

We are incorporated in Singapore, and our shareholders may have more difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States; and

 

Singapore take-over laws contain provisions that may vary from those in other jurisdictions.

 

Risks Relating to An Investment In Our Shares

 

Our share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us;

 

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Ordinary Shares;

 

We will be a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies;

 

Our Shares may trade below $5.00 per share, and thus would be known as “penny stock”. Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Shares.

 

Investors in our Shares will face immediate and substantial dilution in the net tangible book value per Share and may experience future dilution;

 

If we fail to meet applicable listing requirements, Nasdaq may delist our Shares from trading, in which case the liquidity and market price of our Shares could decline;

 

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company;

 

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses; and

 

The IPO price and Resale Offering price could differ; and

 

The resale by the Selling Shareholder may cause the market price of our Ordinary Shares to decline.

 

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Our Corporate Structure and History

 

Our Company was incorporated on December 29, 2020 as a private company limited by shares under the name “Primech Holdings Pte. Ltd.” On May 11, 2023, our Company changed its corporate name to Primech Holdings Ltd., so as to remove the designation “Pte.” which is used only for privately held companies under Singapore law, and adopted a constitution for a public company under Singapore law.

 

Our Company is a holding company that owns 100% of Primech A & P Pte. Ltd. (“Primech A&P”), Acteef Cleaning Specialists Pte Ltd (“Acteef Cleaning”), Maint-Kleen Pte. Ltd. (“Maint-Kleen”), HomeHelpy Singapore Pte. Ltd. (“HomeHelpy”) and Princeston International (S) Pte. Ltd. (“Princeston International”). Primech A&P owns 100% of our Malaysian subsidiary My All Services Sdn. Bhd. (“My All Services”). Our Company also owns 80% of CSG Industries Pte Ltd (“CSG”).

 

In 2018, our Major Shareholder, Sapphire Universe, acquired Primech A&P (formerly known as Primech Services & Engrg Pte Ltd), A&P Maintenance Services Pte Ltd (“A&P Maintenance”), and Acteef Cleaning, in three separate transactions. Each of these companies had, prior to its acquisition, already been operating for approximately 30 years or more. Historically, Primech Services & Engrg Pte Ltd was focused on providing cleaning services to Singapore Changi Airport and to educational institutions, while A&P Maintenance and Acteef Cleaning were focused on providing cleaning services to offices. In 2020, Sapphire Universe also acquired Maint-Kleen which was focused on providing conservancy services. The acquisitions by Sapphire Universe of Primech Services & Engrg, A&P Maintenance, Acteef Cleaning and Maint-Kleen have enabled our Group to provide a wide spectrum of cleaning services.

 

In the last three years, we have expanded our range of cleaning services to include cleaning of healthcare facilities, and we have also expanded into the provision of customer services. Through our stewarding business, we provide customer service officers and F&B service crew to venues such as healthcare facilities, hotels and restaurants. We also launched our “HomeHelpy” application, an online portal which allows individual customers to book our cleaning services in homes and offices.

 

In 2020, A&P Maintenance and Primech Services & Engrg Pte Ltd were amalgamated to form Primech A&P, thereby consolidating financial resources and service capacity, and enabling us to tender and quote for larger projects.

 

On December 29, 2020, Sapphire Universe incorporated our Company to serve as the holding company for our Group.

 

In April 2021, our Company acquired a 80% stake in CSG, which is in the business of manufacturing chemical supplies, and a 100% stake in Princeston International, which is in the business of wholesale trading of cleaning supplies, ad hoc cleaning services and disinfection. These acquisitions further expanded our business to include the manufacture of certain cleaning supplies, both for our own use and for sale to third parties.

 

On November 22, 2021, our Company acquired our subsidiaries from Sapphire Universe as part of the Restructuring Exercise.

 

Corporate Information

 

Primech Holdings Ltd. is a Singapore corporation. On May 11, 2023, we changed our corporate name from Primech Holdings Pte. Ltd. to Primech Holdings Ltd., so as to remove the designation “Pte.” which is used only for privately held companies under Singapore law, and adopted a constitution for a public company under Singapore law. Our registered office and principal place of business is 23 Ubi Crescent Singapore 408579. The telephone and facsimile numbers of our registered office are +65 6286 1868 and +65 6288 5260, respectively. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Our corporate website is https://primechholdings.com. Information contained on our website does not constitute part of this prospectus.

 

Implications of Being an “Emerging Growth Company” and a “Foreign Private Issuer”

 

Emerging Growth Company

 

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible, for up to five years, to take advantage of certain exemptions from various reporting requirements that are applicable to other publicly traded entities that are not emerging growth companies. These exemptions include:

 

the ability to include only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

 

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exemptions from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), in the assessment of our internal control over financial reporting;

 

to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation.

 

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the consummation of the IPO or such earlier time that we are no longer an emerging growth company.

 

As a result, the information contained in this prospectus may be different from the information you receive from other public companies in which you hold shares. We do not know if some investors will find the Shares less attractive because we may rely on these exemptions. The result may be a less active trading market for the Shares, and the price of the Shares may become more volatile.

 

We will remain an emerging growth company until the earliest of: (1) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion; (2) the last day of the fiscal year following the fifth anniversary of the date of the IPO; (3) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of the Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (4) the date on which we have issued more than $1.00 billion in non-convertible debt securities during any three-year period.

 

Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for complying with new or revised accounting standards. Given that we currently report and expect to continue to report under U.S. GAAP, we have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB. Under federal securities laws, our decision to opt out of the extended transition period is irrevocable.

 

Foreign Private Issuer

 

Upon consummation of the IPO, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

 

the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP;

 

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

 

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission (the “SEC”) of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.

 

Notwithstanding these exemptions, we will file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm.

 

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We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our Executive Officers or members of our Supervisory Board are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States, or (iii) our business is administered principally in the United States.

 

Both foreign private issuers and emerging growth companies are also exempt from certain more extensive executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more extensive compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer and will continue to be permitted to follow our home country practice on such matters.

 

Implications of Being a Controlled Company

 

Upon the completion of the IPO, we will be a “controlled company” as defined under the Nasdaq Listing Rules because Sapphire Universe will hold 88.01% of our total issued and outstanding Shares and will be able to exercise 88.01% of the total voting power of our issued and outstanding share capital. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See section titled “Risk FactorsRisks Relating to an Investment in our Shares.”

 

Even if we cease to be a controlled company, we may still rely on exemptions available to foreign private issuers.

 

Conventions Which Apply to this Prospectus

 

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

 

Other Companies, Organizations and Agencies

 

“BCA” : Building & Construction Authority of Singapore
     
“HSA” : Health Sciences Authority of Singapore
     
“Independent Registered Public Accounting Firm” : Weinberg & Company P.A.
     
“ISO” : International Organization for Standardization
     
“MOM” : Ministry of Manpower of Singapore
     
“NEA” : National Environment Agency of Singapore
     
“Sapphire Universe” : Sapphire Universe Holdings Limited, which is a Major Shareholder
     
“Underwriter” : The underwriter for the IPO, Spartan Capital Securities, LLC.

 

General

 

“Audit Committee” : The audit committee of our Board of Directors
     
“Board” or “Board of Directors” : The board of Directors of our Company
     
“Companies Act” : The Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time
     
“Company” : Primech Holdings Ltd. which changed its corporate name from Primech Holdings Pte. Ltd. on May 11, 2023
     
“Compensation Committee” : The compensation committee of our Board of Directors
     
“Constitution” : The constitution of our Company, as amended, supplemented or modified from time to time
     
“COVID-19” : Coronavirus disease 2019
     
“CRS” : Contractors Registration System of the BCA
     
“CVPA” : The Control of Vectors and Pesticides Act 1998 of Singapore, as amended, supplemented or modified from time to time

  

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“Directors” : The directors of our Company
     
“EFMA” : The Employment of Foreign Manpower Act 1990 of Singapore, as amended, supplemented or modified from time to time
     
“Employment Act” : The Employment Act 1968 of Singapore, as amended, supplemented or modified from time to time
     
“EPHA” : The Environmental Public Health Act 1987 of Singapore, as amended, supplemented or modified from time to time

 

“EPH Regulations” : The Environmental Public Health (General Cleaning Industry) Regulations of Singapore 2014, as amended, supplemented or modified from time to time
     
“Executive Officers” : The executive officers of our Company. See section titled “General Information On Our GroupOur Business OverviewManagement.”
     
“FASB” : The Financial Accounting Standards Board
     
“Fiscal Year” or “FY” : Financial year ended or, as the case may be, ending March 31
     
“GAAP” : Accounting principles generally accepted in the United States of America
     
“Group” : Our Company and our subsidiaries
     
“GST” : Goods and Services Tax
     
“Independent Directors” : The independent non-executive Directors of our Company
     
“IoT” : Internet-of-Things
     
“IPO” : The offering of Shares by the Underwriter on behalf of our Company for subscription at the Offer Price, subject to and on the terms and conditions set out in this prospectus
     
“Lender” : A registered financial institution under the Monetary Authority of Singapore that acts as our Company’s primary bank lender.
     
“Listing” : The listing and quotation of our Shares on Nasdaq
     
“Major Shareholder” : A person who has an interest or interests (whether by record or beneficial ownership) in one or more voting shares (excluding treasury shares) in our Company, and the total votes attached to that share, or those shares, is not less than 5.0% of the total votes attached to all the voting shares (excluding treasury shares) in our Company
     
“Nasdaq” : The Nasdaq Stock Market LLC
     
“Nasdaq Listing Rules” : The Nasdaq rules governing listed companies
     
“Nominating and Corporate Governance Committee : The nominating and corporate governance committee of our Board of Directors
     
“QEHS” : Quality, Environmental, Health and Safety
     
“Restructuring Exercise” : The corporate restructuring exercise undertaken in anticipation of the Listing in which our Company acquired our current subsidiaries from Sapphire Universe
     
“RM” : Malaysian ringgit or Malaysian dollar
     
“Resale Offering” : The resale of 712,500 Ordinary Shares by the selling shareholder named in this prospectus
     
“Selling Shareholder” : The selling shareholder who is listed in the Resale Prospectus
     
“Share(s)” : Ordinary share(s) in the capital of our Company
     
“Shareholders” : Registered holders of Shares

 

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“Singapore Take-Over Code” : The Singapore Take-Over Code on Take-Overs and Mergers, as amended, supplemented or modified from time to time
     
“WICA” : Work Injury Compensation Act (2019) of Singapore
     
“WSHA” : Workplace Safety and Health Act 2006 of Singapore
     
“WSHIR” : Workplace Safety and Health (Incident Reporting) Regulations of Singapore
     
“YA” : Year of assessment

 

Currencies, Units and Others

 

“S$” : Singapore dollars, the lawful currency of the Republic of Singapore
     
“US$” or “$” : U.S. dollars and cents respectively, the lawful currency of the U.S.
     
“%” or “per cent.” : Per centum
     
“sq. m.” : Square meters

 

The expressions “associated company”, “related corporation” and “subsidiary” shall have the respective meanings ascribed to them in the Companies Act, as the case may be.

 

Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

In this prospectus, references to “our Company” or to “the Company” are to Primech Holdings Ltd. and, unless the context otherwise requires, a reference to “we”, “our”, “us” or “our Group” or their other grammatical variations is a reference to our Company and our subsidiaries taken as a whole.

 

Certain of our customers and suppliers are referred to in this prospectus by their trade names. Our contracts with these customers and suppliers are typically with an entity or entities in the relevant customer or supplier’s group of companies.

 

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

 

Market and Industry Data

 

We obtained certain industry, market and competitive position data in this prospectus from our own internal estimates, surveys and research and from publicly available information, including industry and general publications and research, surveys and studies conducted by third parties, such as reports by governmental agencies, for example, the Singapore Department of Statistics, the Singapore Ministry of Trade and Industry and the Singapore Urban Redevelopment Authority, among others, and by private entities. None of these governmental agencies and private entities are affiliated with our Company, and the information contained in this report has not been reviewed or endorsed by any of them.

 

Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors”. These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

 

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Trademarks, Service Marks and Tradenames

 

We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

 

This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

Presentation of Financial and Other Information

 

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with U.S. GAAP.

 

All references in this prospectus to “U.S. dollars,” “US$,” “$” and “USD” refer to the currency of the United States of America and all references to “S$,” “Singapore dollar,” or “SGD” refer to the currency of Singapore. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD.

 

We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.

 

Impact of COVID-19

 

The COVID-19 outbreak has adversely affected (and a significant outbreak of other infectious diseases could result in an additional widespread health crisis that could adversely affect) the economies and financial markets worldwide, and the business of the Company could be materially and adversely affected by the COVID-19 outbreak and any such other outbreak. Furthermore, our business may be adversely affected if continued concerns relating to COVID-19 continue to restrict travel, or result in the Company’s personnel, vendors and services providers being unavailable to pursue their business objectives free of COVID-19 related restrictions. The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including for example new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to pursue our business objectives may be materially adversely affected. In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

 

THE RESALE OFFERING

 

Securities being offered:   Ordinary Shares.
Number of Ordinary Shares offered by us:   0 ordinary shares.
Number of Ordinary Shares offered by the Selling Shareholder:   712,500 Ordinary Shares.
Number of Ordinary Shares outstanding before the Resale Offering:   35,550,000 Ordinary Shares(1).
Ordinary Shares to be outstanding after the Resale Offering:   35,550,000 Ordinary Shares(1), assuming the issuance by us of 3,050,000 Ordinary Shares pursuant to the IPO Prospectus filed contemporaneously herewith.
Use of proceeds:   We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholder named in this Resale Prospectus.

 

 

(1)Assumes the issuance by us of our Ordinary Shares pursuant to the IPO prospectus filed contemporaneously herewith, no exercise of the underwriter’s over-allotment option and all of our Ordinary Shares to be sold by the Selling Shareholder pursuant to the Resale Prospectus filed contemporaneously herewith are sold.

 

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SUMMARY FINANCIAL INFORMATION

 

The following summary presents consolidated balance sheet data as of March 31, 2023 and 2022 and summary consolidated statements of operations data for the years ended March 31, 2023 and 2022 have been derived from our audited financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. You should read this “Selected Consolidated Financial And Operating Data” section together with our consolidated financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus.

 

   As of
March 31,
2023
   As of
March 31,
2022
 
   (Audited)   (Audited) 
Balance Sheets Data        
Current Assets  $27,436,432   $18,786,990 
Non-Current Assets   15,386,757    14,410,920 
Total assets  $42,823,189   $33,197,910 
           
Current liabilities  $24,522,412   $12,430,950 
Non-Current liabilities   9,467,839    9,525,174 
Shareholders’ equity   8,832,938    11,241,786 
Total liabilities and shareholders’ equity  $42,823,189   $33,197,910 

 

   For the Years Ended March 31, 
   2023   2022 
Statements of Operations Data        
Revenues  $69,025,754   $54,439,987 
           
Operating costs and expenses          
Cost of revenue   (58,410,058)   (44,596,576)
General and administrative expenses   (12,303,838)   (10,671,777)
Sales and marketing expenses   (278,419)   (394,376)
Goodwill impairment   (138,397)    
Loss from operations   (2,104,958)   (1,222,742)
Other income and expense, net   271,196    493,068 
Interest expense   (723,298)   (369,219)
Loss before income taxes   (2,557,060)   (1,098,893)
Net loss  $(2,546,933)  $(1,263,161)

 

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RISK FACTORS

 

Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this prospectus before deciding to invest in our Shares. The following section describes some of the significant risks known to us now that could directly or indirectly affect us and the value or trading price of our Shares and should not be construed as a comprehensive listing of all risk factors. The following section does not state risks unknown to us now but which could occur in the future and risks which we currently believe to be not material but may subsequently turn out to be so. Should these risks occur and/or turn out to be material, they could materially and adversely affect our business, financial condition, results of operations and prospects. To the best of our Directors’ knowledge and belief, the risk factors that are material to investors in making an informed judgment have been set out below. If any of the following considerations and uncertainties develops into actual events, our business, financial condition, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Shares could decline and investors may lose all or part of their investment in our Shares. Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Shares from their professional advisers before making any decision to invest in our Shares.

 

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this prospectus.

 

RISKS RELATING TO OUR BUSINESS

 

We incurred a net loss in FY 2022 and FY 2023 and we may incur losses in the future.

 

For the years ended March 31, 2023 and 2022, the Company recorded net loss of ($2,546,933) and ($1,263,161), respectively. We anticipate that our operating expenses, together with the increased general administrative expenses of a public company, will increase in the foreseeable future as we seek to maintain and continue to grow our business, attract potential customers and further enhance our service offering. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future.

 

We are subject to risks associated with debt financing.

 

Due to our working capital requirements in support of our day-to-day operations and business expansion, we may finance all or a substantial portion of our costs through bank loans and credit facilities, in addition to Shareholders’ equity and internally generated funds. Details on our total indebtedness is set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this prospectus.

 

While we believe that we have sufficient capital from our available cash resources, our cash generated from our business operations and our credit facilities to meet our current working capital and capital expenditure requirements, we may require additional debt financing to operate our business, implement our future business strategies and/or acquire complementary businesses or develop new technologies.

 

Our ability to obtain debt financing depends on a number of factors including our financial strength, creditworthiness and prospects, as well as other factors beyond our control, including general economic, liquidity and political conditions. There is no assurance that we will be able to secure adequate debt financing on terms acceptable to us, or at all. In the event that we are unable to secure adequate debt financing on terms acceptable to us, we may not be able to implement our business strategies and our business and prospects could be materially and adversely affected as a result.

 

Any disruptions, volatility or uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to become more expensive. As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and reducing our financial flexibility if we take on additional debt financing. Any material increase in interest rates would also increase our cost of borrowing and debt financing costs, which may weaken our ability to obtain further future debt financing.

 

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Further, debt financing may restrict our freedom to operate our business as it may require conditions and/or covenants that:

 

a.limit our ability to pay dividends or require us to seek consent for the payment of dividends;

 

b.require us to dedicate a portion of our cash flow from operations to repayments of our debt, thereby reducing the availability of our cash flow for capital expenditures, working capital and other general corporate purposes; and

 

c.limit our flexibility in planning for, or reacting to, changes in our business and our industry.

 

We are not in compliance with certain covenants in our bank financing agreements.

 

Primech A&P, one of our subsidiaries, has been in technical breach of financial covenants prescribed in the financing agreements to which it is a party, namely, a temporary bridging loan, an overdraft, guarantee and corporate credit card facility, a recourse receivables purchase facility, two term loan banking facilities and a business property financing facility. Primech A&P is required to maintain, during the term of the financing agreements relating to each of these facilities, a minimum adjusted tangible net worth of $7.0 million (SGD 10.0 million), and a gearing ratio, defined as to the ratio of total bank debt to tangible net worth (or adjusted tangible net worth, as the case may be), of not more than 1.5.

 

As of March 31, 2023, Primech A&P was not in compliance with both of these bank covenants. As such, the Lender under the abovementioned financing agreements could exercise its rights to, among others, cancel or withdraw any or all of the aforementioned facilities, or declare that all or any part of thereof (together with accrued interest and other amounts accrued or outstanding) be immediately due and payable or require Primech A&P to repurchase debts which it has assigned to the Lender. In the event that Primech A&P is unable to make repayment, the Lender also has the right to enforce its rights on collateral security, including but not limited to Primech A&P’s leasehold interest on real property. Specifically, the Lender could demand immediate repayment of the aggregate outstanding loan amount of $18,776,000 as of March 31, 2023 and interest of approximately $152,000 accrued from April 1, 2023 to August 18, 2023, plus certain costs of collection as provided in the relevant bank financing agreements.

 

On July 28, 2023 and August 11, 2023, the Lender issued letters to Primech A&P in respect of each of the aforementioned financing agreements, respectively, advising an exceptional one-off waiver for the breach of the two abovementioned bank covenants. Pursuant to these letters, the issuance of a waiver by the Lender shall not impair any rights or privileges of the Lender under each of the aforementioned financing agreements, and the Lender may still at any time withdraw or cancel the whole or any part of the facilities, and/or demand repayment of all sums owing in respect of any non-compliances with the terms of such facilities (other than the breaches that have been waived).

 

As of the date of this prospectus, the Lender has not notified us that it will take any of the aforementioned actions in connection with these covenant defaults.

 

Notwithstanding the above, the Lender may exercise its rights under the relevant financing agreements at any time during which we are in default of our covenants. In such an event, we may be required to repay the aforementioned amounts and could need to seek to replace our existing credit facilities. There can be no assurance that we will be able to obtain refinancing under similar commercial terms, if at all, or that the Lender will not exercise its rights, declare an event of default, accelerate the repayment obligation of our Primech A&P subsidiary or enforce other remedies against it which may result in cross defaults under other facilities that our other subsidiaries have entered, or may enter, into. An acceleration or cancellation, of Primech A&P’s loans could have a material adverse effect on our liquidity, financial position, and prospects.

 

Any adverse material changes to the Singapore market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition.

 

During FY 2023 and FY 2022, substantially all of our revenue was derived from our operations in Singapore. Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which we operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have an adverse impact on our business and profitability.

 

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Uncertain global economic conditions have had and may continue to have an adverse impact on our business in the form of lower net sales due to weakened demand, unfavorable changes in product price/mix, or lower profit margins. For example, global economic downturns have adversely impacted some of our customers, such as Singapore Changi Airport, hotels, restaurants, retail establishments, and other entities that are particularly sensitive to business and consumer spending.

 

During economic downturns or recessions, there can be a heightened competition for sales and increased pressure to reduce selling prices as our customers may reduce their demand for our services. If we lose significant sales volume or reduce selling prices significantly, then there could be a negative impact on our consolidated financial condition or results of operations, profitability and cash flows.

 

Reduced availability of credit may also adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures. This could negatively impact our ability to obtain necessary supplies as well as our sales of materials and equipment to affected customers. This could additionally result in reduced or delayed collections of outstanding accounts receivable.

 

An epidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and prospects. As of the date of this prospectus, there is an ongoing outbreak of COVID-19, which has resulted in a global health crisis, causing disruptions to social and economic activities, business operations and supply chains worldwide, including in Singapore. Measures taken by the Singapore government to tackle the spread of COVID-19 have included, among others, border closures, quarantine measures and lockdown measures. The COVID-19 outbreak and related government measures have adversely affected our business in a number of ways, including:

 

temporary scale-back of certain cleaning services rendered at Singapore Changi Airport, Terminal 2;

 

termination on short notice of a number of service contracts, especially contracts pertaining to the hospitality industry, as well as our provision of customer services to hotels and other tourism venues; and

 

a shortage of labor given that a significant proportion of our employees are foreign workers who were subject to Singapore government imposed travel restrictions including stay-home notices or quarantine orders.

 

If a substantial number of our employees are infected with and/or are suspected of having COVID-19, and our employees are required to be quarantined and/or hospitalized, this may disrupt our ability to render services which may have a material adverse effect on our business operations and reputation of our Group.

 

The outbreak of COVID-19 contributed to a decrease in revenue from our stewarding services, from $7.3 million in FY 2020 to $4.8 million in FY 2021 and $5.1 million in FY 2022. Revenue from stewarding services has recovered in FY 2023 to $7.6 million as the national and local authorities in Singapore, where we operate, has removed most of restrictions on travel and other activities since April 2022. Our revenue also decreased temporarily during the scale-back of certain cleaning services rendered at Singapore Changi Airport, including other tenants/companies located in Terminal 2. Our Singapore Changi Airport revenue in total was approximately US$5.2 million for FY 2020. Due to reduced passenger traffic amid the COVID-19 pandemic, operations at Terminal 2 of Singapore Changi Airport were suspended to accelerate the expansion work for Terminal 2, of which we were one of the cleaning services providers, and our revenues have been reduced significantly to US$1.7 million in FY 2021 and US$1.8 million in FY 2022. Revenue from Changi Airport has recovered in FY 2023 to $3.2 million.

 

Operations at Terminal 2 were temporarily suspended as of May 1, 2020 due to reduced traffic caused by COVID-19. Prior to the suspension of operations of Terminal 2, there were already plans in place to renovate the terminal, and as a partial response to the reduction in activity due to COVID-19, and also to enable the acceleration of the planned expansion works at Terminal 2, Changi Airport Group (Singapore) Pte. Ltd. (“Changi Airport Group”) had decided to consolidate terminal operations in Terminals 1 and 3.

 

Singapore removed most remaining COVID-19 travel restrictions as of April 26, 2022, and eased its entry requirements for travelers, in response to a decline in new daily infections. Previously, Singapore Changi Airport closed the northern section of departure and arrival areas at Terminal 2. As of the date of this prospectus, Singapore Changi Airport has reopened the northern section of departure and arrival areas at Terminal 2 and the southern section of its Terminal 2 arrival hall and southern section of its Terminal 2 departure hall. Our contract with Changi Airport Group in respect of the relevant reopened areas of Singapore Changi Airport, was renewed effective on November 1, 2022 through October 31, 2023. Our other contract with Changi Airport Group for the airside is effective on March 1, 2023 through October 31, 2023. There can be no assurances as to whether Singapore Changi Airport will have any future closure in any parts of its airport terminals with respect to COVID-19; therefore, as long as COVID-19 continues to affect the aviation sector and the travel industry, we believe our airport services may be affected and it may have a material impact on the financial performance of the Group.

 

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COVID-19 has impacted Singapore’s economy resulting in significant economic contraction and high unemployment rates during FY 2020. The general economic downturn may affect the ability of our counterparties to perform their obligations in a timely manner or at all. Singapore government measures to alleviate the economic impact of COVID-19 such as the imposition of relief from actions for inability to perform scheduled contracts, or relief for financially distressed individuals, firms and other businesses could adversely affect our ability to enforce and require our counterparties to perform their obligations under our contracts.

 

Our revenue and profitability may be materially impacted if COVID-19 (or any health epidemic or virus outbreak) affects or continues to affect the overall economic and market conditions in Singapore for a prolonged period of time. Such an economic slowdown and/or negative business sentiment could potentially have an adverse impact on our business and operations. We are uncertain as to when the outbreak of COVID-19 will be contained, and we also cannot predict if the impact of an outbreak will be short-lived or long-lasting or when the Singapore market will be able to fully recover to pre-COVID-19 levels. If these disruptions are for a prolonged period of time, or if there are further outbreaks of infectious diseases, these may have a material adverse effect on our Group’s business, financial condition, results of operations, and prospects.

 

The Clean Mark Gold Award currently awarded to Primech A&P may be revoked and/or may not be renewed in May 2024.

 

Primech A&P and Maint-Kleen are 2022 recipients of the Clean Mark Gold Award, with Primech A&P also being a 2023 recipient of the Clean Mark Gold Award. The Clean Mark Gold Award is the highest level of accreditation under the Enhanced Clean Mark Accreditation Scheme granted to cleaning businesses. See “General Information on Our Group — Our Business Overview — Awards and Accreditation.”

 

As further set forth in “Legal Proceedings,” a 2019 workplace accident may result in a court conviction by A&P Maintenance. In 2020, A&P Maintenance and Primech Services & Engrg Pte. Ltd. amalgamated to form Primech A&P. Thus, a conviction (for offences under legislation administered by MOM) would have to be disclosed to NEA in connection with Primech A&P’s Clean Mark Gold Award and subsequent application for a renewal of its Clean Mark Gold Award in May of 2024. We have been advised by the solicitors to A&P Maintenance in connection with the 2019 workplace accident that this technicality will not in and of itself result in Primech A&P’s Clean Mark Gold Award being revoked prior to expiry, or disqualify Primech A&P from obtaining its 2024 renewal of the Clean Mark Gold Award, but we cannot assure you that this unfortunate accident will not cause Primech A&P’s Clean Mark Gold Award to be revoked prior to its expiry, or will not cause Primech A&P to lose its Clean Mark Gold Award when it expires in May 2024. Loss of this award could result in a breach of existing cleaning contracts, and/or disqualify Primech A&P from entering into or tendering for certain future cleaning contracts, which in turn could have a material adverse effect on our business and results of operations in the future.

 

Our Group does not have a long operating history as an integrated group.

 

Our Company was incorporated as a holding company on December 29, 2020; and starting in 2018 our Major Shareholder, Sapphire Universe acquired Primech Services & Engrg, A&P Maintenance, Acteef Cleaning, Maint-Kleen, and we acquired CSG and Princeston International in 2021. While our subsidiaries have been in operation between approximately two and thirty years, we do not have a long history of running an integrated group with standardized policies and procedures and on which our past performance may be judged.

 

There is no assurance that our future expansion and other growth plans will be successful.

 

As part of our future plans, we intend to expand our current facilities services into specialized services, or provide additional services such as landscaping and security services. We may expand our range of services organically, or inorganically through franchising, joint ventures, acquisitions and/or strategic alliances.

 

As such, we may be subject to risks related to the expansion of our Group such as, among others:

 

the availability of sufficient funds;

 

difficulties arising from operating a significantly larger and more complex organization;

 

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difficulties in entering into new businesses for which we may not be as or at all familiar;

 

difficulties in integrating the assets and the business operations of the subsidiaries and strategic alliances cohesively;

 

failure to realize expected profitability or growth;

 

failure to realize expected synergies and cost savings; and

 

unforeseen legal, regulatory, contractual, labor or other issues whether in Singapore or elsewhere.

 

We may also enter into new geographic markets, depending on the demand for our services as well as opportunities for growth. See section titled “General Information on our Group — Our Business Overview — Our Business Strategies and Future Plans” for further details. Overseas expansion involves numerous risks, including but not limited to legal and regulatory risks and financial costs. We cannot assure you that our operations in new geographic markets will be profitable. In addition to the above, geographic expansion will require substantial management dedication and efforts which may require significant additional expenditures. The successful implementation of our growth strategies depends on a variety of factors including our ability to hire and retain key management personnel, negotiate attractive terms for such acquisitions or expansions that may command high valuations, and obtain sufficient financing for our capital expenditures. There is no assurance that we will be able to obtain the required financing or that we will continue to have sufficient cash flow to fund our Group’s expansion. The abovementioned challenges associated with our growth plans may place increased demands on our management and on our operational systems and other resources, and could also increase our exposure to unanticipated risks and liabilities.

 

As such, there is no assurance that our Group will be successful in implementing our future plans or that we will be able to realize the profits, growth, or synergies expected from our Group’s expansion. In the event that we are unable to effectively or successfully execute our expansion strategies, our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

There is no assurance that our existing service contracts for facilities services will be renewed upon expiry or that we will be successful in securing new service contracts.

 

We derive the majority of our revenue from the provision of facilities services, which accounted for 80.8% of our revenue in FY 2023 and 84.6% of our revenue in FY 2022.

 

To the extent that the demand for our facilities services, particularly in Singapore, is adversely affected for any reasons, our business, financial condition and results of operations could be materially and adversely affected.

 

For facilities services, our service contracts with our customers are typically for a term of two to four years and may provide for an option to renew or extend for an additional term (typically two years). There is no assurance that our existing service contracts will be renewed or extended by our customers on the exact same terms, or at all. In order to secure facilities services contracts, we typically have to participate in a tender process, or provide quotes for our services. This is a competitive process for which our customers take into account, among other things, the prior performance, financial capability, reputation, accreditations and certifications of each potential contractor before deciding which contractor to appoint. Competition for such tenders is typically high. Accordingly, there is no assurance that we will be successful in securing new facilities services contracts. To the extent we are unable to secure new facilities contracts as our existing service contracts expire, our profitability and prospects could be materially and adversely affected.

 

Depending on customers’ demand for our services, if less of our service is required, our customers may re-negotiate to lower the fees payable to us under their service contracts with us. Further, our facilities services contracts typically permit our customers to terminate our service without cause by providing an agreed upon prior notice. If a substantial number of our service contracts are terminated early for any reason, and we are unable to secure new service contracts in a timely manner, this could have a material adverse effect on our business, financial condition, results of operations and prospects. For example, due to the COVID-19 pandemic leading to a slowdown in the hospitality and aviation industries, most of our service contracts for stewarding services and with Singapore Changi Airport were modified to reduce the scope of our services, which led to a decrease in our revenue by $2.5 million and $3.5 million, respectively, from FY 2020 to FY 2021 and had a material adverse effect on our results of operations.

 

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Our current strategy to expand into the installation of electric vehicle (EV) charging infrastructure is limited to participation in a pilot program and potential minority investment(s).

