20-F: KHEOBA Shifts to Software, Reports 28x Revenue Growth in 2025

KHEOBA Limited pivoted from tourism to software consulting and Web3 services, achieving substantial revenue growth and profitability in fiscal year 2025.

Summary

• KHEOBA Limited, a British Virgin Islands corporation, filed its Annual Report on Form 20-F for the fiscal year ended October 31, 2025.
• The company underwent a significant business model transformation in January 2025, shifting from a tourism-focused software platform to a broader SaaS and consulting model, including ERP/CRM and Web3 services.
• Total revenue for fiscal year 2025 reached $1,160,058, a substantial increase from $41,055 in fiscal 2024, representing approximately 28-fold growth.
• The company reported a net income of $430,073 in fiscal 2025, a significant turnaround from a net loss of $34,295 in fiscal 2024.
• Operating income for 2025 was $477,315, resulting in an operating margin of 41.1%, compared to an operating loss in 2024.
• Cash and cash equivalents increased significantly to $683,483 as of October 31, 2025, from $1,097 at the end of fiscal 2024.
• The company reincorporated from Nevada to the British Virgin Islands, with KHOB Merge Sub Limited becoming the surviving entity after merging with KHEOBA Nevada on January 12, 2026.
• New wholly-owned subsidiaries were established in Singapore (KHOB Pte. Ltd.) and Hong Kong (KHOB Limited, Easy Smart Tech Limited) in February and April 2025, respectively, to drive expansion in the Asia-Pacific market.
• Mr. Tien Seng Tong acquired a controlling 74% equity stake in the company on January 10, 2025, and Mr. Ka Miew Hon was appointed President, CEO, and CFO on January 14, 2025.
• The company has a concentrated customer base, with the largest customer accounting for approximately 31% of total revenue and the top 3 clients representing 66% of overall revenue in fiscal 2025.
• Management identified a material weakness in internal control over financial reporting related to applying technical accounting guidance and a lack of sufficient experienced accounting staff and segregation of duties.
• Debt obligations totaling $36,680 from former directors Mr. Gaga Gvenetadze ($21,115) and Mr. Irakli Gunia ($15,565) were forgiven in January and December 2024, respectively, recognized as a gain on debt forgiveness.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively due to the dramatic financial turnaround and strategic pivot into high-growth sectors, but acknowledges significant governance and operational risks that temper the overall sentiment.

Positives

• Achieved substantial revenue growth of approximately 28 times, from $41,055 in 2024 to $1,160,058 in 2025, driven by the strategic shift to software consulting and Web3 services.
• Returned to profitability with a net income of $430,073 in fiscal 2025, a significant improvement from a net loss of $34,295 in 2024.
• Generated strong operating income of $477,315 in 2025, resulting in a healthy operating margin of 41.1%.
• Significantly improved liquidity, with cash and cash equivalents increasing to $683,483 as of October 31, 2025, from $1,097 in 2024.
• Successfully expanded operations into the Asia-Pacific market by establishing subsidiaries in Singapore and Hong Kong, with Singapore becoming the primary source of consolidated revenue.
• Benefited from debt forgiveness totaling $36,680 from former related parties, contributing to other income.
• The new business model is described as more stable and scalable, less susceptible to seasonal fluctuations compared to the previous tourism focus.
• Management believes liquid assets and accounts receivables are sufficient to meet operating financing needs, planned capital expenditures, and debt repayments in 2026.

Negatives

• Identified a material weakness in internal control over financial reporting related to applying technical accounting guidance to nonrecurring events and transactions.
• Suffers from a lack of sufficient experienced accounting staff to maintain books and records or prepare US GAAP-compliant financial statements, potentially delaying identification and resolution of accounting matters.
• Inadequate written policies and procedures for accounting and financial reporting, leading to an ineffective financial statement closing process.
• Lack of segregation of duties within the company, which is a significant internal control weakness.
• High customer concentration, with the largest customer accounting for 31% of total revenue and the top 3 clients representing 66% of overall revenue in fiscal 2025, exposing the company to revenue volatility if key accounts are lost.
• The company's business model involves extending credits to customers, leading to a significant increase in accounts receivable ($187,828 as of October 31, 2025), which could strain working capital if not collected timely.
• Has a limited management team, with Ka Miew Hon serving as CEO, CFO, Chief Accounting Officer, Treasurer, and Secretary, which may expose the company to governance risks and operational challenges.
• Lacks an established market for its common stock (currently quoted on OTCQB), which may limit liquidity, impair valuation, and restrict its ability to raise capital.
• Does not currently maintain general liability insurance, leaving the company fully exposed to potential customer claims or other third-party liabilities.

