20-F: Ultratrex Inc. Reports 2025 Financials Amid IPO Preparations

Sentiment:

Annual Report 14 November 2025 4:36 PM

Ultratrex Inc. filed its annual report for the fiscal year ended June 30, 2025, revealing a decline in revenue and profit compared to the previous year, while progressing towards an intended IPO.

Capital raiseThe company has incurred significant deferred offering costs, totaling $1,070,000 as of June 30, 2025, directly related to an intended Initial Public Offering (IPO).The F-1 Registration Statement for the IPO was declared effective by the SEC on September 30, 2025, indicating active progress towards a public offering.Amounts due to shareholders increased to $1,726,000 in 2025, partly for working capital management and offering costs, suggesting internal funding for IPO-related expenses.

Worse than expectedRevenue decreased by 19.1% from $20,697,000 in 2024 to $16,755,000 in 2025.Net profit for the year declined by 58% from $4,148,000 in 2024 to $1,742,000 in 2025.Basic and diluted earnings per share dropped by 57.1% from $0.28 in 2024 to $0.12 in 2025.Net cash from operating activities reversed from a positive $2,650,000 in 2024 to a negative $748,000 in 2025.

Summary

Ultratrex Inc. reported revenue of $16,755,000 for the fiscal year ended June 30, 2025, a decrease from $20,697,000 in 2024.
Net profit for the year significantly declined to $1,742,000 in 2025, down from $4,148,000 in 2024.
Basic and diluted earnings per share fell to $0.12 in 2025 from $0.28 in 2024.
The company experienced negative net cash from operating activities of $748,000 in 2025, a reversal from positive cash flow of $2,650,000 in 2024.
Total assets increased to $21,278,000 in 2025 from $18,191,000 in 2024, and total equity rose to $12,819,000 from $10,289,000.
Deferred offering costs, related to an intended IPO, increased significantly to $1,070,000 (current) in 2025 from $159,000 (non-current) in 2024.
The F-1 Registration Statement was declared effective by the SEC on September 30, 2025.
A group reorganization was completed on June 30, 2025, with Ultratrex Inc. becoming the holding company, accounted for using the pooling of interest method under common control.
Mr. Halim Podiono maintains de facto control over the company through acting-in-concert agreements.
On September 3, 2025, 3,750,000 Class A Shares were surrendered and cancelled at no consideration.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the significant decline in revenue, gross profit, net profit, and a shift to negative operating cash flow in the most recent fiscal year (2025). While the company is progressing towards an IPO and has increased assets and equity, the recent financial performance raises concerns about operational efficiency and profitability trends.

Positives

Total assets increased to $21,278,000 in 2025 from $18,191,000 in 2024, indicating growth in the company's resource base.
Total equity grew to $12,819,000 in 2025 from $10,289,000 in 2024, strengthening the company's financial foundation.
Total borrowings decreased to $1,100,000 in 2025 from $1,297,000 in 2024, reducing financial leverage.
The F-1 Registration Statement was declared effective by the SEC on September 30, 2025, marking a significant step towards the intended IPO.
A net reversal of allowance for inventory obsolescence of $298,000 was recognized in 2025, compared to a net additional provision of $86,000 in 2024, suggesting improved inventory management or market demand.

Negatives

Revenue decreased by 19.1% to $16,755,000 in 2025 from $20,697,000 in 2024.
Gross profit declined by 22.8% to $7,726,000 in 2025 from $10,016,000 in 2024.
Net profit for the year dropped by 58% to $1,742,000 in 2025 from $4,148,000 in 2024.
Basic and diluted earnings per share decreased by 57.1% to $0.12 in 2025 from $0.28 in 2024.
Net cash used in operating activities was $748,000 in 2025, a significant deterioration from net cash generated of $2,650,000 in 2024.
Cash and cash equivalents decreased to $1,607,000 in 2025 from $2,474,000 in 2024.
Undrawn committed banking facilities decreased to $2.33 million in 2025 from $3.69 million in 2024.
Amounts due to shareholders increased substantially to $1,726,000 in 2025 from $414,000 in 2024, potentially indicating increased reliance on shareholder funding for working capital or offering costs.

Risks

Credit risk due to concentrations of trade receivables, with 41% of receivables arising from three groups of customers as of June 30, 2025.
Liquidity risk related to managing debt maturity profile, operating cash flows, and funding availability.
Interest rate risk from floating interest rate borrowings, where a 50 basis point change could impact profit or loss by approximately $55,000.
Foreign currency risk from transactions denominated in currencies other than the functional currencies of operating entities, with a 10% strengthening of USD against MYR, IDR, JPY, EUR, SGD potentially impacting profit or loss by varying amounts.
Significant estimation uncertainty in determining the net realizable value of inventories due to factors like changing consumer demand, technology trends, supply-related scarcity, and economic uncertainties, with a potential impact of $859,000 on profit or loss.
Management's judgment in determining common control for the group reorganization is subject to uncertainty and may require adjustment if new information becomes available, impacting consolidation and gain/loss recognition.