 

One of our business strategies is to expand our portfolio of services to include, among others, eco-solutions. To this end, we joined a consortium with third parties who have extensive experience in the EV charging and energy solutions sectors to submit a tender with the Singapore government to install EV charging infrastructure at various public cark parks in Singapore. The consortium was awarded the pilot tender by the government of Singapore to install EV charging infrastructure in approximately 150 public car parks in the North and North-East regions in Singapore. While we are familiar with submitting tenders to government authorities and executing government projects, we are reliant on our consortium collaborators such as Charge+ Pte. Ltd. (“Charge+”) (an EV charging solution provider in Singapore and Southeast Asia) for their experience in the EV industry. We and the other consortium members entered into agreements with the Singapore government relating to the EV project; these agreements provide that each consortium member, as a service provider, is jointly and severally responsible to the authorities for the due performance of the agreements. We subsequently entered into a Deed of Confirmation and Acknowledgement dated May 24, 2022 (the “Deed of Confirmation”) with our consortium collaborators which provides that (i) Charge+ shall at its own cost and expense, carry out and complete all works in connection with this project, (ii) Charge+ shall pay all concession and other fees payable and due to the Singapore authorities in connection with this project, (iii) we have no financial obligations to Charge+ or the other members of the consortium and (iv) Charge+ shall be entitled to all revenues received in connection with this project. Notwithstanding the Deed of Confirmation, each consortium member (including us) remains jointly and severally responsible to the authorities for the due performance of the agreements. The Singapore government is not a party to the Deed of Confirmation and the Deed of Confirmation does not extinguish the Company’s financial or operational obligations to the Singapore government. Therefore, if Charge+ was to default on its obligations under the agreements with the Singapore government relating to the EV project and Deed of Confirmation with respect to these costs, we estimate that the financial obligations to be borne by the other three consortium collaborators (including us) would not exceed US$3.3 million (SGD 4.4 million) over the next twelve years, comprised of no more than US$1.5 million (SGD 2 million) for the installation of the remaining charging stations and operating costs of no more than US$150,000 (SGD 200,000) per year for the next twelve years. See “Our Business Strategies and Future Plans” for more information.

 

In addition, we expect to apply a portion of the proceeds from this offering to one or more minority investments in the EV conversion and charging business, but we do not intend to acquire a controlling interest in any target company. We also expect to apply a portion of the proceeds from this offering to upgrade our motor vehicles and our fleet of ride-on and autonomous cleaning machines compatible with EV charging. We do not own or operate an EV charging function.

 

As we are not in the business of manufacturing or operating EV technology, our participation is limited to efforts of the types described above.

 

Our service contracts typically contain liquidated damages clauses, and our customers have in the past and may in the future request for liquidated damages if we fail to comply or observe certain contractual requirements.

 

Our service contracts with our customers typically contain liquidated damages clauses. If we fail to meet the requirements prescribed in the service contracts such as the inability to fulfil the required standard of cleanliness desired by our customers whether from shortage of personnel and/or other operational mishaps such as delays in cleaning schedules or deviations from customer instructions, our customers may require us to pay ascertained monetary damages, and/or they may deduct any such damages from our security deposit with them or any monies due or payable to us. In FY 2023 and FY 2022, we incurred an aggregate cost of approximately $1.1 million and $0.6 million, respectively, in liquidated damages. In the event that substantial liquidated damages are imposed on us, this may have material adverse effect on our business, financial condition, results of operations and prospects.

 

The loss of or reduction of Singapore government grants and/or subsidies, particularly those relating to COVID-19 relief, could reduce our profits.

 

We from time to time receive certain Singapore government grants and/or subsidies in connection with, among others, the wages of our employees (such as the Special Employment Credit and the Wage Credit Scheme) as well as the purchase of technological equipment. For FY 2023 and FY 2022, our Singapore government grants amounted to $4.6 million and $3.5 million, respectively.

 

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The provision of such grants and/or subsidies is at the sole discretion of the government depending on, among other things, public interest and political factors, and is not guaranteed. For example, in response to the COVID-19 crisis, the Singapore government in 2020 introduced the Jobs Support Scheme (“JSS”) and the Jobs Growth Incentive (“JGI”), under which the government gave payouts to qualifying employers to offset local employees’ wages (and help protect their jobs) and to encourage employers to expand local hiring. We received JSS and JGI payouts from the Singapore government in FY 2021; these payouts amounted to $7.5 million and were all recognized in our income statement for FY 2021. See section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.

 

There is no assurance that the Singapore government will provide such grants and/or benefits in future periods of economic uncertainty.

 

We have tendered bids and quoted for service contracts based on factors such as the prevailing market conditions and the availability of Singapore government grants and/or subsidies. We expect COVID-19 relief related grants to be reduced if and as the pandemic subsides. Any further reduction in the amount of government grants and/or subsidies received may render certain of our ongoing projects unprofitable and this would have a material adverse effect on our business, financial condition, results of operations and prospects. Our increased use of technological equipment such as cleaning robots is also supported by specific Singapore government grants. We cannot predict whether we or our subsidiaries will continue to benefit from such grants and/or subsidies, and there is no guarantee that we can continue to receive Singapore government grants in the future. In the event that these Singapore government grants and/or subsidies fall away and we are unable to find alternative funding on same or similar favorable terms, our plans to expand our service capacity through capital expenditure on cleaning robots may not be successful and our financial condition and operating results may suffer. Further, it is uncertain whether we will be able to benefit from Singapore government grants, or any other grants or subsidies, in respect of any expansion of our business or any jobs performed by us outside Singapore.

 

We may suffer from cost overruns as our fees are typically agreed upon submission of tender or quotation.

 

We typically enter into service contracts whereby the contract value is fixed upon submission of a tender or quotation. A tender is proffered by us in a competitive bidding process, and a quotation is given directly by us to a potential client. We would take into consideration, among other things, the needs and expectations of the customers, the need for procurement of additional resources (such as manpower, equipment or supplies) and other logistical arrangements, the need for engaging sub-contractors, as well as prevailing Singapore government grants and/or subsidies.

 

The accuracy of our contract proposals is subject to our Group’s experience and expertise in assessing the tender or quotation requirements. However, the tender or quotation process may be carried out approximately one (1) to three (3) months prior to entry into the final service contract and the rendering of our services. During this period, we may face unforeseen circumstances such as changes in the cost of labor, equipment or supplies, regulatory changes, and other unforeseen circumstances which may result in cost overruns. Any increase in costs of labor, equipment or supplies, or the incurrence of additional sub-contractor fees during the term of the service contract, would be borne by us. If we are unable to control costs or manage our costs within our estimates, this may materially and adversely affect our results of operations and financial condition.

 

We are exposed to the credit risks of our customers and we may experience delays or defaults in collecting our receivables, and thus we face liquidity risks.

 

We extend our credit terms of between 30 and 90 days depending on the creditworthiness of our customers. As at March 31, 2023 and 2022, accounts receivable were approximately $15.4 million and $11.9 million, respectively, and our average accounts receivable turnover days were 72 days and 73 days, respectively. Our total amount of reserve for uncollectible amounts of trade and other receivables were approximately $454,000 and $472,000 in FY 2023 and FY 2022, respectively.

 

We face uncertainties over the timeliness of our customers’ payments and their ability to pay. Our customers’ ability to pay may be affected by events or circumstances that are difficult to foresee or anticipate, such as a decline in their business or an economic downturn. Hence, there can be no assurance that we will be able to collect our trade debts fully or within a reasonable period of time.

 

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As such, our financial condition and results of operations are dependent, to a certain extent, on the creditworthiness of our customers. If there are any unforeseen circumstances affecting our customers’ ability or willingness to pay us, we may experience payment delays or non-payment. In such events, our Group’s liquidity, cash flows and working capital may be adversely affected.

 

Our business involves inherent industrial risks and occupational hazards, the materialization of which may adversely affect our business operations and financial results.

 

Our business involves inherent industrial risks and occupational hazards, which may not be wholly eliminated or preventable through the implementation of safety measures. Our industry is labor-intensive by nature and our workers are required to perform certain tasks that present risks and dangers, such as working at a considerable height above ground, cleaning slippery floors, working in environments which may be dusty or dirty and may contain viruses or bacteria, carrying heavy objects, coming into contact with cleaning chemicals such as bleach and detergents, and operating motor vehicles and cleaning machinery.

 

In addition, we are liable under the WICA and under Singapore common law to compensate employees (including sub-contractors’ employees) who suffer bodily injuries or death as a result of accidents or who contract occupational diseases arising out of and in the course of their employment with us. We may also face claims from third parties from time to time including those who suffer personal injuries at premises where we provide services. Thus, we may from time to time be involved in material disputes with various parties in the ordinary course of our business. Such complaints, allegations and legal actions, regardless of their merit, may result in public scrutiny and negative publicity, thereby harming the standing and market reputation of our Group. In the event that claims are brought against us, whether with or without merit, the resulting litigation, arbitration, administrative or other legal proceedings could be time consuming and costly.

 

While we have implemented QEHS procedures, there is no assurance of compliance therewith by our employees at all times or that they will not be exposed to risks or dangers related to their work activities, such as illnesses from diseases or viruses, or physical injuries arising from equipment failure or industrial accidents. In the event that such risks or dangers materialize, we may be subject to inquiries and investigations by the relevant authorities, thus disrupting our business and damaging our reputation, which may also affect the validity of our relevant licenses, permits and/or approvals, business, financial condition, results of operations and prospects. Please refer to the section titled “General Information on our Group — Our Business Overview — Legal Proceedings” of this prospectus for further details.

 

Our operations are also exposed to the risk of equipment failure, failure by our employees to follow procedures and protocols, as well as risks inherent in operating equipment and machinery, resulting in damage to or loss of any relevant machines, equipment or facilities or to personal injury. A major operational failure could result in substantial loss of life and/or serious injury, damage to or loss of machines, equipment or facilities, protracted legal disputes and damage to our reputation. Further, our contracts provide that our customers can suspend or refuse services in the event that their operations are affected by events of force majeure. In the event of operational or equipment failure, we may be forced to cease part of our operations and we may be subject to any penalty or incur extra costs or expenses in any dispute as a result of such operational or equipment failure. As a result, the business, financial condition and results of operations of our Group may be materially and adversely affected.

 

We depend on certain equipment to perform our facilities services and are subject to associated risks of maintenance and obsolescence.

 

We utilize cleaning robots in the provision of our facilities services. We purchase these robots from third parties, and they typically come with a manufacturer’s warranty of one year. In the event that any necessary repairs are not covered by the manufacturer’s warranty or such warranty has expired, we would be required to pay for the costs of repair, which could be a significant amount.

 

Further, our cleaning robots may face obsolescence due to rapid technological developments and the emergence of alternative innovations. To the extent that our equipment faces obsolescence before the end of their expected useful lives, we may be subject to impairment losses. Changes and advancements in technology may require us to replace and upgrade our equipment at an earlier stage than expected. As a result, we may incur significant additional capital expenditure.

 

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We are exposed to legal or other proceedings or to other disputes or claims.

 

In the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration. These legal procedures are time-consuming and the settlement of a contract dispute may require additional financial and other resources. Failure to secure adequate payments in time or to manage past due receivables effectively could have a material and adverse effect on our business, financial condition, results of operations and prospects.

 

Further, disputes and claims may arise, from time to time, between our Group and our customers, suppliers or sub-contractors for various reasons such as delays, unsatisfactory service delivery and alleged breaches of service contracts. Due to the nature of our services, we have, from time to time, been the subject of workplace safety and/or negligence claims from employees and/or members of the public. These disputes, if remain unresolved or worsen, may eventually result in legal or other proceedings and therefore cause disruptions and delays to our operations, in addition to the extra costs that may be incurred in their settlement or other resolution. Our resources may also be diverted to defend the claims, thereby adversely affecting our Group’s business, financial condition, results of operations and prospects.

 

In the event that we are unable to resolve the aforementioned disputes or claims satisfactorily in a timely manner or at all, our Group’s business, financial condition and results of operation may be materially and adversely affected. Please refer to the section titled “General Information on our Group — Our Business Overview — Legal Proceedings” of this prospectus for further details.

 

Our insurance coverage may not cover all our damages and losses.

 

We maintain insurance policies to provide insurance coverage of our business operations. We expect to renew our insurance policies, such as our insurance policy for work injury compensation on an annual basis and there is no assurance that we will be able to renew all of our policies or obtain new policies on similar terms.

 

The nature of our business operations entails inherent risks such as risk of fire, theft and property loss at the worksites during the course of our service contracts or during the delivery of our services. Also, we do not have key man insurance to cover the loss of key personnel. While our Directors believe that we have sufficient insurance coverage for our business operations in line with industry standards and business practices in Singapore and although we may be able to increase our insurance coverage when required, there is no assurance that our existing or future insurance coverage will be sufficient to indemnify us against all potential losses.

 

As a public company, we expect the laws, rules and regulations governing U.S. public companies will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

 

In the event that our existing insurance coverage is insufficient to indemnify us against all or any losses, our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

We are dependent on our ability to retain existing senior management personnel and to attract new qualified management personnel.

 

Our continued success is highly dependent on our ability to retain our senior management personnel, who are responsible for key aspects of our business, including but not limited to maintaining customer relationships, developing new business opportunities, finance and project management. Our Executive Officers have an average of 17 years’ experience in the facilities services industry, and their knowledge, skills and extensive experience in our industry, business relationships with our customers, and ability to manage existing and develop new customer relationships have been important to the growth of our Group. If any of our key management personnel cease to be involved with our Group in the future and we are unable to find suitable replacements in a timely manner, this may cause disruptions to our business operations and our business, financial condition, results of operations and prospects may be adversely affected.

 

The success and growth of our Group also depends on our ability to identify, hire, train and retain suitable, skilled and qualified key management personnel. If we are unable to hire and retain employees from different sectors apart from the facilities services industry, such as hires with technology, finance, human resources and business development capabilities, our ability to build up our key management personnel team may be limited to a certain extent.

 

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The appeal of our services is reliant, to some extent, on maintaining and protecting the brand names and trademarks in our business.

 

Our business is sensitive to customer perception of the quality and safety of our services and products. In the event of any misuse of our brand and/or trademarks (which may include misuse by our sub-contractors, our employees or unrelated third parties), or in the event we fail to detect, deter and prevent trademark, related misconduct, or otherwise fail to effectively protect our brand and/or trademarks, our reputation could be damaged, resulting in our business, financial condition, results of operations and prospects being materially and adversely affected.

 

We are exposed to risks of infringement of our intellectual property rights and the unauthorized use of our trademarks by third parties and we may face litigation suits for intellectual property infringement.

 

We believe our trademarks are well recognized by our customers and in the industries we are operating in, which reflects our reliable and quality services that have contributed to our success. It is possible that our competitors or other third parties may adopt trademarks similar to ours, which may lead to brand confusion. If we fail to effectively protect our trademarks and other intellectual property, generally or against specific third party infringement, our intellectual property rights could be negatively affected and our customers may have a negative impression of our service quality which in turn may have an adverse impact on our Group’s reputation, prospects, business and financial results.

 

There is also no assurance that we will not be sued for any potential infringement of any intellectual property rights of third parties in the future. In the event of any claims or litigation involving infringement of the intellectual property rights of third parties, whether with or without merit, we may be required to divert a significant amount of our time and resources to defend or attend to any possible litigation or legal proceedings. As a result, our reputation, business and financial results may be adversely affected.

 

We could incur substantial costs as a result of data protection concerns or IT systems disruption or failure.

 

While we have not been the subject of any cyber-attacks or IT system failures that have had a material impact on our Group, our business may be impacted by such attacks or system failures in the future. Cybersecurity attacks, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. A cyberattack or system failure may result in operational downtimes and/or delays, which may have a detrimental impact on our ability to provide services to our customers. In addition, we utilize cleaning robots in the provision of our facilities services and we have established online booking platforms (web based and mobile applications) for our HomeHelpy business, and any failure of these systems could disrupt our daily operations and lead to delays of our provision of services or loss in our revenues.

 

We handle the personal data of customers in the ordinary course of providing cleaning services to individual customers. The collection and use of such personal data is governed by personal data protection laws in Singapore, in particular the Personal Data Protection Act 2012 (No. 26 of 2012). While we have implemented measures to protect sensitive information and confidential and personal data and comply with applicable laws, rules and regulations, our facilities and systems may be vulnerable to security breaches and other data loss, including cyber-attacks. In addition, it is not possible to predict the impact on our business of any future loss, alteration or misappropriation of information in our possession related to us, our employees, former employees, customers, suppliers or others. This could lead to negative publicity, legal claims, theft, modification or destruction of proprietary or other key information, damage to or inaccessibility of critical systems, operational downtimes and/or delays and other significant costs, which could adversely affect our business, financial condition, results of operations and prospects.

 

The value of our intangible assets and costs of investment may become impaired.

 

As a result of our past acquisitions carried out pursuant to the Restructuring Exercise in 2021, goodwill and other intangible assets represented a significant portion of our assets. Goodwill and other intangible assets (comprising customer contracts and customer relationships) were approximately $0.8 million and $1.2 million as at March 31, 2023 and 2022, respectively, representing approximately 1.8% and 3.6% of our total assets. During FY 2023, we determined there was an impairment charge of approximately $138,000 related to the recorded goodwill relating to the acquisition of Maint-Kleen. If we make additional acquisitions, it is likely that we will record additional intangible assets such as goodwill on our consolidated statement of financial position.

 

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Other intangible assets are amortized over their estimated useful lives. In accordance with applicable accounting standards, we periodically evaluate our goodwill and other intangible assets to determine whether all or a portion of their carrying values may no longer be recoverable, in which case a charge to the profit or loss statement may be necessary. Such impairment testing is complex and requires us to make assumptions and judgments regarding the estimated recoverable amount of our cash-generating units to which the goodwill is allocated. If estimated recoverable amounts are less than the carrying values for goodwill in future annual impairment tests, we may be required to record impairment losses in future periods. Any future evaluations requiring an impairment of our goodwill could materially affect our results of operations and shareholders’ equity in the period in which the impairment occurs. A material decrease in shareholders’ equity could, in turn, potentially impact our ability to pay dividends.

 

Our historical financial and operating results are not a guarantee of our future performance.

 

Our annual and periodic financial results vary from year-to-year and from period-to-period, in response to a number of factors that we cannot predict, such as general business outlook and sentiment, economic market conditions, employment rates, inflation and interest rates and consumer confidence. As such, we believe that our annual and periodic financial results are not a guarantee of our future economic performance and undue reliance should not be placed on such results for future speculative purposes.

 

We may be exposed to liabilities under applicable anti-corruption laws and any determination that we violated these laws could have a materially adverse effect on our business.

 

We are subject to various anti-corruption laws that prohibit companies and their agents from making improper payments or offers of payments for the purpose of obtaining or retaining business. We may conduct business in countries and regions that are generally recognized as potentially more corrupt business environments. Activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of various anti-corruption laws, including the United States Foreign Corrupt Practices Act (the “FCPA”). We have implemented safeguards and policies to discourage these practices by our employees and agents but we cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees or agents. If our employees or agents violate our policies or we fail to maintain adequate record keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. Violations of the FCPA or other anti-corruption laws, or allegations of any such acts, could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions. Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and non-monetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, consolidated financial condition and results of operations.

 

Any inability by us to consummate and effectively integrate acquisitions into our business operations may adversely affect our results of operations.

 

We invest time and resources into carefully assessing opportunities for acquisitions, and we continue to evaluate potential acquisition opportunities to support, strengthen and grow our business, including potentially in the near term. For example, since 2020 we have acquired Maint-Kleen, CSG and Princeston International. Despite diligence and integration planning, acquisitions still present certain risks, including the time and economic costs of integrating an acquisition’s technology, control and financial systems, unforeseen liabilities, and difficulties in bringing together different work cultures and personnel. Although we have previously completed several acquisitions, there can be no assurance that we will be able to locate suitable acquisition candidates, acquire possible acquisition candidates, acquire such candidates on commercially reasonable terms, or integrate acquired businesses successfully in the future. Future acquisitions, including those we may consummate in the near term, may require us to incur additional debt and contingent liabilities, which may adversely affect our business, results of operations and consolidated financial condition. The process of integrating acquired businesses into our existing operations may result in operating, contractual and supply chain difficulties, such as the failure to retain customers or management personnel. Such difficulties may divert significant financial, operational and managerial resources from our existing operations, and make it more difficult to achieve our operating and strategic objectives.

 

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We may be subject to claims against us relating to any acquisition or business combination.

 

There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence. Although a seller generally will have indemnification obligations in favor of us under an acquisition or merger agreement, these obligations will usually be subject to financial limitations, such as general deductibles and maximum recovery amounts, as well as time limitations. We cannot ensure that our right to indemnification from any sellers will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur. Any such liabilities, individually or collectively, could have a material and adverse effect on our prospects, business and financial results.

 

We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

 

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, will significantly increase our costs as well as the time that must be devoted to compliance matters. We expect that compliance with these laws, rules, regulations and standards will substantially increase our expenses, including our legal and accounting costs, and make some of our operating activities more time-consuming and costly. These new public company obligations also will require attention from our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules, regulations and standards to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as officers. As a result of the foregoing, we expect a substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.

 

If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to timely produce accurate financial statements or comply with applicable regulations could be impaired.

 

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal disclosure controls and procedures over our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we will file with the SEC will be recorded, processed, summarized, and reported within the time periods and as otherwise specified in SEC rules, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal Executive Officers and financial officers. We are also continuing to improve our internal controls over financial reporting.

 

Ensuring that we have effective disclosure controls and procedures and internal controls over financial reporting in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. Our internal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Beginning with our second annual report on Form 20-F after we become a company whose securities are publicly listed in the United States, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to make a formal assessment of the effectiveness of our internal controls over financial reporting, and once we cease to be an emerging growth company, we will be required to include an attestation report on internal controls over financial reporting issued by our Independent Registered Public Accounting Firm. During our evaluation of our internal controls, if we identify one or more material weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial reporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit our ability to accurately report our financial condition, or results of operations.

 

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We do not expect to be subject to certain Nasdaq corporate governance rules applicable to U.S. listed companies.

 

As a foreign private issuer, we are entitled to rely on a provision in Nasdaq’s corporate governance rules that allows us to follow Singapore corporate law with regards to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.

 

In addition, our Audit Committee is not subject to additional Nasdaq requirements applicable to listed U.S. companies, including an affirmative determination that all members of the audit committee are “independent,” using more stringent criteria than those applicable to the Company under relevant SEC rules. Nasdaq’s corporate governance rules require listed U.S. companies to, among other things, seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares, which the Company is not required to follow as a foreign private issuer. However, following the IPO, we will voluntarily have a majority of independent directors and our audit committee will consist of three independent directors.

 

Negative publicity relating to our Group or our Directors, Executive Officers or Major Shareholders may materially and adversely affect our reputation and Share price.

 

Negative publicity or announcements relating to our Group or any of our Directors, Executive Officers or Major Shareholders, whether with or without merit, may materially and adversely affect the reputation and goodwill of our Group in our industry, consequently affecting our relationships with our customers, suppliers and sub-contractors. In addition, such negative publicity may affect market perception of our Group and the performance of our Share price.

 

Negative publicity or announcements may include, among others, newspaper reports of accidents at our work sites, unsuccessful attempts in joint ventures, acquisitions or take-overs, any involvement we may have in litigation or insolvency proceedings, and unfavorable or negative articles on any of our Directors, Executive Officers or Major Shareholders. Any claims and legal actions brought forward by our customers may also have a negative impact on our brand image. If our customers, suppliers and sub-contractors subsequently lose confidence in us, this could result in the termination of business relationships or fewer referrals or invitations to tender or quote for facilities services or other contracts. To this end, our business, financial condition, results of operations and prospects may be adversely impacted.

 

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RISKS RELATING TO THE INDUSTRY IN WHICH WE OPERATE

 

We operate in a highly regulated industry.

 

We are required to obtain licenses, permits, approvals and/or certifications for our business operations and there is no guarantee that such licenses, permits, approvals and or certifications can be obtained, renewed or will not be revoked in the future.

 

The facilities services industry in Singapore is highly regulated. In order to conduct our business operations, we are required to hold various valid licenses, permits, approvals and/or certifications. These licenses, permits, approvals and/or certifications are subject to various terms and conditions, and are renewable on a periodic basis. While we are not aware of any circumstances which might prevent us from renewing our licenses, permits, approvals and/or certifications, there is no guarantee that these will be renewed in a timely basis, or at all.

 

If we fail to adhere to the stipulated regulatory requirements and/or conditions of our licenses, we may be subject to fines and penalties or be required to take remedial measures; our licenses, permits, approvals and/or certificates may be revoked; and/or additional terms and conditions may be imposed on us. In particular, the Director-General of NEA has discretion to revoke, suspend or impose any other directions or restrictions on the licensee’s cleaning business license if the licensee has gone or is likely to go into compulsory or voluntary liquidation other than for the purpose of amalgamation or reconstruction, or the Director-General becomes aware of a circumstance that would have required or permitted the Director-General to refuse to grant or renew the licensee’s cleaning business license. See section titled “General Information on our Group — Government Regulations” for further details on material Singapore government regulations applicable to us. The loss of licenses, permits, approvals and/or certifications could disrupt our business operations thereby adversely affecting our business, financial condition, results of operations and prospects.

 

In Singapore, there are seven major registration categories, and various “workheads,” administered by the Building & Construction Authority of Singapore, or BCA. The Facilities Management Workheads, also known as “FM,” are the relevant “workheads” applicable to our services. There are several FM sub-categories that affect our Company.

 

In order to bid for the provision of cleaning services in a public sector project of an unlimited contract size, we would have to continue to maintain a L6 grade registration in respect of the FM02 workhead for “Housekeeping, Cleansing, Desilting and Conservancy” currently held by Primech A&P and Maint-Kleen, and there is no assurance that we will be able to continue to do so. The Singapore government may also introduce new workheads from time to time. For instance, with effect from April 1, 2020, BCA introduced a new FM01 workhead for “Facilities Management” whereby a provider has to provide at least two distinct maintenance services. Such maintenance services include security services, cleaning services, landscaping services and pest control. BCA may also from time to time change the requirements for obtaining the requisite workhead. Any inability to renew or maintain our current workhead grading, or obtain any relevant new workhead grading, may reduce our business opportunities for our Group and have an adverse impact on our business, financial condition, results of operations and prospects.

 

The cleaning business in Singapore was only subject to license beginning in 2014, when the EPHA was amended to require the licensing of cleaning businesses. Any changes to the existing rules and regulations which govern our business operations may require us to obtain additional licenses and registrations from the relevant Singapore government authorities. To this end, our financial performance may be adversely affected if additional expenses are incurred as part of complying with license and registration requirements. We also cannot guarantee that such additional licenses and registrations will be granted to us in a timely manner, or at all. In the event that there is a delay in obtaining the relevant licenses, we are unable to obtain or renew the necessary licenses or if the necessary licenses are revoked, our business, financial condition, results of operations and prospects may be adversely affected.

 

We may face employee retention and labor shortage issues due to the labor-intensive nature of the facilities services industry and limited local labor force in Singapore.

 

At present, the facilities services industry is highly labor-intensive. Labor costs contributed approximately 84.2% and 83.1% of our direct costs for FY 2023 and FY 2022, respectively. In particular, we are heavily reliant on foreign workers. In FY 2023, approximately 69% of our employees were Singapore citizens and permanent residents, while the remaining 31% employees were foreign workers.

 

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The MOM prescribes a dependency ratio ceiling which sets out the maximum permitted ratio of foreign workers to the total workforce that a company is allowed to hire. Since January 1, 2020, MOM reduced the dependency ratio ceiling for the services sector from 40% to 35%. In addition, we also have to pay levies and performance bonds in respect of our non-traditional source (“NTS”) employees, resulting in increased expenses for our Group.

 

Further, a portion of our total costs is attributable to leases taken up in favor of our foreign workers. As a result of travel restrictions imposed as a result of the COVID-19 pandemic, our total costs attributable to leases increased by approximately 33.1% from FY 2020 to FY 2021 and further increased by approximately 9.2% from FY 2021 to FY 2022 as we had to bear additional accommodation costs for Malaysian workers who previously commuted into Singapore on a daily basis. In the event that we are required to take up additional leases for our foreign workers on an extended basis or if there is an increase in rental rates, this would result in increased expenses for our Group.

 

While the employment of Singapore citizens and permanent residents is not subject to the same restrictions, the employment of such workers in the cleaning, security and landscape sectors must comply with the Progressive Wage Model (“PWM”). The PWM requirements for the cleaning sector took effect from September 1, 2014 and were revised with effect from July 1, 2018, and compliance with these PWM requirements is a licensing condition for cleaning companies. The PWM stipulates monthly minimum basic wages for cleaners performing different types of cleaning jobs (the minimum wage varies depending on the job scope of the cleaner) and provides for yearly wage increases from July 1, 2020 to June 30, 2029. In addition, there is a mandatory PWM bonus payable to cleaners who meet certain criteria. See section titled “General Information on our Group — Government Regulations — Progressive Wage Model” for further details. There is no assurance that we will be able to pass on any increase in labor costs onto our customers when determining our tender pricing, failing which, our business, financial condition, results and operations and profitability may be materially and adversely affected.

 

Further, we may also face retention issues as the facilities services industry in Singapore is fragmented with many industry players, who may be able to offer more competitive wages or benefits than us, and our employees are generally not subject to non-compete restrictions and are able to easily move between different employers in the industry. Various factors including labor laws, travel restrictions and competition from other employers may affect our ability to retain existing employees or hire new employees, or to procure additional manpower from sub-contractors when needed. In the event that we are not able to maintain or increase our workforce as needed, we may face a shortage of labor and our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

Our supply of foreign labor may be affected by the laws, regulations and policies in the countries from which the foreign labor originates.

 

We are dependent on the supply of foreign labor for our business operations, which is predominantly subject to the supply conditions in foreign labor markets. Our foreign workers are mainly from Malaysia, Bangladesh, Myanmar and China. The supply of foreign labor is affected by the laws, regulations and policies of the countries from which the foreign labor originates. Such laws, regulations and policies or changes thereof or the introduction of additional requirements and/or restrictions by the authorities or governments of these countries may affect the supply of foreign labor and may cause disruptions or delays to our operations and/or increase our labor costs.

 

For example, we source our foreign labor from foreign labor provision agencies and the laws, regulations and policies of the countries from which the foreign labor originates may require the foreign labor provision agencies to be licensed or meet other requirements before they may arrange for the foreign labor to work abroad. Hence, if these foreign labor provision agencies breach the relevant laws, regulations and policies and have their licenses revoked, we will not be able to source foreign labor from them, and we may not be able to find an alternative foreign labor provision agency. In the event that we are not able to find a suitable supply of foreign labor to meet the requirements of our customers as a result of any of the foregoing factors, our business, financial condition, results of operations and prospects may be adversely affected.

 

A shortage of reliable sub-contractors may disrupt our business operations and increase our costs and we may be liable for the breaches of our sub-contractors.

 

In order to manage our service capacity and to complement our service offerings, we may sub-contract portions of our facilities services contracts to external service providers from time to time. For example, we outsource external façade cleaning to specialist cleaners and may from time to time outsource residential space cleaning services to sub-contractors with expertise in condominium cleaning. We also outsource pest control services, landscaping and waste management to sub-contractors with the relevant expertise. While we have oversight of our sub-contractors, we are not be able to control the day-to-day management and operations of our sub-contractors. Pursuant to the terms of the service contracts entered into with our customers, we may be liable for the negligence, omission, or default arising from our sub-contractors as well.

 

Notably, our engagements with sub-contractors are not exclusive and our sub-contractors are free to take up work with other companies. Where our sub-contractors decide not to work with us or where we are unable to retain them at costs favorable to us, our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

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Although we are selective in engaging sub-contractors, there is a risk that our sub-contractors may fail to meet the standards required by our customers. In the event that we are required to replace a sub-contractor, we may incur higher costs and there may be disruptions or delays to the services rendered to our customers. Consequently, there may be an adverse impact on our reputation and on our business, financial condition, results of operations and prospects.

 

The facilities services industry in Singapore is highly competitive.

 

Our success in the facilities services industry will depend on our ability to compete effectively against our competitors on factors such as pricing, quality of services, reliability, reputation and size of operations. We may face more intensive competition in the future from existing competitors and new market entrants, which may be in a better position to expand their market share due to their longer operating histories, larger customer base, ready access to sub-contractors, wider range of services offered, greater financial resources or other factors. See section titled “General Information on our Group — Our Business Overview — Competition” for further details. There is no assurance that the facilities services industry in Singapore will not see an increase in the number of contractors who possess the requisite accreditation to tender for higher-value facilities services contract, or obtain a cleaning business license, or an increase in the number of contractors who have a similar expertise and track record to us.

 

The facilities services industry in Singapore may be affected by new initiatives introduced by the relevant regulatory agencies. For example, the NEA introduced the Clean Mark Accreditation Scheme in 2010 as an initiative to recognize businesses that deliver high cleaning standards through the training of workers, use of equipment to improve work processes and fair employment practices, and our subsidiaries, Primech A&P and Maint-Kleen subsequently obtained Clean Mark awards. See section titled “General Information on our Group — Government Regulations — Enhanced Clean Mark Accreditation Scheme” for further details. If we are unable to capitalize on Singapore government-backed initiatives and adapt or compete against our competitors in the face of such changes, our business, financial condition, results of operations and prospects may be materially and adversely affected.

