CIGL 20-F
Concorde International Group Ltd. (CIGL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report________________________
For the transition period from ____________ to ____________
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name into English)
(Jurisdiction of Incorporation or Organization)
+65 62960802
(Address of Principal Executive Offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of Each class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
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:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒
If this 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 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒
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 the preceding 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 90 days.
☒
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 and post such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Emerging growth company |
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 the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
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 financial reporting 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 the correction 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 the registrant’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:
| U.S. GAAP ☐ | as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ 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 Securities Exchange Act of 1934).
☐ Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
TABLE OF CONTENTS
i
INTRODUCTION
In this report, unless otherwise indicated or unless the context otherwise requires:
| ● | “Class A Ordinary Share” are to Class A ordinary share of Concorde International Group Ltd, par value US$0.00001 per share; | |
| ● | “Class B Ordinary Share” are to Class B ordinary share of Concorde International Group Ltd, par value US$0.00001 per share; | |
| ● | “Concorde International” are to Concorde International Group Ltd, a holding company incorporated in the British Virgin Islands (“BVI”) under the BVI Business Companies Act (as amended) (the “BVI Act”) on May 2, 2023; | |
| ● | “Concorde Singapore” are to Concorde International’s 100% owned subsidiary, Concorde International Group Pte Ltd, a corporation formed in Singapore on June 12, 2023; | |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; | |
| ● | “IFRS” are to International Financial Reporting Standards as issued by the International Accounting Standards Board; | |
| ● | “Nasdaq” are to the Nasdaq Stock Market LLC; | |
| ● | “ordinary share” or “Ordinary Share” are to each of our Class A ordinary share and Class B ordinary share, par value US$0.00001 per share; | |
| ● | “PCAOB” are to the U.S. Public Company Accounting Oversight Board; | |
| ● | “SEC” are to the United States Securities and Exchange Commission; | |
| ● | “SGD” or “Singapore Dollars” are to Singapore dollar(s), the lawful currency of Singapore; | |
| ● | “Securities Act” are to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; | |
| ● | “U.S. dollars,” “dollars,” “USD” or “$” are to the legal currency of the United States; and | |
| ● | “we,” “us,” “the Company,” “our” or “our company” are to the combined business of Concorde International Group Ltd and its consolidated subsidiaries. |
ii
FORWARD-LOOKING INFORMATION
This annual report contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those included in “Item 3. Key Information—D. Risk Factors,” may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements.
You can identify these forward-looking statements by terminology such as “may,” “might,” “would,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements may include statements relating to, among other things:
| ● | our goals and strategies; | |
| ● | our future business development, financial conditions and results of operations; | |
| ● | our ability to continually develop new technology, services and products and keep up with changes in the industry in which we operate; | |
| ● | the expected growth of the industry, as well as our future business development; | |
| ● | our expectations regarding demand for and market acceptance of our products and services; | |
| ● | our ability to protect and enforce our intellectual property rights; | |
| ● | our ability to attract and retain qualified executives and personnel; | |
| ● | our expectations regarding our relationships with customers, suppliers and other business partners; | |
| ● | competition in our industries; | |
| ● | government policies and regulations related to our industries; and | |
| ● | fluctuations in general economic and business conditions in Singapore and globally. |
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business overview,” “Item 5. Operating and Financial Review and Prospects,” and other sections in this annual report on Form 20-F. You should read thoroughly this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.
We operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
iii
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
An investment in our ordinary shares involves significant risks. Below is a summary of material risks that we face, organized under relevant headings. These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors.”
Risks Relating to Our Business and Industry
Risks and uncertainties related to our business and industry include, but are not limited to, the following:
| ● | A significant amount of our revenue is generated from our existing long-term customers; thus, our inability to retain and maintain a good relationship with our existing customers can have a material adverse effect on our business and financial results. | |
| ● | We currently report our financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles. | |
| ● | A critical part of our success was driven by introducing and providing innovative and cost-saving security services. If our new products and services are not successful, it could have a material adverse effect on our business. |
| ● | The proper and efficient functioning of our computer, data backup, information technology, telecom and processing systems, and our monitoring stations are essential to our business. | |
| ● | As a security service provider, we are exposed to greater risk of liability for employee acts or omissions or system failure, than may be inherent in other businesses. | |
| ● | Our monitoring security facilities will call the police and fire departments when emergencies arise. If the police and fire departments fail or delay responding to our calls, our business and reputation could be adversely affected. |
1
| ● | From time to time, we are subject to claims for infringing, misappropriating or otherwise violating the intellectual property rights of others and will be subject to such claims in the future, which could have an adverse effect on our business and operations. | |
| ● | Our inability to acquire necessary intellectual property or adequately protect our intellectual property could adversely affect our business and results of operation. | |
| ● | Reliance on external security vendors may increase our operational and financial risks. |
Risks Relating to Regulatory Compliance
Risks and uncertainties related to our regulatory compliance include, but are not limited to, the following:
| ● | Increasing legislative and regulatory initiatives on cybersecurity and data privacy regulations could adversely impact our business and financial results. | |
| ● | As we expand globally, we will be subject to more regulation by various governmental agencies. | |
| ● | The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections. |
Risks Relating to Our Class A Ordinary Shares
Risks and uncertainties related to our Class A ordinary shares include, but are not limited to, the following:
| ● | Our dual class voting structure has the effect of concentrating the voting control to holders of our Class B Ordinary Shares, which will limit or preclude your ability to influence corporate matters, and your interests may conflict with the interests of these shareholders. It may also adversely affect the trading market for our Class A Ordinary Shares due to exclusion from certain stock market indices and depress the trading price of our Class A Ordinary Shares. | |
| ● | Future issuance of ordinary shares will result in additional dilution of the percentage ownership of our shareholders and could cause the price of the Class A Ordinary Shares to fall. | |
| ● | The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors. | |
| ● | Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Class A Ordinary Shares. | |
| ● | We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements. | |
| ● | As a company incorporated in the BVI, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market listing standards. | |
| ● | We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. |
In addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed in “Risk Factors” and elsewhere in this annual report before investing in our Class A Ordinary Shares.
2
Risks Relating to Our Business and Industry
A significant amount of our revenue is generated from our existing long-term customers; thus, our inability to retain and maintain a good relationship with our existing customers can have a material adverse effect on our business and financial results.
As of the date of this annual report, our main line of revenue is generated from providing security services by monitoring properties, assets and building systems under 24/7 surveillance, ensuring security and business efficiency for our customers. A significant driver of our growth is our recurring revenue business in which customers who contracted to purchase our products and services and are required to pay monthly fees. As such, our ability to maintain our existing significant customer base is important to our long-term profitability. For the fiscal years ended December 31, 2025, 2024 and 2023, the total sales to our five largest customers accounted for 30%, 23% and 33% of our total revenue, respectively. The loss or material reduction of business, either due to a reduction in demand from one or more of our significant customers, such as industrial and commercial customers, or our inability to timely meet any elevated level of customer demand for various reasons, the lack of success of sales initiatives or changes in customer preferences or loyalties for our products and services related to any such significant customer could have a material adverse impact on our business. This requires that we minimize our rate of customer disconnects, or attrition, which can increase as a result of factors such as problems experienced with our product or service quality, customer service, customer non-pay, unfavorable general economic conditions, and the preference for lower pricing of competitors’ products and services over ours. If attrition rates were to rise significantly, we may be required to accelerate the depreciation and amortization expense for, or to impair, certain of our assets, including with respect to customer relationships, which would cause a material adverse effect on our financial condition and results of operations.
We currently report our financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles.
We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, and those differences may be material. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our recent revenues.
Historically, we have derived a significant portion of our revenues from our top five customers. For the fiscal years ended December 31, 2025, 2024 and 2023 the total sales to our five largest customers accounted for 30%, 23% and 33% of our total revenue, respectively.
There are inherent risks whenever a large percentage of total revenues are concentrated on a limited number of customers. It is not possible for us to predict the future level of demand for our services that will be generated by these customers. In addition, revenues from these larger customers may fluctuate from time to time based on the commencement and completion of projects, the timing of which may be affected by market conditions or other facts, some of which may be outside of our control. Further, some of our contracts with these larger customers permit them to terminate our services at any time (subject to notice and certain other provisions). If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce the prices we charge for our services which could have an adverse effect on our margins and financial position, and could negatively affect our revenues and results of operations and/or trading price of our Class A Ordinary Shares. If any of these largest customers terminates our services, such termination would negatively affect our revenues and results of operations and/or trading price of our Class A Ordinary Shares.
3
If we fail to attract, retain and engage appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed. In addition, changes in market compensation rates may adversely affect our profitability.
One of the key products we offer is a suite of smart security solutions called “I-Guarding Services”. The first of these solutions is our patented IFS, a mobile vehicular platform providing security and facility maintenance services. Our I-Guarding Services offer high-quality and advanced technological products and services for our customers and require a highly trained and engaged workforce. As a result, we rely on our ability to attract, train and retain sufficient numbers of qualified employees. Specifically, because employees become more productive and skillful as they gain experience, market demand for such employees will become more competitive and retaining those individuals is very important for our success, especially as we expand and grow our market. Further, failure to recruit or retain qualified employees in the future may impair our efficiency and effectiveness and our ability to pursue growth opportunities. A significant amount of turnover of our executive team or other employees in key positions, such as Co-Chief Executive Officers may negatively impact our operations. Factors that affect our ability to maintain sufficient numbers of qualified employees include, for example, employee engagement, our reputation, unemployment rates, competition from other employers, availability of qualified personnel and our ability to offer appropriate compensation and benefit packages. If we are unable to attract, train and retain sufficient numbers of qualified employees, our business, financial condition, cash flows or results of operations could be adversely affected.
We operate in a competitive labor market and there is a risk that market increases in compensation and employer-provided benefits could have a material adverse effect on our profitability. We may also be subject to continued market pressure to increase employee hourly wage rates and increased cost pressure on employer-provided benefits. Our need to implement corresponding adjustments within our labor model and compensation and benefit packages could have a material adverse impact to the profitability of our business.
A critical part of our success was driven by introducing and providing innovative and cost-saving security services. If our new products and services are not successful, it could have a material adverse effect on our business.
A critical part of our business success was driven by introducing and providing innovative and cost-saving security services for our customers. As of the date of this annual report, we are offering products and services including I-Guarding Services, Man-Guarding Services, Consultancy and Training Services, etc. To stay competitive in the market, we believe we must continue to develop and commercialize new products and services that meet the varied and evolving needs of our customers in order to continue to grow our business. While we devote significant effort and resources to the research and development of new products, we cannot guarantee the new products and services we may launch in the future will be well received by our customers. In addition, the speed of development by our competitors and new market entrants is increasing. We cannot provide any assurance that any new product or service will be successfully commercialized in a timely manner, if ever, or, if commercialized, will result in returns greater than our investment. Investment in a product or service could divert our attention and resources from other projects that become more commercially viable in the market. We also cannot provide any assurance that any new product or service will be accepted by the market. In addition, new products and services may present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if our customers experience service failures or other quality issues. To the extent our new products and services are not successful, it could have a material adverse effect on our business, financial condition, cash flow or results of operations.
