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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number 001-42989
SMJ INTERNATIONAL HOLDINGS INC.
(Translation of registrant’s name into English)
31 Jurong Port Road
#02-20 Jurong Logistics Hub, Singapore 619115
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Information Contained in this Form 6-K Report
Semi-annual Report
SMJ International Holdings Inc. (the “Company”), a Cayman Islands company, is furnishing its unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of operations and comprehensive income for the six months ended September 30, 2025, which are furnished as Exhibit 99.1 to this Report on Form 6-K.
Revenue
Revenue increased by S$0.7 million, or 8.6%, to S$9.1 million (US$7.0 million) for the six months ended September 30, 2025, compared to S$8.3 million for the corresponding period in 2024.
The growth was primarily driven by stronger demand for our products in overseas markets, particularly in India and Japan. This was mainly attributable to new projects secured from end-users such as “Symmetrics” and “non-life insurance” projects within these countries.
Cost of Revenues
Our cost of revenue primarily consists of purchasing costs of our flooring products and other direct costs associated with the sales of our flooring products, such as installation, freight and handling charges.
For the six months ended September 30, 2025, cost of revenues increased by approximately S$0.9 million, or 17.0%, to S$6.2 million (US$4.8 million), compared to S$5.3 million for the corresponding period in 2024.
The increase was mainly attributable to higher sales volume, particularly from export sales, as well as an inventory write-down of approximately S$0.2 million for slow-moving stock.
Gross Profit and Gross Profit Margin
As a result of the foregoing, gross profit for the six months ended September 30, 2025 was S$2.8 million (US$2.2 million), compared to S$3.0 million for the corresponding period in 2024. Gross profit margin decreased to 31.5% for the six months ended September 30, 2025 from 36.4% for the same period in 2024.
While revenue increased during the period, the overall gross profit margin declined primarily due to a higher proportion of export sales, which generally carry lower gross profit margins compared to local sales in Singapore. Consequently, despite higher sales volume, margin compression resulted in a moderation of overall profitability for the period.
Selling and distribution expenses
Selling and distribution expenses remained relatively consistent for the six months ended September 30, 2025, compared to the corresponding period in 2024.
General and administrative expenses
For the six months ended September 30, 2025, general and administrative expenses increased by S$0.6 million, or approximately 28.5%, compared to the corresponding period in 2024.
The increase was primarily attributable to a higher allowance for credit loss of approximately S$0.3 million, mainly due to an increase in the aging of certain accounts receivable from larger projects. Consulting and professional fees of approximately S$0.3 million incurred in connection with the Company’s ongoing IPO preparation and related advisory services.
Depreciation expenses
Depreciation expenses decreased by S$15,327 or 23.4% for the six months ended September 30, 2025, primarily due to the disposal of our investment property.
Operating lease expenses
Operating lease expenses remained relatively consistent for the six months ended September 30, 2025, compared to the corresponding period in 2024.
Loss from operations
As a result of the foregoing, income from operations decreased by S$0.8 million for the six months ended September 30, 2025, resulting in a loss from operations of S$0.5 million.
The operating loss was primarily attributable to the higher general and administrative expenses, including an additional allowance for credit loss of approximately S$0.3 million, as well as an increase in cost of revenue due to an inventory write-down of approximately S$0.2 million.
Other income
Other income increased by S$0.8 million for the six months ended September 30, 2025, primarily due to a gain on disposal of fixed assets of approximately S$0.8 million arising from the successful sale of our investment property to a third-party purchaser at a selling price of S$3.5 million with a carrying value of S$2.7 million.
Other loss
Other losses decreased by S$18,861 to S$10,648 for the six months ended September 30, 2025, compared to the corresponding period in 2024.
The decrease was primarily attributable to the strengthening of the Singapore dollar against the U.S. dollar during the period, which resulted in foreign exchange gains rather than losses and consequently reduced other losses.
Income tax expenses
Our income tax expenses increased by S$86,605 to S$132,385 for the six months ended September 30, 2025, primarily due to reversal of deductible temporary differences associated with the disposal of our investment property, partially offset by additional deductible temporary differences arising from the increase in allowance for credit loss.
Net profit after tax attributable to shareholder of the Company
As a result of the foregoing, net profit after tax decreased by S$88,804 or 24.3%, for the six months ended September 30, 2025, compared to the corresponding period in 2024.
Cash and Cash Equivalents
Cash and cash equivalents increased by S$0.8 million to S$1.6 million for the six months ended September 30, 2025, compared to March 31, 2025. The increase was mainly attributable to cash proceeds of approximately S$3.4 million received from the sale of an investment property during the period. However, part of the proceeds was utilized for additional investments of approximately S$1.7 million in long-term investment portfolios, as well as the early repayment of S$1.1 million short-term borrowings.
Deferred offering costs
As of September 30, 2025, the Company had not completed its Offering and deferred offering costs has increased by S$0.5 million to S$0.8 million compared to March 31, 2025. These costs primarily consist of legal fees related to registration statement drafting and counsel services, consulting fees associated with registration preparation, as well as SEC filing and printing-related expenses.
Other Investment
Other investments increased by S$1.6 million for the six months ended September 30, 2025, compared to March 31, 2025, mainly due to additional investment portfolios.