 

In order to expand service capacity, certain of our competitors in the facilities services industry have been exploring the use of new cleaning technology that will improve their business, including novel cleaning technology and product developers with specialized technical skills. If we are unable to adapt to and acquire such advances in technology (such as the use of effective green chemicals), we cannot remain competitive, and this may result in lower profit margins and a loss of market share for our Group. There is no assurance that we will be able to compete against our competitors effectively in the future and this could have a material and adverse effect on the business, financial condition, results of operations and prospects of our Group.

 

Industry consolidation may give our competitors advantage over us, which could result in a loss of customers and/or a reduction of our revenue.

 

Some of our competitors have made or may make acquisitions or enter into partnerships or other strategic relationships in order to offer more comprehensive services or achieve greater economies of scale. In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships. Many potential entrants may have competitive advantages over us, such as greater name recognition, longer operating histories, more varied services and larger marketing budgets, as well as greater financial, technical and other resources. Industry consolidation may result in practices that make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs, technology or services functionality. These pressures could result in a reduction in our revenue.

 

We are subject to risks in connection with the use and storage of cleaning chemicals. In addition, any perceived use of cleaning supplies and/or chemicals that are not environmentally friendly or safe may adversely affect our brand name and the contracts we can successfully bid for.

 

Certain of the cleaning solutions and chemicals we use in our cleaning and pest control operations are considered “hazardous substances” under the Environmental Protection and Management Act 1999 of Singapore (“EPMA”) and are subject to regulatory control. In particular, we are required under the EPMA and the regulations thereunder to hold a permit to store and use such hazardous substances and comply with certain conditions of storage and disposal. Non-compliance with the relevant laws and regulations may result in fines or imprisonment, and could also reduce our chances of successfully tendering for public contracts, in view of the Singapore government’s preference for environmentally friendly cleaning chemicals. Our inability to successfully tender for public contracts could adversely affect our business, financial position, and results of operations and future prospects.

 

In the event that the public deems our cleaning solutions and chemicals to be not environmentally friendly or safe, or to be harmful to humans or animals, the demand for our services may reduce. This might happen regardless of whether such claims are justified or not. This in turn can damage our branding and have an adverse impact upon our business, financial position, results of operations and prospects.

 

New and stricter legislation and regulations may affect our business, financial condition and results of operations.

 

Our business requires compliance with many laws and regulations. Increased legislative and regulatory activity and burden, particularly in the areas of licensing requirements and immigration and employment regulation, and a more stringent manner in which any of them are applied could significantly impact our business. Failure to comply with these laws and regulations could subject us to lawsuits and other proceedings, and could also lead to damage awards, fines and penalties. We may become involved in a number of legal proceedings and audits, including Singapore government and agency investigations, and consumer, employment, tort and other litigation. The outcome of some of these legal proceedings, audits, and other contingencies could require us to take, or refrain from taking, actions that could harm our operations or require us to pay substantial amounts of money, harming our financial condition. Additionally, defending against these lawsuits and proceedings may be necessary, which could result in substantial costs and diversion of our senior management’s attention and resources, harming our financial condition. There can be no assurance that any pending or future legal or regulatory proceedings and audits will not harm our business, financial condition and results of operations.

 

Furthermore, the regulatory environment in which we operate is still developing, and the potential exists for future legislation and regulations to be adopted. These developments may adversely affect the customers to whom, and the markets into which, we sell our products, increase our costs, require additional expenditures to ensure continued regulatory compliance and otherwise negatively affect our business, consolidated financial condition or results of operations, including in ways that cannot yet be foreseen.

 

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RISKS RELATING TO INVESTMENTS IN SINGAPORE COMPANIES

 

We are incorporated in Singapore, and our Shareholders may have more difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States.

 

Our corporate affairs are governed by our Constitution and by the laws governing companies incorporated in Singapore. The rights of our Shareholders and the responsibilities of the members of our board of directors under Singapore law may be different from those applicable to a corporation incorporated in the United States. Therefore, our public Shareholders may have more difficulty in protecting their interests in connection with actions taken by us, our management, members of our board of directors or our Major Shareholders than they would as shareholders of a corporation incorporated in the United States. For example, controlling shareholders in corporations incorporated in Delaware are subject to fiduciary duties while controlling shareholders in Singapore companies are not subject to such duties.

 

In addition, only persons who are registered as Shareholders in our register of members are recognized under Singapore law as our Shareholders. Only registered Shareholders have legal standing to institute Shareholder actions against us or otherwise seek to enforce their rights as Shareholders. Investors in our Shares who are not specifically registered as Shareholders in our register of members (for example, where such Shareholders hold Shares indirectly through the Depository Trust Company “DTC”) are required to be registered as Shareholders in our register of members in order to institute or enforce any legal proceedings or claims against us, our directors or our executive officers relating to shareholder rights. The administrative process of becoming a registered Shareholder could result in delays prejudicial to any such legal proceeding or enforcement action. See section titled “Description of Share Capital and Constitution — Comparison of Shareholder Rights” for a discussion of certain differences between Singapore and Delaware corporation law.

 

It may be difficult for you to enforce any judgment obtained in the United States against us, our Directors, Executive Officers or our affiliates.

 

All of our Directors and Executive Officers reside outside the United States. In addition, all of our assets are located outside the United States. As a result, it may be difficult to enforce in the United States any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States, it may be difficult for investors to enforce liabilities based upon U.S. securities laws.

 

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. It is not clear whether a Singapore court may impose civil liability on us or our directors and officers who reside in Singapore in an action brought in the Singapore courts against us or such persons with respect to a violation solely of the federal securities laws of the United States.

 

In addition, holders of book-entry interests in the Shares (for example, where such Shareholders hold Shares indirectly through the DTC) will be required to be registered Shareholders as reflected in our register of members in order to have standing to bring a Shareholder action and, if successful, to enforce a foreign judgment against us, our Directors or our Executive Officers in the Singapore courts. Any such enforcement action would be subject to applicable Singapore laws. The administrative process of becoming a registered Shareholder could result in delays that could be prejudicial to any legal proceeding or enforcement action. In making a determination as to enforceability of a judgment of a state court or a federal court of the United States, the Singapore courts would have regard to, among other factors, whether the judgment was final and conclusive, given by a court of law of competent jurisdiction, expressed to be for a fixed sum of money, whether it was procured by fraud, or in breach of principles of natural justice, or whether the enforcement thereof would be contrary to public policy.

 

Accordingly, there can be no assurance that the Singapore courts would enforce against us, our Directors or our Executive Officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.

 

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Subject to the general authority to allot and issue new Shares provided by our Shareholders, the Companies Act and our Constitution, our directors may allot and issue new Shares on terms and conditions and for such purposes as may be determined by our Board of Directors in its sole discretion. Any issuance of new Shares would dilute the percentage ownership of existing Shareholders and could adversely impact the market price of our Shares.

 

Under Singapore law, we may only allot and issue new Shares with the prior approval of our Shareholders at a general meeting. Subject to the general authority to allot and issue new Shares provided by our Shareholders, the provisions of the Companies Act, and our Constitution, we may allot and issue new Shares on such terms and conditions as our Directors may think fit to impose. Such terms and conditions may be adverse to the rights of holders of our Shares.

 

Because new issuances of Shares are subject to Shareholder approval, if a sufficient number of Shares have not been approved for issuance in any given year, we may be delayed in raising capital through equity offerings or delayed or prevented from consummating an acquisition using our Shares. Assuming Shareholders have approved the issuance of Shares, we may seek to raise capital in the future, including to fund acquisitions, future investments and other growth opportunities. We may, for these and other purposes, issue additional Shares or securities convertible into Shares. Any additional issuances of new Shares could dilute the percentage ownership of our existing Shareholders and may also adversely impact the market price of our Shares.

 

We are subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

 

As a Singapore-incorporated company, we are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as our Constitution. In particular, we are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (the “SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions. In addition, the Singapore Code on Take-Overs and Mergers, or “Singapore Take-over Code”, which specifies, among other things, certain circumstances in which a general offer is to be made upon a change in control of a Singapore-incorporated public company, and further specifies the manner and price at which voluntary and mandatory general offers are to be made.

 

The laws of Singapore and of the United States differ in certain significant respects. The rights of our Shareholders and the obligations of our Directors and Executive Officers under Singapore law may be different from those applicable to U.S. corporations, including those incorporated in Delaware, in material respects, and our Shareholders may have more difficulty and less clarity in protecting their interests in connection with actions taken by our management, members of our Board of Directors or our Major Shareholders than would otherwise apply to U.S. corporations, including those incorporated in Delaware. See section titled “Description of Share Capital and Constitution” for a discussion of certain differences between Singapore and Delaware corporation law.

 

In addition, the application of Singapore law, in particular, the Companies Act may, in certain circumstances, impose more restrictions on us, our Shareholders, Directors and officers than would otherwise be applicable to U.S. corporations, including those incorporated in Delaware. For example, the Companies Act requires a director to act with reasonable degree of diligence in the discharge of the duties of his or her office and, in certain circumstances, imposes criminal liability for specified contraventions of particular statutory requirements or prohibitions. In addition, pursuant to the provisions of the Companies Act, shareholders holding 10% or more of the total number of paid-up shares as at the date of the deposit carrying the right of voting at general meetings (disregarding paid-up shares held as treasury shares) may by depositing a requisition, require our Directors to convene an extraordinary general meeting. If our directors do not within 21 days after the date of deposit of the requisition proceed to convene a meeting, the requisitioning shareholders, or any of them representing more than 50% of the total voting rights represented of all of them, may themselves, proceed to convene such meeting, and we will be liable for the reasonable expenses incurred by such requisitioning shareholders. We are also required by the Companies Act to deduct corresponding amounts from fees or other remuneration payable by us to such of the directors as are in default.

 

Singapore take-over laws contain provisions that may vary from those in other jurisdictions.

 

The Singapore Take-over Code applies to, among others, corporations with a primary listing of their equity securities in Singapore. While the Singapore Take-over Code is drafted with, among others, listed public companies in mind, unlisted public companies with more than 50 (fifty) shareholders and net tangible assets of approximately $3.75 million (S$5.0 million) or more, must also observe the letter and spirit of the general principles and rules of the Singapore Take-Over Code, wherever this is possible and appropriate. Public companies with a primary listing overseas may apply to Securities Industry Council (“SIC”) to waive the application of the Singapore Take-over Code. As at the date of this prospectus, no application has been made to SIC to waive the application of the Singapore Take-over Code in relation to us.

 

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In this regard, the Singapore Take-Over Code contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of us. Under the Singapore Take-Over Code, except with the consent of SIC, any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with him, in 30% or more of our voting shares is required to extend a take-over offer for all remaining voting shares in accordance with the procedural and other requirements under the Singapore Take-Over Code.

 

Except with the consent of SIC, such a take-over offer is also required to be made if a person holding between 30% and 50% (both inclusive) of our voting shares, either on his own or together with parties acting in concert with him, acquires additional voting shares representing more than 1% of our voting shares in any six-month period. While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the Shares and the ability to realize any benefit from a potential change of control.

 

RISKS RELATING TO AN INVESTMENT IN OUR SHARES

 

An active trading market for our Shares may not develop and could affect the trading price of our Shares.

 

Prior to the IPO, there has been no public market for our Shares. Although our Shares have been approved for listing on Nasdaq Capital Market, there can be no assurance that there will be an active, liquid public market for our Shares after the IPO. The lack of an active market may impair your ability to sell your Shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. The IPO price was determined by negotiations between us and the underwriter and may not be indicative of the future prices of our Shares.

 

Our Share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us.

 

There is no assurance that the market price for our Shares will not decline below the Offer Price. The Offer Price was determined after consultation between our Company and the underwriter, after taking into consideration, among others, market conditions and estimated market demand for our Shares. The Offer Price may not necessarily be indicative of the market price for our Shares after the completion of the IPO. Investors may not be able to sell their Shares at or above the Offer Price. The prices at which our Shares will trade after the IPO may fluctuate significantly and rapidly as a result of, among others, the following factors, some of which are beyond our control:

 

variation in our results of operations;

 

perceived prospects and future plans for our business and the general outlook of our industry;

 

changes in securities analysts’ estimates of our results of operations and recommendations;

 

announcements by us of significant contracts, acquisitions, strategic alliances or joint ventures or capital commitments;

 

the valuation of publicly-traded companies that are engaged in business activities similar to ours;

 

additions or departures of key personnel;

 

fluctuations in stock market prices and volume;

 

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involvement in litigation;

 

general economic and stock market conditions; and

 

discrepancies between our actual operating results and those expected by investors and securities analysts.

 

There is no guarantee that our Shares will appreciate in value after the IPO or even maintain the price at which you purchased the Shares. You may not realize a return on your investment in our Shares and you may even lose your entire investment in our Shares.

 

In addition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices of securities. These fluctuations often have been unrelated or disproportionate to the operating performance of publicly-traded companies. In the past, following periods of volatility in the market price of a particular company’s securities, an investor may lose all or part of his or her investment, and litigation has sometimes been brought against that company. If similar litigation is instituted against us, it could result in substantial costs and divert our senior management’s attention and resources from our core business.

 

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Ordinary Shares.

 

In addition to the risks addressed above in “— Our Share price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought against us,” our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Ordinary Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares. In addition, investors of our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines after this offering or if such investors purchase shares of our Ordinary Shares prior to any price decline.

 

Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.

 

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We will be a “controlled company” within the meaning of the Nasdaq Listing Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

 

Upon the completion of the IPO, we will be a “controlled company” as defined under the Nasdaq Listing Rules because Sapphire Universe will own more than 50% of our total voting power. For so long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our Board of Directors must be independent directors or that we have to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. However, following the IPO, we will voluntarily have a majority of independent directors and our audit committee will consist of three independent directors.

 

Our Shares may trade under $5.00 per share and thus would be known as “penny stock”. Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Shares.

 

Our Shares may trade below $5.00 per share. As a result, our Shares would be known as “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Shares could be considered to be “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our Shares, and may negatively affect the ability of holders of our Shares to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks generally do not have a very high trading volume. Consequently, the price of the shares is often volatile and you may not be able to buy or sell your shares when you want to.

 

The trading price of our Shares following this offering may be subject to rapid and substantial price volatility that may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our ordinary shares.

 

The trading price of our Ordinary Shares following this offering may be subject to rapid and substantial price volatility that may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. Our Ordinary Shares may trade at prices higher or lower than the offering price. There have been recent instances of extreme share price run-ups followed by rapid price declines following initial public offerings, with share price volatility seemingly unrelated to company performance, particularly among companies with relatively smaller public floats, and we expect that such instances may continue and/or increase in the future. Contributing to this risk of volatility are a number of factors. We anticipate our Ordinary Shares will initially be held by a relatively limited number of shareholders and thus, are likely to be more sporadically and thinly traded than those of larger, more established companies. As a consequence of this lack of liquidity, the trading of relatively small quantities of Shares by our shareholders may disproportionately influence the price of those Shares in either direction. The price of our Ordinary Shares could, for example, decline precipitously in the event that a large number of our Shares are sold on the market without commensurate demand as compared to a seasoned issuer that could better absorb those sales without adverse impact on its share price. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their Shares on the market more quickly and at greater discounts than would be the case with the shares of a larger, more established company that has a relatively large public float.

 

Many of these factors are beyond our control and may decrease the market price of our Ordinary Shares. Such volatility, including any stock run-ups, may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. Accordingly, you could lose all or part of your investment.

 

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There may be circumstances in which the interests of our Major Shareholder(s) could be in conflict with your interests as a Shareholder.

 

Sapphire Universe currently owns 96.27% of our Shares and, upon completion of the IPO, will beneficially own 88.01% of our Shares and voting power, or 86.89% of our Shares and voting power, if the underwriter exercise in full its option to purchase additional Shares from us. Mr. Kin Wai Ho, our Chairman, currently beneficially owns 46.69% of our Shares through his equity ownership in Sapphire Universe. Messrs. Jin Ngee Vernon Kwek and Cyrus Jun Ming Wen currently beneficially own 14.92% and 34.66%, of our Shares, respectively, through their equity ownership in Sapphire Universe. As a result of this ownership, Messrs. Ho, Kwek and Wen will have significant control and influence over our affairs and their voting power will constitute a quorum of our Shareholders voting on any matter requiring the approval of our Shareholders. Messrs. Ho, Kwek and Wen will continue to have significant influence over our affairs for the foreseeable future, including with respect to the nomination and election of Directors, the issuance of additional Shares or payment of dividends, the consummation of significant corporate transactions, such as the adoption of amendments to our Constitution and organizational regulations and approval of mergers or sales of substantially all of our assets.

 

In certain circumstances, the interests of Sapphire Universe as a Major Shareholder, and of each of Messrs. Ho, Kwek and Wen as significant indirect Shareholders, may conflict with the interests of our other Shareholders. Accordingly, this concentration of ownership may harm the market price of our Shares by, among other things:

 

delaying, defending, or preventing a change of control, even at a per share price that is in excess of the then current price of our Shares;

 

impeding a merger, consolidation, takeover, or other business combination involving us, even at a per share price that is in excess of the then current price of our Shares; or

 

discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, even at a per share price that is in excess of the then current price of our Shares.

 

Any of Sapphire Universe, Mr. Ho, Mr. Kwek and Mr. Wen may also cause corporate actions to be taken that conflict with the interests of our other Shareholders.

 

Future issuance of Shares by us and sale of Shares by our existing Shareholders may adversely affect the price of our Shares.

 

Except as otherwise described in the section titled “Moratorium” of this prospectus, there will be no restriction on the ability of our Shareholders to sell their Shares. In the event we issue, or our Shareholders sell, substantial amounts of our Shares in the public market following the IPO, the price of our Shares may be adversely affected. Any resulting downward pressure on the price of our Shares may also make it difficult for us to issue new Shares and raise the necessary funds in the future at a time and price we deem appropriate. In addition, the price of our Shares may be adversely affected if our Shareholders subject to moratorium sell their Shares upon the expiry of the relevant moratorium periods.

 

We may require additional funding in the form of equity or debt for our future growth which will cause dilution in Shareholders’ equity interest.

 

We may pursue opportunities to grow our business through joint ventures, strategic alliance, acquisitions or investment opportunities, following the Offering. However, there can be no assurance that we will be able to obtain additional funding on terms that are acceptable to us or at all. If we are unable to do so, our future plans and growth may be adversely affected.

 

An issue of Shares or other securities to raise funds will dilute Shareholders’ equity interests and may, in the case of a rights issue, require additional investments by Shareholders. Further, an issue of Shares below the then prevailing market price will also affect the value of Shares then held by investors.

 

Dilution in Shareholders’ equity interests may occur even if the issue of shares is at a premium to the market price. In addition, any additional debt funding may restrict our freedom to operate our business as it may have conditions that:

 

limit our ability to pay dividends or require us to seek consents for the payment of dividends;

 

increase our vulnerability to general adverse economic and industry conditions;

 

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require us to dedicate a portion of our cash flow from operations to repayments of our debt, thereby reducing the availability of our cash flow for capital expenditures, working capital and other general corporate purposes; and

 

limit our flexibility in planning for, or reacting to, changes in our business and our industry.

 

The current disruptions, volatility or uncertainty of the credit markets could limit our ability to borrow funds or cause our borrowings to be more expensive in the future. As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability and reducing our financial flexibility if we take on additional debt financing.

 

Investors may not be able to participate in future issues or certain other equity issues of our Shares.

 

In the event that we issue new Shares, we will be under no obligation to offer those Shares to our existing Shareholders at the time of issue, except where we elect to conduct a rights issue. However, in electing to conduct a rights issue or certain other equity issues, we will have the discretion and may also be subject to certain regulations as to the procedures to be followed in making such rights available to Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available to them. In addition, we may not offer such rights to our existing Shareholders having an address in jurisdictions outside of Singapore.

 

Accordingly, certain Shareholders may be unable to participate in future equity offerings by us and may experience dilution in their shareholdings as a result.

 

We may not be able to pay dividends in the future.

 

Subject to the Companies Act and our Constitution, our Board of Directors has complete discretion as to whether to declare and distribute dividends. Our ability to declare dividends to our Shareholders in the future will be contingent on multiple factors, including our future financial performance, distributable reserves of our Company, current and anticipated cash needs, capital requirements, our ability to implement our future plans, contractual, legal and tax restrictions, regulatory, competitive, technical and other factors such as general economic conditions, demand for and selling prices of our products and services, the ability of our subsidiaries to distribute funds to us, and other factors exclusive to the facilities services industry. Our existing and future loan arrangements with any financial institutions may also limit when and how much dividends we can declare and pay out. Any of these factors could have a material adverse effect on our business, financial position and results of operations, and hence there is no assurance that we will be able to pay dividends to our Shareholders after the completion of the Offering.

 

The IPO price and Resale Offering price could differ.

 

The offering price of our Ordinary Shares in the IPO has been determined by negotiations between the Company and the Underwriter. The offering price in the IPO bears no relationship to our assets, earnings or book value, or any other objective standard of value. The Selling Shareholder may sell the Shares under the Resale Prospectus in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals as further described in the “Selling Shareholder Plan of Distribution” in the resale prospectus after close of the IPO and listing of the Ordinary Shares on Nasdaq. Therefore, the offering prices of the IPO and the sale under the Resale Prospectus could differ. As a result, the purchasers in the resale offering could pay more or less than the offering price in the IPO.

 

The Resale by the Selling Shareholder may cause the market price of our Ordinary Shares to decline.

 

The resale of Ordinary Shares by the Selling Shareholder, as well as the issuance of Ordinary Shares in the IPO, could result in resales of our Ordinary Shares by our current shareholders concerned about the potential dilution of their holdings. In addition, the resale by the Selling Shareholder could have the effect of depressing the market price for our Ordinary Shares.

 

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If we fail to meet applicable listing requirements, Nasdaq may delist our Shares from trading, in which case the liquidity and market price of our Shares could decline.

 

Assuming our Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Shares, we and our Shareholders could face significant material adverse consequences, including:

 

a limited availability of market quotations for our Shares;

 

reduced liquidity for our Shares;

 

a determination that our Shares are “penny stock”, which would require brokers trading in our Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Shares;

 

a limited amount of news about us and analyst coverage of us; and

 

a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

 

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Shares will be listed on Nasdaq, such securities will be covered securities. Although the states are pre-empted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

 

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

 

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to those of companies that comply with public company effective dates.

 

We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. domestic public company.

 

Upon the closing of the IPO, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, Directors and principal Shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our Shareholders may not know on a timely basis when our officers, directors and principal Shareholders purchase or sell our Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until one hundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

 

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If we lose our status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain and maintain directors and officers liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our Board of Directors.

 

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

 

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, Directors and Major Shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

 

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Shares.

 

A non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income; or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following the IPO), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in the IPO. If we were to be or become a PFIC for any taxable year during which a U.S. Holder holds our Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See section titled “Taxation — Certain United States Federal Income Tax Considerations” of this prospectus.

 

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We will have broad discretion in the use of proceeds of the IPO.

 

We currently intend to use the net proceeds from the IPO for expanding our range of services and our operations both locally and regionally, for upgrading and digital transformation of our business, for marketing and promotional activities, and for working capital and other general corporate purposes. Our management will have broad discretion over the use and investment of the net proceeds of the IPO within and also potentially among those categories. Accordingly, investors in the IPO have only limited information concerning management’s specific intentions and will need to rely upon the judgment of our management with respect to the use of proceeds.

 

We have not determined a specific use for a portion of the net proceeds of the IPO now earmarked for working capital and other general corporate purposes, and our management will have considerable discretion in deciding how to apply these proceeds, including for any of the purposes described in the section entitled “Use of Proceeds”. Because of the number and variability of factors that will determine our full use of our net proceeds from the IPO, their ultimate use may vary substantially from their currently intended use. This creates uncertainty for our Shareholders and could adversely affect our Company’s business, prospects, financial condition and results of operations. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of the IPO. We cannot assure you that the net proceeds will be used in a manner that would improve our results of operations or increase the share price, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

 

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

 

If a trading market for our securities develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our securities will have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

 

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

 

changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business;

 

the risk that we may be unable to realize our anticipated growth strategies and expected internal growth;

 

changes in the availability and cost of professional staff which we require to operate our business;

 

changes in customers’ preferences and needs;

 

changes in competitive conditions and our ability to compete under such conditions;

 

changes in our future capital needs and the availability of financing and capital to fund such needs;

 

changes in currency exchange rates or interest rates;

 

projections of revenue, earnings, capital structure and other financial items;

 

changes in our plan to enter into certain new business sectors; and

 

other factors beyond our control.

 

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

 

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

 

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable.

 

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USE OF PROCEEDS

 

We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholder.

 

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DIVIDEND POLICY

 

We have no formal dividend policy. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our Shares is limited by various factors such as our future financial performance and bank covenants. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant.

 

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

 

The following selected consolidated balance sheet data as of March 31, 2023 and March 31, 2022 and selected consolidated statements of operations data for the year ended March, 2023 and 2022 have been derived from our financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with GAAP. You should read this “Selected Consolidated Financial and Operating Data” section together with our consolidated financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus.

 

   As of
March 31,
2023
   As of
March 31,
2022
 
   (Audited)   (Audited) 
Balance Sheet Data          
Current Assets  $27,436,432   $18,786,990 
Non-Current Assets   15,386,757    14,410,920 
Total assets  $42,823,189   $33,197,910 
           
Current liabilities  $24,522,412   $12,430,950 
Non-Current liabilities   9,467,839    9,525,174 
Shareholders’ equity   8,832,938    11,241,786 
Total liabilities and shareholders’ equity  $42,823,189   $33,197,910 

 

   For the Years Ended
March 31,
 
   2023   2022 
Statements of Operations Data        
Revenues  $69,025,754   $54,439,987 
           
Operating costs and expenses          
Cost of revenue   (58,410,058)   (44,596,576)
General and administrative expenses   (12,303,838)   (10,671,777)
Sales and marketing expenses   (278,419)   (394,376)
Goodwill impairment   (138,397)    
Loss from operations   (2,104,958)   (1,222,742)
Other income and expense, net   271,196    493,068 
Interest expense   (723,298)   (369,219)
Loss before income taxes   (2,557,060)   (1,098,893)
Net loss  $(2,546,933)  $(1,263,161)

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the section of this prospectus titled “Summary Financial Information” and the Company’s consolidated financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis here and throughout this prospectus contains forward-looking statements that involve risks, uncertainties and assumptions. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus.

 

History and Overview

 

Our Company was incorporated on December 29, 2020 as a private company limited by shares under the name “Primech Holdings Pte. Ltd.” On May 11, 2023, our Company changed its corporate name to “Primech Holdings Ltd.”, so as to remove the designation “Pte.” which is used only for privately held companies under Singapore law, and adopted a constitution for a public company under Singapore law.

 

Our Company is a holding company that owns 100% of Primech A&P, Acteef Cleaning, Maint-Kleen, HomeHelpy and Princeston International. Primech A&P owns 100% of our Malaysian subsidiary My All Services. Our Company also owns 80% of CSG.

 

We are an established facilities and stewarding services provider in the public and private sectors. We operate primarily in Singapore which operations contributed approximately $68.3 million or 98.9% and approximately $53.7 million or 98.6% of our total revenue for FY 2023 and FY 2022, respectively, with the remainder from our operations in Malaysia and sales of products.

 

Summary of Service Offerings

 

Facilities Services

 

Our facilities services include general cleaning and maintenance of public and private facilities, such as airports, conservancy areas (i.e., the public areas, refuse disposal, parks and carparks of public housing units), common areas of hotels, educational institutions, public roads, residential spaces, commercial buildings, office facilities, industrial areas, retail stores and healthcare facilities; housekeeping services; specialized cleaning services, such as marble polishing services, building façade cleaning services and clean room sanitation services; and waste management services and pest control services.

 

Stewarding Services

 

Our stewarding services include the cleaning of kitchen facilities of healthcare facilities, hotels and restaurants and the supply of ad hoc customer service officers and F&B service crew to healthcare facilities, hotels and restaurants.

 

Cleaning Services to Offices and Homes and Manufacturing of Cleaning Supplies

 

In addition to our core facilities services, we provide cleaning services to offices. We also provide cleaning services to homes of individual customers which engage our services through our “HomeHelpy” application. In addition, through CSG and Princeston International, we manufacture certain cleaning supplies, both for our own use and for sale to third parties.

 

Fiscal Years Ended 31 March, 2023 and 2022

 

Facilities Services

 

We derive the majority of our revenue from the provision of facilities services, which accounted for approximately $46.1 million or 84.6% of our revenue in FY 2022 and approximately $55.8 million or 80.8% of our revenue in FY 2023.

 

Stewarding Services

 

Stewarding services accounted for approximately $5.1 million or 9.4% of our revenue in FY 2022 and approximately $7.6 million or 11.0% of our revenue in FY 2023.

 

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Cleaning Services to Offices

 

The provision of office cleaning services accounted for approximately $2.5 million or 4.6% of our revenue in FY 2022 and $4.9 million or 7.1% of our revenue in FY 2023.

 

Cleaning Services to Homes

 

We did not generate significant revenue from our HomeHelpy homes cleaning services to homes during FY 2022 and FY 2023.

 

Impact of COVID-19 and government subsidies

 

Our revenue for the year ended March 31, 2023 has been recovered from the adverse impact of the global outbreak of novel strains of coronavirus, or COVID-19 as compared to the year ended March 31, 2022. The national and local authorities in Singapore, where we operate, has removed most of restrictions on travel and other activities since April 2022 leading to an increase in demand for our stewarding services and Cleaning Services to Offices as employees are returning to work at office.

 

During the pandemic period, governmental authorities in Singapore, like many governments and central banks worldwide, have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. Subsidies were received from government authorities in Singapore during the pandemic period, and were primarily used to offset wage costs, and are recorded as a reduction to associated wage costs in cost of revenue and general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income. Such COVID-19 subsidies are no long available but we received other subsidies such as Jobs Growth Incentive (JGI), Senior Employment Credit (SEC) and Wage Credit Scheme (WCS) from government authorities in Singapore.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the period ended March 31, 2023, the Company recorded net loss of approximately $2.5 million and cash used in operating activities of approximately $3.2 million.

 

Concentration of Risk

 

Substantially all of our revenue was derived from our operations in Singapore (approximately $53.7 million or 98.6% during FY 2022 and approximately $68.3 million or 98.9% during FY 2023), and a substantial portion of our revenue was derived from our facilities services operations (approximately $46.1 million or 84.6% during FY 2022 and approximately $55.8 million or 80.8% during FY 2023). Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects. Any downturn in our industry that results in any postponement, delay or cancellation of our contracts or in any delay in recovery of our receivables is likely to have an adverse effect on our business and profitability.

 

For the year ended March 31, 2023, one customer accounted for 10.4% of our total revenue and one customer accounted for 12.1% of our accounts receivable.

 

Critical Accounting Policies

 

Management’s discussion and analysis of our results of operations, liquidity and capital resources is based upon our financial statements. We prepare our financial statements in conformity with GAAP. Certain of our accounting policies require that we apply significant judgment in determining estimates and assumptions for calculating estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We use, in part, our historical experience, terms of existing contracts, observance of trends in the industry and information obtained from independent valuation experts or other outside sources to make our judgments. We cannot assure you that our actual results will conform to our estimates. We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in estimates and assumptions could have a material impact on our results of operations, financial position and, generally to a lesser extent, cash flows.

 

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The following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company’s financial statements.

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and, if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing reserves of uncollectible accounts receivable, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

 

For any service contracts where the performance obligation is not completed, deferred revenue is recorded for any payments received in advance of the performance obligation.

 

Government subsidies

 

Government subsidies are not recognized until there is reasonable assurance that the Company will comply with the conditions of the subsidy and the Company will receive the subsidy. Generally, government subsidies fall into two categories: subsidies related to income and subsidies related to assets. Subsidies related to income are recognized in the period that the recognition criteria are met, and are presented as a reduction of the related expense that they are intended to subsidize within operating expenses in the consolidated statements of operations and comprehensive income. Subsidies related to assets are for the purchase, construction or other acquisition of long-lived assets and are recognized as reductions to the capitalized costs of the related assets.

 

Business combinations

 

The Company accounts for its business combinations with non-related third parties using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. Contingent purchase consideration is recorded at fair value at the date of acquisition. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. Assets and liabilities acquired in business combinations with related parties are recorded at historical cost with any excess purchase price over net assets acquired treated as a distribution.

 

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Impairment of long-lived assets

 

Long-lived assets primarily include property and equipment and intangible assets. In accordance with the provision of ASC 360, the Company usually conducts its annual impairment evaluation to its long-lived assets in the fourth quarter of each year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the reporting unit level. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. For the year ended March 31, 2023, the Company determined there was an impairment charge of approximately $138,000 related to the recorded goodwill relating to its acquisition of Maint-Kleen. The Company determined there was no further impairment of its long-lived assets as of March 31, 2023.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided in connection with the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

The Company conducts its businesses in Singapore and Malaysia and is subject to tax in these jurisdictions. As a result of its business activities, the Company will file separate tax returns in those countries that are subject to examination by the foreign tax authorities.