Risks

• Limited operating history and rapid growth under an evolving business model may not be a reliable indicator of future performance.
• Inability to attract new clients or increase revenues from existing clients may cause the company to fall short of growth objectives.
• Concentrated customer base may result in significant revenue volatility if one or more key customers are lost.
• Accounts receivable risks due to extending credits to customers may adversely affect liquidity and financial condition.
• Limited management team may expose the company to governance risks and operational challenges.
• Reliance on third-party developers, vendors, and supply chain partners for projects, with any disruption or failure adversely affecting the business.
• Dependence on the secure operation of software and cloud infrastructure, with cybersecurity failures or data protection lapses potentially leading to regulatory penalties, reputational harm, and material financial impacts.
• Complex and evolving regulatory requirements across multiple jurisdictions, with failure to comply resulting in fines, sanctions, litigation, and reputational harm.
• Exposure to market volatility, macroeconomic uncertainty, and intense competition, which could adversely impact growth and financial performance.
• Requirement for additional capital to expand services and sustain operations, with failure to acquire further financing potentially hindering operations.
• Intense competition in the software consulting industry may pressure pricing, limit growth opportunities, and adversely affect market position.
• Ongoing data privacy risks as the business expands and handles sensitive customer information, with non-compliance leading to reputational harm and regulatory fines.
• Risks if the company fails to effectively develop, integrate, and adapt its technology solutions to evolving client and market demands in a rapidly evolving industry.
• Future growth prospects may be negatively impacted if the markets for services do not grow as anticipated, particularly in Asia where the economy is subject to extensive regulation.
• Business depends on the ability to successfully integrate technology in customers, and any failure to do so could materially harm results of operations.
• Plans to establish an in-house software development department in the future may lead to additional associated risks, including investment, recruitment, intellectual property, and product liability.
• Absence of general liability insurance exposes the company to potential customer claims or other third-party liabilities, increasing operating losses and negatively impacting financial position.
• Litigations could prove costly and time-consuming to defend and may materially and adversely impact business, financial condition, and results of operations.
• Stock price may be highly volatile, and investors may lose all or part of their investment due to various internal and external factors.
• Lack of an established market for common stock may limit liquidity, impair valuation, and restrict the ability to raise capital.
• As a foreign private issuer, the company is subject to different disclosure and corporate governance requirements than U.S. domestic issuers, which may limit investor protections.
• As an emerging growth company under the JOBS Act, the company relies on exemptions from certain disclosure requirements, which may limit investor protections.

Future Outlook

The company anticipates continued revenue growth in its software and consulting segments, driven by expansion in the Asia-Pacific market and increased demand for Web3 and blockchain solutions. It plans to actively diversify its client base to reduce concentration risk and secure recurring revenue streams. To mitigate reliance on third-party developers, the company intends to invest in internal capabilities for developing software modules. Management expects to maintain positive operating cash flows but may seek additional financing (equity or debt) to fund expansion, research and development, and strategic acquisitions.

Management Comments

• Our mission is to empower enterprises with mission-critical software infrastructure that drives operational excellence and facilitates seamless digital transformation.
• We envision a business landscape where organizations of all sizes are equipped with the technological resilience to thrive amidst change.
• We strive to be the strategic partner of choice, helping clients anticipate market shifts and realize their full potential through scalable, innovative solutions.
• Management believes our liquid assets, combined with our accounts receivables are sufficient to meet the operating financing needs, enable currently planned capital expenditures, and support debt repayments in 2026.
• Management has evaluated the Company's financial condition and concluded that no conditions or events raise substantial doubt about the Company's ability to continue as a going concern for a period of at least one year after the date the financial statements are issued.

Industry Context

StockSavvy.ai notes that KHEOBA Limited's strategic pivot into software consulting and Web3 services aligns with broader industry trends of digital transformation and the increasing adoption of cloud computing and blockchain technologies. The focus on the Asia-Pacific region, identified as the fastest-growing market for software, positions the company to capitalize on significant IT infrastructure investments and SME digitization. However, the highly competitive and fragmented nature of the SaaS and consulting markets, with established players like SAP, Salesforce, and Microsoft, presents a significant challenge. KHEOBA's strategy of tailoring solutions for SMEs and specializing in Web3 could offer a competitive advantage in niche segments, but sustained success will depend on its ability to differentiate and scale effectively against larger, more resourced competitors.