The proper and efficient functioning of our computer, data backup, information technology, telecom and processing systems, and our monitoring stations are essential to our business.
Our central monitoring facilities depend on the proper and efficient functioning of our computer, data backup, information technology, telecom and processing systems, and other platforms. If there is a catastrophic event, natural disaster, security breach, negligent or intentional act by an employee or other extraordinary event, the malfunctioning of our information technology system could cause us unable to respond to emergencies on a timely manner. Furthermore, because computer and data backup and processing systems are susceptible to malfunctions and interruptions, we cannot guarantee that we will not experience service failures in the future. A significant or large-scale malfunction or interruption of any computer or data backup and processing system could adversely affect our ability to keep our operations running efficiently and respond to alarm system signals. If a malfunction results in a wider or sustained disruption, it could have a material adverse effect on our reputation, business, financial condition, cash flows or results of operations.
4
Product defects or shortfalls in customer service may damage our reputation as a high-quality security service provider.
The success of our business depends on our reputation and ability to maintain good relationships with our customers, suppliers, and local regulators, among others. Our reputation may be harmed either through product defects or shortfalls in customer service. Customers generally judge our performance through their interactions with staff at our monitoring and customer care centers, and field installation and service technicians, as well as their day-to-day interactions with our products. Any failure to meet customers’ expectations in such customer service areas could cause an increase in attrition rates or make it difficult to obtain new customers. Any harm to our reputation or customer relationships caused by the actions of our personnel, or third-party product or service providers or any other factors could have a material adverse effect on our business, financial condition, results of operations, and cash flows. In addition, our products and services may contain undetected defects in the software, infrastructure, third-party components or processes. If these solutions fail for any reason, including due to defects in our equipment, software, a carrier outage or user error, we could be subject to liability for such failures and our business could suffer.
As a security service provider, we are exposed to greater risk of liability for employee acts or omissions or system failure, than may be inherent in other businesses.
The nature of the products and services we provide potentially exposes us to greater risks of liability for employee acts or omissions or system failures than may be inherent in other businesses. If customers believe that they incurred losses as a result of our action or inaction, the customers, or their insurers, could in the future bring claims against us. In addition, there can be no assurance that we are adequately insured for these risks. Certain of our insurance policies may limit or prohibit insurance coverage for punitive or certain other types of damages or liability arising from gross negligence. If significant uninsured damages are assessed against us, the resulting liability could have a material adverse effect on our business, financial condition, cash flows or results of operations.
A disruption in the operation of our monitoring facilities or customer care resources could materially adversely affect our business.
A disruption in our ability to provide security monitoring services or otherwise provide ongoing customer care to our customers could have a material adverse effect on our business. A disruption could occur for many reasons, including fire, natural disasters, weather, and the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity), health epidemics or pandemics, transmission interruption, extended power outages, human or other error, malicious acts, provider preferences regarding the signals that get transmitted, government actions, war, terrorism, sabotage, or other conflicts, or as a result of disruptions to internal and external networks or third party transmission lines. Monitoring and customer care could also be disrupted by information systems and network-related events or cybersecurity attacks, such as computer hacking, computer viruses, worms, or other malicious software, distributed denial of service attacks, malicious social engineering, or other destructive or disruptive activities that could also cause damage to our properties, equipment, and data. A failure of our back-up procedures or a disruption affecting monitoring facilities could disrupt our ability to provide security monitoring or customer care services to our customers. If we experience such disruptions, we may experience customer dissatisfaction and potential loss of confidence, and liabilities to customers or other third parties, each of which could harm our reputation and impact future revenues. We could also be subject to claims or litigation with respect to losses caused by such disruptions. Our insurance may not be sufficient to fully cover our losses or may not cover a particular event at all. Any such disruptions or outcomes could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Our industry is highly competitive.
The markets in which we operate include a large number of participants, including multinational, regional and small, local companies. As we plan to expand beyond the Singaporean market, such as North America, Malaysia, and Australia, we will face increasing competition from internet service providers, large technology companies, singular experience companies, industrial and smart hardware companies, and others that may have greater capital and resources than us. We also face competition from large residential security companies that have or may have greater capital and other resources than we do. Competitors that are larger in scale and have greater resources may benefit from greater economies of scale and other lower costs that permit them to offer more favorable terms to consumers (including lower service costs) than we offer, causing such consumers to choose to enter into contracts with such competitors. These competitors may also benefit from greater name recognition and superior advertising, marketing, promotional and other resources. To the extent that such competitors utilize any competitive advantages in markets where our business is more highly concentrated, the negative impact on our business may increase over time. In addition to potentially reducing the number of new customers we are able to originate, increased competition could also result in increased customers acquisition costs and higher attrition rates that would negatively impact us over time. The benefit offered to larger competitors from economies of scale and other lower costs may be magnified by an economic downturn in which customers put a greater emphasis on lower cost products or services. In addition, we face competition from regional competitors that concentrate their capital and other resources in targeting local markets.
5
To stay competitive, we focus on quality, innovation, expertise, effective channels to market, breadth of product offering and price. We may be unable to effectively compete on all these bases. If we are unable to anticipate evolving trends in the market or the timing and scale of our competitors’ activities and initiatives, the demand for our products and services could be negatively impacted. In addition, we compete in an industry that is experiencing the convergence of mechanical, electronic and digital products. Technology and innovation play significant roles in the competitive landscape. Our success depends, in part, upon the research, development and implementation of new technologies and products including obtaining, maintaining and enforcing necessary intellectual property protections. Securing and maintaining key partnerships and alliances, recruiting and retaining highly skilled and qualified employee talent and having access to technologies, services, intellectual property and solutions developed by others will play a significant role in our ability to effectively compete. The continual development of new technologies by existing and new competitors, including non-traditional competitors with significant resources, could adversely affect our ability to sustain operating margins and desirable levels of sales volumes. To remain competitive, we must develop new products and service offerings and respond to new technologies in a timely manner.
Our monitoring security facilities will call the police and fire departments when emergencies arise. If the police and fire departments fail or delay responding to our calls, our business and reputation could be adversely affected.
Our monitoring security facilities will call the police and fire departments when emergencies arise. If the police and fire departments fail to respond or delay responding to our calls, our customers may suffer economically and incur physical injuries. In such instances, we may be subject to legal liability by potential lawsuits against us. As a result, our brand reputation would be damaged. Such events could adversely affect our ability to attract and retain customers and could negatively impact our business, financial condition, results of operations, and cash flow.
Our insurance policies may not cover all of our operating risks and a casualty loss beyond the limits of our coverage could negatively impact our business.
We are subject to all of the operating hazards and risks normally incidental to the provision of our products and services and business operations. We maintain insurance policies in such amounts and with such coverage and deductibles as required by law and that we believe are reasonable and prudent. Nevertheless, such insurance may not be adequate to protect us from all the liabilities and expenses that may arise from claims for personal injury, death or property damage arising in the ordinary course of our business and current levels of insurance may not be able to be maintained or available at economical prices. If a significant liability claim is brought against us that is not covered by insurance, then we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition, cash flows or results of operations.
We will be subject to risks related to currency exchange rate fluctuations as we plan to expand our business internationally, and such risks may have an adverse effect on our business, financial condition, results of operations and cash flows.
We expect sales to non-Singaporean customers to represent a significant portion of our revenues in the future. Although we may enter into currency exchange contracts to reduce our risk related to currency exchange fluctuations, changes in the relative fair values of currencies occur from time to time. We do not hedge against all our currency exposure, and therefore, our results of operations will continue to be susceptible to impacts from currency fluctuations. Further, we may invoice customers in a currency other than its functional currency or may be invoiced by suppliers in a currency other than its functional currency, which could result in unfavorable translation effects on our results of operations.
6
Shareholder and customer emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.
Our shareholders, customers and employees continue to expect a more proactive response to environmental, social, and governance (“ESG”) matters. We may incur increased costs and may be exposed to new risks responding to these higher expectations. Although we believe that our emphasis on ESG priorities can help drive sustainable business practices that are crucial to our long-term growth, we may face reputational challenges in the event that we are unable to achieve these goals or our ESG standards do not meet those set by certain constituencies. These reputational challenges could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our strategic initiatives, including enterprise excellence efforts among other significant capital expenditure projects, may not achieve the improvements or financial returns we expect.
We utilize a number of tools to improve efficiency and productivity. Implementation of new processes to our operations could cause disruptions and may prove to be more difficult, costly or time-consuming than expected. Additionally, from time to time we undertake substantial capital projects for varying reasons, such as to increase production capacity or to insource certain products, parts or components. We invest in areas we believe best align with our business strategies and that will optimize future returns. However, there can be no assurance that all our planned enterprise excellence projects or other capital expenditures will be fully implemented, or if implemented, will realize the expected improvements or financial returns.
We may pursue additional business opportunities and may decide to eliminate or acquire certain businesses, which could expose us to additional risks.
We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional business opportunities and may decide to eliminate or acquire certain businesses, products or services or expand into new channels or industries. Such acquisitions or dispositions could be material. There are various risks and uncertainties associated with potential acquisitions and divestitures, including: (1) availability of financing; (2) difficulties related to integrating previously separate businesses into a single unit, including product and service offerings, distribution and operational capabilities and business cultures; (3) general business disruption; (4) managing the integration process; (5) diversion of management’s attention from day-to-day operations, assumption of costs and liabilities of an acquired business, including unforeseen or contingent liabilities or liabilities in excess of the amounts estimated; (7) failure to realize anticipated benefits and synergies, such as cost savings and revenue enhancements; (8) potentially substantial costs and expenses associated with acquisitions and dispositions; (9) potential increases in compliance costs; (10) failure to retain and motivate key employees; and (11) difficulties in applying our internal control over financial reporting and disclosure controls and procedures to an acquired business. Any or all of these risks and uncertainties, individually or collectively, could have material adverse effect on our business, financial condition, cash flow or results of operations. We can offer no assurance that any such strategic opportunities will prove to be successful. Additionally, any new product or service offerings could require developmental investments or have higher cost structures than our current arrangements, which could reduce operating margins and require more working capital. Moreover, expansion into any new industry or channel could result in higher compliance costs as we may become subject to laws and regulations to which we are not currently subject.
From time to time, we are subject to claims for infringing, misappropriating or otherwise violating the intellectual property rights of others and will be subject to such claims in the future, which could have an adverse effect on our business and operations.
We cannot be certain that our products and services or those of third parties that we incorporate into our offerings do not and will not infringe the intellectual property rights of others. Many of our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. From time to time, we are subject to claims based on allegations of infringement, misappropriation or other violations of the intellectual property rights of others, including litigation brought by special purpose or so-called “non-practicing” entities that focus solely on extracting royalties and settlements by enforcing intellectual property rights and against whom our patents may therefore provide little or no deterrence or protection.
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Regardless of their merits, intellectual property claims divert the attention of our personnel and are often time- consuming and expensive. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue or modify certain products or services that are found to infringe another party’s rights or enter into licensing agreements with costly royalty payments. Defending against claims of infringement, misappropriation or other violations or being deemed to be infringing, misappropriating or otherwise violating the intellectual property rights of others could impair our ability to innovate, develop, distribute and sell our current and planned products and services.