 

Recent accounting pronouncements

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning April 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

Plan of Operation

 

Currently our Company is primarily a facility services provider, with a focus on general cleaning services. Moving forward, we intend to provide a full suite of services in the facility services sector through constant innovation focusing on automation and digitization.

 

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Results of Operations

 

Fiscal Year Ended March 31, 2023 and 2022

 

The following discussion summarizes our operating results for FY 2023 compared to FY 2022.

 

   Year Ended March 31,   Change 
(dollars)  2023   2022   Dollars   Percentage 
Revenue  $69,025,754   $54,439,987   $14,585,767    26.8%
                     
Direct Costs and Expenses                    
Depreciation and amortization   944,759    721,781    222,978    30.9%
Employee benefit expense – Salaries   40,149,700    30,559,014    9,590,686    31.4%
Employee benefit expenses – Other   9,025,902    6,588,540    2,437,362    37.0%
Subcontractor charges   2,987,962    2,429,616    558,346    23.0%
Other expense   5,301,735    4,297,625    1,004,110    23.4%
    58,410,058    44,596,576    13,813,482    31.0%
General and administrative Expenses                    
Depreciation and amortization   2,702,654    2,276,032    426,622    18.7%
Employee benefit expense – Salaries   4,509,224    3,903,168    606,056    15.5%
Other professional fees   1,166,967    825,077    341,890    41.4%
Other expense   3,924,993    3,667,500    257,493    7.0%
    12,303,838    10,671,777    1,632,061    15.3%
Goodwill impairment   138,397        138,397    N/A 
Sales and Marketing Expenses   278,419    394,376    (115,957)   29. 4%
Interest Expense   723,298    369,219    354,079    95.9%
Income tax (benefit) expense   (10,127)   164,268    (174,395)   (106.2)%
Other income, net   (271,196)   (493,068)   221,872    (45.0)%
Net loss  $(2,546,933)  $(1,263,161)  $(1,283,772)   (101.6)%

 

Discussion For the Fiscal Years Ended March 31, 2023 and 2022

 

Revenue

 

The Company’s revenues for FY 2023 and FY 2022 were approximately $69.0 million and $54.4 million, respectively, representing an increase of approximately 26.8%. The increase was mainly driven by new customers affiliated with the Singaporean government during the reporting period in our facilities services segment and increase in demand of our stewarding services and cleaning services to offices as Singapore removed most remaining COVID-19 travel restrictions in April 2022. Facilities cleaning services contributed $9.7 million increase in revenue while stewarding services and cleaning services to offices contributed a $2.5 million and $2.4 million increase in revenue, respectively.

 

   For the Years Ended
March 31,
 
Revenue by category  2023   2022 
Facilities services  $55,754,628   $46,071,242 
Stewarding services   7,599,463    5,099,977 
Cleaning services to offices (tenancy)   4,898,932    2,500,428 
Total service revenues from Singapore   68,253,023    53,671,647 
Other service revenues from Malaysia   265,160    768,340 
Revenue by product – Other product   507,571      
   $69,025,754   $54,439,987 

 

Revenue from facilities services increased from approximately $46.1 million for FY 2022 to approximately $55.8 million for FY 2023. The increase was mainly driven by increase in revenue from the institutional sector as our contract with the Ministry of Education of Singapore commenced on April 1, 2022.

 

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Revenue from stewarding services increased from approximately $5.1 million for FY 2022 to approximately $7.6 million for FY 2023 and revenue from cleaning services to offices increased from approximately $2.5 million for FY 2022 to approximately $4.9 million for FY 2023. The increase was mainly due to the removal of most of COVID-19 travel restrictions by the Singapore government since April 2022, leading to recovery in the hospitality sector as well as employees returning to offices, which resulted in an increase in demand of our stewarding services and cleaning services to offices.

 

Direct costs and expenses

 

Direct costs and expenses for FY 2023 and FY 2022 were approximately $58.4 million and $44.6 million, respectively, representing an approximate increase of 31.0%. Labor costs contributed approximately 84.2% and 83.1% of our direct costs for FY 2023 and FY 2022, respectively, amounting to approximately $49.2 million and $37.1 million, respectively, where employee benefit expense — salaries was the largest component of labor costs for both years. Approximately $4.2 million and $3.3 million in Singapore government grants were netted against our direct costs and expenses in FY 2023 and FY 2022, respectively. The increase of direct costs and expenses was driven by the following items.

 

Depreciation and amortization

 

Depreciation and amortization charges relating to direct costs for FY 2023 and FY 2022 were approximately $945,000 and $722,000, respectively, representing an approximate increase of 30.9% year over year. Such increase was driven by additional depreciation on properties, plant and equipment as a result of more machineries used when providing services to customers.

 

Employee benefit expense — Salaries

 

Employee benefit expenses were approximately 84.2% and 83.1% of our direct costs for FY 2023 and FY 2022, respectively. Employee benefit expense mainly represents salaries, contributions to provident fund and allowances paid to employees, of which salaries accounted for the largest portion of employee benefit expenses. Salaries relating to direct costs and expenses for FY 2023 and FY 2022 were approximately $40.1 million and $30.6 million, respectively, representing an approximate increase of 31.4%. Such increase was driven by increase in labor costs as we provided services to more customers and increase in worker’s wages under the Progressive Wage Model (“PWM”). Government grants of approximately $3.4 million and 1.7 million, were netted against our Employee benefit expense — Salaries under direct costs and expenses in FY 2023 and FY 2022 respectively.

 

Subcontractor charges

 

Subcontractor charges for FY 2023 and FY 2022 were approximately $3.0 million and $2.4 million, respectively, representing an approximate increase of 23%. Such increase was caused by the increase in revenue projects serviced by the Group, which lead to an increase in need of service from third party service providers.

 

General and Administrative expenses

 

General and administrative expenses for FY 2023 and FY 2022 were approximately $12.3 million and $10.7 million, respectively, representing an approximate increase of 15.3%. Approximately $0.2 million and $0.1 million of government grants were set-off against our general and administrative expenses in FY 2023 and FY 2022, respectively. The increase in our general and administrative expenses was explained by the following items.

 

Depreciation and amortization

 

Depreciation and amortization charges relating to general and administrative expenses for FY 2023 and FY 2022 were approximately $2.7 million and $2.3 million, respectively, representing an approximate increase of 18.7%. Such decrease was driven by additional depreciation on right-of use assets.

 

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Employee benefit expense — Salaries

 

Employee benefit expense mainly represents salaries, contribution to provident fund and allowances paid to employee, which salaries accounted for the majority portion of employee benefit expenses. Salaries relating to general and administrative expenses for FY 2023 and FY 2022 were approximately $4.5 million and $3.9 million, respectively, representing an approximate increase of 15.5%. Such increase was driven by a general increase in salaries for general and administrative staff in FY 2023.

 

Other professional fees

 

Other professional fees for FY 2023 and FY 2022 were approximately $1.2 million and $825,000, respectively, representing an approximate increase of 41.4%. Such increase was mainly caused by an increased in professional expense for IPO.

 

Sales and Marketing Expenses

 

Sales and marketing expenses mainly represent advertising expenses; such charges for FY 2023 and FY 2022 were approximately $278,000 and $394,000, respectively, representing an approximate decrease of 29.4%. Such decrease was mainly resulted from decrease in advertising expenses incurred by HomeHelpy.

 

Other operating income, net

 

Other operating income, net mainly represent rental income and interest income, they are partly off-set by other operating expenses such as trademark and license fees and fees to other information technology services providers. Other operating income, net for FY 2023 and FY 2021 were approximately $271,000 and $493,000, respectively, representing an approximate decrease of 45.0%. Such decrease was mainly resulted from increase in expenses on license fees and fees to other information technology services providers for FY 2023.

 

Interest expense

 

Interest expense mainly represent interest on bank borrowings and lease liabilities; such charges for FY 2023 and FY 2022 were approximately $723,000 and $369,000, respectively, representing an approximate increase of 95.9%. Such increase was driven by the increase in utilization of overdraft facilities and increase in interest rate during FY 2023.

 

Income tax (benefit) expense

 

Income tax (benefit) expense mainly represents tax expenses payable to the government of Singapore; such refund for FY 2023 were approximately $10,000 and expense for FY 2022 were approximately $164,000, representing an approximate decrease of 106.2%. Such decrease was caused by the Group having suffered a loss as a whole for FY 2023.

 

Discussion For the Fiscal Years Ended 31 March, 2023 and 2022

 

Liquidity and Capital Resources

 

The Group and a registered financial institution under the Monetary Authority of Singapore (the “Lender”) are parties to a temporary bridge loan dated October 21, 2020 (supplemented May 5, 2021, August 3, 2021, July 26, 2022 and July 28, 2023). The aggregate amount of this loan outstanding at March 31, 2023 is approximately $2.8 million (S$3.8 million).

 

The Group and the Lender are parties to four overdraft facilities dated August 6, 2019; July 14, 2022, July 20, 2022 and July 26, 2022 (supplemented February 10, 2023 and July 28, 2023), respectively. The aggregate amount of the overdraft facilities is approximately $8.9 million (S$11.9 million), of which $7.7 million was outstanding at March 31, 2023.

 

These loans bear interest at a rate that ranges from 2.0% to 5.5% per annum. These loans and are secured by debentures over assets and several guarantees from Sapphire Universe, certain Executive Officers and one or more Major Shareholders for an unlimited amount. See section titled “Related Party Transactions”.

 

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We are a party to a “with recourse” receivable purchase facility dated July 20, 2018 (supplemented September 28, 2021 and August 15, 2022) and July 23, 2020 (supplemented August 18, 2022) with the Lender pursuant to which Primech A & P and Maint-Kleen agreed to sell to the Lender, and the Lender agreed to purchase from the subsidiary, certain receivables owing from customers. All amounts due under the terms of the Facility, totaling up to approximately $7.4 million (S$9.8 million), are guaranteed by security over receivables; debentures over assets and several personal guarantees for an unlimited amount. The outstanding balance under this loan at March 31, 2023 was approximately $2.9 million (S$3.8 million). See section titled “Related Party Transactions”. We pay a discount charge calculated based on 3% p.a. over three months bank’s Costs of Fund on the outstanding gross amount of accounts receivable factored.

 

The Group and the Lender are parties to a business property financing facility dated March 30, 2021 (supplemented February 10, 2023 and August 11, 2023) in relation to our acquisition of the properties located at 23 Ubi Crescent and 25 Ubi Crescent, Singapore. The purchase price is approximately $6.7 million consisted of cash consideration of approximately $1.7 million and a loan obtained from the Lender of approximately $5.0 million (S$6,775,000) and the outstanding balance of this loan at March 31, 2023 was approximately $4.7 million (S$ 6.2 million). This facility is secured by several personal guarantees. See section titled “Related Party Transactions”.

 

Primech A&P is required to maintain, during the term of the financing agreements relating to each of these facilities, a minimum adjusted tangible net worth of $7.0 million (SGD 10.0 million), and a gearing ratio, defined as to the ratio of total bank debt to tangible net worth (or adjusted tangible net worth, as the case may be), of not more than 1.5.

 

As of March 31, 2023, Primech A&P was not in compliance with both of these bank covenants. As such, the Lender under the abovementioned financing agreements could exercise its rights to, among others, cancel or withdraw any or all of the aforementioned facilities, or declare that all or any part of thereof (together with accrued interest and other amounts accrued or outstanding) be immediately due and payable or require the Group to repurchase debts which it has assigned to the Lender. In the event that the Group is unable to make repayment, the Lender also has the right to enforce its rights on collateral security, including but not limited to the Group’s leasehold interest on real property. Specifically, the Lender could demand immediate repayment of the aggregate outstanding loan amount of $18,776,000 as of March 31, 2023 and interest of approximately $152,000 accrued from April 1, 2023 to August 18, 2023, plus certain costs of collection as provided in the relevant bank financing agreements.

 

On July 28, 2023 and August 11, 2023, the Lender issued letters to Primech A&P in respect of each of the aforementioned financing agreements, respectively, advising an exceptional one-off waiver for the breach of the two abovementioned bank covenants. Pursuant to these letters, the issuance of a waiver by the Lender shall not impair any rights or privileges of the Lender under each of the aforementioned financing agreements, and the Lender may still at any time withdraw or cancel the whole or any part of the facilities, and/or demand repayment of all sums owing in respect of any non-compliances with the terms of such facilities (other than the breaches that have been waived).

 

For the year ended March 31, 2023, the Company recorded net loss of $2,546,933 and cash used by operating activities of $3,183,553. We received approximately $4.4 million and $3.5 million in Singapore government grants which were netted against our direct costs and expenses and general and administrative expenses in FY 2023 and FY 2022, respectively.

 

We intend to fund our future operations and meet our financial obligations through revenue growth. We cannot, however, provide assurance that revenue, income and cash flows generated from our businesses will be sufficient to sustain our operations in the twelve months following the date of this prospectus. As a result, we are actively evaluating strategic alternatives including debt and equity financings and potential sales of investment assets.

 

Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions, will play primary roles in determining whether we can successfully obtain additional capital. We cannot be certain that we will be successful at raising additional capital.

 

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Cash Flows — Operating Activities

 

We generated approximately $8.2 million less cash from operating activities during the year ended March 31, 2023 than we did during the year ended March 31, 2022. The decrease in cash provided in continuing operating activities resulted from the increase in account receivables and prepaid expenses and other current assets. Such increase of account receivables was due to increase in unbilled revenue as we were in process of confirming with our customers on the service provided during the period, which resulted in delay in issue of our billing to such customers.

 

Cash Flows — Investing Activities

 

We used approximately $1.4 million less cash from investing activities during the year ended March 31, 2023 than we did during the year ended March 31, 2022. The decrease in cash used in investing activities resulting from less acquisition of property and equipment as compared to FY 2022.

 

Cash Flows — Financing Activities

 

We generated approximately $8.0 million in financing activities during the year ended March 31, 2023 compared to $3.6 million used in financing activities during the year ended March 31, 2022. The increase in cash from financing activities resulted from an increase in utilization of bank loans.

 

Off-Balance Sheet Arrangements

 

We have not entered into any derivative contracts that are indexed to our shares and classified as Shareholders’ equity or that are not reflected in our consolidated financial statements. Moreover, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

 

INDUSTRY OVERVIEW

 

Overview of the Cleaning and Landscaping Industry in Singapore

 

Cleaning and landscaping service providers in Singapore offer a wide spectrum of cleaning and landscaping services. The Singapore Standard Industrial Classification 2020 (“Industrial Classification”) published by the Singapore Department of Statistics, Ministry of Trade & Industry, categorizes cleaning services into general cleaning and other cleaning. Cleaning services include the provision of various cleaning services to public areas, offices, factories, households, among others. Moreover, according to the Industrial Classification, landscaping services in Singapore include landscape planting, care and maintenance service activities in and for parks and gardens, public and private housing, buildings, roads and expressways, among others.

 

Cleaning and landscaping services in Singapore are generally categorized as follows:

 

  General cleaning services  Other cleaning services
Cleaning services General cleaning services (including cleaning of public areas, offices and factories)   Pest control services in non-agriculture sectors
               
    interior and/or exterior general cleaning services for all types of building and premises such as offices, shops and factories     exterminating and controlling birds, mosquitoes, rodents, termites, and other insects and pests (except for agriculture)
               
    general cleaning services for public premises such as streets and parks     providing fumigation and weed control services (except for agriculture)
               
  Domestic/household cleaning services   Cleaning of swimming pools, spas and fountains
               
    provision of general cleaning services for households        

 

 

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Landscaping services Landscape planting, care and maintenance service activities in/for:
       
    parks and gardens
       
    public and private housing
       
    buildings (e.g. roof gardens, façade greenery, vertical greenery, indoor gardens)
       
    sports facilities and premises (e.g. football fields, golf courses, lawns)
       
    roads and expressways
       
    protection against noise, wind, erosion
       
    industrial and commercial buildings

 

Sources: the Ministry of Trade & Industry; the Singapore Department of Statistics

 

Singapore’s demand for cleaning and landscaping services experienced strong growth from 2014 to 2020, driven by economic sophistication, urbanization, and population growth. The industry market size increased from $1,377.0 million (S$1,836.0 million) in 2014 to $2,102.9 million (S$2,846.1 million) in 2020, a CAGR of 7.6%. Moreover, we believe the productivity of the industry will be enhanced progressively given the technology-driven programs launched by the government. The increasing collaboration between technology programs and cleaning and landscaping companies is proven to be conducive to the growth of the industry, which we believe will benefit from automation and robotic technology in the future.

 

Growth Drivers and Trends of the Cleaning and Landscaping Industry in Singapore

 

Growing demand derived from office buildings, retail facilities, and residential buildings

 

Despite the uncertainties exerted by the COVID-19 pandemic, the number of commercial and residential buildings in Singapore witnessed a moderately increasing trend in Singapore over the past five years. According to the Urban Redevelopment Authority of Singapore, the office space available climbed from 7,575 thousand square meters in the first quarter of 2015 to 8,166 thousand square meters in the fourth quarter of 2021, a compound quarterly growth rate of 0.3%. The retail space available increased from 5,948 thousand square meters in the first quarter of 2015 to 6,200 thousand square meters in the fourth quarter of 2021, a compound quarterly growth rate of 0.2%. On the residential housing front, the public residential housing units under the management of the Housing & Development Board (“HDB”) of Singapore experienced moderate growth from 984,908 units in 2015 to 1,092,898 units in 2021, a CAGR of 1.75%. The private residential property units increased moderately from 311,635 in the first quarter of 2015 to 382,195 in the fourth quarter of 2021, a compound quarterly growth rate of 0.8%. The growth in respect of office space, retail facilities and residential buildings has spurred demand for cleaning and landscaping services in Singapore.

 

Adoption of automated technologies to enhance productivity

 

The future of the cleaning and landscaping industry will be shaped by automated cleaning technology, which is likely to enhance the productivity of the industry. The National Environmental Agency (“NEA”) rolled out the INCUBATE (INnovating and CUrating Better Automation and Technologies for Environmental Services) Programme in December 2017 to identify and tackle challenges faced by the industry with technology. The program is a partnership between the NEA and progressive premises owners to support the transformation of the cleaning and landscaping industry. According to the NEA, the program currently has 21 partners and has carried out 46 trials in transport and community hubs, commercial properties and integrated attractions. In an example of robotic cleaning, a multi-purpose robot is developed by an INCUBATE partner, which cleans, scrubs, broadcasts safe-distancing messages, and reports unattended bags. Cleaners are freed up to focus on wiping down high-contact touchpoints such as door handles. Given the introduction of the INCUBATE Programme, it is expected that the cleaning and landscaping industry will witness the introduction of new automation technology in the future, contributing to improved productivity improved in the long run.

 

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Government support in talent development

 

In an effort to enhance the productivity of various industries in Singapore, the Singapore government has committed various sector-specific initiatives. According to the National Parks Board of Singapore, the Landscape Sector Transformation Plan (the “LSTP”) is a tripartite effort led by the National Parks Board, together with companies and associations from the landscape industry, Institutes of Higher Learning (the “IHLs”) and government agencies. The LSTP, launched in 2019, is a transformation plan that aims to grow Singapore’s landscape industry up to 30% over the next 10 years by enhancing productivity and digital transformation. As an integral part of the LSTP, the LSTP emphasizes talent development by upskilling the existing landscape industry labor force to manage the green spaces of Singapore. The labor force will be trained to understand ecosystems, integrate ecological processes and incorporate the use of technology to enhance their professionalism and competence in the cleaning and landscaping industry.

 

The Environmental Robotics Program

 

As part of the National Environmental Agency’s strategy to leverage robotics technology to transform Singapore’s environmental service-related sectors, the Environmental Robotics Program was developed in 2017. The Environmental Robotics Program seeks to catalyze the local robotics industry by providing opportunities for small and medium enterprises, institutes of higher learning, and research institutes to co-create solutions with the public sector that not only build up local expertise and experience in delivering environmental robotic solutions, but also enhance the competitiveness and resilience of the cleaning service-related sectors. Specifically, the Program aims to develop robotic solutions for the National Environmental Agency’s work areas including, public spaces, waste management, and pest and pollution control. By working collaboratively with robotics technology, the cleaning service industry will witness the improvement of productivity and reduce reliance on manpower.

 

Major Customer Segments of the Cleaning and Landscaping Industry in Singapore

 

Office Space

 

 

 

Source: Urban Redevelopment Authority of Singapore

 

Thanks to the economic development over the past few years, the office space available in Singapore increased from 7,575 thousand square meters in the first quarter of 2015 to 8,087 thousand square meters in the second quarter of 2023 a compound quarterly growth rate of 0.2%. The positive economic outlook of Singapore has drawn companies from the finance and technology sectors to set up offices in Singapore from 2015 to 2021, fueling the growth of office development. Although the office demand dropped moderately due to social distancing measures and flexible working arrangements during the pandemic of COVID-19, the long-term demand for office will remain resilient as the physical office is relevant for firms to curate a social identity associated with the workspaces, according to Coldwell Banker Richard Ellis Group (“CBRE”), which is one of the largest commercial real estate services companies in the world. The office demand will recover in line with the expected economic growth after the pandemic.

 

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Furthermore, office development is also underpinned by the Central Business District (CBD) Incentive Scheme put forward by the Singapore government in 2019. The scheme is to encourage the conversion of existing, older, office developments into mixed-use developments that will help to rejuvenate the CBD. With this scheme, according to CBRE, the office market is anticipated to see redevelopment with agile space solutions and digitally-enabled specifications in the CBD in the future.

 

Retail Spaces

 

 

 

Source: Urban Redevelopment Authority of Singapore

 

The retail space available increased from 5,948 thousand square meters in the first quarter of 2015 to 6,279 thousand square meters in the second quarter of 2023, at a compound quarterly growth rate of 0.2%. The growth was supported by the vibrant retail sector and tourism of Singapore before the pandemic. However, the retail property market took a hit during the pandemic, recording rising vacancies and falling rents, according to Jones Lang LaSalle Incorporated, which is a global commercial real estate services company. The retail space available experienced a dip in 2020 in the wake of the COVID-19. Nonetheless, as Singapore reopens its borders progressively along with the vaccination program, it is anticipated that the retail consumption of the city will pick up gradually, supporting the recovery of the retail property market, which in turn generates needs for cleaning and landscaping services.

 

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Public Residential Housing Units 

 

 

 

Source: The Housing & Development Board of Singapore

 

The public residential housing units under the management of the HDB of Singapore experienced moderate growth from 984,908 units in 2015 to 1,096,380 units in 2022, a CAGR of 1.35%. The development of public residential housing is a result of the increasing population of Singapore. According to the Singapore Department of Statistics, the total population of Singapore increased from 5,535,002 in 2015 to 5,637,022 in 2022, a CAGR of 0.4%. As part of the HDB’s mission and objectives, HDB is committed to providing quality public housing units to Singaporeans with affordable rent or price. Given the rising population of Singapore, it is envisaged that the number of public housing units will continue to grow in the future.

 

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Private Residential Housing Units

 

 

 

Source: The Singapore Department of Statistics

 

The private residential property market experienced moderate growth from 2015 to 2023. It increased from 311,635 units in the first quarter of 2015 to 398,289 units in the second quarter of 2023, at a compound quarterly growth rate of 0.6%. The development of the private residential property market was primarily driven by the economic growth of Singapore and the increasing population. According to the Singapore Department of Statistics, the Singapore GDP increased from $317,583.1 million (S$423,444.1 million) in 2015 to $386,304.4 million (S$522,032.9 million) (measured in the chained dollar) in 2022. Also, the total population of Singapore increased from 5,535,002 in 2015 to 5,637,022 in 2022, a CAGR of 0.4%. In light of the stable and growing private residential property market, the cleaning and landscaping industry sees potential increasing demand from this sector.

 

Market Size of the Cleaning and Landscaping Industry in Singapore

 

 

 

Note: Operating receipts refers to income earned from business operations, i.e. income from services rendered, sale of goods, commission fees and rental of premises, machinery and equipment.

 

Source: The Singapore Department of Statistics

 

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The growing economy of Singapore that propels the thriving real estate property market has spurred increasing demand for cleaning and landscaping services. The industry market size increased from $1,357.2 million (S$1,836.8 million) in 2014 to $2,141.3 million (S$2,893.6 million) in 2022, a CAGR of 5.8%. The real estate property market is a major contributor to our industry. For instance, according to the Urban Redevelopment Authority of Singapore, the office space available climbed from 7,575 thousand square meters in the first quarter of 2015 to 8,087 thousand square meters in the second quarter of 2022. The public residential housing units under the management of the HDB experienced moderate growth from 984,908 units in 2015 to 1,096,380 units in 2022, a CAGR of 1.35%. The private residential property units also increased moderately from 311,635 in the first quarter of 2015 to 398,289 in the second quarter of 2022. The growing number of retail facilities, office buildings, and residential units have generated rising demand for cleaning and landscaping services.

 

However, the industry witnessed a slight market drop in 2019 to $2,111.2 million (S$2,857.3 million) from $2,144.6 million (S$2,902.5 million) in 2018. The minor market pull back was due to the softening growth of the Singapore economy in 2019, which experienced the slowest growth in a decade. Additionally, the industry suffered a setback in 2020 due to the economic contraction caused by COVID-19 pandemic. According to Singapore Department of Statistics, the GDP of Singapore decreased from $355,389.8 million (S$480,984.6 million) in 2019 to $386,304.4 million (S$522,032.9 million) in 2022 (measured by chained dollar). The COVID-19 pandemic caused disruption of business among various sectors in Singapore, and hence the demand for cleaning and landscaping services was negatively affected. Nonetheless, it is expected that the cleaning and landscaping industry will progressively recover in line with the recovery of the economy in Singapore. Moreover, technology will play a vital role in shaping the future of the cleaning and landscaping industry. The Singapore government has rolled out several technology-driven programs in an effort to enhance the long-term productivity of the cleaning and landscaping industry, which are discussed in the section “Growth Drivers and Trends of the Cleaning and Landscaping Industry in Singapore”. In light of the introduction of robotic and automation technology, cleaning and landscaping companies likely will witness improving productivity and operational efficiency in the future.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Inflation Risk

 

Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

 

Interest Rate Risk

 

We are exposed to cash flow interest rate risk in relation to bank loans, bank overdrafts and a recourse receivables purchase facility with variable interest rates which is partially offset by bank balances held at variable rates. It is the Group’s policy to keep its borrowings at variable rates at a minimum so as to minimize the fair value interest rate risk.

 

The Group cash flow interest rate risk is mainly concentrated on the fluctuation of Singapore Overnight Rate Average (“SORA”) and the prime lending rate of our lenders arising from the Group’s Singapore dollar denominated borrowings. Interest rates are subject to change upon renewal.

 

Credit Risk

 

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through regularly evaluating the collectability of financial assets, based on a combination of factors such as credit worthiness, past transaction history, current economic industry trends and changes in payment patterns. We identify credit risk collectively based on industry and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.

 

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Liquidity Risk

 

We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. To manage liquidity risk, the Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.

 

The Group relies on bank borrowings as a significant source of liquidity. As at March 31, 2023, the Group has available unutilized facilities of approximately $2.0 million, including $1.7 million unutilized bank overdraft facilities. Management monitors the utilization of bank borrowings regularly.

 

Foreign Exchange Risk

 

While our reporting currency is the U.S. dollar, almost all of our consolidated revenues and consolidated costs and expenses are denominated in Singapore dollars. All of our assets are denominated in Singapore dollars. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollar and the Singapore dollar. If the Singapore dollar depreciates against the U.S. dollar, the value of our Singapore dollar revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

 

OUR GROUP STRUCTURE

 

The structure of our Group as at the date of this prospectus is as follows:

 

 

 

GENERAL INFORMATION ON OUR GROUP

 

OUR HISTORY

 

Our Company was incorporated on December 29, 2020 as a private company limited by shares under the name “Primech Holdings Pte. Ltd.”. On May 11, 2023, we changed our corporate name from “Primech Holdings Pte. Ltd.” to “Primech Holdings Ltd.”, so as to remove the designation “Pte.” which is used only for privately held companies under Singapore law, and adopted a constitution for a public company under Singapore law.

 

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In 2018, Sapphire Universe, one of our Major Shareholders, acquired Primech Services & Engrg Pte Ltd, A&P Maintenance and Acteef Cleaning, in three separate transactions. Each of these companies had, prior to their acquisition, already been operating for approximately 30 years or more. Historically, Primech Services & Engrg was focused on providing cleaning services to Singapore Changi Airport and educational institutions, while A&P Maintenance and Acteef Cleaning were focused on providing cleaning services to offices. In 2020, Sapphire Universe also acquired Maint-Kleen which was focused on providing conservancy services. The acquisitions by Sapphire Universe of Primech Services & Engrg, A&P Maintenance, Acteef Cleaning and Maint-Kleen have enabled our Group to provide a wide spectrum of cleaning services.

 

In the last three years, we have expanded our range of cleaning services to include cleaning of healthcare facilities, and we have also expanded into the provision of stewarding services. Through our customer service business, we provide customer service officers and F&B service crew to venues such as healthcare facilities, hotels and restaurants. We also launched our “HomeHelpy” application, an online portal which allows individual customers to book our cleaning services in homes and offices.

 

In 2020, A&P Maintenance and Primech Services & Engrg amalgamated to form Primech A&P, thereby consolidating financial resources and service capacity, and enabling us to tender and quote for larger projects.

 

On December 29, 2020, Sapphire Universe incorporated our Company to serve as the holding company for our Group.

 

In April 2021, our Company acquired a 80% stake in CSG, which is in the business of manufacturing chemical supplies, and a 100% stake in Princeston International, which is in the business of wholesale trading of cleaning supplies, ad hoc cleaning services and disinfection products. This further expanded our business to include the manufacture of certain cleaning supplies, both for our own use and for sale to third parties.

 

On November 22, 2021, our Company completed the acquisitions of our subsidiaries from Sapphire Universe as part of the Restructuring Exercise, pursuant to a restructuring agreement entered by and among the Company, our subsidiaries, and Sapphire Universe on November 11, 2021.

 

On November 22, 2021, Sapphire Universe, which previously held 100% of our Company’s capital stock, entered into an agreement to sell 1,212,500 shares, or 3.73% equity stake in the Company, to two unrelated investors.

 

Some key milestones of our Group are set out below:

 

2018Sapphire Universe acquired Primech Services & Engrg, A&P Maintenance as well as Acteef Cleaning.

 

2019Primech Services & Engrg acquired My All Services in connection with our proposed expansion into Malaysia. We also launched our “HomeHelpy” application.

 

2020Sapphire Universe acquired Maint-Kleen.
   
    Primech Services & Engrg and A&P Maintenance were awarded the Clean Mark Gold Award for the first time.
     
    Primech Services & Engrg amalgamated with A&P Maintenance to form our current subsidiary, Primech A&P.
     
    We revamped our QEHS Management System in compliance with ISO 9001, ISO 14001 and ISO 45001 as awarded by TÜV SÜD PSB Singapore.

 

2021Our Company acquired CSG and Princeston International.
   
    We moved into our new Singapore headquarters at 23 Ubi Crescent, Singapore 408579.
     
    We completed the Restructuring Exercise to finalize our Group corporate structure.

 

OUR BUSINESS OVERVIEW

 

We are an established technology-driven facilities services provider in the public and private sectors operating mainly in Singapore. Our mission is to support businesses by improving lives and strengthening communities through our business practices and ethics. We operate primarily in Singapore which operations contributed approximately $68.3 million or 98.9% of our total revenue in FY 2023 and approximately $53.7 million or 98.6% of our total revenue in FY 2022, with the remainder from our operations in Malaysia and sales of products.

 

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We provide the following services:

 

Facilities services. These include: general cleaning and maintenance of public and private facilities, such as airports, conservancy areas, hotels’ common areas, educational institutions, integrated public areas, residential spaces, office facilities, industrial areas, retail stores and healthcare facilities; housekeeping services; specialized cleaning services, such as marble polishing services, building façade cleaning services and clean room sanitation services; and waste management services and pest control services. We also provide cleaning services to homes of individual customers which engage our services through our “HomeHelpy” application. We derive the majority of our revenue from the provision of facilities services, which accounted for approximately $55.8 million or 80.8% of our revenue in FY 2023 and approximately $46.1 million or 84.6% of our revenue in FY 2022.

 

Stewarding services. These include the cleaning of kitchen facilities of healthcare facilities, hotels and restaurants and the supply of ad hoc customer service officers and F&B service crew to healthcare facilities, hotels and restaurants. Stewarding services accounted for approximately $7.6 million or 11.0% of our revenue in FY 2023 and approximately $5.1 million or 9.4% of our revenue in FY 2022.

 

Cleaning services to offices. In addition to our core facilities services, we provide cleaning services to offices. The provision of office cleaning services accounted for approximately $4.9 million or 7.1% of our revenue in FY 2023 and approximately $2.5 million or 4.6% of our revenue in FY 2022.