Short-term borrowings
The Company made an early repayment of approximately S$1.1 million of its short-term borrowings for the six months ended September 30, 2025 to reduce its exposure to interest rate fluctuation risks.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 18, 2026 | SMJ International Holdings Inc. | |
| By: | /s/ Ho Pei Yuen Rena | |
| Ho Pei Yuen Rena | ||
| Chief Executive Officer and Executive Director | ||
Exhibit 99.1
SMJ INTERNATIONAL HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of | ||||||||||||
| March 31, 2025 |
September 30, 2025 |
September 30, 2025 |
||||||||||
| S$ | S$ | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 778,563 | 1,563,014 | 1,211,336 | |||||||||
| Accounts receivable, net | 1,123,801 | 1,128,940 | 874,929 | |||||||||
| Inventories, net | 4,654,715 | 3,966,772 | 3,074,248 | |||||||||
| Contract asset | 341,146 | 224,329 | 173,855 | |||||||||
| Deferred offering costs | 364,166 | 871,831 | 675,669 | |||||||||
| Other current assets | 274,167 | 263,735 | 204,395 | |||||||||
| Total current assets | 7,536,558 | 8,018,621 | 6,214,432 | |||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | 2,859,910 | 150,504 | 116,641 | |||||||||
| Right-of-use assets, net | 4,543,769 | 4,124,521 | 3,196,504 | |||||||||
| Deferred tax assets | 248,620 | 192,535 | 149,215 | |||||||||
| Other investments | 3,962,185 | 5,689,625 | 4,409,459 | |||||||||
| Total non-current assets | 11,614,484 | 10,157,185 | 7,871,819 | |||||||||
| TOTAL ASSETS | 19,151,042 | 18,175,806 | 14,086,251 | |||||||||
| LIABILITIES | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | 211,143 | 160,078 | 124,060 | |||||||||
| Accruals and other payables | 123,376 | 265,914 | 206,083 | |||||||||
| Contract liabilities | 288,203 | 490,897 | 380,445 | |||||||||
| Operating lease liabilities | 866,559 | 904,442 | 700,943 | |||||||||
| Income taxes payable | 36,097 | 38,236 | 29,633 | |||||||||
| Short-term borrowings | 2,258,282 | 1,129,562 | 875,411 | |||||||||
| Total current liabilities | 3,783,660 | 2,989,129 | 2,316,575 | |||||||||
| Non-current liabilities | ||||||||||||
| Amount due to shareholders | 3,700,000 | 3,700,000 | 2,867,500 | |||||||||
| Provision | 317,487 | 317,487 | 246,052 | |||||||||
| Operating lease liabilities | 3,677,210 | 3,220,079 | 2,495,561 | |||||||||
| Total non-current liabilities | 7,694,697 | 7,237,566 | 5,609,113 | |||||||||
| TOTAL LIABILITIES | 11,478,357 | 10,226,695 | 7,925,688 | |||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares, Class A, US$0.0002 par value, 225,000,000 shares authorized, 12,232,500 shares issued and outstanding as of March 31, 2024 and 2025** | 3,279 | 3,279 | 2,446 | |||||||||
| Ordinary shares, Class B, US$0.0002 par value, 25,000,000 shares authorized, 12,767,500 shares issued and outstanding as of March 31, 2024 and 2025** | 3,424 | 3,424 | 2,554 | |||||||||
| Additional paid in capital | 3,493,297 | 3,493,297 | 2,707,500 | |||||||||
| Retained earnings | 4,172,685 | 4,449,111 | 3,448,063 | |||||||||
| Total equity | 7,672,685 | 7,949,111 | 6,160,563 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 19,151,042 | 18,175,806 | 14,086,251 | |||||||||
| ** | Retroactively presented for the reorganization for the Company’s initial public offering. |
SMJ INTERNATIONAL HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| For the period ended, | ||||||||||||
| September 30, 2024 |
September 30, 2025 |
September 30, 2025 |
||||||||||
| S$ | S$ | US$ | ||||||||||
| Revenue | 8,330,212 | 9,050,098 | 7,013,826 | |||||||||
| Cost of revenue | (5,299,326 | ) | (6,201,236 | ) | (4,805,958 | ) | ||||||
| Gross profit | 3,030,886 | 2,848,862 | 2,207,868 | |||||||||
| Operating expenses: | ||||||||||||
| Selling and distribution expenses | (118,671 | ) | (110,755 | ) | (85,835 | ) | ||||||
| General and administrative expenses | (2,068,462 | ) | (2,658,492 | ) | (2,060,331 | ) | ||||||
| Depreciation expenses | (65,485 | ) | (50,158 | ) | (38,872 | ) | ||||||
| Operating lease expense | (478,083 | ) | (508,609 | ) | (394,172 | ) | ||||||
| Total operating expenses | (2,730,701 | ) | (3,328,014 | ) | (2,579,210 | ) | ||||||
| Income (loss) from operations | 300,185 | (479,152 | ) | (371,342 | ) | |||||||
| Other income (expenses), net: | ||||||||||||
| Other income | 228,729 | 996,655 | 772,408 | |||||||||
| Other loss | (29,509 | ) | (10,648 | ) | (8,252 | ) | ||||||
| Finance expense | (88,395 | ) | (98,044 | ) | (75,984 | ) | ||||||
| Total other income net | 110,825 | 887,963 | 688,172 | |||||||||
| Income before taxes | 441,010 | 408,811 | 316,830 | |||||||||
| Income tax expenses | (45,780 | ) | (132,385 | ) | (102,598 | ) | ||||||
| Net income | 365,230 | 276,426 | 214,232 | |||||||||
| Net income per share attributable to ordinary shareholder | ||||||||||||
| Basic and diluted | 0.01 | 0.01 | 0.01 | |||||||||
| Weighted average number of ordinary shares used in computing net income per share | ||||||||||||
| Basic and diluted | 25,000,000 | * | 25,000,000 | * | 25,000,000 | * | ||||||
| * | Retroactively presented for the reorganization for the Company’s initial public offering. |