Future Outlook

The company is actively managing its capital structure and financial risks, including liquidity, interest rate, credit, and foreign currency risks. It aims to maintain a strong credit rating and healthy capital ratios. The ongoing IPO process is a key future event, with deferred offering costs indicating continued investment in this initiative. The company will continue to assess the impact of new accounting standards, including IFRS 19 and IFRS 18, which become effective in 2027.

Management Comments

Wong Kok Seng, Chief Executive Officer and Executive Director, certified that the annual report fairly presents the financial condition, results of operations, and cash flows, and that disclosure controls and procedures are effective.
Taslim Podiono, Chief Financial Officer, certified the accuracy of the financial statements and the effectiveness of internal controls over financial reporting.

Industry Context

Ultratrex Inc. operates in the specialized heavy machinery industry, focusing on manufacturing, trading, and leasing amphibious excavators, dredgers, and related equipment. The primary revenue segment is from amphibious vehicles and spare parts. The company's geographical revenue distribution shows a strong presence in Asia Pacific (71.5% of 2025 revenue), with notable contributions from Europe (15.4%), North America (4.6%), Middle East (4.7%), and Africa (3.8%). The decline in overall revenue and profitability in 2025 could reflect specific market challenges or increased competition within these specialized segments, or internal operational shifts during the reorganization period.

Comparison to Industry Standards

The filing does not provide specific comparisons to industry benchmarks or competitor performance, making a direct assessment against global standards challenging.
The company's focus on amphibious machinery and dredgers suggests a niche market, where direct comparable public companies might be limited.
The decline in revenue and profit in 2025, while not directly compared, would generally be considered underperforming relative to growth expectations in a healthy market for specialized industrial equipment.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Control Structure	Mr. Halim Podiono exercises de facto control over Ultratrex Inc. through the Ultratrex Cayman AIC Agreement, which contractually obligates Concert Parties to act in concert and makes Mr. Halim's decision binding in case of non-unanimous votes. This structure was established upon the company's incorporation on August 15, 2024, and remains in force after the reorganization and offering.	August 15, 2024	Centralizes decision-making power with Mr. Halim Podiono, ensuring consistent strategic direction but potentially limiting diverse shareholder influence. This common control structure also dictates the accounting treatment for the group reorganization.
Share Capital Structure	On September 3, 2025, 3,750,000 Class A Shares were surrendered and cancelled at no consideration, reducing the outstanding Class A Shares to 15,000,000. Class B shares (5,000,000) carry 20 votes each and no dividends, while Class A shares carry one vote and are entitled to dividends.	September 3, 2025	The surrender and cancellation of Class A shares reduces the total number of outstanding shares, potentially increasing the proportional ownership and voting power of remaining shareholders, particularly Class B shareholders who hold disproportionate voting rights. This further solidifies the control structure.

Related Party Transactions

Sales of goods to Armstrong Machinery Sdn. Bhd. amounted to $273,000 in 2023 (insignificant in 2024 and 2025).
Purchase of goods from SAP Capital Pte Ltd amounted to $408,000 in 2023, $1,481,000 in 2024, and $647,000 in 2025.
Purchase of goods from Ultrator Co., Ltd amounted to $167,000 in 2024 and $3,000 in 2025.
Technical support fee paid to SAP Capital Pte Ltd was $20,000 in 2024.
Rental payments to Salim Podiono (shareholder) were $31,000 in 2023, $105,000 in 2024, and $241,000 in 2025 for warehouse, factory, and land leases.
Purchase of land from Salim Podiono (shareholder) for $186,000 in 2025.
Amounts due from related parties include Armstrong Machinery Sdn Bhd, Ultratrex Holdings Sdn. Bhd., SAP Capital Pte Ltd, and Ultrator Co., Ltd.
Amounts due to related parties include SAP Capital Pte Ltd, Ultrator Co., Ltd, Halim Podiono, and Yoshie Irie.
Amounts due to shareholders (Halim Podiono and Salim Podiono) increased significantly to $1,726,000 in 2025 from $414,000 in 2024, including for offering costs.

Stakeholder Impact

Shareholders: Experience a significant decline in earnings per share and net profit, but the ongoing IPO process could offer future liquidity and valuation opportunities. The increase in amounts due to shareholders suggests their continued financial support.
Employees: Employee benefit expenses increased to $2,736,000 in 2025 from $2,226,000 in 2024, indicating continued investment in human capital. Post-employment benefit obligations are provided for under Indonesian Labour Law.
Customers: Revenue decline suggests potential shifts in customer demand or competitive pressures. The company offers standard warranties on products.
Creditors: Total borrowings decreased, but undrawn committed banking facilities also reduced. The company's ability to generate positive operating cash flow has deteriorated, which could be a concern for creditors.
Suppliers: Trade payables decreased to $1,140,000 in 2025 from $1,811,000 in 2024, potentially indicating reduced purchasing activity or more efficient payment terms.