 

Cleaning services to homes. We provide cleaning services to homes of individual customers who engage our services through our “HomeHelpy” application. We did not generate significant revenue from the provision of these services during FY 2022 and FY 2023.

 

Cleaning Supplies. In addition, through CSG and Princeston International, we manufacture certain cleaning supplies, both for our own use and for sale to third parties. We did not generate significant revenue from the provision of these services during FY 2022 and FY 2023.

 

As a testament to the quality of our service, in 2022 our subsidiaries Primech A&P and Maint-Kleen were awarded the Clean Mark Gold Award by the National Environment Agency of Singapore under its Clean Mark Accreditation Scheme. Primech A&P was awarded the Clean Mark Gold Award in 2023 as well. This scheme recognizes businesses that deliver high cleaning standards through the training of workers, the use of equipment to improve work processes, and fair employment practices.

 

Further details of our awards and accreditations are set out in the section titled “General Information on Our Group — Our Business Overview — Awards and Accreditation” below. Our notable projects include the provision of services to Singapore Changi Airport Terminal 2, a Singapore multinational bank, Temasek Polytechnic, and Nanyang Technological University of Singapore.

 

As of June 30, 2023, our Group employed 3,133 employees. We believe it is crucial to maintain sufficient manpower to reduce the amount of services which are sub-contracted thus enabling us to standardize our service delivery and better manage operational risks. While we sub-contract certain services such as external façade cleaning, the majority of our services provided to customers are performed by our Group’s employees. Our sub-contractor costs amounted to approximately $2.4 million or 5.5% and approximately $3.0 million or 5.1% of our total direct costs and expenses for FY 2022 and FY 2023, respectively.

 

Our name, “Primech”, was formed through a contraction of “Prime” and “Mechanization”. We believe that we are at the forefront of using technology to supplement and bolster our services. We intend to use approximately $0.9 million of our proceeds from the IPO to invest in one or more companies that are in the EV conversion and/or EV charging business, as a minority investment. We do not intend, however, to enter the EV conversion or EV charging businesses as a new service offering. See “Our Business Strategies and Future Plans” for further details.

 

 

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OUR COMPETITIVE STRENGTHS

 

We believe our main competitive strengths are as follows:

 

We have a long and established track record and have achieved a high level of accreditation in the facilities services sector.

 

The environmental services industry in Singapore is highly fragmented. According to NEA’s List of Licensed Cleaning Businesses, there are over 1,400 cleaning companies licensed by the NEA as of August 7, 2023. We believe that we have been able to distinguish ourselves through, among other things, the long and established track record of our subsidiaries and the accreditations we have received.

 

Primech A&P was amalgamated from A&P Maintenance and Primech Services & Engrg, which have been operating for approximately 30 years or more. Primech A&P and Maint-Kleen thus have been able to secure long-term business relationships with their customers. See sections titled “General Information on Our Group — Our Business Overview — Our Contracts and Portfolio” and “General Information on Our Group — Our Business Overview — Awards and Accreditations” of this prospectus for further details.

 

In relation to the FM02 workhead in respect of “Housekeeping, Cleansing, Desilting and Conservancy Services”, Primech A&P and Maint-Kleen holds an L6 grade registration (which is the highest possible grade), which qualifies it to tender for public projects of an unlimited value, and which we believe has placed us in a good position to undertake sizable contracts in the public sector. Our private sector customers may also take our workhead grading into consideration when evaluating our quotations. As a testament to the quality of our services, Primech A&P and Maint-Kleen have been awarded the Clean Mark Gold Award, which is the highest level of accreditation under the Enhanced Clean Mark Accreditation Scheme granted to cleaning businesses. The scheme recognizes businesses that deliver high cleaning standards through the training of workers, use of equipment to improve work processes, and fair employment practices. As of August 7, 2023, only 54 of the 1,455 NEA-licensed cleaning businesses in Singapore, including Primech A&P and Maint-Kleen, have a Clean Mark Gold Award status. See the section titled “General Information on our Group — Government Regulations” of this prospectus for further details.

 

With our strong track record and high levels of accreditation, we believe that we are one of the top facilities services providers in Singapore. We believe that we are strongly positioned to maintain our market position through our adoption of technology and wide network of industry contacts, including sub-contractors.

 

We are able to provide a bundle of services to a wide spectrum of customers

 

We provide a broad spectrum of cleaning services both in the public and private sectors to a variety of customers including, Singapore Changi Airport, conservancy areas, hotels, common areas, educational institutions, integrated public areas, residential spaces, office facilities, industrial areas, retail stores and healthcare facilities. Our diversified customer mix ensures that we do not rely on any single customer for our revenue and enables us to better manage our business risks. For instance, when the spread of COVID-19 in 2020 led to a decrease in demand for our services at Singapore Changi Airport and in the hospitality industry, we pivoted to provide our services to healthcare facilities as well as increased disinfection services.

 

In addition to the provision of cleaning services, we have diversified into waste management and pest control services as well as customer services. Providing a bundle of services provides an additional convenience to our customers as they would liaise with a centralized service provider rather than multiple contractors. Further, the new FM01 workhead for “Facilities Management” requires contractors to provide at least two distinct maintenance services (for which we are able to provide cleaning and pest control services in-house), thus ensuring that we are able to continue tendering for public projects. Selected CRS registrations held by Primech A&P include the following:

 

an L6 registration under the FM02 workhead for “Housekeeping, Cleansing, Desilting and Conservancy” services, which enables us to tender for Singapore government projects relating to this workhead of an unlimited contract size; and

 

an M4 registration under the FM01 workhead of “Facilities Management” which enables us to tender for Singapore government projects relating to this workhead up to approximately $750,000 (S$1,000,000) per project.

 

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We believe that our emphasis on having a trained workforce makes us more competitive in our industry

 

We believe that the training and development of our employees enables us to maintain and enhance our quality of solutions and services for the growth of our businesses and operations. In particular, we have been hiring a variety of employees from different sectors apart from the environment services industry such as the hires from the technological, finance, human resources and business development sectors in order to build up our key management personnel team.

 

Further, through our emphasis on the self-delivery of service, we seek to minimize outsourcing our services to sub-contractors, thus better controlling the level of our service, and complying with laws and regulations. As of June 30, 2023, our Group employed 3,133 employees. We provide various training and development programs for our employees according to their job requirements and functions to equip them with the relevant skills and knowledge. For example, 75% of our cleaners, team leaders and supervisors are trained in any two modules under the Environmental Cleaning Workforce Skills Qualification training framework. We also provide certain cleaners with in-house training through the HomeHelpy Training Center. See the section titled “General Information on our Group — Our Business Overview — Staff Training” for further details.

 

We have an experienced and stable management team

 

We have an experienced management team, led by Mr. Kin Wai Ho, our Chairman. A majority of our senior management team have been employed our subsidiaries for more than 17 years. We view their collective industry knowledge and extensive project management experience as valuable in establishing stable relationships with our customers as well as facilitating the submission of competitive tenders and believe that this has assisted us in securing numerous tenders over the years. We also believe that the experience of our management team has assisted us in our cost estimation for contracts during the tendering process which enables us to reduce situations of cost overruns.

 

OUR BUSINESS STRATEGIES AND FUTURE PLANS

 

Our business strategies and future plans are as follows:

 

Improve efficiency, expand service capacity, establish smart IoT service, and reduce environmental footprint through the use of technology

 

We actively explore opportunities to use technology to improve our day-to-day operating efficiency and expand our service capacity in the long run. This runs in line with the Singapore government’s vision for the environmental services industry as outlined in its Environmental Services Industry Transformation Map launched in December 2017, which has allowed us to benefit from various governmental grants and subsidies aimed at raising the operational efficiency and productivity of the environmental services industry in Singapore through technology adoption.

 

Our technology initiatives to date include the use of autonomous floor scrubbing robots equipped with real-time monitoring and self-docking capabilities to perform cleaning services. We are also in the exploratory stage of a collaboration with Ngee Ann Polytechnic, and we have engaged them as a consultant to develop drones designed to perform façade and roof cleaning services, which would allow hazardous cleaning jobs to be performed remotely by a pilot instead of by a team of workers. Such initiatives have allowed us to expand our service capacity by leveraging technology instead of increasing our reliance on manpower in a traditionally labor-intensive industry. In addition, we introduced our “HomeHelpy” website and mobile application to allow individual customers to book our cleaning services, which has enabled us to expand into the B2C segment (from our primary B2B business), and we believe that there is opportunity to convert such ad hoc services into long-term service contracts in the future. Our “HomeHelpy” platform has more than 1,500 registered members as of June 2023, and has served more than 640 users since its inception.

 

In 2021, we collaborated with three companies to form a consortium to submit a tender bid to install EV charging infrastructure at various car parks in Singapore. The consortium was awarded the pilot tender by the government of Singapore to install EV charging stations in approximately 150 public car parks in the North and North-East regions in Singapore. In consideration, the consortium has to pay concession fees for the right to install and operate the EV charging points (at S$0.15/kwh) to the relevant government authorities. Approximately 30% of these 150 EV charging stations have been installed as of May 23, 2022, and the others are expected to be installed by August 31, 2022.

 

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The consortium agreement documents provide that the Company and Charge+ are responsible for, among other things, the payment of all fees to the authorities, obtaining necessary government approvals, engaging local stakeholders, carrying out and completing the project, and providing the use of the charging infrastructure to the public. The Company shall also provide lead demand from our fleet of electric vehicles. Although we and our consortium collaborators are jointly and severally responsible to the relevant authorities for the due performance of the project, the consortium collaborators have executed the Deed of Confirmation pursuant to which Charge+ has agreed, at its own cost and expense, to carry out and complete all works in connection with this project, and pay all concession and other fees payable and due to the Singapore government in connection with this project. In exchange, Charge+ shall be entitled to all revenues received in connection with this project, and will have general day-to-day authority over the project’s operations. The Singapore government is not a party to the Deed of Confirmation and the Deed of Confirmation does not extinguish the Company’s obligations to the Singapore government. Therefore, if Charge+ was to default on its obligations with respect to these costs, we estimate that the financial obligations to be borne by the other three consortium collaborators (including us) would not exceed US$3.3 million (SGD 4.4 million) over the next twelve years, comprised of no more than US$1.5 million (SGD 2 million) for the installation of the remaining charging stations and operating costs of no more than US$150,000 (SGD 200,000) per year for the next twelve years.

 

In addition, in 2021, we converted three of our internal combustion vans to EV, and we hope to convert some or all of our fleet of cleaning machines to EV over time. We also have started to offer, on a limited basis, an EV charging function to our customers as a package in our services, which will be provided by a sub-contracted third party. We do not own or operate an EV charging function. We believe that eco-solutions will become increasingly important in the future in the face of climate change, and integrating eco-solutions into our portfolio will not only expand our service capabilities, but also will transition our business towards a more innovative model, and will ultimately help our business to keep pace with future technological advances.

 

Going forward, we intend to continue to seek out opportunities for collaboration with technology companies to develop innovations in the areas of cleaning services and facilities management. For example, we plan to explore the use of removable batteries in our cleaning robots to reduce downtime. We do not intend, however, to enter the EV conversion or EV charging businesses as a new service offering.

 

Over the next three years, we plan to replace and convert a portion of our existing fleet of cleaning machines with and to EVs and develop “green” chemicals that are more eco-friendly for use in our cleaning services. We believe that by integrating environmental sustainability into our business practices, we will be able to attract more customers and employees, and ultimately reap the benefits of more sustainable growth.

 

We also target to build our own IoT system, software, and robots to improve the efficiency and capacity of our services. Specifically, we are currently at the planning stage to assemble a team with members of academia with whom we will collaborate to start the development of an integrated IoT platform and workforce automation software system for our facility services. The system will integrate commercial off-the-shelf IoT devices such as cameras and sensors to be deployed in a facility and/or on robots, which will evaluate and respond to various events to perform data driven functions or actions to assist our facility services with lower cost and more efficiency. We also intend to develop our proprietary floor scrubbing and autonomous mobile disinfection robots based on the Robot Operating System, an open source robotic platform, which will feature the flexibility to customize our robots to meet unique applications for facility services such as cleaning and disinfection services. However, as the IoT service is a new area for us, our plan to build our own IoT system may not be successful or, even successful, may not be able to generate revenues for a period of time.

 

Expand our range of facilities services both organically and through suitable acquisitions

 

Historically, we have been able to quickly gain a foothold in certain customer markets (for example, conservancy areas and offices) through the acquisition of companies with an established track record in those markets. We intend to continue to pursue suitable opportunities for acquisitions, joint ventures and strategic alliances to expand our range of facilities services. Such opportunities could include areas that complement our business, such as waste management, gardening and landscaping, and pest management. We believe that building up a comprehensive suite of facilities services will enable us to maintain our competitive edge.

 

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We also intend to grow our facilities services business organically by expanding our coverage to include segments of the market where we currently do not have a presence or only have a small presence, such as hospitals, industrial centers, data centers and cleanrooms.

 

We are also looking to expand our facilities services into the landscaping sector in order to meet the Singapore government’s demand to supply more parks and other spaces in Singapore in the future. The landscaping services we intend to carry out will cover horticultural maintenance, which comprises services such as weeding, fertilizing, mowing and irrigation works. This would also enable us to provide an additional maintenance service under the FM01 workhead prescribed by BCA.

 

In connection with the expansion of customer services, we may also provide security services to condominiums.

 

Explore business opportunities in the Southeast Asian region

 

We intend to establish ourselves as a regional player in the environmental services industry. While our operations are currently almost exclusively based in Singapore, we may expand our business to other countries in Southeast Asia. We believe that our corporate image, which could be enhanced upon attainment of the Listing, would attract other service providers in the regional environmental services industry to consider a collaboration with us, through which we can leverage on our corporate image and their local knowledge to establish a greater foothold in Southeast Asia.

 

OUR SERVICES

 

Facilities Services

 

Facilities services is our primary business segment, accounting for approximately $46.1 million or 84.6% and approximately $55.8 million or 80.8% of our total revenue in FY 2022 and FY 2023, respectively. Our main customers in this segment include conservancy areas, educational institutions and Singapore Changi Airport. The range of facilities services we offer includes the following:

 

Conservancy areas cleaning services: These include daily cleaning of certain common areas within town councils including void decks, corridors, staircases, lifts and lift landings, drains and carparks, by using manual and mechanical means. We also provide monthly block washing and quarterly fogging of bin chutes.

 

Educational institutions cleaning services: These include cleaning of schools under the Ministry of Education of Singapore as well certain premises of polytechnics. Our cleaning solutions take into account tiling, school amenities and enrolment figures, with the aim of reducing disturbance to the institution’s schedules.

 

Airport cleaning services: These include the routine cleaning of certain areas of Singapore Changi Airport Terminal 2 as well as periodic cleaning of, among others, glass panels, marble walls, artwork and floor tiles.

 

Other facilities cleaning services: These include cleaning of hotels, public spaces and roads, condominium common areas and facilities, offices, industrial areas, and retail stores.

 

Other cleaning services: These include marble polishing services, external façade cleaning for exteriors of buildings, stewarding and clean room cleaning. We may render these services in-house or outsource them to our panel of sub-contractors.

 

Waste management and pest control services: In order to provide integrated solutions for our customers, we have, over time, expanded our facilities services to also encompass waste management services, such as the collection, transportation and disposal of general waste, and sorting of waste for recycling, as well as pest control services such as the remediation and prevention of infestations of rodents, insects, birds and other pests, to our customers.

 

Landscaping services: These include general horticultural maintenance services such as weeding, fertilizing, mowing and irrigation. We offer landscaping services as part of our integrated facilities services but do not currently render these services in-house and instead outsource them to sub-contractors. We plan to expand our in-house facilities services to include landscaping services in the future.

 

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While COVID-19 has resulted in a significant decrease in revenue from providing cleaning services to the airport and hotels, we have seen an increase in demand for our services from town councils and condominiums (as a result of more people working from home). In order to upkeep environmental cleaning and disinfection of areas exposed to confirmed cases of COVID-19 in non-healthcare premises, NEA publishes a list of cleaning companies that can carry out disinfection works, which includes Primech A&P and Maint-Kleen. Such disinfection services include dry mist disinfection which uses chemicals approved by the HSA suitable for indoor and outdoor surfaces as well as in the air and which are designed to reach most surfaces while leaving little residue or noxious fumes, provision of advanced disinfection coating, as well as the provision of autonomous mobile disinfection robots that can be remotely controlled and spray disinfectant dry mist coupled with UV lamp sterilization. We also rendered cleaning services to community care centers, which housed COVID-19 patients with mild symptoms. We have also seen an increase in demand for self-disinfecting coating of high-touch areas such as lift buttons in venues such as town councils, and the airport.

 

Stewarding Services

 

Stewarding services accounted for approximately $5.1 million or 9.4% and approximately $7.6 million or 11.0% of our total revenue in FY 2022 and FY 2023, respectively. Stewarding services comprise the provision of kitchen cleaning services and the supply of customer service officers and F&B service crew. Our main customers in this segment are healthcare facilities, hotels and other hospitality venues, and restaurants. The tasks we perform include:

 

cleaning of kitchen equipment and dishwashing;

 

for hospitals, assisting the visitors of the hospital with any enquiries and providing support in respect of registering patients, crowd control as well as carrying out authorized clearance;

 

for hotels and hospitality venues, providing room attendant services and public area cleaning services. In the future, we intend to introduce front-of-house customer services.

 

Cleaning Services to Offices

 

In addition to our core facilities services, we provide cleaning services to offices. The provision of office cleaning services accounted for approximately $2.5 million or 4.6% of our revenue in FY 2022 and approximately $4.9 million or 7.1% of our revenue in FY 2023.

 

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Technology

 

“HomeHelpy” website and mobile application for home and office cleaning services

 

 

 

In order to facilitate outreach to more customers, we have created a mobile application for our customers through “HomeHelpy” as well as a website at https://www.homehelpy.com which is a home, office and specialized cleaning services portal that allows customers to create bookings for cleaning services on-demand. Our “HomeHelpy” mobile application and website accounted for less than 1.0% of our total revenue in each of FY 2022 and FY 2023. Our “HomeHelpy” platform has more than 1,500 registered members as of June 2023, and has served more than 640 users since its inception.

 

Upon downloading our “HomeHelpy” mobile application or visiting our HomeHelpy website, customers are able to select their preferred service from a variety of home cleaning, office cleaning and specialized cleaning services (such as marble polishing, upholstery cleaning, carpet cleaning, and disinfection). We also offer customizable add-on services such as clothes ironing, refrigerator cleaning, bedsheet changing, microwave cleaning, cooker hood cleaning, oven cleaning, and air purification.

 

Under our home cleaning services, we offer two types of packages: classic (where customers are to prepare the cleaning tools and consumable materials to be used during the cleaning session) and premium (a more expensive package, where customers only have to prepare the cleaning tools).

 

Advance payment is required to confirm a booking, and we charge a cancellation fee of 50% of the booking price if the customer cancels the booking 12 to 24 hours before the service commences. There is no refund for bookings cancelled less than 12 hours before the service. Customers are able to reschedule their booking through our mobile application or website provided that it is at least 24 hours before the service commences.

 

Our HomeHelpy services can be engaged on a one-time basis, or on a recurring basis, such as weekly or fortnightly. Upcoming and past appointments can be monitored both by our customer as well as us through the relevant online portal. This provides our customers with the flexibility to manage their appointments, and enables us to better understand the demands of our customers.

 

Our employees, or HomeHelpers, undergo a training program, which they must pass before they may be deployed to provide cleaning services for our customers. Through our training program, we are able to ensure that our HomeHelpers possess the required hard and soft skills for the job and that cleaning procedures are standardized, thus enabling us to maintain high service and quality standards.

 

In the near future, we intend to upgrade our mobile application to include additional functions such as the option to purchase cleaning products from us through the application. In addition, we intend to expand our services offered through HomeHelpy to include services such as disinfection and air conditioner servicing.

 

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Cleaning robots

 

In order to supplement and bolster our provision of facilities services, we utilize a fleet of cleaning robots, which we purchase from third parties. The following summarizes the types of our cleaning robots as of December 31, 2022:

 

Description   Illustration
Robotic scrubber cleaners robots (large)  
Robotic scrubber cleaners (small)  

 

Robotic scrubber cleaners can be remotely controlled to schedule cleaning at specific times, and can also be programmed to self-dock at designated recharge locations. These robots are also equipped with real-time monitoring and also collect reporting data on the state of the cleaning sites, which allows us to monitor and make adjustments to cleaning schedules so as to optimize our resources.

 

Other Technology Initiatives

 

Our cleaners also input their daily cleaning records through mobile applications which alert them as to their required daily jobs, as well as urgent ad-hoc tasks. These mobile applications also provide management with daily updates as to our operations.

 

We also implement technological aids at certain of our key customers. For instance, at Temasek Polytechnic, we have installed in-toilets motion sensors which detect traffic flow. An alert is sent out to the relevant cleaner if more than 20 individuals have entered the premises in a given period of time. There are also ammonia sensors which trigger the air fresheners and hand soap, as well as toilet paper sensors which alert our cleaners as and when such supplies have to be refilled.

 

Through the use of such technology, we are able to more effectively utilize our cleaning staff and provide a higher and more consistent level of cleanliness to our customers.

 

Sale of Cleaning Supplies

 

We acquired CSG, a manufacturer of cleaning supplies, and Princeston International, a company engaged in the wholesale trading of cleaning supplies, in 2021. The sale of cleaning supplies accounted for less than 1.0% of our total revenue in FY 2022 and FY 2023.

 

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Through CSG, we manufacture a variety of cleaning supplies such as hand soaps, hand soap dispensers, and cleaning fluids used for general, floor, carpet, restroom or kitchen purposes, as well as treatment products used in the marine industry. We sell our cleaning supplies, primarily marketed under the brand “D’Bond”, to business customers in Singapore, such as other facilities services providers.

 

Through Princeston International, we sell floor mats and cleaning supplies such as hand soap and garbage bags.

 

Our cleaning supplies production facility is located on leasehold land at 50 Tuas Avenue 11, Singapore 639170. The use of the property is industrial.

 

OUR CONTRACTS AND PORTFOLIO

 

We typically enter into service contracts for a term of two to four years. Certain service contracts contain a provision giving the customer an option to renew for an additional term of typically two years. Our service contracts may be in respect of solely cleaning services or a mixture of cleaning, waste management and pest control services. Depending on the customer’s requirements, we may charge our customers based on input (i.e. an agreed number of employees to the delivery of the given service at a set cost price plus a margin) or based on output (i.e. achieving the level of performance required by the customer).

 

We believe our strong track record and high levels of accreditation have allowed us to secure notable projects. Our customers include but not limited to the following: Singapore Changi Airport, Nanyang Technological University and, Temasek Polytechnic.

 

Singapore Changi Airport has been a customer of our Group for over ten years. Primech Services & Engrg was awarded a contract by Changi Airport Group (Singapore) Pte. Ltd. in 2018 to provide routine and periodic cleaning of the basement, mezzanine level and first storey of Singapore Changi Airport Terminal 2, including two multi-storey carpark buildings, Changi Airport MRT Station, and all external aluminum cladding and the glass façade for, among others, Singapore Changi Airport Terminal 2 and the link bridge to the Jewel Changi Airport. For the period from August 1, 2020 to October 31, 2021, pursuant to the upgrading works carried out at Singapore Changi Airport, our services were expanded to include the airside (which is the area beyond passport and customs control) of Terminals 1 and 3 but with reduced frequency of cleanup required. These services have been provided pursuant to contracts with Changi Airport Group.

 

Our revenue from service rendered to Singapore Changi Airport, including other tenants/companies located in Terminal 2, was approximately $5.2 million, $1.7 million and $1.8 million in FY 2020, FY 2021 and FY 2022, respectively. Such decrease in revenue from FY 2020 to FY 2021 was due to the closure of Terminal 2 on May 1, 2020. Singapore Changi Airport closed Terminal 2 as of that date, and airlines were relocated to other terminals because the COVID-19 related decrease in air passenger flow presented an opportunity to commence the previously planned Terminal 2 renovations ahead of schedule in May 2020. As a result, our service contracts with Singapore Changi Airport were modified to reduce the scope of our services. Our revenue from Changi Airport Group in FY 2020 was not substantially impacted by COVID-19 because our FY 2020 ended on March 31, 2020, which was before the closure of Terminal 2.

 

Singapore removed most remaining COVID-19 travel restrictions as of April 26, 2022 and eased its entry requirements for travelers, in response to a decline in new daily infections. Previously, Singapore Changi Airport closed the northern section of departure and arrival areas at Terminal 2. As of the date of this prospectus, Singapore Changi Airport has reopened the northern section of departure and arrival areas at Terminal 2 and the southern section of its Terminal 2 arrival hall and the southern section of its Terminal 2 departure hall. Our contract with Changi Airport Group in respect of the relevant reopened areas of Singapore Changi Airport was renewed effective on November 1, 2022 through October 31, 2023. Our other contract with Changi Airport Group for the airside is effective on March 1, 2023 through October 31, 2023. There can be no assurances as whether Singapore Changi Airport will have any future closure in any parts of its airport terminals part of its section with respect to COVID-19; therefore, as long as COVID-19 continues to affect the aviation sector and the travel industry, we believe our airport services may be affected and it may have a material impact on the financial performance of the Group. A negative impact on the Group financial performance is expected in the event that this contract is not renewed.

 

Nanyang Technological University has been a customer of our Group since 2018. A&P Maintenance was awarded a contract by Nanyang Technological University in 2018 for a period of two years from April 1, 2018 to March 31, 2020, with an option by the University to extend for another two years up to March 31, 2022 (which option was exercised), to provide cleaning services for various buildings at Academic Complex South within the Nanyang Technological University and their surroundings (including link ways and canopies). Primech A&P was again awarded the cleaning contract for the same area from April 1, 2022 to March 31, 2024, with an option to extend for another two years until March 31, 2026. In addition to general cleaning services, the contract with Nanyang Technological University also covers the provision of decontamination and disinfection services and clean room cleaning services, when called for.

 

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Temasek Polytechnic has been a customer of our Group since 2013. Our current contract with Temasek Polytechnic was awarded to us pursuant to a tender and is for a term of five (5) years from April 2020 to March 2025, with an option to renew for a further two (2) years. Under the contract, we provide, among other things, cleaning and pest control services for numerous areas within Temasek Polytechnic’s campus.

 

A Singapore multinational bank has been a customer of our Group for over eight (8) years. Our current contract with the bank is for a period of three years from September 1, 2020 to August 31, 2023 and this has been extended for an additional period of two years from September 1, 2023 to August 31, 2025 in connection with the cleaning, refuse disposal and pest control services for various buildings and offices operated by the bank. We may also provide ad hoc services such as external façade cleaning.

 

The Ministry of Education of Singapore has become our customer since April 2022. Our current contract with the Ministry of Education of Singapore commenced on April 1, 2022, with a four-year term and a twelve-month extension option.

 

OUR BUSINESS OPERATIONS

 

The workflow of our business operations generally involves four stages, as summarized below:

 

Tender Submission and Quotation Invitation Process

 

In order to participate in public sector projects, we have to bid in open tenders through platforms such as GeBIZ (the Singapore government’s online procurement portal) and SESAMi (an electronic transaction hub in Asia). We may also receive requests for quotation in respect of private sector projects. These may be new projects, or calls for tenders and/or quotations upon the expiry of existing service contracts.

 

Upon receiving an invitation to tender or a request for quotation, we would first make a preliminary assessment of the requirements of the tender or quotation, taking into account (among other things) our available resources and whether there is a need to engage sub-contractors. We may conduct a site visit in order to gather more information on the details of the invitation to tender or request for quote. Based on this assessment, we would prepare a project dossier, and consider whether to submit a tender bid or provide a quotation.

 

Depending on the materiality of the tender and/or quote, a submission could be reviewed and endorsed by our Executive Officers before being submitted to the customer for consideration.

 

Execution of Plans

 

Once we have received the letter of award or an equivalent confirmation indicating that our tender or quotation has been accepted, a joint taskforce project start-up team will be formed comprising, among others, a project manager who has experience in managing projects of a similar risk profile as the tender/quotation in question, a representative from each of the administrative and human resources departments (who will arrange for contract insurance and performance bonds (if any) to be prepared prior to the commencement of the service contract, and for recruitment and/or training), a business development professional (who will check the service contract documentation and set up a new file with customer details), and an operations department professional (who will plan budgeting and procurement requirements and meet with the customer in order to clarify outstanding queries or issues relating to the site or venue).

 

Depending on the materiality of the tender and/or quote, the project manager may also submit a startup form to our executive officers for review.

 

Upon finalization of the foregoing, we will submit a master cleaning schedule to our customer for its reference.

 

We may allocate fixed cleaners at each project, depending on the size and complexity of the cleaning site. Typically 10 to 15 employees report to a supervisor, and 40 to 50 employees report to a manager based on our current master cleaning schedule.

 

Implementation, Controls and Monitoring

 

Throughout the project lifecycle, our operations department will provide high-level supervision of the ongoing performance of our employees, our customers, the cleaning services rendered, and the disposal of waste.

 

Within the first three months of an executed project, the project may be subjected to an internal assessment to ensure that the implementation of operations has conformed to the project plan.

 

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Apart from the internal assessment, the project will also be subjected to routine QEHS inspections and audits. In order to ensure compliance and that the project budget is kept to, the project manager and accounts manager for the project will closely monitor the performance of the project. Invoices are also submitted to the customer on a regular basis.

 

Review of Performance

 

The performance of the project will be periodically reviewed by the project manager and the senior management team. Critical intervention in the project may take place as and when needed to ensure that the project is operating within the acceptable and previously set out parameters. As part of making continual improvements to the project, the audit findings will also be discussed by the project manager and other relevant stakeholders.

 

As the project approaches the end of its life-cycle, the project manager and the senior management team will also conduct a comprehensive project review. This project review will form the basis for any decisions to take up any offer to re-tender or requote for the same project, if our Company is provided the opportunity.

 

MARKETING AND BUSINESS DEVELOPMENT

 

Our Group is primarily engaged in business-to-business (B2B) customer dealings. Our marketing and corporate development activities are led by Mr. Khazid bin Omar, our Senior Vice President, Corporate Services, and Mr. Yew Jin Sng, our Senior Vice President of Business Development. The business development team supports our Group’s sales and marketing efforts by approaching new customers, fostering long-term and strong relationships with existing customers, and generating and concluding new sales and service contracts.

 

We market our services actively through both traditional media (for example, print and radio advertisements) and new media (for example, search engine optimization and targeted advertising). We also participate in tradeshows and networking events, and we organize public relations activities with the media.

 

In terms of business development, we target large-scale projects (for example, involving conservancy areas or educational institutions) to boost our portfolio and our profile in the industry. We are registered on various tender platforms (in respect of public projects) such as GeBIZ and SESAMi. We monitor these portals for suitable tenders put up by the respective Singapore government agencies, and we also monitor newspaper advertisements for both public and private tenders.

 

Our “HomeHelpy” website and mobile application also enables us to market our cleaning services to individual customers. Through this business-to-customer (B2C) platform, we are able to expand our scope of coverage to include individual homes and offices.

 

OUR MAJOR CUSTOMERS

 

Our major customers which accounted for 5.0% or more of our Group’s total revenue for FY 2023 and/or FY 2022 are as follows:

 

      Percentage of total revenue (%) 
Customer  Service provided  FY 2023   FY 2022 
The Ministry of Education of Singapore  Facilities services   10.4     
A Singapore multinational bank  Facilities services   5.9    7.1 
Temasek Polytechnic  Facilities services   4.1    5.4 

 

The Ministry of Education of Singapore has become our customer since April 2022. Our current contract with the Ministry of Education of Singapore commenced on April 1, 2022.

 

Except as disclosed above, our Directors are of the view that, as of July 31, 2023, our business and profitability are not materially dependent on any of our customers. To the best of our Directors’ knowledge, we are not aware of any information or arrangement which would lead to a cessation or termination of our current relationship with any of our major customers.

 

As at the date of this prospectus, none of the Directors or Major Shareholders of our Company or their respective associates has any interest, direct or indirect, in any of our customers.

 

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OUR MAJOR SUPPLIERS

 

Direct cost of revenue for FY 2023 and FY 2022 amounted to approximately $58.4 million and $44.6 million, respectively. Approximately $5.6 million and $6.7 million of supplies purchases and sub-contractor costs were included in direct cost of revenue in FY 2023 and FY 2022, respectively. Our major suppliers (including sub-contractors) which accounted for 5.0% or more of our Group’s total supplies purchases and sub-contractor costs for FY 2023 and/or FY 2022 are as follows:

 

      Percentage of total purchases (%) 
Supplier  Product or service supplied  FY 2023   FY 2022 
Rental Hygiene Services Pte Ltd  Hygiene services and toiletries   17.2    6.3 
Dexterity Services Pte Ltd  Sub-contractor of cleaning services   9.6    13.4 
Waste Integrated Services & Environmental Pte Ltd  Sub-contractor of cleaning services   9.2    5.6 
Hoe Kian Huat Trading  Supplier of hardware   5.8     

 

The increase in percentage of total purchase from Rental Hygiene Services Pte Ltd resulted from an increase in purchase of toiletries from this supplier for our new customer in FY 2023.