Comparison to Industry Standards

• KHEOBA's operating margin of 41.1% in 2025 is strong, potentially indicating efficient cost management or high-value services, especially when compared to the average operating margins for software and IT services companies which can range from 15-25% for established players like Salesforce (around 20-25%) or SAP (around 25-30%).
• The company's rapid revenue growth of approximately 28x in 2025 is exceptional, far exceeding typical industry growth rates for mature software consulting firms (often single to low double-digits). This growth, however, is from a low base and reflects a business model pivot rather than organic growth within an established segment.
• The high customer concentration (31% from the largest customer, 66% from top 3) is significantly above industry averages. For comparison, many enterprise software companies aim for no single customer to exceed 5-10% of revenue to mitigate risk. This concentration is a notable vulnerability compared to diversified industry leaders.
• The identified material weakness in internal controls and lack of an audit committee are significant governance deficiencies, particularly for a public company. Larger, more mature companies like Accenture or Deloitte have robust internal control frameworks and independent audit committees as standard practice, highlighting KHEOBA's immaturity in this area.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not currently involved in any material legal, arbitration, or governmental proceedings, nor is it aware of any such proceedings pending against it as of October 31, 2025.

Related Party Transactions

• As of October 31, 2025, the company owed $47,731 to certain executive officers (Ka Miew Hon and Wong Sze Chung) for working capital purposes. This amount is unsecured, non-interest bearing, and payable on demand.
• On January 17, 2025, debt obligations totaling $21,115 from former director Mr. Gaga Gvenetadze were forgiven. This included $14,000 for payments on behalf of the company and an interest-free loan of $4,065 (plus $3,050 added in January 2025).
• A separate agreement with Mr. Irakli Gunia resulted in the forgiveness of an interest-free loan payable totaling $15,565. This consisted of a $12,945 loan balance as of October 31, 2024, and an additional $2,620 advanced in December 2024.

Stakeholder Impact

• **Shareholders**: The significant revenue growth and return to profitability in 2025 are positive for shareholders, indicating a successful business model pivot. However, the high customer concentration, internal control weaknesses, and lack of an established trading market for shares introduce considerable risks to investment value and liquidity.
• **Employees**: The company has expanded its staff base, particularly in Singapore and Hong Kong, indicating growth and potential for new opportunities. However, the limited management team and lack of segregation of duties could impact employee workload and internal processes.
• **Customers**: The shift to tailored software solutions and Web3 consulting aims to provide enhanced value. However, reliance on third-party developers and the absence of general liability insurance could pose risks to service delivery and customer recourse in case of issues.
• **Suppliers/Partners**: The company relies heavily on partner developers and third-party vendors. This creates opportunities for these partners but also exposes them to risks related to KHEOBA's financial health and project management.
• **Creditors**: The improved liquidity and positive cash flow in 2025 reduce immediate concerns for creditors. However, the 'payable on demand' nature of related party loans and the potential need for future capital raises could influence credit risk assessment.

Next Steps

• Continue revenue growth in software and consulting segments, particularly in the Asia-Pacific market.
• Actively diversify client base to reduce concentration risk and secure recurring revenue streams.
• Invest in internal capabilities for developing software modules to reduce dependency on external partners.
• Hire more qualified accounting personnel with U.S. GAAP and SEC reporting experience to strengthen financial reporting.
• Implement regular and continuous U.S. GAAP accounting and financial reporting training programs.
• Establish a financial and system control framework to address internal control weaknesses.
• Potentially seek additional financing (equity or debt) to fund expansion, R&D, and strategic acquisitions.

Key Dates

Recommendation

The company has demonstrated an impressive turnaround in fiscal year 2025, with substantial revenue growth and a return to profitability driven by a successful strategic pivot into high-demand software consulting and Web3 services. This financial performance is a strong positive. However, significant risks remain, including high customer concentration, material weaknesses in internal controls, a limited management team, and the absence of general liability insurance. The lack of an established public market for its shares also limits liquidity and valuation clarity. While the growth trajectory is compelling, these unaddressed governance and operational risks, coupled with market illiquidity, suggest a 'hold' recommendation. Investors should monitor the company's progress in addressing internal control deficiencies, diversifying its customer base, and strengthening its management and governance structures before considering a stronger position.

Keywords

Software Consulting, Web3 Services, ERP Solutions, CRM Solutions, Asia-Pacific Expansion, SEC Filing, 20-F, Financial Performance, Corporate Reorganization, Cybersecurity Risk, Internal Controls, Customer Concentration, British Virgin Islands, Singapore, Hong Kong