20-F: FBS Global Limited Reveals Financial Results for Fiscal Year 2024

FBS Global Limited reports a decrease in revenue and a net loss for the fiscal year ended December 31, 2024, amidst ongoing efforts to strengthen internal controls and navigate industry challenges.

Summary

• FBS Global Limited, a Singapore-based green building contractor, has released its financial results for the fiscal year ended December 31, 2024.
• The company experienced a decrease in revenue, falling from S$21.8 million in 2023 to S$13.8 million (US$10.4 million) in 2024, a 36.5% reduction attributed to fewer new projects and delays in project commencement.
• A net loss of S$814,366 (US$610,775) was reported for 2024, a significant downturn compared to the net income of S$4,685 in 2023.
• The company's cost of revenue also decreased by 34.3%, aligning with the reduction in project activities.
• Operating expenses saw a decrease of 9.9%, primarily due to lower professional fees related to IPO preparations.
• The company is addressing material weaknesses in internal control over financial reporting, including hiring qualified staff, establishing a formal control framework, and implementing IT processes.
• Despite the challenges, the company completed an IPO in February 2025, raising approximately $8.8 million in net proceeds.
• The company is expanding into Hong Kong, Macau, and the PRC with the acquisition of EFMK Supplies Limited.
• Management believes the company has sufficient funds to meet its working capital requirements and debt obligations.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While the company completed a successful IPO and is expanding, the significant decrease in revenue and net loss raise concerns. The identified material weaknesses in internal control also contribute to a negative outlook.

Positives

• The company completed an IPO in February 2025, raising approximately $8.8 million in net proceeds.
• The company is expanding into Hong Kong, Macau, and the PRC with the acquisition of EFMK Supplies Limited.
• Operating expenses decreased by 9.9% due to lower professional fees.
• The company is implementing measures to improve internal control over financial reporting.
• The company entered into a contract for retrofitting work in October 2024, with a total contract value of approximately SGD 26,000,000.
• The company entered into another Addition and Alteration (A&A) project in April 2025, with an approximate contract value of SGD 14,700,000.

Negatives

• Revenue decreased by 36.5%, from S$21.8 million in 2023 to S$13.8 million (US$10.4 million) in 2024.
• The company reported a net loss of S$814,366 (US$610,775) in 2024, compared to a net income of S$4,685 in 2023.
• The company identified material weaknesses in internal control over financial reporting.