 

Except as disclosed above, our Directors are of the view that, as of December 31, 2022, our business and profitability are not materially dependent on any of our suppliers. To the best of our Directors’ knowledge, we are not aware of any information or arrangement which would lead to a cessation or termination of our current relationship with any of our major suppliers.

 

As of the date of this prospectus, none of our Directors or Major Shareholders or their respective associates has any interest, direct or indirect, in any of our major suppliers.

 

INSURANCE

 

As at the date of this prospectus, certain of our subsidiaries have taken out group hospital and surgical policies, foreign worker medical policies, and performance bond insurances, in respect of our employees, as well as insurance in accordance with WICA. We may be required to take up additional insurance policies in compliance with specific customer requirements as well. Such additional insurance include public liability insurance.

 

The above insurance policies are reviewed annually to ensure that our Group has sufficient insurance coverage. Our Directors believe that we have adequate insurance coverage for the purposes of our business operations and we will procure the necessary additional insurance coverage for our business operations, properties and assets as and when the need arises.

 

INTELLECTUAL PROPERTY

 

Our Group’s intellectual property rights are important to our business and as of the date of this prospectus, the Group has registered the following trademarks:

 

Trademark   Jurisdiction   Class   Trade Mark Number   Expiry Date
  Singapore   03(1)   40202103768S   February 17, 2031
  Hong Kong   03(2)   305537043   February 17, 2031
  Thailand   37(3)   200102313   May 11, 2031

 

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Trademark   Jurisdiction   Class   Trade Mark Number   Expiry Date
  Singapore   37(4)   40202000868W   January 13, 2030
  European Union   37(5)   018179388   January 10, 2030

 

 

Notes:
(1)Chemical cleaning preparations for carpets; Chemical cleaning preparations for curtains; Chemical cleaning preparations for floors; Chemical cleaning preparations for glass; Chemical cleaning preparations for household purposes; Chemical cleaning preparations for upholstery; Cleaning agents for household purposes; Cleaning agents for glass; Cleaning agents for the hands; Cleaning preparations; Cleaning preparations for bathroom use; Cleansers for household purposes; Cleaning substances for household use; Cleaning preparations incorporating substances for the control of allergens; Cleaning preparations incorporating substances for the control of dust mites; Cleaning preparations impregnated into tissues; Cleaning preparations for sanitary purposes; Cleaning preparations for household use; Detergents for household use; Dry cleaning preparations.
(2)Cleaning agents; Cleaning agents and preparations; Cleaning agents for cleaning surfaces; cleaning compositions for floors and other interior surfaces; cleaning liquid; Cleaning preparations; cleaning preparations for industrial use; cleaning preparations for use on fabrics, upholstery and carpets, with and without deodorant properties; Cleaning preparations impregnated into tissues; cleaning sprays; Cleansers for household purposes; detergents for household purposes; dry-cleaning preparations
(3)Cleaning of buildings exterior surface; Cleaning of buildings interior; Disinfecting; Window cleaning.
(4)Ceiling cleaning services; Cleaning of building exteriors; Cleaning of building interiors; Cleaning of building sites; Cleaning of buildings; Cleaning of commercial premises; Cleaning of domestic premises; Cleaning of factories; Cleaning of floor coverings; Cleaning of hospitals; Cleaning of hotels; Cleaning of office buildings and commercial premises; Cleaning of property; Cleaning of public areas; Cleaning of residential houses; Cleaning of schools; Cleaning of shops; Cleaning of venues before and after events; Cleaning services; Cloth laundry; Disinfecting; Disinfection services; Domestic cleaning services; Floor polishing; Handyman repair, maintenance and installation services; House cleaning services; Industrial cleaning services; Interior and exterior window cleaning services; Office cleaning services; Providing information relating to street cleaning services; Providing information relating to window cleaning services; Provision of cleaning services; Upholstery cleaning services.
(5)Cleaning of buildings exterior surface; cleaning of buildings interior; disinfecting; window cleaning.

 

Save as disclosed above, our Group does not own or use any trademark, patent or other license which is material to our business or profitability.

 

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LEGAL PROCEEDINGS

 

Except as disclosed below, to our knowledge, we are not a party to any legal or governmental proceedings (including any pending or known to be contemplated) which may have a material adverse effect on our business, financial condition or results of operations.

 

MOM Investigation in Relation to a Fatal Accident at Our Work Site

 

In 2019, A&P Maintenance was under contract to provide, among others, external façade cleaning services for an office tower. We appointed a sub-contractor, which in turn appointed its own sub-contractor, to carry out the façade cleaning works. The façade cleaning works were performed using a gondola. When not in use, the gondola was stored in a pit underneath floor slabs. When required for use, the floor slabs would be removed and the gondola would be elevated from the pit.

 

The façade cleaning works began in May 2019 and were expected to be completed by June 2019. In late May 2019, the works were halted due to an obstruction of the gondola tracks. During this time, the gondola was kept in the pit, however, part of the floor opening, around the gondola switch, was not covered.

 

The gondola pit was located in a rooftop area, where an independently owned bar was also located. In the early hours of June 9, 2019, a security officer working at the bar fell into the uncovered area of the gondola pit. The security officer died from the fall. The circumstances surrounding the fall were as follows: the security officer had been assigned to ensure that patrons of the bar did not enter a barricaded area (which included the area with the gondola pit). Two guests had pushed aside the barricades and entered the restricted area. Upon seeing the guests enter the restricted area, the security officer ran towards them. During this, the security officer accidentally fell into the uncovered area of the gondola pit.

 

Following the accident, the MOM commenced an investigation, which included interviews with certain of our management and employees. As a result of the said incident, two charges were brought against A&P Maintenance under Sections 20 read with Sections 14(3) and 14A(1)(b) of the WSHA, and one charge was brought against an employee of A&P Maintenance under Section 15(3A) of the WSHA. As of March 2, 2023, MOM has formally withdrawn its charge against the employee of A&P Maintenance. On 5 July 2023, A&P Maintenance pleaded guilty to the two charges. On August 18, 2023, a fine of $184,000 (S$245,000) was imposed on A&P Maintenance for the contraventions of the WSHA. Provision of approximately $173,000 (S$230,000) was recorded in our financial statements for FY 2023.

 

On March 14, 2022, the next-of-kin of the deceased security officer brought a claim against the registered owner of the office tower and the owner of the bar in connection with this accident, and also pleaded a sum of approximately $6,500 (S$8,644.00) for special damages against A&P Maintenance but have yet to quantify their claim in full. The office tower owner also has commenced third party proceedings against A&P Maintenance to seek contribution and/or an indemnity from A&P Maintenance against the next-of-kin’s claim.

 

Other Legal Matters

 

In 2019 there was a claim against Primech Services & Engrg from an employee (Sukhpreet Singh) for damages arising out of injuries and loss suffered as a result of a work accident at Orchard Hotel. This claim, in the approximate amount of approximately $157,000 (S$209,000), is being handled by the Company’s insurer, who intends to defend the claim.

 

In September 2019, a claim was filed by Mohamed Zohdy Ahmed Atef Rateb, as plaintiff, against City Hotels Pte. Ltd. (as occupier of Orchard Hotel) and A & P Maintenance Services Pte Ltd (which was the cleaning contractor engaged by City Hotels Pte. Ltd.). The plaintiff had slipped in the toilet within Orchard Hotel and sustained injuries as a result. The plaintiff had claimed, among others, negligence and/or breach against A & P Maintenance Services Pte Ltd, amounting to approximately $188,000 (S$250,000) in damages. This claim is being handled by the Company’s insurer, who intends to defend the claim.

 

In April 2021, Mr. Tay Cheng Siong brought a claim against Maint-Kleen in connection with negligence arising from a motor accident, claiming damages in an unspecified amount. Maint-Kleen Pte. Ltd. is unrepresented and interlocutory judgement has been entered against the company, with assessment of damages pending as of May 11, 2021. This claim is covered by the Company’s insurer.

 

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LICENSES

 

We are required under the relevant laws and regulations of Singapore and Malaysia to hold certain licenses in order to conduct our business operations.

 

As of the date of this prospectus, our Group holds the following licenses:

 

Each of Primech A&P, Maint-Kleen, Princeston International and HomeHelpy holds a cleaning business license required pursuant to the Environmental Public Health Act of Singapore for carrying on a cleaning business in Singapore;

 

Each of Primech A&P and Maint-Kleen holds a general waste collector’s license (Class A — Inorganic waste and recyclables) required pursuant to the Environmental Public Health (General Waste Collection) Regulations for carrying on the business of, inter alia, collecting or transporting general waste for payment or other remuneration in Singapore;

 

CSG holds a permit to store and use hazardous substances pursuant to the Environmental Protection and Management (Hazardous Substances) Regulations;

 

Primech A&P is a registered vector control operator under the Control of Vectors and Pesticides Act of Singapore, which is required for a business to undertake or engage in vector control work in Singapore;

 

Primech A&P is a registered contractor with the BCA in respect of the FM01 Facilities Management workhead; and

 

Each of Primech A&P and Maint-Kleen is a registered contractor with the BCA in respect of the FM02 Housekeeping, Cleansing, Desilting & Conservancy Service workhead.

 

Save as disclosed herein, we do not require any other material licenses, registrations, permits or approvals in respect of our operations apart from those pertaining to general business registration requirements. See section titled “Government Regulations” for further details on the licensing requirements applicable to us under relevant laws and regulations. We regularly apply on a timely basis for extensions on all our licenses listed below. See section titled “Government Regulations.”

 

GOVERNMENT REGULATIONS

 

We are subject to all relevant laws and regulations of Singapore and Malaysia and may be affected by policies which may be introduced by their respective governments from time to time. We have identified the main laws and regulations (apart from those pertaining to general business requirements) that materially affect our operations, including the licenses, permits and approvals typically required for the conduct of our business, and the relevant regulatory bodies, below.

 

As of the date of this prospectus, our Directors believe that we are not in breach of any laws or regulations applicable to our business operations that would materially affect our business operations, and our Group is in compliance with all the applicable laws and regulations that are material to our business operations. The Group may be subject to certain fines/penalties arising from its ordinary course of business from time to time.

 

Singapore

 

Environmental Public Health Act 1987 of Singapore (the “EPHA”) and the Environmental Public Health (General Cleaning Industry) Regulations 2014 (the “EPH Regulations”)

 

In order to regulate and upgrade the cleaning standards and productivity in the cleaning industry in Singapore, the EPHA was amended to require the licensing of cleaning businesses, in particular, requiring the training of cleaners and the payment of progressive wages to cleaners to ensure a more engaged cleaning workforce and the retention of a core of resident cleaners.

 

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Pursuant to Section 80D of the EPHA, no person shall carry on a cleaning business in Singapore, except under and in accordance with a cleaning business license that is in force. A “cleaning business” means a business, whether or not the business is carried on for profit, (a) in which a person carries out cleaning work for other persons through the services of cleaners engaged or employed by that person; or (b) of supplying cleaners to other persons. “Cleaning work” means work carried out in Singapore that has, as its main or only component, the bringing of premises or any public place into, or keeping of premises or any public place in, a clean condition, and includes supervising the carrying out of such work but excludes any work that the Minister declares, by notification in the Gazette, not to be cleaning work.

 

Any person who contravenes Section 80D(1) of the EPHA shall be guilty of an offence and shall be liable on conviction to a fine not exceeding S$10,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding S$1,000 for every day or part thereof during which the offence continues after conviction.

 

Pursuant to Section 80G of the EPHA read with the EPH Regulations, the applicant shall be eligible for a cleaning business license if:

 

(a)the applicant is a company registered under the Companies Act, a limited liability partnership registered under the Limited Liability Partnerships Act 2005 of Singapore, a sole proprietorship or firm registered under the Business Names Registration Act 2014, or a society registered under the Societies Act 1966 of Singapore or an entity having a business or corporate structure that may be prescribed;

 

(b)the applicant has submitted a progressive wage plan that conforms with applicable requirements (as described below);

 

(c)in the case of an applicant who has one (1) or more cleaners in the applicant’s employ at the time of the application — the applicant satisfies the Director-General that such proportion of the cleaners that the applicant employs, have attended such training, and at such frequency, as the Director-General may specify for the class of the cleaning business licence that is being applied for;

 

(d)the applicant satisfies such other requirements as may be prescribed.

 

Such other requirements that have been prescribed under the EPH Regulations include that as at the date of the application for a cleaning business licence, the applicant must have at least one (1) officer or employee who:

 

(a)has at least 2 years of practical experience in supervising cleaning work; or

 

(b)has been certified by the SkillsFuture Singapore Agency for having attended —

 

(i)at least one training module under the Singapore Workforce Skills Qualifications (WSQ) System that is specified in Part 1 of the Second Schedule of the EPH Regulations; and

 

(ii)at least one training module under the Singapore Workforce Skills Qualifications (WSQ) System that is specified in Part 2 of the Second Schedule of the EPH Regulations.

 

Every progressive wage model in respect of a cleaning business of a licensee or an applicant for a cleaning business license (“Progressive Wage Model”) must:

 

(a)relate to every citizen or permanent resident of Singapore the licensee or applicant employs or proposes to employ as a cleaner in its cleaning business;

 

(b)specify the basic wage payable to every cleaner in paragraph (a) that is on an increasing scale depending on seniority, responsibilities, cleaning work experience and training received;

 

(c)specify an amount as the basic wage for each class of cleaners in paragraph (a) that is not less than the amount specified under section 80H(2)(a) for that class; and

 

(d)specify that where the cleaner belongs to a class of cleaners specified as eligible for a progressive wage model bonus under section 80H(2)(b), the cleaner will be paid a progressive wage model bonus.

 

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See section titled “General Information on our Group — Government Regulations — Progressive Wage Model” for further details.

 

A cleaning business license is valid for one year and renewable on a yearly basis. As of June 30, 2023, the details of the cleaning business licenses held by our Group were as follows:

 

Licensee   License number   Expiry Date
Primech A&P   NEA230348/1704H/R09   May 22, 2024
Maint-Kleen   NEA221335/0284W/R09   December 16, 2023
Princeston International   NEA230601/5717C/R08   June 12, 2024
HomeHelpy   NEA230932/9400R/R03   September 7, 2024

 

Pursuant to Section 80H of the EPHA, read with the EPH Regulations, every cleaning business licence is subject to prescribed conditions which are, among others:

 

(a)conditions requiring the cleaning business licensee to enter into a contract of service in writing with each cleaner employed by the cleaning business licensee;

 

(b)conditions requiring every contract of service entered into between the cleaning business licensee and every cleaner who is a citizen or permanent resident of Singapore (called in this section a resident cleaner) to provide for the payment of a basic wage or a progressive wage model bonus to the resident cleaner, that —

 

(i)is not less than the amount; and

 

(ii)in the case of a progressive wage model bonus, is to be paid at the frequency,

 

specified by order by the Commissioner for Labour under Section 80H(2) for the class of cleaners that the resident cleaner belongs to;

(c)conditions requiring the cleaning business licensee to ensure that every cleaner employed by the cleaning business licensee satisfies the training requirements as may be specified by the Director-General for the class of cleaners that the cleaner belongs to;

 

(d)conditions prohibiting the cleaning business licensee from deploying any individual who is not employed by the cleaning business licensee to carry out any cleaning work, unless the individual is a cleaner employed by another cleaning business licensee; and

 

(e)conditions requiring the cleaning business licensee to keep such records, accounts or documents relating to the business or activities that the cleaning business licensee is authorised to carry out under the cleaning business licence, as may be prescribed, and retain those records, accounts or documents for a prescribed period.

 

If the conditions of the cleaning business license are not met, the Director-General may revoke any such cleaning business license, suspend the cleaning business license for such period of time (not exceeding six months) as the Director-General thinks fit; or impose such other directions or restrictions as the Director-General considers appropriate on the licensee’s cleaning business in Singapore.

 

Environmental Protection and Management Act 1999 of Singapore and the Environmental Protection and Management (Hazardous Substances) Regulations

 

The Environmental Protection and Management Act, or the EPMA, and the regulations thereunder govern environmental pollution control and the protection and management of the environment and resource conservation in Singapore.

 

Certain of the cleaning solutions and chemicals we use in our cleaning and pest control operations are considered “hazardous substances” under the EPMA and are subject to regulatory control. In particular, pursuant to Regulation 17 of the Environmental Protection and Management (Hazardous Substances) Regulations, a person shall not use, keep or have in his possession or under his control any of the specified hazardous substances under the regulations, unless he is authorized to store and use such hazardous substances. In addition, the storage and use of the hazardous substance must be effected in accordance with the provisions of the permit and any condition specified therein.

 

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Non-compliance with the relevant requirements under the Environmental Protection and Management (Hazardous Substances) Regulations constitutes an offence and may result in fines or imprisonment.

 

As of May 12, 2023, our Group holds a permit to store and use hazardous substances under Regulation 17 of the Environmental Protection and Management (Hazardous Substances) Regulations, as follows:

 

Licensee   License Number   Hazardous Substances   Expiry Date
CSG   C0764P190924  

40% Hydrochloric Acid

55% Sodium Hydroxide

  August 2, 2023

 

Further, CSG also holds a Factory Notification Confirmation issued by MOM enabling it to carry out production, packaging and storage of detergents and cleaners, and a license for explosive precursors issued by the Singapore Police Force for the period between August 30, 2021 to August 29, 2023.

 

CSG also has the right to use the Singapore Green label for the D’Bond brand in respect of multi-purpose cleaners for the period between February 28, 2020 to February 27, 2022.

 

Enhanced Clean Mark Accreditation Scheme

 

The cleaning business license sets the entry-level standards for cleaning businesses, while accreditation under the Enhanced Clean Mark Accreditation Scheme aims to differentiate the quality of services provided by cleaning businesses.

 

There are two levels of award under the scheme; namely the Clean Mark Silver Award and the Clean Mark Gold Award. The award is currently valid for one (1) year and is renewable upon re-assessment.

 

As of May 12, 2023, the details of the Clean Mark awards held by our Group were as follows:

 

Licensee   License number   Award   Expiry Date
Primech A&P   NEA230348/1704H/G10   Gold   May 22, 2024
Maint-Kleen   NEA221335/0284W/G10   Gold   December 16, 2023

 

The accreditation criteria for the Clean Mark Gold Award includes, among others:

 

(a)professional and regulatory standards, having (i) attained and maintained at least NEA Clean Mark Silver accreditation status for a period of 12 months, (ii) sufficient financial resources (paid up capital or net worth of at least S$25,000), (iii) no conviction in the past 12 months preceding the certification and throughout the accreditation award, for offences under legislation administered by NEA, MOM or the Singapore Central Provident Fund Board; (iv) no default on Employment Claims Tribunal Orders issued in the past 12 months preceding the certification and throughout the accreditation award; (v) attained at least bizSAFE Level 3 certification; and (vi) attained ISO 9001 certification;

 

(b)environmental health and cleanliness standards, having in place an existing system (for a minimum of six (6) months) to let cleaners know how and where they could improve upon to ensure that performance standards agreed between the company and clients are met;

 

(c)operations planning, support and delivery, by (i) providing cleaners with a sufficient supply of clean and presentable uniforms and appropriate types of cleaning equipment, (ii) appointing at least one supervisor as a productivity manager to improve work processes, develop and implement productivity initiatives and (iii) having a good performance record of an average of 75 points and above from the clients’ assessment forms;

 

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(d)training, quality of manpower and general working conditions, that:

 

(i)at the point of application and throughout the accreditation award, all cleaners are trained in two (2) modules, one (1) workplace safety and health module and one (1) core module as stated in the list of modules endorsed by the Tripartite Cluster for Cleaners;

 

(ii)cleaners’ wages (including all overtime payments, allowances, bonuses and any other forms of salary payments) are paid through GIRO unless otherwise requested by cleaners;

 

(iii)cleaners are given basic statutory benefits as stated under the employment laws; and

 

(iv)cleaners’ performances are recognized with incentives and bonuses.

 

Progressive Wage Model (“PWM”)

 

Cleaning companies must satisfy the PWM wages and training requirements for cleaners who are Singapore citizen and permanent resident cleaners. These were minimum basic wages imposed by Ministry of Manpower which will increase from July 1, 2020 to June 30, 2029. A mandatory PWM bonus is payable to certain cleaners as well. The cleaning business must pay the PWM bonus at least once but no more than twice in a calendar year.

 

The remuneration of our Singapore citizen and permanent resident cleaners are in compliance with the Progressive Wage Model.

 

Environmental Public Health (General Waste Collection) Regulations

 

Pursuant to the Environmental Public Health (General Waste Collection) Regulations, any person who wishes to carry on the business of (a) collecting or transporting general waste for payment or other remuneration (whether monetary or otherwise) or (b) collecting or transporting from any food establishment used cooking oil, may apply for a general waste collector’s license.

 

There are various classes of licenses. In particular, Class A general waste collection licenses relate to the collection of inorganic waste (e.g. construction and renovation debris, tree trunks and branches, furniture disposal, electrical appliances, wooden crates, pallets and other bulky items for disposal) and recyclable waste (excluding food waste).

 

A general waste collection license is valid for one year and renewable on a yearly basis. As of May 12, 2023, the details of the general waste collection licenses held by our Group were as follows:

 

Licensee   Class of License   License number   Expiry Date
Primech A&P   A   A-08-011X-000   April 30, 2024
Maint-Kleen   A   A-19-025K-000   October 21, 2023

 

Pursuant to Regulation 7AA of the Environmental Public Health (General Waste Collection) Regulations read with Section 99(15) of the EPHA, where a licensee (a) is in breach of any restriction or condition subject to which the licence was granted or (b) has contravened any provision of the EPHA, the Director-General may suspend or cancel the licence; and in the case of (a), the Director-General may in lieu of or in addition to suspending or cancelling the licence, impose a financial penalty of any amount, not exceeding $5,000, unless the breach in (a) is an offence under the EPHA.

 

Any person who contravenes or fails to comply with any of the provisions of the Environmental Public Health (General Waste Collection) Regulations shall be guilty of an offence and shall be liable on conviction to a fine not exceeding S$10,000 and, in the case of a continuing offence, to a further fine not exceeding S$500 for every day during which the offence continues after conviction.

 

Control of Vectors and Pesticides Act 1998 of Singapore (the “CVPA”)

 

Under Section 2 of the CVPA, a vector control operator refers to a person who, in the course of any trade or business, undertakes or engages any work carried out for the purpose of the destruction, or prevention of the propagation or harboring, of any insect, including its egg, larva and pupa, and any rodent, including its young, carrying or causing, or capable of carrying or causing any disease to human beings. Under Section 24 of the CVPA, no person shall in the course of any trade or business, undertake or engage in vector control work or advertise or otherwise hold himself out as a vector control operator unless he is registered as a vector control operator under the CVPA.

 

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Under Section 30(1) of the CVPA, the registration of a vector control operator, vector control technician’s license and vector control worker’s certificate are each valid for three years from its date of grant. As of May 12, 2023, the details of the cleaning business licenses held by our Group were as follows:

 

Licensee   License number   Expiry Date
Primech A&P   NEA198801704H   July 3, 2024

 

Any person who undertakes any trade or business, or engages in vector control work without registration shall be guilty of an offence and shall be liable on conviction to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding three (3) months or to both and, in the case of a second or subsequent conviction, to a fine not exceeding S$50,000 or to imprisonment for a term not exceeding six (6) months or to both.

 

Contractors Registration System

 

The BCA administers the “CRS” which serves the procurement needs of Singapore government departments, statutory bodies and other public sector organizations including first level sub-contractors involved in Singapore government projects. Registration of a contractor with the BCA and the grade assigned to it is dependent on the contractor fulfilling the requisite grade requirements relating to, among others, track record, financial capacity, management certifications, and personnel qualifications.

 

In particular, a contractor may be registered under the following facilities management workheads with BCA:

 

FM01 Facilities Management which entails integrated facilities management and/or managing agent services by facilities management companies. In particular, the provision of integrated facilities management refers to the provision of at least two distinct maintenance services by the same company. The areas of distinct maintenance services include building maintenance services, mechanical and electrical maintenance services, security services, cleaning services, landscaping services and pest control services. The contract may deliver the services or outsource and manage sub-contractors.

 

FM02 Housekeeping, Cleansing, Desilting & Conservancy Service which entails cleaning and housekeeping services for offices, buildings, compounds, industrial and commercial complexes, desilting and cleansing of drains.

 

FM03 Landscaping which entails landscaping services including tree planting, turfing and grass cutting.

 

FM04 Pest Control which entails extermination and control of pests in installations, buildings and complexes.

 

The following table sets out the current registrations of our subsidiaries in the CRS as of December 31, 2022.

 

Company name   Workhead code   Grade   Expiry date
Primech A&P   FM01   M4   December 1, 2023
Primech A&P   FM02   L6   December 1, 2023
Primech A&P   FM04   L1   December 1, 2023
Maint-Kleen   FM02   L6   June 1, 2025

 

The tendering limit for projects in the public sector is determined by one’s qualified grade under the CRS.

 

The tendering limits under the FM01 are as follows:

 

Tendering limit  M1  M2   M3   M4 
(S$ million)               
April 1, 2020  Unlimited   30    10    1 

 

The tendering limits under the FM02 to FM04 Workheads are as follows:

 

Tendering limit  Single grade  L6  L5   L4   L3   L2   L1 
(S$ million)                       
July 1, 2022 to June 30, 2023  Unlimited  Unlimited   16    8    5    1.6    0.80 
July 1, 2023 to June 30, 2024  Unlimited  Unlimited   16    8    5    1.6    0.80 

 

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In order to apply for, maintain and renew the registrations under the CRS, there are different requirements to be complied with for different grades, including but not limited to, requirements relating to minimum paid up capital and net worth, employment of certain personnel with prescribed qualifications, and track record of past and current projects.

 

Workplace Safety and Health Act 2006 of Singapore (the “WSHA”)

 

The WSHA provides that every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of (a) his employees at work and (b) persons (not being his employees) who may be affected by any undertaking carried on by him in the workplace. These measures include, but are not limited to: (i) providing and maintaining for such persons a work environment which is safe, without risk to health, and adequate as regards to facilities and arrangements for their welfare at work; (ii) ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used by such persons; (iii) ensuring that such persons are not exposed to hazards arising out of the arrangement, disposal, manipulation, organization, processing, storage, transport, working or use of things in their workplace or near their workplace and under the control of the employer; (iv) developing and implementing procedures for dealing with emergencies that may arise while such persons are at work; and (v) ensuring that such persons at work have adequate instruction, information, training and supervision as is necessary for them to perform their work.

 

Under the WSHA, the Commissioner for Workplace Safety and Health (“Commissioner”) may serve a remedial or a stop-work order in respect of a workplace, for contravention or omission of any WSHA-specified condition.

 

Workplace Safety and Health (Incident Reporting) Regulations (the “WSHIR”)

 

Under Regulation 4 of the WSHIR, where any accident at a workplace occurs which leads to the death of any employee, the employer shall, as soon as is reasonably practicable but no later than 10 days after the accident, submit a report to the Commissioner.

 

Under Regulation 6 of the WSHIR, where an employee meets with an accident at a workplace on or after September 1, 2020, and the employee is certified by a registered medical practitioner or registered dentist to be unfit for work, or to require hospitalization or to be placed on light duties, on account of the accident, the employer shall submit a report to the Commissioner of the accident within 10 days after the date the employer first has notice of the accident.

 

Work Injury Compensation Act 2019 of Singapore (“WICA”)

 

WICA provides that if any personal injury is caused to an employee by accident arising out of and in the course of the employee’s employment with an employer, the employer shall be liable to pay compensation in accordance with the provisions of WICA. Any employer who fails to insure himself in accordance with WICA shall be guilty of an offence and shall be liable to, on conviction, a fine not exceeding S$10,000 or to imprisonment for a term not exceeding 12 months or to both, or if the employer is a repeat offender, to a fine not exceeding S$20,000 or to imprisonment for a term not exceeding 12 months or to both.

 

In this regard, certain of our subsidiaries have obtained a contract for insurance in accordance with WICA, with the current term for most subsidiaries covering up until December 31, 2023.

 

Employment Act 1968 of Singapore (the “Employment Act”)

 

The rights of all employees employed under a contract of service with our subsidiaries are governed under the Employment Act in particular, their rights to annual leave, sick leave and maternity leave, amongst others. In respect of (a) workmen who receive salaries not exceeding S$4,500 a month and (b) employees (other than workmen or persons employed in a managerial or an executive position) who receive salaries not exceeding S$2,600 a month, the Employment Act governs additional aspects of their conditions of service such as hours of work, overtime and rest day, amongst others.

 

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Employment of Foreign Manpower Act 1990 of Singapore (the “EFMA”)

 

The employment of foreign workers in Singapore is governed by the EFMA and regulated by MOM. In Singapore, under Section 5(1) of the EFMA, no person shall employ a foreign worker unless he has obtained in respect of the foreign worker a valid work pass. The foreign worker has to be employed and carry out duties in accordance with the conditions of his or her work pass. Any person who fails to comply with or contravenes Section 5(1) of the EFMA shall be guilty of an offence and shall:

 

(a)be liable on conviction to a fine of not less than S$5,000 and not more than S$30,000 or to imprisonment for a term not exceeding 12 months or to both; and

 

(b)on a second or subsequent conviction:

 

(i)in the case of an individual, be punished with a fine of at least S$10,000 and not more than S$30,000 and with imprisonment for a term of not less than one (1) month and not more than 12 months; or

 

(ii)in any other case, be punished, with a fine not less than S$20,000 and not more than S$60,000.

 

There are various employment passes available for foreign workers, namely, “Work Permits”, “S Passes” and “Employment Passes”. While there is no minimum qualifying salary for Work Permit holders, the minimum qualifying salary for S Pass holders is currently S$3,000 and for Employment Pass holders it is currently S$5,000.

 

The number of Work Permit and S Pass holders a company can hire in Singapore is limited by a quota (or dependency ratio ceiling) and subject to limitations, including conditions for source countries or regions, age when applying and maximum period of employment. The dependency ratio ceiling for foreign workers (whether Work Permit holders or S Pass holders) hired by a company within the services sector in Singapore is currently 35% of our total workforce.

 

The employment of foreign workers is also subject to the payment of levies. Companies which hire close to the maximum quota are required to pay higher levies. Currently the Group pays levies between S$300 to S$800 per month for each Work Permit holder, and S$330 per month for each S Pass holder.

 

Employment of Foreign Workers in the Services Sector

 

A company that wishes to employ foreign employees from NTS countries for conservancy cleaning services would have to first submit a completed prior approval form to the Work Pass Division of the MOM, and such prior approval form has to be endorsed by the supporting town council. Once the prior approval has been issued, the cleaning company may then proceed to submit a new work permit application for each NTS foreign employee. As of June 30, 2023, we employed 86 workers from Bangladesh across 12 projects under such approval.

 

An employer is also required to place a $5,000 security bond for each non-Malaysian work permit holder it wishes to employ. The bond is in the form of a banker’s or insurance guarantee to support the security bond. It is used to ensure that both the employer and the foreign employee comply with the conditions of the work permit. The employer is not permitted to ask the foreign employee to pay for the bond, and the bond must be purchased before the foreign employee arrives in Singapore.

 

Regulations on Anti-Money Laundering and Prevention of Terrorism Financing

 

The primary anti-money laundering legislation in Singapore is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992, or CDSA, provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, transfer or retention of such benefits.

 

The Terrorism (Suppression of Financing) Act 2002, or TSOFA, is the primary legislation for the combating of terrorism financing. It was enacted to give effect to the International Convention for the Suppression of the Financing of Terrorism. Besides criminalizing the laundering of proceeds derived from drug dealing and other serious crimes and terrorism financing, the TSOFA also requires any person in Singapore and any citizen of Singapore outside of Singapore who has information about any transaction in respect of any property belonging to any terrorist to immediately inform the Commissioner of Police of that fact or information. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability.

 

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Malaysia

 

Laws and Regulations in Malaysia In Relation to the Cleaning Business

 

MDTCL Approval for Unregulated Services

 

Under the Guidelines on Foreign Participation in the Distributive Trade Services (“Guidelines”), all foreign business operators engaged in the business of distribution and trade services in Malaysia are required to obtain approval from the Ministry of Domestic Trade and Cost of Living (“MDTCL”) in order to be able to apply for expatriate work permits and sometimes, to obtain or renew business premise licenses.

 

Under the Guidelines, “foreign participation” means any interests, associated group of interests or parties acting in concert which comprises of (i) individual who is not a Malaysia citizen; (ii) foreign company or institution; or (iii) local company whereby parties stated in (i) and (ii) herein hold more than 50 percent of the voting rights in the company.