Although third parties may offer a license to their technology or other intellectual property, the terms of any offered license may not be acceptable, and the failure to obtain a license or the costs associated with any license could cause our business, financial condition and results of operations to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its technology or other intellectual property on reasonable terms, or at all, we could be enjoined from continued use of such intellectual property. As a result, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we could be unable to continue to offer our affected products, subscriptions or services), effort, and expense and may ultimately not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from distributing certain products, providing certain subscriptions or performing certain services that requires us to pay substantial damages, royalties or other fees. Any of these events could harm our business, financial condition and results of operations.
Our inability to acquire necessary intellectual property or adequately protect our intellectual property could adversely affect our business and results of operation.
Our intellectual property, including our patents, trademarks, copyrights, trade secrets and other proprietary rights, constitutes a significant part of our value. Our success depends, in part, on our ability to protect our proprietary technology, brands and other intellectual property against dilution, infringement, misappropriation and competitive pressure by defending our intellectual property rights. To protect our intellectual property rights, we rely on a combination of patent, trademark, copyright and trade secret laws and a combination of confidentiality procedures, contractual provisions and other methods, all of which offer only limited protection. In addition, we make efforts to acquire rights to intellectual property necessary for our operations. However, there can be no assurance that these measures will be successful in any given case, particularly in those countries where the laws do not protect our proprietary rights as rigorously.
We own a portfolio of issued patents that relate to our security product and services utilized in our business. We may file additional patent applications in the future. The process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner all the way through to the successful issuance of a patent. We may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions. In addition, issuance of a patent does not guarantee that we have an absolute right to practice the patented invention.
If we fail to acquire the necessary intellectual property rights or adequately protect or assert our intellectual property rights, competitors may dilute our brands or manufacture and market similar products and services or convert our customers, which could adversely affect our market share and results of operations. We may not receive patents or trademarks for all our pending patent and trademark applications, and existing or future patents or licenses may not provide competitive advantages for our products and services. Furthermore, it is possible that our patent applications may not issue as granted patents, that the scope of our issued patents will be insufficient or not have the coverage originally sought, or that our issued patents will not provide us with any competitive advantages. Our competitors may challenge, invalidate or avoid the application of our existing or future intellectual property rights that we obtain or license. In addition, patent rights may not prevent our competitors from developing, using or selling products or services that are similar to or address the same market as our products and services. The loss of protection for our intellectual property rights could reduce the market value of our brands and our products and services, reduce new customers originations or upgrade sales to existing customers, lower our profits, and could have a material adverse effect on our business, financial condition, cash flows or results of operations.
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Our policy is to require our employees that were hired to develop material intellectual property included in our products to execute written agreements in which they assign to us their rights in potential inventions and other intellectual property created within the scope of their employment (or, with respect to consultants and service providers, their engagement to develop such intellectual property), but we cannot assure you that we have adequately protected our rights in every such agreement or that we have executed an agreement with every such party. Finally, in order to benefit from the protection of patents and other intellectual property rights, we must monitor and detect infringement, misappropriation or other violations of our intellectual property rights and pursue infringement, misappropriation or other claims in certain circumstances in relevant jurisdictions, all of which are costly and time-consuming. As a result, we may not be able to obtain adequate protection or to effectively enforce our issued patents or other intellectual property rights.
In addition to patents and registered trademarks, we rely on trade secret rights, copyrights and other rights to protect our unpatented proprietary intellectual property and technology. Despite our efforts to protect our proprietary technologies and our intellectual property rights, unauthorized parties, including our employees, consultants, or service providers, may attempt to copy aspects of our products or obtain and use our trade secrets or other confidential information. We generally enter into confidentiality agreements with our employees and third parties that have access to our material confidential information, and generally limits access to and distribution of our proprietary information and proprietary technology through certain procedural safeguards. These agreements may not effectively prevent unauthorized use or disclosure of our intellectual property or technology, could be breached or otherwise may not provide meaningful protection for our trade secrets and know-how related to the design, manufacture or operation of our products and may not provide an adequate remedy in the event of unauthorized use or disclosure. We cannot assure you that the steps taken by us will prevent misappropriation of our intellectual property or technology or infringement of our intellectual property rights. Competitors may independently develop technologies or products that are substantially equivalent or superior to our solutions or that inappropriately incorporate our proprietary technology into their products or they may hire our former employees who may misappropriate our proprietary technology or misuse our confidential information. In addition, if we expand the geography of our service offerings, the laws of some foreign countries where we may do business in the future do not protect intellectual property rights and technology to the same extent as the laws of Singapore, and these countries may not enforce these laws as diligently as government agencies and private parties in Singapore.
From time to time, legal action by us may be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the intellectual property rights of others or to defend against claims of infringement, misappropriation or invalidity. Such litigation could result in substantial costs and diversion of resources and could negatively affect our business, operating results and financial condition. If we are unable to protect our intellectual property and technology, we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, time and effort required to create the innovative products that have enabled us to be successful to date.
Unauthorized use of our brand names by third parties, and the expenses incurred in developing and preserving the value of our brand names, may materially adversely affect our business.
Our brand names are critical to our success. Unauthorized use of our brand names by third parties may materially adversely affect our business and reputation, including the perceived quality and reliability of our products and services. We rely on patents, trademark law, company brand name protection policies, and agreements with our employees, customers, business partners, and others to protect the value of our brand names. Despite our precautions, we cannot provide assurance that those procedures are sufficiently effective to protect against unauthorized third-party use of our brand names. Third parties may use our brand names to engage in fraudulent activities, including unauthorized telemarketing conducted in our names to induce our existing customers to switch to competing service providers, lead generation activities for competitors, and obtaining personally identifiable or personal financial information. Third parties sometimes use our names and trademarks, or other confusingly similar variations thereof, in other contexts that may impact our brands. We may not be successful in detecting, investigating, preventing, or prosecuting all unauthorized third-party use of our brand names. Future litigation with respect to such unauthorized use could also result in substantial costs and diversion of our resources. These factors could materially adversely affect our reputation, business, financial condition, results of operations, and cash flows.
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We may be subject to class action and other lawsuits which may harm our business and results of operations.
We may be subject to litigation involving alleged violations of privacy, consumer protection laws, employment laws, or other matters. In addition, if we successfully launch our initial public offering, we may in the future be subject to securities litigation that may be lengthy and may result in substantial costs and a diversion of management’s attention and resources. Results cannot be predicted with certainty, and an adverse outcome in such litigation could result in monetary damages or injunctive relief that could materially adversely affect our business, financial condition, results of operations, and cash flows.
In addition, we are currently and may in the future become subject to legal proceedings and commercial or contractual disputes other than class actions. These are typically claims that arise in the normal course of business including, without limitation, commercial general liability claims, automobile liability claims, contractual disputes, worker’s compensation claims, labor law and employment claims, personal injuries, property damage, and claims that we infringed on the intellectual property of others. There is a possibility that such claims may have a material adverse effect on our business, financial condition, results of operations, and cash flows that is greater than we anticipate and/or negatively affect our reputation.
Our historical performance in revenues and other operating and financial results should not be considered indicative of our future performance.
Prior growth rates in revenues and other operating and financial results should not be considered indicative of our future performance. Revenue for the years ended December 31, 2025, 2024 and 2023 was US$12,475,443, US$10,490,668 and US$10,655,993, respectively. For the same years, we incurred a net profit/(loss) of US$(15,202,384), US$(83,623,097) and US$994,194, respectively. Our future performance and operating results depend on, among other things: (1) our ability to renew and/or upgrade contracts with existing customers and maintain customers satisfaction with existing customers; (2) our ability to generate new customers; (3) our ability to increase the density of our customers base for existing service locations or continue to expand into new geographic markets; (4) our ability to successfully develop and market new and innovative products and services; (5) the level of product, service and price competition; (6) the degree of saturation in, and our ability to further penetrate, existing markets; (7) our ability to manage growth, revenues, origination or acquisition costs of new customers and attrition rates, the cost of servicing our existing customers and general and administrative costs; and (8) our ability to attract, train and retain qualified employees. If our future operating and financial results suffer as a result of any of the other reasons mentioned above, or any other reasons, there could be a material adverse effect on our business, financial condition, cash flows or results of operations.
The security of our information and technology networks is critical to the safety of our customers and success of our business, and failure to maintain the security of our information and technology networks could damage our brand reputation and adversely affect our business.
We rely on information technology networks and systems, including the internet, to monitor and maintain security of the properties that we serve. If we experience disruption or if there are security breaches of our information and technology networks, we may be unable to detect irregularities and emergencies that could occur on the properties we have contracted to protect. Such failure could expose us to substantial economic and legal liability. In addition, we also process, transmit and store electronic information and, in the normal course of our business, we collect and retain certain information pertaining to our distributors, customers, partners and employees, including personal information.
If security breaches in connection with the delivery of our solutions allow unauthorized third parties to access any of this data or obtain control of our systems, our reputation, business, financial condition, cash flows and results of operations could be harmed.
The legal, regulatory and contractual environment surrounding information security, privacy and credit card fraud is constantly evolving and companies that collect and retain such information are under increasing attack by cyber-criminals around the world. Further, as the regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the protection of data and personal information expand and become more complex, these potential risks to our business will intensify. A significant actual or potential theft, loss, fraudulent use or misuse of distributors, customers, employee or other personally identifiable data, whether by third parties or as a result of employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or a violation of our privacy and security policies with respect to such data could result in loss of confidential information, damage to our reputation, early termination of our business relationships, litigation, regulatory investigations or actions and other liabilities or actions against us, including significant fines by governmental authorities, and private claims by companies and individuals for violation of data privacy and security regulations.
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In addition, cyber-attacks from computer hackers and cyber criminals and other malicious internet-based activity continue to increase generally, and perpetrators of cyber-attacks may be able to develop and deploy viruses, worms, ransomware, malware, DNS attacks, wireless network attacks, attacks on our cloud networks, phishing attempts, social engineering attempts, distributed denial of service attacks and other advanced persistent threats or malicious software programs that attack our products and services, our networks and network endpoints or otherwise exploit any security vulnerabilities of our products, services and networks. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. We cannot be certain that advances in cyber-capabilities or other developments will not compromise or breach the technology protecting the networks that access our platforms and solutions, and we can make no assurance that we will be able to detect, prevent, timely and adequately address or mitigate the negative effects of cyber-attacks or other security breaches. If any one of these risks materializes, our business, financial condition, cash flows or results of operations could be materially and adversely affected.
We must successfully upgrade and maintain our information technology systems.
We rely on various information technology systems to manage our operations. As necessary, we implement modifications and upgrades to these systems, and replace certain of our legacy systems with successor systems with new functionality.
There are inherent costs and risks associated with modifying or changing these systems and implementing new systems, including potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. While management seeks to identify and remediate issues, we can provide no assurance that our identification and remediation efforts will be successful or that we will not encounter additional issues as we complete the implementation of these and other systems. In addition, our information technology system implementations may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. The implementation of new information technology systems may also cause disruptions in our business operations and have an adverse effect on our business, cash flows and operations.
We rely on third-party providers of telecommunication technologies and services for our monitoring operations.