Risks

• The company is dependent on the construction industry in Singapore and other countries which it operates in.
• The company is dependent on its major customers and any significant decrease in projects secured from them may affect its operations and financial performance.
• The company is subject to the risks of default or delays in the collection of its trade receivables.
• The company is reliant on the renewal of its existing registrations and licenses.
• The company is dependent on foreign workers and may face debarment from hiring, imposition of penalties, labor shortages or increased labor costs for its operations.
• The company is subject to a number of project execution risks, many of which are beyond its control.
• The company is dependent on its suppliers and subcontractors to fulfil their contractual obligations to it.
• The company is subject to risks associated with the quality of its works.
• The company's short-term revenue and profitability may not be indicative of the long-term results of operations.
• The company operates in a highly competitive industry and may not be able to compete effectively.
• The company's lack of effective internal controls over financial reporting may affect its ability to accurately report its financial results or prevent fraud which may affect the market for and price of its Ordinary Shares.
• The company's Chief Executive Officer will continue to own a substantial number of its ordinary shares and, as a result, may be able to exercise control over it, including the outcome of shareholder votes.
• The company is subject to compliance with and changes in regulatory requirements and codes.
• The company's cash flows may fluctuate due to the payment practice applied to its projects or foreign currency exchange rates.
• The company is required by its customers to arrange performance bonds or bankers guarantee to secure its due performance of contracts.
• The company may be subject to litigation, claims or other disputes.
• The company may not be able to implement its future plans and strategies successfully.
• The company's insurance coverage may not be sufficient to cover all losses or potential claims and insurance premiums may increase.
• The company is affected by the macroeconomic, political, social and other factors beyond its control in Singapore and other countries which it operates in.
• The company is exposed to risks of infringement of its intellectual property rights and the unauthorized use of its trademarks by third parties.
• Geopolitical conditions, including direct or indirect acts of war or terrorism, could have an adverse effect on its operations and financial results.
• The company's financial condition and results of operations may be adversely affected by the recurrence of a global pandemic.
• Certain market opportunity data, forecasts, third-party website data and imagery contained in this prospectus were obtained from third-party sources and were not independently verified by the company.
• An active trading market for the company's Ordinary Shares may not be established and the trading price for its Ordinary Shares may fluctuate significantly.
• The company may not maintain the listing of its Ordinary Shares on the Nasdaq which could limit investors ability to make transactions in its Ordinary Shares and subject it to additional trading restrictions.
• The trading price of the company's Ordinary Shares may be subject to rapid and substantial volatility, which could make it difficult for prospective investors to assess the rapidly changing value of its Ordinary Shares and result in substantial losses to investors.
• If securities or industry analysts do not publish research or reports about the company's business, or if they adversely change their recommendations regarding its Ordinary Shares, the market price for its Ordinary Shares and trading volume could decline.
• Short selling may drive down the market price of the company's Ordinary Shares.
• Because the company does not expect to declare dividends in the foreseeable future, you must rely on price appreciation of its Ordinary Shares for a return on your investment.
• The company's Amended Articles of Association contains anti-takeover provisions that could discourage a third party from acquiring it and adversely affect the rights of holders of its Ordinary Shares.
• If the company is classified as a passive foreign investment company, United States taxpayers who own its securities may have adverse United States federal income tax consequences.
• The company's controlling shareholder has substantial influence over the Company. His interests may not be aligned with the interests of its other shareholders, and it could prevent or cause a change of control or other transactions.
• As a company incorporated in the Cayman Islands, the company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. In the event it relies on these exemptions, these practices may afford less protection to shareholders than they would enjoy if it complied fully with Nasdaq corporate governance listing standards.
• You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because the company is incorporated under Cayman Islands law.
• Certain judgments obtained against the company by its shareholders may not be enforceable.
• The company is an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
• The company is a foreign private issuer within the meaning of the Exchange Act, and as such it is exempt from certain provisions applicable to United States domestic public companies.
• The company's Articles of Association restrict shareholders from bringing legal action against its directors.
• The company is a controlled company within the meaning of the Nasdaq Stock Market Rules and, as a result, in the future it may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.
• The company may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses to it.
• Economic substance legislation of the Cayman Islands may adversely impact the company or its operations.
• The company will incur significantly increased costs and devote substantial management time as a result of the listing of its Ordinary Shares on the Nasdaq.
• Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Company Accounting Act (HFCAA) all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.
• Delisting of the company's Ordinary Shares would force holders of its Ordinary Shares to sell their Ordinary Shares.
• The market price of the company's Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of its actual operating performance.

Future Outlook

The company anticipates an increase in revenue in 2025, assuming the timely continuance of the ICA project and two other recently awarded contracts with a combined value of approximately SGD 30 million.

Management Comments

• Management believes the company has sufficient funds to meet its working capital requirements and debt obligations.
• Management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations as they become due.

Industry Context

The construction industry in Singapore is highly competitive and fragmented, with numerous contractors vying for projects. FBS Global competes with companies like Dong Jian (Singapore) Pte Ltd, Top Plasterceil Pte Ltd and Lincotrade & Associates Pte Ltd in interior fitting-out works.

Comparison to Industry Standards

• As of November 21, 2024, there were over 44 and 84 contractors with the highest L6 and L5 grading in the workhead category CR06 (Interior Decoration and Finishing Works) respectively, the workhead category gradings in which we primarily seek projects, and over 2,413 contractors registered under all CR06 workhead, and this figure may increase.
• The tendering limit for the company's L5 grading in CR06 (Interior decoration and finishing works) workhead is S$16 million and B2 grading in CW01 (General building) workhead is S$16 million.

Related Party Transactions

• The company had several related party transactions, including supply of construction material, rental of warehouse, consultation fee, and supply of labor.
• The company guaranteed a commercial loan to Fastfixs Systems Pte Ltd and a commercial loan in the form of letter of credit to 54 Pandan Road Pte Ltd, both related parties.

Stakeholder Impact

• Shareholders may be concerned about the decrease in revenue and net loss.
• Employees may be affected by the company's efforts to improve internal controls and manage costs.
• Customers may be impacted by the company's ability to secure and execute projects effectively.
• Suppliers and subcontractors may be affected by the company's financial performance and ability to meet its obligations.

Next Steps

• The company will focus on addressing internal control weaknesses.
• The company will work to ensure the timely commencement and continuation of the ICA project and other recently awarded contracts.
• The company will continue to monitor and manage macroeconomic factors and industry competition.

Key Dates

Keywords

financial results, construction, FBS Global, internal controls, IPO, Singapore, revenue, loss, projects