 

As My All Services is currently wholly owned by Primech A & P Pte. Ltd. (a foreign company), which is ultimately owned by Mr. Kin Wai Ho, Mr. Jin Ngee Vernon Kwek and Mr. Cyrus Jun Ming Wen, who are foreigners under the Guidelines, My All Services is considered to be a company with foreign participation pursuant to the Guidelines.

 

Further, “distributive trade” is defined to comprise all linkage activities that channel goods and services from the supply chains to intermediaries for the purpose of resale or to the final buyers. Because My All Services supplies cleaning services as a business to the general public, it would be considered as engaging in distributive trade services under the Guidelines.

 

The services provided by My All Services would fall within the category of “various other distribution formats” and which is defined in the Guidelines as other type of distributive formats and unregulated sector not otherwise expressed in the Guidelines. In this regard, the MDTCL has issued a list of certain services under “unregulated” sub sectors and the following services are set out to be unregulated services under the purview of MDTCL:

 

disinfecting and exterminating services,

 

window cleaning services,

 

janitorial services and
  
other building cleaning services not otherwise classified.

 

Services provided by My All Services would therefore fall within the category of unregulated services and would subject My All Services to the approval and requirements imposed under the Guidelines by MDTCL. Accordingly, while the guidelines refer to “unregulated” services, such services are in fact regulated.

 

In addition to an approval from the MDTCL, a foreign owned entity carrying on unregulated services is recommended to comply with the Guidelines. The Guidelines do not have force of law and are merely reflective of government policy. While there are no legal sanctions or penalties for non-compliance with the Guidelines, compliance with the Guidelines is enforced administratively. For example, the Malaysian Immigration Department generally refuses to process work permit applications if the applicant company does not have the distributive trade approval.

 

As of the date of this prospectus, My All Services does not have and has not applied for the MDTCL approval under the Guidelines to supply cleaning services in Malaysia. Without the MDTCL approval, My All Services may not be able to apply for or renew any work permits for any foreign employees, or apply for or renew its business premise and signage license.

 

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As of the date of this prospectus, My All Services has not employed any foreign employees in Malaysia and does not currently require a business premise and signage license from any local authorities under the LGA as it does not operate its cleaning service business from any business premises.

 

Laws and Regulations in Malaysia in relation to Workplace Safety and Health

 

Occupational Safety and Health Act

 

The Occupational Safety and Health Act 1994 (“OSHA”) and its regulations apply throughout Malaysia to certain industries specified in the First Schedule to the OSHA, including the sanitary services industry. OSHA imposes general duties upon employers and employees to ensure workplace health and safety. Along with the regulations promulgated under OSHA, OSHA requires, among others, the establishment of workplace safety and health committees (where there are more than 40 persons employed at the place of work), the introduction of a policy statement regarding occupation safety and health and sets forth strict compliance requirements in relation to workplace accident notification. Contravention of the OSHA will render a person liable to a fine up to MYR50,000 and/or imprisonment for a term up to 2 years.

 

Laws and Regulations in Malaysia Relating to Employment

 

Employment Laws

 

In Malaysia, the legal rules governing the employment relationship include legislation that sets minimum employment standards; that governs trade unions; that establishes and regulates a national statutory pension fund; that provides social security protections; that sets minimum wages and minimum ages for retirement; and that establishes protections for laid off employees.

 

Employee’s Personal Data Protection

 

The Personal Data Protection Act 2010 (“PDPA”) regulates the processing of personal data in Malaysia. Briefly, the PDPA imposes legal obligations on employers (as data users) who process the personal data of its employees (as data subjects). Employers, as data users, are required to comply with the personal data protection principles prescribed under the PDPA which include the requirement to, among others, obtain an employee’s consent prior to processing his/her personal data, inform the employee that his/her personal data is being processed via written notice, specify reasons for the collection of the personal data, imposes responsibility for the protection of such personal data, ensure the accuracy of the personal data and requires permission to be given to employees to access the collected personal data. Contravention of such principles will render a person liable to a fine not exceeding MYR300,000 and/or imprisonment for a term not exceeding 2 years.

 

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PROPERTIES AND FIXED ASSETS

 

As at the date of this prospectus, (a) Primech A&P holds a sixty (60) year leasehold interest in 23 Ubi Crescent Singapore 40859 (expiring July 2057) with an area of 420.6 sq. m. and a sixty (60) year leasehold interest in 25 Ubi Crescent Singapore 408580 (expiring July 2057) with an area of 420.7 sq. m., and (b) CSG Industries holds a thirty (30) years interest (expiring in February 2038) in 50 Tuas Avenue 11 #01-22 Tuas Lot Singapore 639107. We have leased additional small offices in other Singapore and Malaysia cities.

 

On April 27, 2021, Primech A&P completed the acquisition of leasehold interest in 23 and 25 Ubi Crescent Singapore for approximately $6.7 million. The purchase price consisted of cash consideration of approximately $1.7 million and a loan obtained from the Lender of approximately $5.0 million.

 

To the best of our Directors’ knowledge and belief, there are no regulatory requirements or environmental issues that may materially affect our Group’s utilization of tangible fixed assets.

 

Pursuant to the terms of the leases entered into by our Company and/or relevant subsidiary, the lessor is entitled to unilaterally terminate the relevant lease in the event of, unpaid rent after a prescribed period, any breach of conditions, covenants or stipulations in such lease, or in the event of liquidation of the tenant. Our Directors are of the view that any unilateral termination by any lessor is unlikely to have a material impact on our Group’s business or operations as we believe that we will be able to secure leases for alternative premises in the event of such termination.

 

STAFF TRAINING

 

From time to time, we may send our employees who require specialized training to industry related courses and have sponsored our employees in their pursuit of higher education and development. We conduct specific training to equip our employees in our finance, administration and human resources departments with the relevant skills and knowledge to meet their job requirements. Such training includes in-house training conducted by our senior employees as well as training conducted by external speakers or consultants. Depending on the job requirements, we will also support our employees in these departments when they register for external courses.

 

The Singapore Workforce Skills Qualifications (“WSQ”) is a national credential system that trains, develops, assesses and certifies skills and competencies for the workforce. In particular, the Environmental Cleaning WSQ training framework caters to the training of cleaning crew, stewards and supervisors in the commercial and private residential cleaning, and public cleaning subsectors. In particular, as a requirement of our Clean Mark Awards, as of December 31, 2022:

 

75% of our cleaners are trained in any two modules under the WSQ Certificate in Environmental Cleaning or higher;

 

75% of our team leaders are trained in any two modules under the WSQ Higher Certificate in Environmental Cleaning or higher; and

 

75% of our supervisors are trained in any two modules under the WSQ Advanced Certificate in Environmental Cleaning.

 

In 2019, Primech A&P also signed a memorandum of undertaking with BATU (the Building Construction and Timber Industries Employee’s Union), e2i (the Employment and Employability Institute) and NTUC LearningHub (an affiliate of NTUC, the National Trades Union Congress in Singapore) to form a Company Training Committee which seeks to train our employees to have better job prospects by being ready for new technology and business models.

 

We also have a HomeHelpy Training Center for our employees working under “HomeHelpy”. The training center replicates an average home, with the necessary furnishings such as beds, stove, kitchenware etc. enabling our employees to hone their skills before they render services. In the future, we also intend to use this center to provide training in connection with specialized cleaning services such as cleaning of healthcare facilities, cleanrooms and data centers, as well as customer services. We also train employees to function as internal assessors and inspectors to ensure quality control of our cleaning services.

 

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AWARDS AND ACCREDITATIONS

 

The following is a description of the material accreditations we have received:

 

ISO 9001:2015 (Quality Management) which specifies requirements for a quality management system. Organizations use the standard to demonstrate the ability to consistently provide products and services that meet customer and regulatory requirements;

 

ISO 14001:2015 (Environmental Management) which specifies the requirements for an environmental management system that an organization can use to enhance its environmental performance;

 

ISO 45001:2018 (Occupational Health & Safety Management System) which specifies requirements for an occupational health and safety (“OH&S”) management system, and gives guidance for its use, to enable organizations to provide safe and healthy workplaces by preventing work-related injury and ill health, as well as by proactively improving its OH&S performance; and

 

bizSAFE Star status which is the highest possible accreditation which can be obtained under bizSAFE, a nationally recognized capability building program in Singapore designed to help companies build workplace safety and health capabilities. bizSAFE level 3 certificate is the minimum level required for any contracts and tenders with bizSAFE partners (selected organizations, typically larger organizations, that have influencing power in their business value chain), main construction firms, Singapore government sectors, etc.

 

Set out below is a list of the awards and accreditations our Group has received:

 

Expiry Date

  Recipient   Name of Award or Accreditation   Awarding Organization
December 14, 2023   Primech A&P   ISO 9001:2015 (Quality Management)   TÜV SÜD PSB Pte Ltd
December 14, 2023   Maint-Kleen   ISO 9001:2015 (Quality Management)   TÜV SÜD PSB Pte Ltd
December 14, 2023   HomeHelpy Singapore   ISO 9001:2015 (Quality Management)   TÜV SÜD PSB Pte Ltd
December 14, 2023   Primech A&P   ISO 14001:2015 (Environmental Management)   TÜV SÜD PSB Pte Ltd
December 14, 2023   Maint-Kleen   ISO 14001:2015 (Environmental Management)   TÜV SÜD PSB Pte Ltd
December 14, 2023   HomeHelpy Singapore   ISO 14001:2015 (Environmental Management)   TÜV SÜD PSB Pte Ltd
December 14, 2023   Primech A&P   ISO 45001:2018 (Occupational Health & Safety Management System)   TÜV SÜD PSB Pte Ltd
December 14, 2023   Maint-Kleen   ISO 45001:2018 (Occupational Health & Safety Management System)   TÜV SÜD PSB Pte Ltd
December 14, 2023   HomeHelpy Singapore   ISO 45001:2018 (Occupational Health & Safety Management System)   TÜV SÜD PSB Pte Ltd
December 14, 2023   Primech A&P   bizSAFE Star   Workplace Safety and Health Council
December 14, 2023   Maint-Kleen   bizSAFE Star   Workplace Safety and Health Council
May 22, 2024   Primech A&P   Clean Mark Gold Award   NEA
December 16, 2023   Maint-Kleen   Clean Mark Gold Award   NEA
April 2024   Primech A&P   Ordinary Membership   Environmental Management Association of Singapore

 

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QUALITY CONTROL AND ASSURANCE

 

Our subsidiaries have obtained various ISO accreditations in relation to our quality management and OH&S systems, as described under the section titled “General Information on our Group — Our Business Overview — Awards and Accreditations”.

 

On a day-to-day management basis, our site supervisors and foremen are responsible for checking that our employees have complied with our procedures and guidelines regarding workplace safety and quality control during the course of the work on site. In the event that there are complaints from our customers, our site supervisors and foremen will typically rectify any such issues on site immediately. Given that our services involve a large workforce and that a substantial part of our services are provided in connection with public areas, our Directors believe that complaints from customers or members of the public are not uncommon in our industry. In the event that a written complaint is received, we will record the complaint and detail any remedial/corrective steps taken and forward the same to the responsible operations manager. Depending on the nature of the complaint — whether it related to quality of services or other environmental, health or safety issues, the operations manager shall decide on the appropriate responses or follow-up measures to take, oversee their implementation and follow up with the customer accordingly.

 

ENVIRONMENTAL MATTERS

 

Our Group’s environmental impacts are managed by our Environmental, Occupational Health & Safety (EHS) team, under Human Resource department which administers our ISO 14001:2015 certified environmental management system and ensures that our Group is compliant with all applicable environmental laws and regulations. We employ the following measures to ensure compliance and mitigate the environmental impact across our business services:

 

Air quality and noise control: In general, our cleaning and disinfecting operations do not generate any air emissions, except from the use of company vehicles. Company vehicles are scheduled for routine inspection for emission compliance. In general, our cleaning and disinfecting operations do not generate high noise level. Regular maintenance is carried out on our selected machinery and equipment, such as company vehicles and floor-scrubbers, to ensure intended performance and ensure emissions are within acceptable level/ limits.

 

Waste and recyclables: Waste are segregated into general waste, toxic waste and recyclables. Waste and recyclables will be collected by the respective licensed collectors.

 

Energy: We generally consider energy-efficient products when procuring equipment and machinery. Such includes, but is not limited to, selecting of LED lights over conventional lightings and selecting air conditioning with good energy efficiency rating.

 

Wastewater management: At our contract sites, we minimize the use of water for cleaning and reuse water whenever possible. Domestic wastewater is disposed of as soon as practicable at designated disposal points after collection to avoid the collection of stagnant water for breeding of vectors.

 

Use of ecolabel products: We strive to use products endorsed under the Singapore Green Labelling Scheme, certified eco-friendly or equivalent, such as hand soap, floor cleaner and tissue paper, as these products have been certified or proven to have lesser undesirable effects on our environment.

 

Primech A&P is also currently a member of the Environmental Management Association of Singapore (“EMAS”). EMAS was established by service providers from contract cleaning, waste management and pest control industries, with an aim to provide a cohesive platform for companies in the environmental industry to raise the professionalism of the industry and to address the common concerns of environmental and hygienic services.

 

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RESEARCH AND DEVELOPMENT

 

Our research and development expenses were not significant in FY 2023 and FY 2022.

 

We are currently exploring the potential of applying EV charging technology, in particular the use of lithium-ion batteries, to our cleaning robots. Our cleaning robots are currently powered by lead acid batteries, which have long charge times and are less efficient than the lithium-ion batteries designed to be used in EVs. To this end, we are collaborating with Oyika Pte. Ltd., a company that builds battery swap and charging infrastructure for EVs, to develop swappable lithium-ion batteries for use in our cleaning robots, which will allow them to operate for a longer period of time (e.g., by way of replacing batteries) as compared to our current robots, which have to be charged during the day. At the same time, we intend to incorporate smart sensors to track performance and efficiency.

 

We are also in the exploratory stage of a collaboration with Ngee Ann Polytechnic to develop drones designed to perform façade and roof cleaning services, which would allow such hazardous cleaning jobs to be performed remotely by a pilot instead of by a team of workers. We do not own or operate an EV charging function.

 

ESTIMATED REVENUES UNDER CONTRACT

 

As of March 31, 2023, our contracted revenues for future fulfilment by our Group were approximately $104.7 million (S$138.9 million). The following table sets forth a breakdown of the value of our contracted revenues which we estimate to fulfil in FY 2024, FY 2025 and FY 2026 to FY 2027, subject to cancellations or other contractual changes which are not presently foreseeable:

 

   ($’000)   (%) 
Estimated amount of services contracted for at April 1, 2023 to be recorded in revenue for FY ending March 31, 2024   56,712    54.2 
Estimated amount of services contracted for at April 1, 2024, to be recorded in revenue for FY ending March 31, 2025   23,370    22.3 
Estimated amount of services contracted for at April 1, 2025 to be recorded in revenue for FY ending March 31, 2026 to March 31, 2027   24,585    23.5 
    104,667    100.0 

 

Our order book as at any particular date is not indicative of our revenue for succeeding periods as secured contracts are subject to cancellations, deferral or early termination by our customers.

 

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CORPORATE SOCIAL RESPONSIBILITY

 

We seek to improve lives and strengthen communities by fostering civic engagements through service and volunteerism. To this end, we have undertaken several corporate social responsibility initiatives, such as:

 

participating in the Metropolitan YMCA (“MYMCA”) Flag Day to fundraise for the underprivileged and those in need;

 

joining MYMCA for their Big Sweep Program to help improve living conditions for destitute elderly and families in need by cleaning and refurbishing their homes;

 

participating in community service programs led by Touch Community Services such as “Meals-on-Wheels” (a meal delivery program to meet the daily needs of home-bound elderly) and Home Improvement Programs (cleaning and refurbishing the homes of the elderly in need).

 

As part of our sustainability policy, we also, among others, practice recycling, avoid using paper products where unnecessary, and we use products with a lower environmental impact (e.g. ecolabels) in providing our cleaning services.

 

Our Directors intend to establish a corporate social responsibility policy which will formally address our Group’s impact on the local community.

 

COMPETITION

 

We operate in a competitive environment and face competition from new and existing competitors based in Singapore and elsewhere. In particular, the cleaning industry we operate in is highly fragmented with low barriers to entry. As of August 7, 2023, there were over 1,400 cleaning companies licensed by the NEA in Singapore. We believe that our primary competitors are large environmental services companies with an established presence in Singapore, such as the ISS Group, 800 Super Holdings, Weishen Industrial Services, Chye Thiam Maintenance Pte Ltd, Hygieia Group Limited and Ramky Cleantech Services Pte Ltd.

 

We believe that our competitive edge comes from our positioning as an innovative company and the quality of our services, which have allowed us not only to secure contracts with large organizations such as Singapore Changi Airport, educational institutions and large commercial banks, but also to maintain long-term relationships with these customers.

 

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MANAGEMENT

 

The following table sets forth information regarding our Directors and Executive Officers as at the date of this prospectus.

 

Name   Age   Position
Mr. Kin Wai Ho   48   Chief Executive Officer and Director
Mr. Yew Jin Sng   74   Senior Vice President, Business Development and Director
Mr. Hansel Loo   43   Senior Vice President, Operations
Mr. Khazid bin Omar   58   Senior Vice President, Corporate Services
Ms. Kit Yu Lee   37   Chief Financial Officer
Mr. William Mirecki   53   Independent Director Nominee
Mr. William Yuen   56   Independent Director Nominee
Dr. Kai Yue Jason Chan   49   Independent Director Nominee

 

The business and working experience and areas of responsibility of our Directors and Executive Officers are set out below:

 

Mr. Kin Wai Ho was appointed as the Chairman of our Company from November 2021 to January 2023 and redesignated as Chief Executive Officer in January 2023. He was appointed as a director of our Company in June 2021. Since February 2018, Mr. Ho co-founded and was subsequently an executive director of Sapphire Universe, an investment holding company. Since November 2021, Mr. Ho has been a non-executive director of Fit Boxx Holdings Limited, a retail company. From June 2017 to May 2023, Mr. Ho served as an independent director of Lapco Holdings Limited (HKEx: 8472), an environmental hygiene service company. Mr. Ho has also served as a director of Faith Elite Limited since May 2018, Ever Sound International Limited since December 2008, Oriental Unicorn Limited since October 2020, Ever App Limited since September 2013, Sapphire Universe Holdings Pte. Ltd since June 2020, Primech A & P since April 2018, and HomeHelpy since November 2019. From May 2018 to November 2021, Mr. Ho served as a vice chairman of Fit Boxx Holdings Limited, a company engaged in the sourcing, marketing, selling and distribution of a variety of beauty device products, fitness, health care products, and other related products. From September 2015 to September 2020, Mr. Ho served as the Chairman of the board of directors and chief executive officer of Jimu Group Limited (previously known as Ever Smart International Holdings Limited) (HKEx: 8187), a footwear design and development, production management, and logistics management service company. From 2009 to 2015, Mr. Ho served as an executive director of Ever Smart International Enterprise Limited, a footwear trading company. From 2003 to 2009, Mr. Ho served as a sales merchandiser of Betastar Trading Limited, a footwear trading private company. From 2000 to 2001, Mr. Ho served as a programmer at JP Morgan Chase & Co., a multinational investment bank and financial services holding company. Mr. Ho obtained a Bachelor of Science degree in Management from the Royal Holloway and Bedford New College, University of London in 1999 and a Master of Science in Interactive Multimedia from Middlesex University in 2001.

 

Mr. Yew Jin Sng was appointed as our Senior Vice President, Business Development in November 2021 and was appointed as a director of our Company in January 2023. Mr. Sng is responsible for the management of our Group’s key clients and supporting our President in formulating strategies in respect of client management. From April 2018 to December 2020, Mr. Sng served as the chief executive officer of Primech Services & Engrg Pte Ltd where he oversaw the management of the company’s business operations. Mr. Sng also has been serving as a director of Primech A & P and Primech Services & Engrg Pte Ltd since 2020 and 2013, respectively. Prior to joining us, Mr. Sng founded Megapact Agencies/Megapact Systems Services and partnered Transmarco Group to helm a joint venture software company, Datacom Services, as its general manager, in 1983, and left Datacom in 1985 to run Megapact Agencies as the managing director. From 1970 to 1980, Mr. Sng served as a systems manager of NCR Corporation in Singapore (NYSE: NCR), software, managed and professional services, consulting and technology company. From 1980 to 1983, Mr. Sng served as a divisional manager of Asian Computer Services Pte Ltd, a subsidiary of Haw Par Corporation. Mr. Sng obtained a Diploma in Management Studies from the Singapore Institute of Management in 1976.

 

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Mr. Hansel Loo was appointed as our Senior Vice President, Operations in November 2021. Mr. Loo is responsible for the management of onsite day-to-day operational matters. Mr. Loo joined Maint-Kleen in 2002 as a senior vice president. In May 2016, Mr. Loo was appointed as the executive director of Maint-Kleen, where he was responsible for overseeing the operations of the company. Mr. Loo obtained various industry-related certifications, including, a certificate on navigating through business uncertainties: business continuity plan from TÜV SÜD PSB Pte. Ltd. in 2020, completing the course on basic concept in construction productivity enhancement from the Building and Construction Authority in 2013, and completing the bizSAFE workshop for Company CEO / Top Management from the MOM in 2010. Mr. Loo received a certificate of office skills issued by Institution of Technical Education in 1998.

 

Mr. Khazid bin Omar was appointed as our Chief Executive Officer from November 2021 to January 2023 and was redesignated as Senior Vice President, Corporate Services in January 2023. He was appointed as director of our Company during December 2020 to January 2023. He joined Primech Services & Engrg Pte Ltd in April 2018 as the chief operating officer and was promoted to senior vice president in December 2020. Mr. Omar also has been serving as a director of Acteef Cleaning since August 2018, Primech A & P since 2020, and A & P Maintenance Services Pte Ltd since August 2018. From January 2002 to May 2017, Mr. Omar served as a director of housekeeping in the Fairmont Hotel Singapore, a company which operates a global chain of luxury hotels. Mr. Omar obtained a Bachelor’s degree in Business Administration from the Royal Melbourne Institute of Technology in 2005.

 

Ms. Kit Yu Lee was appointed as our Chief Financial Officer in November 2021. Ms. Lee joined us as the chief financial officer of Primech A & P Limited in March 2020. From August 2018 to November 2020, Ms. Lee served as the chief financial officer of Fit Boxx Holdings Limited, a retail company. From May 2015 to December 2019, Ms. Lee served as the deputy chief financial officer and subsequently the financial controller of Jimu Group Limited (previously known as Ever Smart International Holdings Limited) (HKEx: 8187), a footwear design and development, production management, and logistics management service company. From 2008 to 2015, Ms. Lee served as an audit associate, an audit senior, and with her last position as audit manager at Deloitte Touche Tohmatsu Limited in Hong Kong, a public accounting company. Ms. Lee obtained a Bachelor of Science in Accounting and Finance from the University of Warwick in 2008. She has been a member of the Hong Kong Institute of Certified Public Accountants since 2015.

 

Mr. William Mirecki has served as our independent director since October 2023. Mr. Mirecki has over 20 years of leadership experience in the distribution and sales and marketing business. Since 2000, Mr. Mirecki joined Wolverine World Wide, Inc. (NYSE: WWW) (“WWW”), a footwear manufacturing company. He has held different senior positions in WWW from May 2000 to March 2018, including director of global products of Hush Puppies from May 2000 to December 2003, regional vice president of lifestyle group from January 2004 to December 2011, regional vice president of Asia Pacific from January 2012 to March 2015, president of Hush Puppies from April 2015 to March 2018, and has been the managing director of Merrell Asia Pacific, WWW’s largest global brand, since April 2018. From 1999 to 2000, Mr. Mirecki served as a regional sales manager of Pfister & Vogel Leather Co., a company previously engaged in leather production. From 1993 to 1999, Mr. Mirecki served as a leather buyer, product development manager, and brand merchandise manager of Florsheim, Inc., a shoe brand company. Mr. Mirecki obtained a Bachelor’s degree in Liberal Arts, Minor in Criminal Justice and Business from Southern Illinois University in 1992.

 

Mr. William Yuen has served as our independent director since October 2023. Mr. Yuen has over 30 years of experience in accounting, internal controls assessment and financial management. Mr. Yuen has served as an independent director and the chairman of the audit committee of Weidai Ltd., a company listed on the over-the-counter market in the United States (OTC symbol: WEIDY), since November 2018, and as the chief financial officer and the company secretary of Neo Telemedia Limited, a company listed on the Hong Kong Stock Exchange (HKEx: 8167), since June 2016 and September 2017, respectively. Mr. Yuen has also served as the company secretary of Tonking New Energy Group Holdings Limited, a company listed on the Hong Kong Stock Exchange (HKEx: 8326), since June 2022 and served as a non-executive director of Dowway Holdings Limited, a company listed on the Hong Kong Stock Exchange (HKEx: 8403), from January 2022 to July 2022. Prior to that, Mr. Yuen worked in the global capital markets group and the audit and assurance department of Big Four accounting firms in Los Angeles and Hong Kong until 2008 and subsequently served in various capacities in several publicly listed companies in Hong Kong. Mr. Yuen received a bachelor’s degree in accounting from the University of Southern California in 1990. Mr. Yuen is a member of the American Institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Yuen is also a certified public accountant in the state of California and a Chartered Global Management Accountant.

 

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Dr. Kai Yue Jason Chan, MH, JP wi has served as our independent director since October 2023. Dr. Chan has been serving as an independent director of Bamboos Health Care Holdings Ltd (HKEx: 2293), a healthcare staffing service company since April 2019, as an independent director of Semk Holdings International Ltd (HKEx: 2250) since December 2021 and as an independent director of Sun Cheong Creative Development Ltd (HKEx: 1781) from December 2021 to May 2022. Dr. Chan has been Head of Information Technology, College of Professional and Continuing Education (CPCE) at The Hong Kong Polytechnic University (“PolyU”) since 2009. Dr. Chan has been further appointed as Assistant Dean (Innovation and Entrepreneurship) of CPCE since 2021 and Associate Dean (Development) since September 2022. Dr. Chan has also been serving as a visiting lecturer at School of Professional Education & Executive Development of PolyU since 2008. Dr. Chan has been appointed to several public services roles in Hong Kong. Dr. Chan has been served as a member of Property Management Services Authority since 2016, a member of Advisory Committee of the Innovation and Technology Venture Fund for Innovation and Technology Bureau since 2017, a member of the Steering Committee of Child Development Fund for Labour and Welfare Bureau since 2017, a co-opted member of Consumer Council since 2018, a member of the Dissemination and Promotion Sub-committee of the Quality Education Fund for Education Bureau since 2019, a member of the Entrepreneurship Committee Advisory Group for Hong Kong Cyberport since 2020, a member of Board of Governors of Prince Philip Dental Hospital since 2020. Dr. Chan was appointed as Justice of the Peace (JP) and awarded the Medal of Honour (MH) by the Government of the Hong Kong Special Administrative Region in June 2017 and July 2021 respectively. Dr. Chan graduated from The City University of Hong Kong with a Bachelor of Arts in Public and Social Administration with First Class Honours in 1998. He further obtained a Master of Science degree in Computing at the City University of Hong Kong in 2004 and a Master of Educational Technology degree at The University of British Columbia in 2005. Dr. Chan completed the Stanford Certified Project Manager certificate program at Stanford University in 2007 and his doctorate in Doctor of Education at The University of Bristol in 2010.

 

Employment of Foreign Manpower Act

 

The EFMA provides that no person shall employ a foreign employee within Singapore otherwise than in accordance with the conditions of the foreign employee’s work pass. A work pass for a foreign employee shall be valid only in respect of the employer and the foreign employee specified therein.

 

Mr. Kin Wai Ho is the Chairman and a member of the Board of Directors of Primech Holdings Ltd, and Ms. Kit Yu Lee is its Chief Financial Officer. Both Mr. Kin Wai Ho and Ms. Kit Yu Lee are citizens of Hong Kong.

 

Mr. Kin Wai Ho and Ms. Kit Yu Lee obtained valid work passes for Primech A&P effective in October 2020 which expired in October 2022 and were subsequently renewed to be effective up till October 2024. Mr. Kin Wai Ho has been based in Singapore since August 2021. During this period, Mr. Kin Wai Ho is also a director of Primech Holdings Ltd and HomeHelpy. Ms. Kit Yu Lee was based in Singapore between October 2020 to December 2020. During the abovementioned period, and Ms. Kit Yu Lee also held (and continues to hold) directorships in Maint-Kleen and Acteef Cleaning. Such statutory directorships in other entities, including affiliates, are considered to be alternate employment under the EFMA, and should have required Letters of Consent from MOM. As such, Mr. Kin Wai Ho and Ms. Kit Yu Lee were in technical breach of the EFMA in their individual capacity for being in employment of an employer without a valid work pass.

 

Mr. Kin Wai Ho, in respect of his role in Primech Holdings Ltd. and HomeHelpy, and Ms. Kit Yu Lee, in respect of her role in Primech Holdings Ltd., CSG, Maint-Kleen, Acteef Cleaning and Princeston International, filed the documents requesting letters of consent with MOM and these were obtained on November 29, 2021 and December 9, 2021, as the case may be. For completeness, prior to these dates, our Company, HomeHelpy, Maint-Kleen, and Acteef Cleaning were technically in breach of the EFMA for employing foreign employees otherwise than in accordance with their work passes.

 

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The penalties for each of the above breaches include a fine, imprisonment or both. Nevertheless, we believe that significant fines or imprisonment are only a theoretical risk, and while there have been technical breaches of the EFMA in the past, we are not aware of MOM having taken such serious enforcement action where, as in this case, the individuals in question do hold employment passes for one or more related entities despite not having all the required letters of consent.

 

Employment Agreements and Director Agreements

 

We have entered into employment agreements with each of our executive officers, pursuant to which such individuals have agreed to serve as our executive officers for a period of three years from the effective date of the registration statement. We may terminate the employment for cause at any time for certain acts, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate the employment without cause at any time upon 3 months’ advance written notice. Each executive officer may resign at any time upon 3 months’ advance written notice.

 

Each executive officer has agreed to hold, both during and after the termination or expiry of his employment agreement, in strict confidence and not to use, except as required in the performance of his duties in connection with the employment or pursuant to applicable law, any of our confidential or proprietary information or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. Each executive officer has also agreed to disclose in confidence to us all inventions, designs and trade secrets which he conceives, develops or reduces to practice during his employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

 

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of the employment and for one year following the last date of employment. Specifically, each executive officer has agreed not to: (i) engage or assist others in engaging in any business or enterprise that is competitive with our business, (ii) solicit, divert or take away the business of our clients, customers or business partners, or (iii) solicit, induce or attempt to induce any employee or independent contractor to terminate his or her employment or engagement with us. The employment agreements also contain other customary terms and provisions.

 

We have also entered into director agreements with each of our directors which agreements set forth the terms and provisions of their engagement.

 

Board of Directors

 

Composition of our Board of Directors

 

Our Board of Directors consists of five directors. A director is not required to hold any shares in our Company to qualify to serve as a director. The Corporate Governance Rules of the NASDAQ generally require that a majority of an issuer’s board of directors must consist of independent directors. Our Board of Directors has determined that each of Mr. William Yuen, Mr. William Mirecki and Dr. Kai Yue Jason Chan is an “independent director” as defined under the Nasdaq rules. Our Board of Directors is composed of a majority of independent directors.

 

Committees of the Board of Directors

 

We established an audit committee, a compensation committee and a nominating and corporate governance committee under our Board of Directors. We adopted a charter for each of the three committees. Each committee’s members and functions are described below.

 

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Audit Committee.

 

Our audit committee consists of our three independent directors, and will be chaired by Mr. William Yuen. We have determined that each member of our audit committee will satisfy the requirements of Section 303A of the Corporate Governance Rules/ Rule 5605(c)(2) of the Listing Rules of the NASDAQ and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Mr. William Yuen qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee is responsible for, among other things:

 

reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor;

 

approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually;

 

reviewing with the Independent Registered Public Accounting Firm any audit problems or difficulties and management’s response;

 

discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices;

 

reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

 

discussing the annual audited financial statements with management and the Independent Registered Public Accounting Firm;

 

reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures;

 

approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function;

 

establishing and overseeing procedures for the handling of complaints and whistleblowing; and

 

meeting separately and periodically with management and the Independent Registered Public Accounting Firm.

 

Compensation Committee.

 

Our compensation committee consists of our three independent directors and will be chaired by Mr. William Mirecki. We have determined that each member of our compensation committee will satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the NASDAQ. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our Directors and Executive Officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

 

overseeing the development and implementation of compensation programs in consultation with our management;

 

at least annually, reviewing and approving, or recommending to the board for its approval, the compensation for our Executive Officers;

 

at least annually, reviewing and recommending to the board for determination with respect to the compensation of our non-executive directors;

 

at least annually, reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements;

 

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reviewing Executive Officer and director indemnification and insurance matters; and

 

overseeing our regulatory compliance with respect to compensation matters, including our policies on restrictions on compensation plans and loans to Directors and Executive Officers.

