JBDI Holdings Ltd 2025年年度报告和过渡报告

FORM20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Financial Year EndedMay 31,2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42259 JBDI Holdings Limited(Exact name of Registrant as specified in its charter) (Jurisdiction of incorporation or organization) 34 Gul CrescentSingapore629538(Address of principal executive offices) Mr. Lim Chwee Poh, Executive Director and Chief Executive OfficerTelephone:+656861 4150Email: admin@barrels.com.sgAt the address of the Company set forth above(Name, Telephone, email and/or fax number and address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 19,254,471Ordinary Shares, US$0.0005per share, at May 31, 2025 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes☐No☒ If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Yes☐No☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Non-accelerated filer☒Emerging Growth Company☒ Accelerated Filer☐ Large Accelerated Filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the International Accounting Standards Board☐ Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) TABLE OF CONTENTS Item 1.Identity of Directors, Officers, Senior Management and Advisors2Item 2.Offer Statistics and Expected Timetable2Item 3.Key Information2Item 4.Information on the Company19Item 4A.Unresolved Staff Comments53Item 5.Operating and Financial Review and Prospects54Item 6.Directors, Officers and Senior Management75Item 7.Major Shareholders and Related Party Transactions82Item 8.Financial Information84Item 9.The Offer and Listing84Item 10.Additional Information84Item 11.Quantitative and Qualitative Disclosures about Market Risk95Item 12.Description of Securities Other Than Equity Securities95 Item 13.Defaults, Dividend Arrearages and Delinquencies95Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds95Item 15.Controls and Procedures95Item 16.Reserved96Item 16A.Audit Committee Financial Expert96Item 16B.Code of Ethics96Item 16C.Princ