Our monitoring services depend upon third-party cellular and other telecommunications providers to communicate signals to and from our customers in a timely, cost-efficient and consistent manner. The failure of one or more of these providers to transmit and communicate signals in a timely manner could affect our ability to provide services to our customers. There can be no assurance that third-party telecommunications providers and signal processing centers will continue to transmit and communicate signals to or from our third-party providers and the monitoring stations without disruption. Any such disruption, particularly one of a prolonged duration, could have a material adverse effect on our business. In addition, failure to renew contracts with existing providers or to contract with other providers on commercially acceptable terms or at all may adversely impact our business.
We rely on certain third-party providers of licensed software and services integral to the operations of our business.
Certain aspects of the operation of our business depend on third-party software and service providers. We rely on certain software technology that we license from third parties and use in our products and services to perform key functions and provide critical functionality. With regard to licensed software technology, we are, to a certain extent, dependent upon the ability of third parties to maintain, enhance or develop their software and services on a timely and cost-effective basis, to meet industry technological standards and innovations to deliver software and services that are free of defects or security vulnerabilities, and to ensure their software and services are free from disruptions or interruptions. Further, these third-party services and software licenses may not always be available to us on commercially reasonable terms or at all.
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If our agreements with third-party software or services vendors are not renewed or the third-party software or services become obsolete, fail to function properly, are incompatible with future versions of our products or services, are defective or otherwise fail to address our needs, there is no assurance that we would be able to replace the functionality provided by the third-party software or services with software or services from alternative providers. Any of these factors could have a material adverse effect on our financial condition, cash flows or results of operations.
Reliance on external security vendors may increase our operational and financial risks.
Our Company increasingly relies on external security vendors to supply and deploy security personnel to meet the specific needs of our customers. This reliance is due, in part, to fluctuating demand and the operational flexibility these vendors offer. However, outsourcing security personnel carries several operational and financial risks. External vendors may have different standards for training, oversight, and compliance, potentially impacting the consistency and quality of our security services. This reduced control can lead to lapses in service quality, compliance issues, and reputational risks if vendors fail to meet customer expectations or our internal standards. Additionally, as external vendor fees and labor costs fluctuate, our dependence on outsourced security guards could lead to increased operational costs, adversely affecting our profit margins and financial stability.
The need to subcontract security personnel may also reflect challenges in customer adoption of our technology solutions, which are designed to reduce reliance on manual labor and improve efficiency. As digitalization of security services progresses, customers who resist these changes or prefer traditional, labor-intensive security methods may opt for services that are less dependent on technology, potentially impacting our competitive position in the market. If our efforts to drive customer adoption of technology-based solutions are unsuccessful, or if resistance to technological integration remains high, our ability to maintain and grow our customer base could be compromised, affecting both our business model and financial results.
The loss or changes to our senior management could disrupt our business.
Competition for senior management talent having security experience has increased. Factors that impact our ability to attract and retain senior management include compensation and benefits and our successful reputation as a top provider in these industries. Our success partly depends on our senior management and key employees’ ability to effectively implement our business strategies and to continue to identify and grow talent through our annual strategic talent planning process. In addition, the success of each of our segments depends on a highly qualified leader with relevant industry and operational experience, as well as its entire management team. The unexpected loss of any member of our senior management team and the related loss of their knowledge of products, offerings, and industry experience, and the difficulty of quickly finding qualified senior management talent to replace any such loss, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
We may be adversely affected by global economic and political instability.
As we seek to continue to expand our business, our overall performance will depend in part on worldwide economic and geopolitical conditions. Economies domestically and internationally have been affected from time to time by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, employment pressures in services sectors, volatility in credit, equity and foreign exchange markets, bankruptcies and outbreaks of variants of COVID-19, as well as war between Russia and Ukraine, conflict between Israel and Gaza, terrorist activity, political or social unrest, civil strife and other geopolitical uncertainty, and the resulting impact on business continuity and travel, supply chain disruptions, inflation, security issues, and overall uncertainty with respect to the economy, including with respect to tariff and trade issues. To the extent that inflationary pressures and other global factors lead to an economic recession, demand for our solutions, our business and financial condition could be negatively impacted.
The U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and ongoing or recent military conflict between Russia and Ukraine, and between Israel and Hamas. In February 2022, Russia launched a full-scale military invasion of Ukraine. In February 2026, the United States and Israel launched their aerial attacks of Iran. Although the length and impact of the ongoing military conflicts are highly unpredictable, these conflicts could lead to market disruptions, including significant volatility in commodity prices, availability of the credit markets and capital markets. These military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. Any of the abovementioned factors could affect our business, prospects, financial condition, and operating results.
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In addition, inflation rates globally have increased rapidly in the past several years, which may result in decreased demand for our products and services, increases in our operating costs including our labor costs, constrained credit and liquidity, and volatility in financial markets. There continues to be uncertainty in the changing market and economic conditions, including the possibility of additional measures that could be taken by central banks and other government agencies. All of the abovementioned factors could have an adverse impact on our financial results.
Risks Relating to Regulatory Compliance
Increasing legislative and regulatory initiatives on cybersecurity and data privacy regulations could adversely impact our business and financial results.
During our operations, we gather, process, transmit and store sensitive information, including personal, payment, credit and other confidential and private information. We may use some of this information for operational and marketing purposes while operating our business.
As we plan to enter North America, Malaysia and Australia markets, our collection, retention, transfer and use of this information will be governed by Singaporean and foreign laws and regulations relating to privacy, data protection and information security, industry standards and protocols, or it may be asserted that such industry standards or protocols apply to us. The regulatory framework for privacy and information security issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. For example, in the United States, federal and various state and provincial governmental bodies and agencies have adopted or are considering adopting laws and regulations limiting, or laws and regulations regarding the collection, distribution, use, disclosure, storage, and security of certain categories of information. These new laws and regulations may also impact the way we design and develop new technology solutions. Some of these requirements include obligations of companies to notify individuals of security breaches involving particular personal information, which could result from exploitation of a vulnerability in our systems or services or breaches experienced by our service providers and/or partners. For example, in the State of California, the California Consumer Privacy Act (“CCPA”) provides for enhanced consumer protections for California residents, a private right of action for data breaches of certain personal information and statutory fines and damages for such data breaches or other CCPA violations, as well as a requirement of “reasonable” cybersecurity. In addition, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020, which amends and expands the CCPA with additional data privacy compliance requirements and establishes a regulatory agency dedicated to enforcing those requirements. We are also subject to state and federal laws and regulations regarding telemarketing and other telephonic communications and state and federal laws regarding unsolicited commercial emails, as well as regulations relating to automated telemarketing calls, texts or SMS messages.
Many jurisdictions have established their own data security and privacy legal and regulatory frameworks with which we must comply to the extent our operations expand into these geographies or the laws and regulations in these frameworks otherwise may be interpreted to apply to us. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of data that identifies or may be used to identify or locate an individual, such as names, email addresses and, in some jurisdictions, internet protocol addresses. We are also bound by contractual requirements relating to privacy, data protection and information security, and may agree to additional contractual requirements addressing these matters from time to time.
Our compliance with these various requirements increases our operating costs, and additional laws, regulations, standards or protocols (or new interpretations of existing laws, regulations, standards or protocols) in these areas may further increase our operating costs, require us to take on additional privacy and data security related obligations in our contracts and adversely affect our ability to effectively market our products and services. In view of new or modified legal obligations relating to privacy, data protection or information security, or any changes in their interpretation, we may find it necessary or desirable to fundamentally change our business activities and practices or to expend significant resources to modify our products and services and otherwise adapt to these changes. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new services and features could be limited.
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Further, our failure or perceived failure to comply with any of these laws, regulations, standards, protocols or other obligations could result in a loss of customer data, fines, sanctions and other liabilities and additional restrictions on our collection, transfer or use of customer data. In addition, our failure to comply with any of these laws, regulations, standards, protocols or other obligations could result in a material adverse effect on our reputation, customer attrition, new customer origination, financial condition, cash flows or results of operations.
As we expand globally, we will be subject to more regulation by various governmental agencies.
Our expansion plan includes entering the security service markets in North America, Malaysia, Australia, and more. As we expand our business into other countries, we will be subject to regulation by various federal, state, local and foreign governmental agencies, including, but not limited to, Personal Data Protection Act 2012 (PDPA), Infocomm Media Development Authority (IMDA), Regulations on Labor, Road Traffic Act 1961 and Workplace Safety and Health Act 2006.
Apart from the Private Security Industry Act 2007 and its subsidiary legislation, our business operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies and businesses incorporated and/or operating in Singapore.
Changes in laws that apply to us could result in increased regulatory requirements and compliance costs which could harm our business, financial condition, cash flows and results of operations. In certain jurisdictions, regulatory requirements may be more stringent than in Singapore. Noncompliance with applicable regulations or requirements could subject us to whistleblower complaints, investigations, sanctions, settlements, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions, suspension or debarment from contracting with certain governments or other customers, the loss of export privileges, multi-jurisdictional liability, reputational harm, and other collateral consequences. If any governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition, cash flows and results of operations could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and an increase in defense costs and other professional fees.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Our current auditor, Guangdong Prouden CPAs GP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to PCAOB’s regular inspections to assess its compliance with the applicable professional standards. Guangdong Prouden CPAs GP is headquartered in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022, and is subject to inspection by the PCAOB on a regular basis.
Our current auditor is not identified in the report issued by PCAOB on December 16, 2021 as a firm subject to the PCAOB’s determination. As a result, we and investors in our Class A Ordinary Shares were deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in mainland China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our Class A Ordinary Shares would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in our ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
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Risks Relating to Our Class A Ordinary Shares
Our dual class voting structure has the effect of concentrating the voting control to holders of our Class B Ordinary Shares, which will limit or preclude your ability to influence corporate matters, and your interests may conflict with the interests of these shareholders. It may also adversely affect the trading market for our Class A Ordinary Shares due to exclusion from certain stock market indices and depress the trading price of our Class A Ordinary Shares.
We adopted a dual class voting structure such that our ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. Class B Ordinary Shares are entitled to 100 votes per share on proposals requiring or requesting shareholder approval, and Class A Ordinary Shares are entitled to one vote on any such matter. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Other than as to voting and conversion rights, Class B Ordinary Shares and Class A Ordinary Shares have the same rights and rank pari passu with one another, including the rights to dividends and other capital distribution.
As of the date of this annual report, Mr. Swee Kheng Chua, our Co-Chief Executive Officer and Chairman of the Board, retains controlling voting power in the Company based on having approximately 89.4% of the combined voting power of our outstanding ordinary shares. Because of the one hundred-to-one voting ratio between our Class B and Class A Ordinary Shares, Mr. Swee Kheng Chua, will have the ability to control the outcome of most matters requiring shareholder approval, including:
| ● | the election of our Board and, through our Board, decision making with respect to our business direction and policies, including the appointment and removal of our officers; |
| ● | mergers, de-mergers and other significant corporate transactions; |
| ● | changes to our constitution; and |
| ● | our capital structure. |
This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you, as a holder of our Class A Ordinary Shares, might otherwise receive a premium for your shares.
S&P Dow Jones and FTSE Russell have implemented changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, namely, to exclude companies with multiple classes of ordinary shares from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of the Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be materially adversely affected.