Next Steps

Completion of the Initial Public Offering (IPO) following the F-1 Registration Statement being declared effective.
Continued management of liquidity, interest rate, credit, and foreign currency risks.
Assessment of the full impact of new and revised IFRS standards (IFRS 19 and IFRS 18) effective from January 1, 2027.

Key Dates

Date	Description
July 1, 2022	Beginning of the earliest financial reporting period presented in the consolidated statements of changes in equity and cash flows.
October 20, 2022	Incorporation of PT Ultratrex Machinery Indonesia (PT UMI).
December 22, 2022	Interim single-tier dividend of IDR100,000 (USD6.66) based on 20,000 ordinary shares declared for the financial year ended June 30, 2023.
January 23, 2023	PT Ultratrex Machinery Indonesia entered into a lease agreement with Salim Podiono to rent a warehouse and factory.
June 14, 2023	PT Ultratrex Indonesia entered into a lease agreement with Salim Podiono to rent land.
December 6, 2023	Mr. Halim transferred his 20% equity interest in UMSB to Mr. Salim.
March 26, 2024	Mr. Jalu transferred 1% of equity interest in PT Ultratrex Indonesia to Mr. Halim.
April 1, 2024	Mr. Wong formally surrendered his 99% equity interest in PT UMI to UMSB.
April 3, 2024	Interim single-tier dividend of RM0.79 (USD0.17) based on 3,000,000 ordinary shares declared for the financial year ended June 30, 2024.
July 3, 2024	Incorporation of Ultratrex Singapore and execution of the Ultratrex Singapore AIC Agreement.
August 15, 2024	Incorporation of Ultratrex Inc. and execution of the Ultratrex Cayman AIC Agreement.
November 15, 2024	Ultratrex Singapore entered into a share swap agreement to acquire 100% of the equity interest in UMSB.
November 29, 2024	Ultratrex Singapore entered into a share swap agreement to acquire 99% of the equity interest in PT Ultratrex Indonesia; Ultratrex Singapore acquired 100% of equity interest in Ultratrex Co., Ltd from Ultrator Co., Ltd.
December 2, 2024	Ultratrex Singapore allocated 13,200,000 ordinary shares to Mr. Salim, Mr. Taslim, Mr. Nursalim and Mr. Wong for UMSB acquisition; Ultratrex Singapore allocated 7,524,000 ordinary shares to Mr. Halim for PT Ultratrex Indonesia acquisition.
December 6, 2024	Mr. Halim transferred all of his equity interest in PT Ultratrex Indonesia to Ultratrex Singapore, and Ms. Selvia transferred 1% of hers to Mr. Halim; Mr. Salim, Mr. Taslim, Mr. Nursalim and Mr. Wong transferred 100% of equity interest in UMSB to Ultratrex Singapore.
December 12, 2024	Ultratrex Singapore and Mr. Halim subscribed for the issuance of additional ordinary shares in PT Ultratrex Indonesia.
January 6, 2025	Mr. Salim, Mr. Taslim, Mr. Nursalim and Mr. Wong transferred 100% of equity interest in UMSB to Ultratrex Singapore.
June 30, 2025	Ultratrex Inc. acquired 100% of equity interest in Ultratrex Singapore, completing the group reorganization and becoming the holding company.
September 3, 2025	The Company accepted the surrender of 3,750,000 Class A Shares at no consideration, which were subsequently cancelled.
September 30, 2025	The U.S. Securities and Exchange Commission declared effective the Registration Statement on Form F-1.
November 14, 2025	Date the consolidated financial statements are available to be issued and the filing date of this annual report on Form 20-F.

Recommendation

hold

The company is in a transitional phase, having completed a significant reorganization and actively pursuing an IPO. While the increase in assets and equity, along with reduced borrowings, are positive, the substantial decline in revenue, net profit, and a shift to negative operating cash flow in 2025 are significant concerns. The IPO could unlock value, but the recent financial performance indicates underlying operational challenges. A 'hold' recommendation allows investors to observe the outcome of the IPO and subsequent financial reporting to assess if the company can reverse the negative trends and capitalize on its new structure and public listing.

Keywords

Amphibious Excavators, Heavy Machinery, Dredgers, SEC Filing, 20-F, Annual Report, IPO, Financial Performance, Corporate Reorganization, Cash Flow, Profitability, Risk Management

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.