 

Nominating and Corporate Governance Committee.

 

Our nominating and corporate governance committee consists of our three independent directors, and will be chaired by Dr. Kai Yue Jason Chan. We have determined that each member of our nominating and corporate governance committee will satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the NASDAQ. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the Board and its committees. The nominating and corporate governance committee is responsible for, among other things:

 

recommending nominees to the Board for election or re-election to the Board, or for appointment to fill any vacancy on the Board;

 

reviewing annually with the Board the current composition of the Board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us;

 

developing and recommending to our Board such policies and procedures with respect to nomination or appointment of members of our Board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or NASDAQ rules, or otherwise considered desirable and appropriate;

 

selecting and recommending to the Board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and

 

evaluating the performance and effectiveness of the Board as a whole.

 

Code of Business Conduct and Ethics

 

In connection with the IPO, we adopted a code of business conduct and ethics, which is applicable to all of our directors, executive officers and employees and is publicly available.

 

Duties of Directors

 

Under Singapore law, all of our directors owe fiduciary duties to our Company, a duty to act honestly and to use reasonable diligence in the discharge of their duties. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our Constitution, as amended from time to time. Our Company has the right to seek damages if a duty owed by any of our directors is breached. You should refer to the section titled “Description of Share Capital and Constitution — Comparison of Shareholder Rights” for additional information on the standard of corporate governance under Singapore law.

 

Interested Transactions

 

A director may, subject to any separate requirement for audit and risk committee approval under applicable law or applicable NASDAQ rules, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

 

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Foreign Private Issuer Exemption

 

We are a “foreign private issuer,” as defined by the SEC. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

 

Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD.

 

Exemption from Section 16 rules regarding sales of Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

 

Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require Board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

 

Exemption from the requirement that our Board of Directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

 

Exemption from the requirements that director nominees are selected, or recommended for selection by our Board of Directors, either by (i) independent directors constituting a majority of our Board of Directors’ independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors, and that a formal written charter or Board resolution, as applicable, addressing the nominations process is adopted.

 

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our Shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

 

Although we are permitted to follow certain corporate governance rules that conform to Singapore requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders.

 

Other Corporate Governance Matters

 

The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including us, to comply with various corporate governance practices.

 

Because we are a foreign private issuer, our members of our Board of Directors, executive board members and senior management are not subject to short-swing profit and insider trading reporting obligations under section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under section 13 of the Exchange Act and related SEC rules.

 

We may also be eligible to utilize the controlled company exemptions under the Nasdaq corporate governance rules if more than 50% of our voting power is held by an individual, a group or another company. Pursuant to the Nasdaq corporate governance rules, in order for a group to exist, such shareholders must have publicly filed a notice that they are acting as a group (i.e., a Schedule 13D). We do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of the IPO except as disclosed in this prospectus.

 

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COMPENSATION

 

For the years ended March 31, 2023 and 2022, we paid an aggregate of approximately $982,000 (S$1,347,000) and approximately $998,000 (S$1,346,000), respectively in cash and benefits in-kind granted to or accrued on behalf of all of our directors and members of senior management for their services, in all capacities, and we did not pay any additional compensation to our directors and members of senior management. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our Executive Officers and Directors.

 

EMPLOYEES

 

As of June 30, 2023, our Group had a workforce of 3,133, comprising employees who are all located within our offices in Singapore and Malaysia.

 

There were no material changes to the number of employees hired by our Group in the last three financial years, save that the number of employees increased from 2,400 as of March 31, 2021 to 3,133 as of June 30, 2023, primarily due to increase in projects serviced by our Group which result in increase in number of personnel to perform these services. As of June 30, 2023, none of our employees are related to our Directors and Major Shareholders. Any new employment of related employees and the proposed terms of their employment will be subject to the review and approval of our Compensation Committee. In the event that a member of our Compensation Committee is related to the employee under review, he will abstain from the review.

 

We do not employ a significant number of temporary employees. A certain number of our employees are members of the Building Construction And Timber Industries Employees Union. The rest of our employees are not unionized. The relationship and co-operation between the management and staff have been good and are expected to continue and remain as such in the future. There has not been any incidence of work stoppages or labor disputes which affected our operations.

 

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PRINCIPAL SHAREHOLDERS

 

The table below sets out the names of each Major Shareholder and Director, and the number and percentage of Shares in which each of them has an interest (whether direct or deemed) as of the date of this prospectus and immediately after the completion of the IPO.

 

The following table sets forth information regarding the beneficial ownership of our Shares as of the date of this prospectus by our officers, directors, and 5% or greater beneficial owners of Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Shares. The following table assumes that none of our officers, directors or 5% or greater beneficial owners of our Shares will purchase shares in the IPO. In addition, the following table assumes that the over-allotment option has not been exercised. Holders of our Shares are entitled to one (1) vote per share and vote on all matters submitted to a vote of our Shareholders, except as may otherwise be required by law.

 

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

 

   Shares
Beneficially Owned
Prior to the IPO(2)
   Shares
Beneficially Owned
After the IPO(3)
 
Name of Beneficial Owners(1)  Number   %   Number   % 
5% Shareholders                
Sapphire Universe(2)   31,287,750    96.27%   31,287,750    88.01%
Mr. Kin Wai Ho(2)   15,174,250    46.69%   15,174,250    42.68%
Mr. Jin Ngee Vernon Kwek(2)   4,849,000    14.92%   4,849,000    13.64%
Mr. Cyrus Jun Ming Wen(2)   11,264,500    34.66%   11,264,500    31.69%
                     
Directors and Executive Officers(1):                    
Mr. Kin Wai Ho(2)   15,174,250    46.69%   15,174,250    42.68%
Mr. William Mirecki                
Mr. William Yuen                
Dr. Kai Yue Jason Chan                
Mr. Khazid bin Omar                
Mr. Hansel Loo                
Mr. Yew Jin Sng                
Ms. Kit Yu Lee                
All directors and executive officers as a group (8 persons)   15,174,250    46.69%   15,174,250    42.68%

 

 

(1)Unless otherwise noted, the business address of each of the following entities or individuals is 23 Ubi Crescent, Singapore 408579

(2)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. Jin Ngee Vernon Kwek owns and controls Bright Oracle Limited. As such, Mr. Jin Ngee Vernon Kwek is deemed to beneficially own 4,849,000 Shares held through Bright Oracle Limited. Mr. Kin Wai Ho owns and controls Oriental Unicorn Limited. As such, Mr. Kin Wai Ho is deemed to beneficially own 15,174,250 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 11,264,500 Shares held through Shining Valkyrie Development Limited. The registered address for Sapphire Universe is 3rd Floor, J & C Building, P.O. Box 933, Road Town, Tortola, British Virgin Islands, VG1110.

(3)Assumes the sales of our Ordinary Shares by the Selling Shareholder pursuant to the Resale Prospectus filed contemporaneously herewith.

 

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RELATED PARTY TRANSACTIONS

 

The following is a summary of transactions since 2018 to which we have been a party and in which any members of our Board of Directors, any Executive Officers, or Major Shareholder had, has or will have a direct or indirect material interest, other than compensation arrangements which are described under the section of this prospectus captioned “General Information on our Group — Management”.

 

Restructuring Agreement

 

On November 11, 2021, the Company entered into a restructuring agreement with Primech A&P, Sapphire Universe Holdings Pte. Ltd. and Sapphire Universe in connection with the Restructuring Exercise, specifically the acquisitions of Acteef Cleaning, HomeHelpy, Primech A&P, and Maint-Kleen Pte. In connection with the Restructuring Exercise, the Company on November 22, 2021 issued 32,499,998 Shares to Sapphire Universe in exchange for all the issued and outstanding shares of Acteef Cleaning, HomeHelpy, Primech A&P, and Maint-Kleen. Upon the consummation of the Restructuring Exercise, the Company is the sole shareholder of Acteef Cleaning, HomeHelpy, Primech A&P, and Maint-Kleen. Sapphire Universe is, as of the date of this prospectus, a Major Shareholder.

 

Share Sale and Purchase Agreement

 

On April 1, 2021, the Company, as purchaser, entered into a share sale and purchase agreement with Vernon Kwek Jin Ngee, as seller, in connection with the purchase of shares of Princeston International. Pursuant to this agreement, the Company acquired all the issued and outstanding shares of Princeston International for a purchase price of approximately $ 0.8 million (S$1.1 million) paid in cash. Vernon Kwek Jin Ngee is a Major Shareholder. Through Bright Oracle Limited, Vernon Kwek Jin Ngee holds a 14.92% equity interest of the Company before the IPO.

 

Related Party Transactions with Subsidiaries

 

As of March 31, 2021, the Company had net receivables due from Princeston International of $40,783 and $56,230, respectively.

 

For the fiscal year ended March 31, 2021, the Company recorded revenue of $150,613 from Princeston International, and incurred cost of revenue of $2,050,515, and general and administrative expenses of $1,881,601, each due to Princeston International. During the year ended March 31, 2020, the Company recorded revenue $34,443 from Princeston International, and incurred cost of revenue of $663,085 and general and administrative expenses of $246,281, each due to Princeston International.

 

Bank Facilities and Personal and Corporate Guarantees

 

Our Company and its subsidiaries have entered into bank facilities to finance their operations from time to time. Certain of these facilities have been guaranteed by Major Shareholders, Directors, and/or Executive Officers, as further provided below.

 

Primech A&P entered into a business property financing facility dated March 30, 2021, and supplemented on February 10, 2023 and August 11, 2023, with the Lender in an aggregate amount of approximately $5.0 million (S$6.7 million). This facility was drawn down on April 1, 2021 that matures in April 2041. Each of Ho Kin Wai, the Chairman of our Company, Kwek Jin Ngee Vernon, a Major Shareholder, and Yew Jin Sng, our Senior Vice President of Business Development, provided a personal guarantee to the Lender, and Sapphire Universe provided a corporate guarantee to the Lender in connection with this facility.

 

Primech Services & Engrg entered into a temporary bridging loan dated October 21, 2020, with the Lender in an aggregate amount of approximately $3.7 million (S$5.0 million), that matures in March 2026. After the amalgamation of A & P Maintenance and Primech Services & Engrg, Primech A&P entered into four supplemental letters with the Lender on May 5, 2021, August 3, 2021, July 26, 2022 and July 28, 2023, respectively. Each of Ho Kin Wai, Kwek Jin Ngee Vernon, and Yew Jin Sng provided a personal guarantee to the Lender in connection with this temporary bridging loan.

 

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Primech Services & Engrg entered into a banking facility agreement dated July 20, 2018, with the Lender in an aggregate amount of approximately $3.3 million (S$4.5 million). In connection with the amalgamation of A & P Maintenance and Primech Services & Engrg, Primech A&P entered into two supplemental letters with the Lender on May 5, 2021 and August 2, 2018, respectively. Each of Ho Kin Wai, Kwek Jin Ngee Vernon, and Yew Jin Sng provided a personal guarantee to the Lender and Sapphire Universe provided a corporate guarantee to the Lender in connection with this facility. This facility has been replaced by the new overdraft, guarantee and corporate card facility agreement dated July 26, 2022 which Primech A&P entered into with the Lender, as detailed below.

 

A&P Maintenance entered into an overdraft facility dated April 25, 2019, with the Lender in an aggregate amount of approximately $0.7 million (S$1.0 million). In connection with the amalgamation of A & P Maintenance and Primech Services & Engrg, Primech A&P entered into a supplemental letter with the Lender on May 5, 2021. Each of Ho Kin Wai, Kwek Jin Ngee Vernon, and Yew Jin Sng provided a personal guarantee to the Lender and Sapphire Universe provided a corporate guarantee to the Lender in connection with this facility. This facility has been replaced by the new overdraft, guarantee and corporate card facility agreement dated July 26, 2022 which Primech A&P entered into with the Lender, as detailed below.

 

Primech Services & Engrg entered into a recourse receivables purchase facility agreement dated July 20, 2018, with the Lender in an aggregate amount of approximately $3.0 million (S$4.0 million). After the amalgamation of A & P Maintenance and Primech Services & Engrg, Primech A&P entered into a supplemental letter with the Lender on September 28, 2021 pursuant to which this facility was increased to approximately $6.0 million (S$8.0 million), a second supplement letter dated August 15, 2022 and a third supplemental letter dated July 28, 2023. Each of Ho Kin Wai, Kwek Jin Ngee Vernon, and Yew Jin Sng, provided a personal guarantee to the Lender in connection with this recourse receivables purchase facility.

 

Maint-Kleen entered into a recourse receivables purchase facility agreement dated June 5, 2020 and supplemented on July 27, 2020 and August 18, 2022, with the Lender in an aggregate amount of approximately $1.3 million (S$1.8 million). Each of Ho Kin Wai and Kwek Jin Ngee Vernon provided a personal guarantee to the Lender and Sapphire Universe Holdings Limited provided a corporate guarantee to the Lender in connection with this recourse receivables purchase facility.

 

Maint-Kleen entered into an overdraft banking facility agreement dated July 30, 2020, with the Lender in an aggregate of $0.37 million (S$500,000). In connection with the amalgamation, Maint-Kleen entered into a supplemental letter with the Lender on May 5, 2021. Ho Kin Wai and Kwek Jin Ngee Vernon, provided a personal guarantee to the Lender, and Sapphire Universe Holdings Limited provided a corporate guarantee to the Lender in connection with this facility. Primech A&P provided a corporate guarantee to the Lender in connection with this overdraft banking facility. This facility has been replaced by the new overdraft facility agreement dated July 14, 2022 which Maint-Kleen entered into with the Lender, as detailed below.

 

Primech A&P entered into a term loan banking facility agreement dated June 28, 2022, with the Lender in an aggregate amount of approximately $1.0 million (S$1.4 million), and supplemented on July 28, 2023. Each of Ho Kin Wai, Kwek Jin Ngee Vernon and Yew Jin Sng provided a personal guarantee to the Lender and Sapphire Universe Holdings Limited provided a corporate guarantee to the Lender in connection with this term loan banking facility.

 

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Primech A&P entered into an overdraft, guarantee and corporate credit card facility agreement dated July 26, 2022, and supplemented on February 10, 2023 and July 28, 2023, with the Lender in an aggregate amount of approximately $7.8 million (S$10.4 million). The aggregate amount under this facility agreement will be revised to an aggregate amount of approximately $6.0 million (S$8.0 million) after November 25, 2022. Each of Ho Kin Wai, Kwek Jin Ngee Vernon and Yew Jin Sng provided a personal guarantee to the Lender and Sapphire Universe Holdings Limited provided a corporate guarantee to the Lender in connection with this overdraft, guarantee and corporate credit card facility agreement.

 

Maint-Kleen entered into an overdraft facility agreement dated July 14, 2022, with the Lender in an aggregate amount of approximately $0.37 million (S$0.5 million). Each of Ho Kin Wai and Kwek Jin Ngee Vernon provided a personal guarantee to the Lender and each of Primech A&P and Sapphire Universe Holdings Limited provided a corporate guarantee to the Lender in connection with this overdraft facility.

 

Princeston entered into an overdraft facility agreement dated July 20, 2022, with the Lender in an aggregate amount of approximately $0.15 million (S$0.2 million). No security has been provided in respect of this facility agreement.

 

Primech A&P entered into a term loan banking facility agreement dated December 28, 2022, with the Lender in an aggregate amount of approximately $0.3 million (S$0.4 million), and supplemented on July 28, 2023. Each of Ho Kin Wai, Kwek Jin Ngee Vernon and Yew Jin Sng provided a personal guarantee to the Lender and Sapphire Universe Holdings Limited provided a corporate guarantee to the Lender in connection with this term loan banking facility.

 

Sapphire Universe is the borrower under a loan agreement with the Lender dated December 16, 2019, in the amount of approximately $2.6 million (S$3.6 million), which was obtained in connection with Sapphire Universe’s acquisition of Maint-Kleen. The Lender has a security interest over the assets of Maint-Kleen, and Primech A&P has also guaranteed this loan. This loan has also been personally guaranteed by Ho Kin Wai and Kwek Jin Ngee Vernon.

 

Indemnities Issued to Insurance Providers

 

As at March 31, 2023, Kwek Jin Ngee Vernon, an indirect Major Shareholder, Khazid Omar, Senior Vice President of Corporate Services (as redesignated in January 2023), Yew Jin Sng, our Senior Vice President of Business Development, and Hansel Loo, our Senior Vice President of Operations, each provided a personal guarantee in favor of the relevant providers for certain indemnities amounting to approximately $4.5 million (S$6.0 million) the relevant insurance provider for performance bonds in respect of service contracts to customers undertaken by the Group.

 

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POTENTIAL CONFLICTS OF INTEREST

 

Save as disclosed below and in the section titled “Related Party Transactions” of this prospectus, none of our Directors, Major Shareholders or any of their associates has an interest, direct or indirect:

 

(a)in any transaction to which our Group was or is to be a party;

 

(b)in any entity carrying on the same business or dealing in similar services which competes materially and directly with the existing business of our Group; and

 

(c)in any enterprise or company that is our Group’s client or supplier of goods and services.

 

In June 2017, Mr. Kin Wai Ho was appointed as the independent non-executive director of Lapco Holdings Limited in connection with its listing on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited. Mr. Kin Wai Ho is also a member of the audit committee, remuneration committee and nomination committee of Lapco Holdings Limited. Lapco Holdings Limited is a one-stop environmental hygiene services provider based in Hong Kong covering cleaning services, pest management services, waste management and recycling services and landscaping services. Lapco Holdings Limited provides services to a wide range of venues in Hong Kong including streets, cultural, leisure and recreational premises, residential premises, commercial buildings, markets, restaurants and academic institutions. Its major customers include the Hong Kong Government, property management companies and other corporations in the private sector. Save for Mr. Kin Wai Ho’s independent directorship in Lapco Holdings Limited, Lapco Holdings Limited and our Group are unrelated with no business relationships with each other. Mr. Ho resigned as independent non-executive director of Lapco Holdings Limited in May 2023.

 

There is presently no conflict of interest between Lapco Holdings Limited and our Group as we operate in distinct geographical areas without overlap. To mitigate any risk that Lapco Holdings Limited may expand into South East Asia, Mr. Kin Wai Ho, has provided an irrevocable undertaking dated February 28, 2022, that for so long as he is the independent non-executive director of Lapco Holdings Limited, and Chairman of our Company:

 

(a)he shall abstain from voting at the relevant board meetings of Lapco Holdings Limited in relation to proposals to expand their business operations into South East Asia;

 

(b)he shall abstain from voting at the relevant board meetings of our Company in relation to proposals to expand our business operations into Hong Kong; and

 

(c)he shall not carry out or be involved in any business similar to or competing with the business carried out by our Group from time to time. In particular, should Lapco Holdings Limited expand any of their business operations into South East Asia or if our Group expands its business operations into Hong Kong, Mr. Kin Wai Ho shall step down from his role as an independent non-executive director of Lapco Holdings Limited, as soon as practicable.

 

The undertaking shall commence from the Listing and shall terminate with immediate effect upon the date of (i) him no longer being a director and a Major Shareholder of our Company or (ii) upon privatization of our Company, whichever is earlier.

 

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In addition, we believe that any potential conflicts of interest are further mitigated by the following:

 

(a)our Directors have a duty to disclose their interests in respect of any contract, proposal, transaction or any other matter whatsoever in which they have any personal material interest, directly or indirectly, or any actual or potential conflicts of interest (including conflicts of interest that arise from their directorship(s) or executive position(s) or personal investments in any other corporation(s)) that may involve them. Upon such disclosure, such Directors shall not participate in any proceedings of our Board of Directors, and shall in any event abstain from voting in respect of any such contract, arrangement, proposal, transaction or matter in which the conflict of interest arises, unless and until our Audit Committee has determined that no such conflict of interest exists;

 

(b)our Audit Committee is required to examine the internal procedures put in place by our Company to determine if such procedures put in place have become inappropriate or insufficient in the event of changes to the nature of, or manner in which, the business activities of our Group, our joint ventures or the interested persons are conducted, or if they are sufficient to ensure that Related Party Transactions are conducted on normal commercial terms and will not be prejudicial to our Company and its Shareholders;

 

(c)our Audit Committee will review any actual or potential conflicts of interest that may involve our Directors as disclosed by them to our Board. Upon disclosure of an actual or potential conflict of interests by a Director, our Audit Committee will consider whether a conflict of interests does in fact exist. A Director who is a member of our Audit Committee will not participate in any proceedings of our Audit Committee in relation to the review of a conflict of interests relating to him or her. The review will include an examination of the nature of the conflict and such relevant supporting data, as our Audit Committee may deem reasonably necessary;

 

(d)our Audit Committee will also monitor the investments in our customers, suppliers and competitors made by our Directors, Major Shareholders and their respective associates who are involved in the management of or have shareholding interests in similar or related business of our Company (to the extent as disclosed by them to our Audit Committee) and make assessments on whether there are any potential conflicts of interest;

 

(a)our Directors owe fiduciary duties to us, including the duty to act in good faith and in our best interests. Our Directors are also subject to a duty of confidentiality that precludes a Director from disclosing to any third party (including any of our Shareholders or their associates) information that is confidential.

 

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SELLING SHAREHOLDER

 

The following table sets forth the names of the Selling Shareholder, the number of Ordinary Shares owned by such Selling Shareholder immediately prior to the date of this Resale Prospectus and the number of Shares to be offered by the Selling Shareholder pursuant to this Resale Prospectus. The table also provides information regarding the beneficial ownership of our Ordinary Shares by the Selling Shareholder as adjusted to reflect the assumed sale of all of the Shares offered under this Resale Prospectus.

 

Percentages of beneficial ownership before the Resale Offering are based on 32,500,000 Ordinary Shares outstanding as at the date of this Resale Prospectus. Beneficial ownership is based on information furnished by the Selling Shareholder. Unless otherwise indicated and subject to community property laws where applicable, the Selling Shareholder named in the following table has, to our knowledge, sole voting and investment power with respect to the Shares beneficially owned by him, her or it.

 

The Selling Shareholder is not a broker dealer or an affiliate of a broker dealer. The Selling Shareholder has no agreement or understanding to distribute any of the Ordinary Shares being registered. The Selling Shareholder may offer for sale from time to time any or all of the Shares, subject to the agreements described in the “Selling Shareholder Plan of Distribution.” The table below assumes that the Selling Shareholder will sell all of the Shares offered for sale hereby:

 

Name of Selling Shareholder  Ordinary
Shares
Beneficially
Owned Prior
to the Resale
Offering(1)
   Maximum
Number of
Ordinary
Shares to be
Sold
   Number of
Ordinary
Shares
Owned
after the
Resale
Offering
   Percentage
Ordinary
Shares
Ownership
After the
Resale
Offering (%)
 
Numenor Group Limited(2)   712,500    712,500    0    0%

 

 

(1)Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into Ordinary Shares, or convertible or exercisable into our Ordinary Shares within 60 days of the date hereof are deemed outstanding. Such Shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the above table, the Selling Shareholder named in the table has sole voting and investment power with respect to the Shares set forth opposite such shareholder’s name.
(2)The address of Numenor Group Limited is Room 2, Floor 11, Block B, Hang Tung Building, Bute Street 26, Mongkok, Hong Kong.

 

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SELLING SHAREHOLDER PLAN OF DISTRIBUTION

 

The Selling Shareholder and any of its pledgees, donees, assignees and successors-in-interest may, from time to time, sell any or all of their Ordinary Shares being offered under this Resale Prospectus on any stock exchange, market or trading facility on which our Ordinary Shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholder may use any one or more of the following methods when disposing of Shares:

 

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

block trades in which the broker-dealer will attempt to sell the Shares as agent but may position; and resell a portion of the block as principal to facilitate the transaction;

 

purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

 

an exchange distribution in accordance with the rules of the applicable exchange;

 

privately negotiated transactions;

 

to cover short sales made after the date that the registration statement of which this Resale Prospectus is a part is declared effective by the SEC;

 

broker-dealers may agree with the Selling Shareholder to sell a specified number of such Shares at a stipulated price per share;

 

a combination of any of these methods of sale; and

 

any other method permitted pursuant to applicable law.

 

The Shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for a Selling Shareholder, rather than under this Resale Prospectus. The Selling Shareholder has the sole and absolute discretion not to accept any purchase offer or make any sale of Shares if they deem the purchase price to be unsatisfactory at any particular time.

 

The Selling Shareholder may pledge its Shares to its broker under the margin provisions of customer agreements. If the Selling Shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged Shares.

 

Broker-dealers engaged by the Selling Shareholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of Shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

 

If sales of Shares offered under this Resale Prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this Resale Prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

 

The Selling Shareholder and any broker-dealers or agents that are involved in selling the Shares offered under this Resale Prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting discount under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell Shares offered under this Resale Prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this Resale Prospectus or, if required, in a replacement resale prospectus included in a post-effective amendment to the registration statement of which this Resale Prospectus is a part.

 

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The Selling Shareholder and any other persons participating in the sale or distribution of the Shares offered under this Resale Prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of, and limit the timing of purchases and sales of any of the Shares by, the Selling Shareholder or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the Shares.

 

Rule 2710 requires members firms to satisfy the filing requirements of Rule 2710 in connection with the resale, on behalf of the Selling Shareholder, of the securities on a principal or agency basis. NASD Notice to Members 88-101 states that in the event a Selling Shareholder intends to sell any of the Shares registered for resale in this Resale Prospectus through a member of FINRA participating in a distribution of our securities, such member is responsible for insuring that a timely filing, if required, is first made with the Corporate Finance Department of FINRA and disclosing to FINRA the following:

 

it intends to take possession of the registered securities or to facilitate the transfer of such certificates;

 

the complete details of how the Selling Shareholder’ Shares are and will be held, including location of the particular accounts;

 

whether the member firm or any direct or indirect affiliates thereof have entered into, will facilitate or otherwise participate in any type of payment transaction with the Selling Shareholder, including details regarding any such transactions; and

 

in the event any of the securities offered by the Selling Shareholder are sold, transferred, assigned or hypothecated by any Selling Shareholder in a transaction that directly or indirectly involves a member firm of FINRA or any affiliates thereof, that prior to or at the time of said transaction the member firm will timely file all relevant documents with respect to such transaction(s) with the Corporate Finance Department of FINRA for review.

 

No FINRA member firm may receive compensation in excess of that allowable under FINRA rules, including Rule 2710, in connection with the resale of the securities by the Selling Shareholder.

 

If any of the Ordinary Shares offered for sale pursuant to this Resale Prospectus are transferred other than pursuant to a sale under this Resale Prospectus, then subsequent holders could not use this Resale Prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether the Selling Shareholder will sell all or any portion of the Shares offered under this Resale Prospectus.

 

We have agreed to pay all fees and expenses we incur incident to the registration of the Shares being offered under this Resale Prospectus. However, each Selling Shareholder and purchaser is responsible for paying any discount, and similar selling expenses they incur.

 

We and the Selling Shareholder have agreed to indemnify one another against certain losses, damages and liabilities arising in connection with this Resale Prospectus, including liabilities under the Securities Act.

 

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DESCRIPTION OF SHARE CAPITAL AND CONSTITUTION

 

The following description summarizes material terms of our Constitution as they will be in effect upon the consummation of the IPO. Such summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of our Constitution, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors are urged to read the exhibits for a complete understanding of our Constitution.

 

General

 

Upon the consummation of the IPO, our issued and outstanding share capital will consist only of ordinary shares. Following the IPO, we will have 35,550,000 Shares issued and outstanding (or 36,007,500 Shares if the underwriter exercise in full its option to purchase additional shares). We currently only have one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another.

 

For the purposes of this section, references to “Shareholders” mean those Shareholders whose names and number of shares are entered in our register of members. Only persons who are registered in our register of members are recognized under Singapore law as our Shareholders. As a result, only registered Shareholders have legal standing under Singapore law to institute shareholder actions against us or otherwise seek to enforce their rights as Shareholders.

 

Ordinary Shares

 

Our ordinary shares have no par value as there is no concept of authorized share capital under Singapore law. All shares presently issued are fully paid and existing Shareholders are not subject to any calls on shares. Although Singapore law does not recognize the concept of “non-assessability” with respect to newly-issued shares, we note that any subscriber of our Shares who has fully paid up all amounts due, with respect to such Shares, will not be subject to Singapore law concerning any personal liability to contribute to our assets or liabilities in such subscriber’s capacity solely as a holder of such Shares. We believe this interpretation is substantively consistent with the concept of “non-assessability” under most, if not all, U.S. state corporations laws. We cannot, except in the circumstances permitted by the Companies Act, grant any financial assistance for the acquisition or proposed acquisition of our own Shares. Except as described in this section “Description of Share Capital and Constitution — Singapore Code on Take-Overs and Mergers”, there are no limitations in our Constitution or Singapore law on the rights of Shareholders who are not resident in Singapore to hold or vote in respect of our Shares.

 

Voting Rights

 

Each ordinary share is entitled to one vote per share on all matters upon which the Shares are entitled to vote. Voting at any meeting of Shareholders is by poll. On a poll, each holder of Shares who is present in person or by proxy or by attorney or other duly authorized representative, has one vote for each ordinary share which he holds or represents. Proxies need not be Shareholders.

 

Subject to the Companies Act and our Constitution, only those Shareholders who are registered in our register of members will be entitled to vote at any meeting of Shareholders in person or by proxy or by attorney or other duly authorized representative. The Shares offered in the IPO are expected to be held through DTC or its nominee. Therefore, DTC or its nominee will grant an omnibus proxy to DTC participants holding our Shares in book-entry form. Persons holding through a broker, bank, nominee or other institution that is a direct or indirect participant of DTC will have the right to instruct their broker, bank, nominee or other institution holding our Shares on how to vote such Shares by completing the voting instruction form provided by the applicable broker, bank, nominee, or other institution. On all matters requiring a Shareholder vote, DTC or its nominee will vote the Shares held by it in accordance with the voting instructions of the DTC participant Shareholders.

 

Dividends

 

We may, by ordinary resolution, declare dividends at a general meeting of our Shareholders, but no dividend shall be payable except out of our profits, and the amount of any such dividend shall not exceed the amount recommended by our Board of Directors. Subject to our Constitution and in accordance with the Companies Act, our Board of Directors may, without the approval of our Shareholders, declare and pay interim dividends, but any final dividends the board declares must be approved by an ordinary resolution at a general meeting of our Shareholders. See section titled “Dividend Policy” for additional information about our dividend policy.

 

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Capitalization and Other Rights

 

Our Board of Directors may, with the approval of our Shareholders at a general meeting, capitalize any reserves or profits and distribute them as shares, credited as paid-up, to our Shareholders in proportion to their shareholdings in accordance with our Constitution.

 

Variation of Rights

 

Subject to the Companies Act and every other Singapore statute for the time being in force affecting us, under our Constitution, whenever our share capital is divided into different classes of shares, the special rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either while the Company is a going concern or during or in contemplation of a winding-up. To every such separate general meeting, the necessary quorum shall be two persons (unless all the shares of the class are held by one person whereupon the necessary quorum shall be one person) at least holding or representing by proxy or by attorney or other duly authorized representative one-third of issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney or other duly authorized representative may demand a poll, and on a poll, shall have one vote for every share of the class held by him, provided always that where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-quarters of the issued shares of the class concerned within two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting.

 

Issuance of New Shares

 

Under the Companies Act, new shares may be issued only with the prior approval of our Shareholders in a general meeting. General approval may be sought from our Shareholders in a general meeting for the issuance of shares. Such approval, if granted, will lapse at the earlier of:

 

the conclusion of the next annual general meeting; or

 

the expiration of the period within which the next annual general meeting is required by law to be held (i.e., within six months after the end of each fiscal year);

 

however, any approval may be revoked or varied by the Company in a general meeting.

 

Subject to this and the provisions of the Companies Act and our Constitution, our Board of Directors may allot, issue or grant options over or otherwise dispose of new Shares to such persons on such terms and conditions and at such time as the Company in the general meeting may approve and for such consideration (if any) and subject or not to the payment of any part of the amount (if any) thereof in cash as our Board of Directors may think fit. Such rights are subject to any condition attached to such issue and the regulations of any stock exchange on which our Shares are listed, as well as U.S. federal and blue sky securities laws applicable to such issue.

 

Preference Shares

 

Our Constitution provides that, subject to the Companies Act and our Constitution, we may issue shares of a different class with preferential, deferred, qualified or special rights, privileges, conditions or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, or which do not confer voting rights, as our Board of Directors may think fit. The Companies Act allows public companies to issue shares with different voting rights (including special, limited or conditional voting rights, or no voting rights), subject to, among others, our Shareholders having adopted a special resolution approving such issuance.