Future issuance of ordinary shares will result in additional dilution of the percentage ownership of our shareholders and could cause the price of the Class A Ordinary Shares to fall.
We may need additional capital in the future to finance our operations. We may sell ordinary shares, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. Furthermore, we may issue additional ordinary shares in connection with the grant of equity awards to employees under our equity incentive plans. Any such issuance of additional shares may cause shareholders to experience significant dilution of their ownership interests and the value of our securities to decline.
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The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to investors.
The trading price of our Class A Ordinary Shares will be volatile and could fluctuate widely. Many factors that are beyond our control may materially adversely affect the market price and marketability of our Class A Ordinary Shares and our ability to raise capital through equity financings. These factors include the following:
| ● | regulatory developments affecting us or our industry; |
| ● | variations in our revenues, earnings, cash flow and data related to our operations; |
| ● | changes in market condition, market potential and competitive landscape; |
| ● | announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; | |
| ● | fluctuations in global and Singaporean and global economies; | |
| ● | changes in financial estimates by securities analysts; | |
| ● | adverse publicity about us or our industry; | |
| ● | additions or departures of key personnel and senior management; | |
| ● | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and | |
| ● | potential litigation or regulatory investigations. |
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, it may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of our Class A Ordinary Shares.
To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. In connection with the audits of our consolidated financial statements as of December 31, 2025, 2024 and 2023, we and our independent registered public accounting firms identified certain material weaknesses in our internal control over financial reporting U.S. Public Company Accounting Oversight Board (“PCAOB”) of the United States. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
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As of December 31, 2025, our management identified the following material weaknesses in our internal control over financial reporting:
| ● | Lack of proper training of the accounting staff to ensure consistent application of IFRS as well as compliance with related financial reporting guidelines. |
| ● | Ineffective design of review controls regarding both routine accounting processes and accounting treatments for complex transactions to ensure that accounting transactions are properly recognized and measured in the consolidated financial statements. |
We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including: (i) hiring more qualified staff to fill up the key roles in the operations; and (ii) setting up a financial and system control framework with formal documentation of polices and controls in place.
We will be subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, our financial condition, results of operations and prospects, as well as the market for and trading price of our Class A Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. Before our initial public offering, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing.
We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.
As a company incorporated in the BVI, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market listing standards.
As a BVI company listed on the Nasdaq Stock Market, we are subject to the Nasdaq Stock Market listing standards, which requires listed companies to have, among other things, a majority of their board members to be independent and independent director oversight of executive compensation and nomination of directors. However, Nasdaq Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the BVI, which is our home country, may differ significantly from the Nasdaq Stock Market listing standards.
We are permitted to elect to rely on home country practice to be exempted from the corporate governance requirements. If we choose to follow home country practice in the future, our shareholders may be afforded less protection than they would otherwise enjoy if we complied fully with the Nasdaq Stock Market listing standards.
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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
We qualify as a foreign private issuer under the Exchange Act, and exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | the sections of the Exchange Act imposing liability for insiders who profit from trades made in a short period of time; and | |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD promulgated by SEC. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. However, the information we are required to file with or furnish to the SEC are less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and all of our officers, directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
As a controlled company, we are not subject to all of the corporate governance rules of the Nasdaq Capital Market.
The “controlled company” exception to the rules of the Nasdaq Capital Market provides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq Capital Market corporate governance rules. As of the date of this annual report, Mr. Swee Kheng Chua, our Co-Chief Executive Officer and a director of the Company, beneficially owned more than 50% of the voting power of our outstanding ordinary shares. We are a “controlled company” within the meaning of the corporate governance rules of the Nasdaq Capital Market. Controlled companies are exempt from the corporate governance rules of the Nasdaq Capital Market requiring that listed companies have (i) a majority of the board of directors consist of “independent” directors under the listing standards of the Nasdaq Capital Market, (ii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting the requirements of the Nasdaq Capital Market, and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of the Nasdaq Capital Market. We currently utilize and presently intend to continue to utilize these exemptions. As a result, we may not have a majority of independent directors, our nomination and corporate governance committee and compensation committee may not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the Nasdaq Capital Market. See “Management.”
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We do not intend to pay dividends for the foreseeable future.
We currently intend to retain all remaining funds and future earnings, if any, for the operations and expansion of the business of our operating subsidiaries and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant and will be subject to the restrictions contained in any future financing instruments.
If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.
The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under British Virgin Islands law.
We are a company incorporated under the laws of the British Virgin Islands. Our corporate affairs are governed by our Memorandum and Articles, the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary duties of our directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Certain corporate governance practices in the British Virgin Islands, where our holding company was incorporated, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance. If we choose to follow the British Virgin Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of the foregoing, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our board of directors than they would as public shareholders of a company incorporated in the United States.
If we cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of NASDAQ Capital Market, our Class A Ordinary Shares may not be listed or may be delisted, which could negatively impact the price of our Class A Ordinary Shares and your ability to sell them.
Our Class A Ordinary Shares are listed on the Nasdaq Capital Market. We cannot assure you that our Class A Ordinary Shares will continue to be listed on the Nasdaq Capital Market.
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In addition, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our Class A Ordinary Shares could be subject to delisting.
If the Nasdaq Capital Market delists our Class A Ordinary Shares from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our Class A Ordinary Shares; | |
| ● | reduced liquidity with respect to our Class A Ordinary Shares; | |
| ● | a determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share; | |
| ● | limited amount of news and analyst coverage; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
We will incur significant costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. We may fail to comply with the rules that apply to public companies, including Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, which could result in sanctions or other penalties that could materially and adversely affect our business, financial condition, results of operations and prospects.
We will incur significant legal, accounting and other expenses as a public company, including costs resulting from public company reporting obligations under the Exchange Act and regulations regarding corporate governance practices. The listing requirements of the Nasdaq Capital Market, and the rules of the SEC require that we satisfy certain corporate governance requirements relating to director independence, filing annual and interim reports, stockholder meetings, approvals and voting, soliciting proxies, conflicts of interest and a code of conduct. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements. Moreover, the reporting requirements, rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.
We are subject to Section 404 and the related rules of the SEC, which generally require our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting. Beginning with the second annual report that we will be required to file with the SEC, Section 404 requires an annual management assessment of the effectiveness of our internal control over financial reporting. However, for so long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.
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During the course of our review and testing, we may identify deficiencies and be unable to remediate them before we must provide the required reports. In connection with the audits of our consolidated financial statements for the years ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above-mentioned period. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses. We will engage external advisors with subject matter expertise and additional external resources to provide assistance in assessing the control environment and in reviewing our financial and SEC reporting compliance. We also expect to engage additional external advisors to provide assistance in the areas of information technology and financial accounting. In addition, as a public company we will be required to file accurate and timely interim and annual reports with the SEC under the Exchange Act. In order to report our results of operations and financial statements on an accurate and timely basis, we will depend in part on third parties to provide timely and accurate notice of their costs to us. Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of our shares from the Nasdaq Capital Market or other adverse consequences that would materially and adversely affect our business, financial condition, results of operations and prospects.
There can be no assurance that we will not be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Class A Ordinary Shares.
A non-U.S. corporation, such as our company, will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income; or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on the current and anticipated value of our assets and composition of our income and assets, we do not expect to be a PFIC for the current taxable year.
While we do not expect to be or become a PFIC for the taxable year ended December 31, 2025, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition and classification of our income, assets and operations. In particular, increased volatility in the market price of our Class A Ordinary Shares may significantly increase our risk of becoming a PFIC. The market price of our Class A Ordinary Shares may continue to fluctuate widely and, consequently, we cannot assure you of our PFIC status for any taxable year. Fluctuations in the market prices of our Class A Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unhooked intangibles, may be determined by reference to the market price of our Class A Ordinary Shares from time to time (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year.
If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”
ITEM 4. INFORMATION OF THE COMPANY
A. History and Development of the Company
General Information
Our corporate address is 3 Ang Mo Kio Street 62, #01-49 LINK@AMK, Singapore 569139. Our company email address is [email protected].
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Our website can be found at www.concordesecurity.com. The information contained on our website is not a part of this annual report, nor is such content incorporated by reference herein, and should not be relied upon in determining whether to make an investment in our Class A Ordinary Shares.
Corporate Structure
The chart below presents our current corporate structure, as of the date of this annual report:
| * | On January 23, 2026, the Group transferred the legal title of a 51% equity interest in Concorde Security Sdn Bhd, a wholly-owned subsidiary of the Group, to a third-party investor. Pursuant to a Deed of Trust entered into between the parties, the Group remains the 100% beneficial owner of Concorde Security Sdn Bhd Ltd, with the third-party holding the transferred equity interest solely in a nominee capacity for the benefit of the Group. As the Group retains full beneficial ownership and control over the subsidiary’s business and operations, Concorde Security Sdn Bhd continues to be 100% consolidated in the Group’s financial statements. |
Dual Class Structure
Under our current memorandum and articles of association, we are authorized to issue up to a maximum of 350,000,000 ordinary shares with a par value of US$0.00001 each comprising (i) 250,000,000 Class A Ordinary Shares with a par value of US$0.00001 each; and (ii) 100,000,000 Class B Ordinary Shares with a par value of US$0.00001 each. Class B Ordinary Shares are entitled to one hundred votes per share on proposals requiring or requesting shareholder approval, unless prohibited by law. Class A Ordinary Shares are entitled to one vote on any such matter. Other than as to voting and conversion rights, Class B Ordinary Shares and Class A Ordinary Shares have the same rights and rank pari passu with one another, including the rights to dividends and other capital distributions. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
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As of the date of this annual report, our Co-Chief Executive Officer and Chairman of the Board, Mr. Swee Kheng Chua retains controlling voting power in the Company based on having approximately 89.4% of all voting rights. This concentrated control may limit or preclude the ability of others to influence corporate matters including significant business decisions for the foreseeable future.
Our Corporate History
Concorde International was incorporated in the British Virgin Islands on May 2, 2023. Our registered office in the British Virgin Islands is at Conyers Trust Company (BVI) Limited of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG1110. Our principal executive office is at 3 Ang Mo Kio Street 62, #01-49 LINK@AMK, Singapore 569139. Our telephone number at this location is +65 62960802. Our principal website address is https://concordesecurity.com. The information contained on our website does not form part of this annual report.
Concorde International was incorporated to acquire and hold, indirectly, Concorde Security Pte Ltd (Singapore), Concorde Security Sdn Bhd (Malaysia), Concorde Security Limited (UK), Concorde Asia Pte Ltd (Singapore) and Berjaya Academy Pte Ltd (Singapore).
Concorde International Group Pte Ltd (Singapore) was incorporated on June 12, 2023. It is a holding company and a 100% owned subsidiary of Concorde International. Its registered office is at 3 Ang Mo Kio Street 62, #01-49 LINK@AMK, Singapore 569139.
Concorde Security Pte Ltd (Singapore) was incorporated on June 16, 2005. Concorde Security Pte Ltd’s main business is in the provision of man-guarding and i-Guarding services in Singapore. It has received numerous awards and recognition. Notably, it has received various grants from the IMDA.
Security Industry Transformation Map (ITM) Pilot Program 2018/2019 — SG$1.8 million, refers to the total value of the IFS solution, of which approximately 60% (SG$1.08 million) was provided as grant funding to building owners and security agencies.
Productivity Solutions Grant (PSG) 2021/2022 — IFS solutions is the only pre-approved IT solutions under PSG in the Go Business Singapore portal under the category of security surveillance.
Advanced Digital Solutions (ADS) 2022/2023 — An initiative under the SMEs Go Digital programme for building owners/facilities managing agencies to adopt IFS solutions enhanced further as a complete Smart Security Solutions.
On January 1, 2019, Lek Seck Tin invested US$1,000,000 in exchange for an equity stake of 1.48% of Concorde Security Pte Ltd (Singapore).
On November 27, 2018, Wolfgang Steuerle and Yogeshwari A/P Subramaniam invested US$500,000 in exchange for an equity stake of 0.74% of Concorde Security Pte Ltd (Singapore).
On July 29, 2005, Sharifah Noriati Binte Said Omar was allocated 0.98% of Concorde Security Pte Ltd (Singapore) in lieu of services provided.
Concorde Security Sdn Bhd (Malaysia), Concorde Singapore’s 100% owned subsidiary, was incorporated in Malaysia on January 13, 2015. On January 23, 2026, we disposed of a 51% equity interest in Concorde Security Sdn Bhd to a third-party investor.
Concorde Security Limited (UK), Concorde Singapore’s 100% owned subsidiary, was incorporated in the United Kingdom on December 23, 2016. It is currently in a development stage.
Concorde Asia Pte Ltd, Concorde Singapore’s 70% indirectly owned subsidiary, was incorporated in Singapore on October 8, 2013.
Berjaya Academy Pte Ltd, Concorde Singapore’s 70% indirectly owned subsidiary, was formed in Singapore on March 6, 2020.
Concorde i-FAST USA Inc. (Texas), Concorde Singapore’s 100% owned subsidiary, was incorporated in State of Texas on April 25, 2024.
On March 18, 2026, the Company completed the merger with YOOV Group Holding Limited (“YOOV”), pursuant to an Agreement and Plan of Merger dated February 3, 2026 (the “Merger Agreement”) and a waiver agreement dated March 18, 2026 (the “Waiver Agreement”), by and between the Company and YOOV. Upon the completion of the transaction, YOOV became a wholly owned subsidiary of the Company.
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Group Reorganization
In connection with our initial public offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:
| ● | On May 2, 2023, Concorde International Group Ltd was incorporated under the laws of the British Virgin Islands; | |
| ● | On June 12, 2023, we incorporated Concorde International Group Pte Ltd as a wholly owned subsidiary of Concorde International Group Ltd; | |
| ● | On July 31, 2023, Concorde International Group Pte Ltd acquired 100% of the equity interests in Concorde Security Limited from Concorde Group Pte Ltd; | |
| ● | On October 27, 2023, Concorde International Group Pte Ltd acquired 100% of the equity interests in Concorde Security Sdn Bhd from Swee Kheng Chua; | |
| ● | On November 1, 2023, Concorde International Group Pte Ltd acquired 96.81% of the equity interests in Concorde Security Pte Ltd from Swee Kheng Chua. Concorde Security Pte Ltd is a 96.81% subsidiary of Concorde International Group Pte Ltd; | |
| ● | On November 1, 2023, Concorde International Group Pte Ltd acquired 100% of the equity interests in Concorde Asia Pte Ltd from Swee Kheng Chua. On November 3, 2023, Weilekai Investment Pte Ltd acquired 30% of the equity interests in Concorde Asia Pte Ltd from Concorde International Group Pte Ltd. Consequently, Concorde Asia Pte Ltd is a 70% indirectly owned subsidiary of Concorde International Group Pte Ltd; | |
| ● | On November 1, 2023, Concorde International Group Pte Ltd acquired 100% of the equity interests in Berjaya Academy Pte Ltd from Sharifah Noriati Binte Said Omar. On November 8, 2023, Weilekai Investment Pte Ltd acquired 30% of the equity interests in Berjaya Academy Pte Ltd from Concorde International Group Pte Ltd; | |
| ● | On April 25, 2024, Concorde i-FAST USA Inc. was incorporated in the State of Texas as a wholly owned subsidiary of Concorde International Group Ltd. | |
| Consequently, Concorde International Group Ltd, through a restructuring which is accounted for as a reorganization of entities under common control, became the ultimate holding company of all the companies mentioned above. |
Recent Developments
Initial Public Offering
On April 22, 2025, the Company was successfully listed on the Nasdaq Capital Market under the symbol “CIGL” on April 22, 2025, and on April 23, 2025, it issued an aggregate of 1,250,000 Class A Ordinary Shares, for total gross proceeds of US$5,000,000, receiving net proceeds of US$4,371,614 after deducting underwriting discounts and commissions, the non-accountable expense allowance, and other expenses from the offering.
Subsequently, on May 2, 2025, the representative fully exercised the over-allotment option to purchase an additional 187,500 Class A Ordinary Shares at the public offering price, resulting in gross proceeds of US$750,000. The Company received same-day wire transfers totaling US$693,750 after netting off underwriting discount in connection with the issuance of the option shares.
Convertible Notes Financing
On June 10, 2024, Softbank Robotics Singapore Pte Ltd (“Softbank”) subscribed to a USD 1,000,000 convertible note (“Note”) with a 24-month maturity period with the Company. The Note shall be convertible to the Company’s Class A Ordinary Shares at a conversion price that is equal to the higher of (i) the price per share paid by investors for Class A Ordinary Shares in the Company’s initial public offering or (ii) a 15% discount to the volume weighted average price during the sixty-day period prior to the date of notice of conversion is given to the Company at Softbank’s sole discretion after one year from the date of issuance.
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On September 12, 2025, Softbank furnished a duly executed note conversion notice (the “Conversion Notice”) pursuant to which Softbank converted the original principal amount of US$1,000,000.00 and accrued but unpaid interest in the amount of US$36,328.69 of the Note into 259,082 Class A Ordinary Shares (the “Conversion Shares”), par value US$0.00001 per share, of the Company. According to the Note and the Conversion Notice, Softbank discharged the entire loan amount and accrued unpaid interest of the Note in exchange for receiving the Conversion Shares at a conversion price of US$4.00 per share.
2025 Equity Incentive Plans
On October 1, 2025, the compensation committee and board of directors of the Company approved the 2025 equity incentive plans. On November 10, 2025, the Company granted an aggregate of 4,400,000 restricted Class A Ordinary Shares under its 2025 Equity Incentive Plan to an employee and certain consultants of the Company in consideration of services rendered to the Company.
The YOOV Merger
On March 18, 2026, the Company completed the merger with YOOV Group Holding Limited (“YOOV”), pursuant to an Agreement and Plan of Merger dated February 3, 2026 (the “Merger Agreement”) and a waiver agreement dated March 18, 2026 (the “Waiver Agreement”), by and between the Company and YOOV. Upon the completion of the transaction, YOOV became a wholly owned subsidiary of the Company. In connection with the closing of the merger with YOOV, the Company issued 200,000,000 newly issued Class A Ordinary Shares to shareholders of YOOV.
YOOV is a holding company incorporated in the British Virgin Islands with no material operations of its own. Headquartered in Hong Kong, YOOV operates its sales and operations offices in Australia, Hong Kong, Malaysia, and Taiwan. YOOV is a prominent provider of Artificial Intelligence-as-a-Service (AIaaS) solutions, specializing in intelligent business automation. AIaaS enables businesses to incorporate AI technologies and capabilities through a cloud platform without the need for significant infrastructure investment. YOOV derives the vast majority of its revenues from operations in Hong Kong. A significant portion of its management, employees, and business operations are based in Hong Kong.
In connection with the merger with YOOV, the Company commenced trading under the new ticker symbol “YOOV” on the Nasdaq Capital Market, effective April 13, 2026. The CUSIP number of the Company’s Class A Ordinary Shares remains unchanged.
B. Business overview
Our Business Model
Concorde International Group Ltd is an integrated security services provider that combines physical manpower and innovative technology to deliver effective security solutions. From 2020 to 2021, in recognition of our technology and solutions, we were included in the “Pre-approved IT solutions vendor” under the category of security, by the IMDA. From 2022 to 2023, in recognition of our technology solution, the IMDA approved our solutions in the Singapore government’s ADS under the Small Medium Enterprises Go Digital Programme. In 2025, we were awarded Best FM Partner (Security) 2025 by Singapore International Facility Management Association. See “—Our Awards and Recognitions” for more information. With these awards and recognitions, we believe we are the leading solution provider in Singapore. Through the integration of our patented technology solution, we help our clients reduce costs and enhance security. We have experienced significant revenue growth, primarily driven by the increasing labor costs and increasing demands in security and facilities management.
Since our establishment in Singapore in 1997, we have built a track record in the professional security community by consistently providing high-quality security manpower. Recognizing manpower sustainability with our ever-advancing society, in 2014, we decided to transit into a security solution services company using our innovative business model. With our technological inventive solution, we deliver a higher level of security performance with headcount uplifted of higher skillset, better reward as well as much sought after work-life balances for the new era security workforce. As a result, we have received numerous awards in Singapore, recognizing our innovative technology and our contribution to producing the next generation of reliable security solutions. Anchored by our patented technology applications and pioneering solutions, we provide top-tier security and facilities management services to commercial, financial, industrial, and governmental customers in Singapore.
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We offer a range of services to enhance security and safety: (1) i-Guarding Services; (2) Man-Guarding Services; and (3) Consultancy and Training Services. Our i-Guarding Services leverages technology to increase efficiency, with a mobile platform and cluster® aggregation model of higher skillset workforce. For the fiscal years ended December 31, 2025, 2024 and 2023, our i-Guarding Services accounted for 97.1%, 97.6% and 98.1% of our consolidated revenues, respectively. Man-Guarding Services employs trained security officers to maintain safety and deter unlawful activities. For the fiscal years ended December 31, 2025, 2024 and 2023, it accounted for 1.4%, 1.1% and 1.4% of our consolidated revenues, respectively. For the fiscal year ended December 31, 2025, 2024 and 2023, our revenue from others accounted for 1.5%, 1.3% and 0.5% of our consolidated revenue, respectively, which was mainly related to a one-off sales of security consumable and consultancy and training services that provide expert guidance tailored to clients’ needs.
We have gained recognition for our disruptive innovation in the integrated monitoring of properties, assets, and building service systems. This ensures round-the-clock surveillance for complete security and operational efficiency. This achievement is made possible through our suite of intelligent security solutions, known as “I-Guarding Services.” One of our flagship services, the groundbreaking I-Man Facility Sprinter, is a mobile vehicular platform that revolutionizes security and facility maintenance services. These pioneering solutions not only improve workers’ compensation, skill sets, and working conditions but also redefine the overall business landscape of the industry.
Our company’s second flagship product is the Intelligent Facility Authenticator (“IFA”). The IFA is an innovative solution that leverages advanced kiosk technology to enhance security and streamline visitor management. In response to the challenges of limited manpower and rising costs, the IFA system automates the issuance of secure passes and access cards, eliminating the need for physical human interaction. It works by sending secure pass-icons to visitors, verifying their identity upon entry, and dispensing access cards with varying levels of security clearance. This technology not only enhances security within buildings but also offers efficient visitor management services, making it a game-changer in industries where kiosk adoption is increasing. Ultimately, IFA represents a significant advancement in security access control without relying on human intervention.
In August 2025, Concorde International Group Pte. Ltd. entered into a Software Purchase Agreement with Business Risk Investments Pty Ltd to acquire the proprietary “Software Risk” software and related assets. Software Risk is a cloud-based SaaS facilities management platform designed to centralize oversight of maintenance, security, and operational workflows across single or multiple sites, providing an all-in-one system for managing maintenance, physical security, visitor access, cleaning, waste disposal, environmental monitoring, incident reporting, and task scheduling. With intuitive web and mobile applications, managers can automate workflows, receive real-time data, and track resources, enabling greater efficiency, cost savings, and higher service standards. Integrated into our patented Mobile Surveillance and Response ecosystem, we believe Software Risk will transform our service offering into a unified platform that combines facilities management with mobile surveillance and rapid response, and further enhance incident management, strengthens resource coordination, and delivers greater operational visibility across client sites.
As of the date of this annual report, approximately 99% of our clients were based in Singapore, with less than 1% of the Group’s revenue derived from Australia. During the fiscal year ended December 31, 2025, the Group primarily anchored in the Singapore market, where the security services industry continues to undergo structural transformation. We continued to prioritize the renewal and acquisition of recurring contracts, which provide revenue visibility and support long-term financial stability. For the fiscal year ended December 31, 2025, our top two customers, ST Engineering Synthesis Pte Ltd and People’s Association at One Tampines Hub accounted for approximately 9% and 6% of our total revenue, respectively. For the fiscal year ended December 31, 2024, our top two customers, People’s Association at OneTampinesHub and People’s Association at OnePunggol accounted for 7% and 6% of our total revenue, respectively. For the fiscal year ended December 31, 2023, our top two customers, Singapore University of Technology and Design and People’s Association at OnePunggol accounted for approximately 8% and 7% of our total revenue, respectively.
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Our Products and Services
Guarding Services
In a traditional security deployment, each building or location hires at least one guard per shift. Each 24-hour shift requires at least three guards stationed at the building or location. Traditional security deployment, based solely on manpower, faces a few key challenges: (i) unreliability of guards due to human nature, as guards often fall asleep while on duty, especially during the night shift; (ii) shortages in hiring guards; and (iii) rising labor costs. Our i-Guarding services address these issues and improve the work-life balance of the guards.
According to the diagram, our i-Guarding service consists of a mobile monitoring and response vehicle (known as the IFS) that patrols a designated radius, covering numerous buildings or locations within a 24-hour period. Each building or location installs electronic security systems that include access control systems, security monitoring cameras, and sensors that can be integrated with our IFS. As a result, instead of deploying guards at each location, these electronic security systems can be used. These systems are connected to our IFS via existing telecommunications infrastructures, including Super Wifi, 4G, or 5G networks. Should an alarm be triggered, the IFS will immediately respond via the remote command center within the vehicle and provide on- site response if the need arises. As a result, clients can reduce their reliance on manpower guards.
Each IFS will be manned by 3 I-specialists. This includes a driver and two security technicians. Each IFS can monitor and manage at least 15 buildings or locations within the deployment radius. This as a result increases manpower efficiency and enhance service levels due to the reduction of human errors resulting from the traditional security deployment model. Our installation and maintenance technicians, along with our customer service representatives, are dedicated to delivering a high-quality customer service experience. This commitment enhances our brand, improves customer satisfaction, increases customer retention, and accelerates the adoption of additional interactive automation solutions. The cluster® aggregation model allows a team of 3 security officers, with one of them being technically trained, to oversee a cluster of premises ranging from 5, 10, to 15 premises within a 15-minute radius.
For the fiscal years ended December 31, 2025, 2024 and 2023, our i-Guarding Services accounted for approximately 97.1%, 97.6% and 98.1% of our consolidated revenues, respectively. It also encompasses the design, implementation, and installation of security systems to protect physical assets and personnel from potential threats and vulnerabilities. This includes IFA, Visitor Management Systems, Keys Management Systems, security turnstile facilities, Internet of Things devices, and other smart security solutions. It involves a strategic assessment of risks, the selection and deployment of appropriate security measures, and the establishment of protocols for ongoing maintenance and monitoring. This integrated approach ensures the safety and integrity of the environment or infrastructure in question, encompassing both physical security elements such as surveillance systems, access controls, and alarm systems. The ultimate goal of a security project and installation is to mitigate risks and safeguard against unauthorized access, theft, and other security threats.
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Man-Guarding Services
Our man-guarding services provides a vital layer of protection for various clients and properties. Our security officers are professionally trained and play a critical role in maintaining safety while preventing unauthorized access or unlawful activities in a given area. They offer a combination of prevention, deterrence, and response to maintain a safe and secure environment, making them an integral part of overall security measures. This service does not involve technology applications or solutions. Service contracts are signed on an annual basis, and revenues are collected and recognized on a monthly basis.
For the fiscal year ended December 31, 2025, 2024 and 2023, our Man-Guarding Services was approximately 1.4%, 1.1% and 1.4% of our total revenues, respectively.
Consultancy and Training Service
Consultancy and training services provide expert guidance and training support to clients seeking to enhance their security and safety knowledge domains. The service is structured specifically to meet the clients’ needs.
For the fiscal year ended December 31, 2025, 2024 and 2023, our Consultancy and Training Service was approximately 1.5%, 0.5% and 0.50% respectively, of our total revenues.
Our Awards and Recognitions
Since our transition into a security solution services company using our unique business model innovation with our technological inventive solution in 2014, we received a number of awards and accreditations in recognition of our performance and quality services. The following table sets forth the awards and accreditations we have been granted up to December 31, 2025:
| Year | Award/Recognition | Awarded by or Recognized by | Recipient | |||
| 2014 | Business Model Innovation Award | Singapore Manufacturing Federation | Concorde Security Pte Ltd | |||
| 2015 | Best Innovative Use of Infocomm Technology Award | Singapore Infocomm Technology Federation (SiTF) | Concorde Security Pte Ltd | |||
| 2016 | Most Innovative Use of Infocomm Technology (Private Sector — SME) Award | IMDA and Singapore Infocomm Technology Federation (SiTF) | Concorde Security Pte Ltd | |||
| 2017 | IP Awards | World Intellectual Property Organization — Intellectual Property Office of Singapore (WIPO-IPOS) | Concorde Security Pte Ltd & Concorde Asia Pte Ltd | |||
| 2017 | Case Study: The Transformation of Concorde Security Pte Ltd | Nanyang Technopreneurship Center | Concorde Security Pte Ltd | |||
| 2017 | Main Case The Resilience of a Disruptive Innovator: Concorde Security | Singapore Management University and Harvard Business Publishing Education | Concorde Security Pte Ltd | |||
| 2018 – 2019 | Industry Transformation Map Pilot Programme | IMDA | Concorde Security Pte Ltd | |||
| 2020 – 2021 | Pre-approved IT solutions vendor under category of security | IMDA | Concorde Security Pte Ltd | |||
| 2022 – 2023 | ADS under the SMEs Go Digital Programme | IMDA | Concorde Security Pte Ltd | |||
| 2025 | Best FM Partner (Security) | Singapore International Facility Management Association | Concorde Security Pte Ltd | |||
| 2025 | SME Icon Award | ASEAN International Fair Trade Services, Malaysia | Concorde Security Pte Ltd |
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Competition
The security and facilities management industry in Singapore is relatively fragmented. According to the Ministry of Home Affairs in Singapore, there are currently more than 49,000 security officers and 250 security agencies operating in the country. Due to the heightened terrorism threat, increased demand for security services, and a slowing pace of workforce growth, the industry is undergoing transformation to enhance productivity and reduce the manpower-intensive nature of the job requirements.
This industry faces high competition and pricing pressures. Its primary competitor dominating players are Certis Cisco Security, Aetos Security and SATS Security which is majorly owned by the Singapore government. Additionally, there are several other international security service providers, including Securitas, Prosegur and Allied Universal G4S. However, most of these competitors continue to focus on providing labor-intensive services.
Concorde stands out as the only security services provider that has successfully transitioned into a mobile command center security services model based on a cluster® of buildings concept with dedicated on-site response.
Our Competitive Strengths
We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
| ● | Proven Solution that is protected by Patents. Our patent-protected solution that has been proven to reduce the need for manpower while maintaining, and even increasing, the quality of service levels for security and facilities management. | |
| ● | Superior-Class Customer Service. Rather than competing purely on price, we emphasize the quality of our services, which we believe is distinguished by superior customer service. | |
| ● | Deep industrial knowledge and experience. We believe that our focus on safety and security, coupled with our sales consultants, our solid reputation for and expertise in providing reliable security and monitoring services through our patent-protected business model vide our cluster® mobile command centers, our dependable product solutions, and our highly skilled installation and service capabilities, position us well to compete with both traditional and new competitors. |
Growth Strategy
We believe that implementing the following growth strategies will continue to position our company as the leader in the markets we serve:
| ● | Continue to grow our recurring revenue business. Monthly recurring revenue allows us to achieve a more consistent and predictable income stream. In addition, it should improve our profitability as we continue to roll out more i-Guarding services. Each building or location deployed under the I-Guarding represents incremental revenues with almost the same cost levels as one IFS can service at least 15 or more buildings or locations. Serving our recurring customers should require lower acquisition and marketing costs as compared to new customers. Hence, signing on more buildings or locations will lead to increased revenues and profitability. We see significant market opportunities for our services because customers in our target markets prefer outsourced security and facilities management services that offer real-time security monitoring for continuous protection and rapid responses to security breaches and fire alarms. We intend to continue pursuing opportunities for recurring revenue by developing new and innovative products and by continuing our aggressive sales and marketing efforts. In order to build scale, we will have to continue to spend on marketing and development. We plan to enhance our operational capacity by expanding our fleet of IFS (response vehicles). Concurrently, we will increase management hiring to implement more efficient processes and optimize routes and schedules to maximize efficiency. As a result, this may impact our overall profitability. |
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| ● |
Maintain our commitment to best-in-class customer service. We are focused on fostering a culture dedicated to providing industry-leading customer service to our extensive customer base. We operate through a fleet of 5 cluster command centers in Singapore. From these mobile locations, our teams offer monitored security, interactive residential and commercial automation solutions, including installation, field service, repair, ongoing monitoring, and customer support.
Our installation and service technicians, along with our customer service representatives, are dedicated to delivering a high-quality customer service experience. This commitment enhances our brand, improves customer satisfaction, increases customer retention, and accelerates the adoption of additional interactive automation solutions. As a result, it drives returns on new customer acquisition expenditures and enhances cash flow generation. We pride ourselves on providing on-site responses within a cluster® radius of 15 minutes of security alerts for the majority of our customers. | |
| ● | Maintain our high-quality customer base. We believe customer retention is also strongly correlated with the credit quality of our customers. We plan to maintain our focus on strict underwriting standards and will establish processes to evaluate potential new customers’ creditworthiness to improve our customer selection or require upfront payments for higher-risk customers. We expect that our focus on generating high-quality customers will continue to result in a portfolio of customers with attractive credit scores, thereby improving retention, decreasing credit risk exposure, and generating a strong, long-term customer portfolio that generates robust returns on new customer acquisition expenditures and drives strong cash flow generation. | |
| ● | Disciplined expansion of our patented protected solution beyond Singapore. Building upon our achievements in the Singapore market, we continue to execute our regional expansion roadmap, pivoting from traditional security services toward a high-margin, Technology-as-a-Service model. Over the next 15 months, our strategy is underpinned by a robust sales pipeline and secured multi-year contracts from Singapore Statutory Boards. These high-value partnerships validate our IFS cluster aggregation model, which successfully transitions traditional man-guarding into an innovation-led ecosystem that enhances service delivery while effectively mitigating rising labor costs. |
Marketing and Advertising
As of the date of this annual report, we serve approximately 92 customers in Singapore. Our marketing strategies target both our existing customers and potential new ones.
We manage our existing customer base to maximize customer lifetime value. This involves continuous evaluation of our product offerings, pricing, and service strategies, as well as cost management to provide better services and upgrade customers to technology-related solutions, ultimately achieving long customer tenure. Our ability to increase average selling prices for individual customers depends on factors such as service quality, the introduction of additional features, and the competitive environment.
To support customer base growth and enhance brand awareness, we promote our seminars, events, and public speaking opportunities.
Seasonality
Seasonality does not materially affect our business or operating results. Due to our business diversification, we have not experienced significant seasonal fluctuations in market demands.
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Collaborations
| S/No | Company/Organization | Summary of Collaboration | ||
| 1 | ST Engineering Synthesis Pte Ltd | Provision of technology solutions including security services for the Punggol Digital District as part of Singapore’s Smart Nation initiative, in which is a key project aimed at integrating digital technology and smart solutions to create a modern and connected urban environment. | ||
| 2 | Infocomm Media Development Authority | Funding grants from the Singapore government to support technological transformation of clients in Singapore. | ||
| 3 | Kyowa Security Guard & General Services Pte Ltd | Provision of I Guarding Services and Solutions to reduce the reliance of security manpower and enhance of security outcome. | ||
| 4 | Exploit Technologies Pte Ltd | Deployment and integration of network devices with the TV white space technology in Singapore. | ||
| 5 | Guardforce AI Singapore Pte Ltd | Distribution and technology integration of Guardforce AI’s robotics solutions in Singapore. Target market includes shopping centers, hotels, exhibition centers. | ||
| 6 | Ryde Group Ltd. | Provision of cross-sector workforce transformation in Singapore by creating up to 5,000 flexible security-related job opportunities for Ryde’s driver-partners through the integration of Concorde’s patented Cluster™ Mobile Command Center technology and specialized training. |
Legal Proceedings
See Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”
Regulations
Our business operations are not subject to any special legislation or regulatory controls other than those generally applicable to companies and businesses incorporated and/or operating in Singapore.
Police Regulatory Department (PRD)
The PRD of Singapore regulates sectors that pose risks to a safe, secure and orderly society under various regimes in support of Singapore’s Police Force’s mission to prevent, deter and detect crime. The PRD is responsible for policy formulation, application processing and enforcement action across its licensing regimes. The private security industry falls under the PRD’s licensing regime which is regulated by the Private Security Industry Act 2007 and its subsidiary legislation.
Personal Data Protection Act (PDPA)
Data Protection Obligations
The PDPA establishes the Singapore regime for the protection of personal data, and governs the collection, use and disclosure of personal data by organizations. In this regard, “personal data” as defined under the PDPA refers to data, whether true or not, about an individual who can be identified from that data or other information to which the organization has or is likely to have access.
An organization is required to comply with, amongst other things, the following obligations prescribed by the PDPA:
| (a) | Purpose limitation obligation — personal data must be collected, used or disclosed only for purposes that a reasonable person would consider appropriate in the circumstances, and if the individual concerned has been informed of the said purpose; |
| (b) | Notification obligation — individuals must be notified of the purposes for the collection, use or disclosure of their personal data, prior to such collection, use or disclosure; |
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| (c) | Consent obligation — the consent of individuals must be obtained for any collection, use or disclosure of their personal data, unless exceptions apply. Additionally, an organization must allow the withdrawal of consent which has been given or is deemed to have been given; | |
| (d) | Access and correction obligations — when requested by an individual and unless exceptions apply, an organization must: (i) provide that individual with access to his personal data in the possession or under the control of the organization and information about the ways in which his personal data may have been used or disclosed during the past year, and/or (ii) correct an error or omission in his personal data that is in the possession or under the control of the organization; | |
| (e) | Accuracy obligation — an organization must make reasonable efforts to ensure that personal data collected by or on its behalf is accurate and complete if such data is likely to be used by the organization to make a decision affecting the individual to whom the personal data relates or if such data is likely to be disclosed to another organization; | |
| (f) | Protection obligation — an organization must implement reasonable security arrangements for the protection of personal data in its possession or under its control; | |
| (g) | Retention limitation obligation — an organization must not keep personal data for longer than it is necessary to fulfill; (i) the purposes for which it was collected, or (ii) a legal or business purpose; | |
| (h) | Transfer limitation obligation — personal data must not be transferred out of Singapore except in accordance with the requirements prescribed under the PDPA; and | |
| (i) | Openness obligation — an organization must implement the necessary policies and procedures in order to meet the obligations under the PDPA and shall make information about its policies and procedures available on request. |
Organizations have mandatory obligations to assess data breaches they suffer, and to notify the Singapore Personal Data Protection Commission (“PDPC”) and the relevant individuals where the data breach is of a certain severity.
The PDPA creates various offenses in connection with the improper use of personal data, certain methods of collecting personal data and certain failures to comply with the requirements under the PDPA. These offenses may be applicable to organizations, their officers and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA empowers the PDPC with significant regulatory powers to ensure compliance with the PDPA, including powers to investigate, give directions and impose a financial penalty of up to S$1 million or 10% of the annual turnover in Singapore of the organization. In addition, the PDPA created a right of private action, pursuant to which the Singapore courts may grant damages, injunctions and relief by way of declaration, to persons who suffer loss or damages directly as a result of contraventions of certain requirements under the PDPA.
Infocomm Media Development Authority (IMDA)
The IMDA is a statutory board under the Singapore Ministry of Communications and Information. IMDA provides numerous programmes, policies and grants that cater to industries and communities. IMDA also protects consumers’ privacy through the PDPC.
Regulations on Labor
The Employment Act 1968 of Singapore (the “Employment Act”) generally extends to all employees, with the exception of certain groups of employees. It provides employees falling within its ambit protections such as minimum notice periods, maximum working hours, a maximum amount of deductions from wages, minimum holidays and rest days, maternity and childcare leave, paid childcare leave, sick leave, etc. The Employment Act also applies to employees who are foreigners so long as they fall within the definition of “employee” under the Employment Act. In addition, the employment of foreign manpower in Singapore is also governed by the Employment of Foreign Manpower Act 1990 of Singapore.
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Aside from minimum benefits in respect of the aforesaid terms of employment in the Employment Act, employees in Singapore are entitled to contributions to the central provident fund by the employer as prescribed under the Central Provident Fund Act 1953 of Singapore. The specific contribution rate to be made by employers varies depending on whether the employee is a Singapore citizen or permanent resident and the age group and wage band of the employee. Generally, for employees who are Singapore citizens, 55 years old or below and that earn more S$750 a month, the employer’s contribution rate is 17% of the employee’s wages.
Road Traffic Act 1961
The Road Traffic Act 1961 in Singapore is a comprehensive piece of legislation that outlines the legal framework for road safety and regulation in the country. It covers various aspects of road traffic, including vehicle registration and licensing, traffic rules and regulations, the powers of traffic police, and the penalties for offenses related to road safety. The Act plays a crucial role in maintaining order on Singapore’s roadways, ensuring the safety of all road users, and facilitating the efficient functioning of the transportation system.
Workplace Safety and Health Act 2006
The Workplace Safety and Health Act covers the safety, health and welfare of persons at work in a workplace. It requires stakeholders to take reasonably practicable steps for the safety and health of workers and others affected by work.
Related legislation is the Work Injury Compensation Act 2019 which provides for the payment of compensation to employees for injuries suffered arising out of and in the course of their employment and to regulate providers of insurance for liability.
C. Organizational Structure
See “Item 4. Information on the Company—A. History and Development of the Company—Corporate Structure” above for details of our current organizational structure.
D. Property, Plants and Equipment
Intellectual Property
Patents, trademarks, copyrights, and other proprietary rights are important to our business, thus we continuously refine our intellectual property strategy to maintain and improve our competitive position. We register new intellectual property to protect our ongoing technological innovations and strengthen our brand, and we take appropriate action against infringements or misappropriations of our intellectual property rights by others. We review third-party intellectual property rights to help avoid infringement and to identify strategic opportunities.
We own a portfolio of patents and patent applications that relate to a variety of monitored security and automation technologies utilized in our business. Our portfolio of patent applications are as follows:
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Patent #1: A mobile control unit, a facility management system, a mobile unit control system, a facility management method and a mobile unit control method
| Country | Patent Number | Grant Date | Notes | |||
| Australia | 2013403341 | 29 November 2018 | — | |||
| Austria | — | 3 March 2021 | Validated | |||
| Belgium | — | 3 March 2021 | Validated | |||
| Canada | 2927618 | 12 November 2024 | — | |||
| Denmark | — | 3 March 2021 | Validated | |||
| Europe | 3058557 | 3 March 2021 | — | |||
| Finland | — | 3 March 2021 | Validated | |||
| France | — | 3 March 2021 | Validated | |||
| Germany | — | 3 March 2021 | Validated | |||
| Indonesia | IDP000068823 | 18 May 2020 | — | |||
| Ireland | — | 3 March 2021 | Validated | |||
| Italy | — | 3 March 2021 | Validated | |||
| Luxembourg | — | 3 March 2021 | Validated | |||
| Malaysia | MY-187148-A | 4 September 2021 | — | |||
| Mexico | 366057 | 26 June 2019 | — | |||
| Netherlands | — | 3 March 2021 | Validated | |||
| Portugal | — | 3 March 2021 | Validated | |||
| Saudi Arabia | 6402 | 2 April 2019 | — | |||
| Singapore | 11201401790Q | 30 March 2015 | — | |||
| South Africa | 2016/03082 | 29 November 2017 | — | |||
| Spain | — | 3 March 2021 | Validated | |||
| Sri Lanka | 18746 | 16 October 2017 | — | |||
| Sweden | — | 3 March 2021 | Validated | |||
| Switzerland & Liechtenstein | — | 3 March 2021 | Validated | |||
| Taiwan | 1647662 | 11 January 2019 | — | |||
| Thailand | 90976 | 16 January 2023 | — | |||
| Turkey | TR2021009092T4 | 3 March 2021 | Validated | |||
| UK | — | 3 March 2021 | Validated | |||
| US | US 11,854,354B2 | 26 December 2023 | ||||
| Vietnam | 28278 | 7 April 2021 | — |
Continue-In-Part Patent Applications (pending examination)
| Country | Patent Application Number | Filing Date | Notes | |||
| US (continue-in-part) | 18512004 | 16 November 2023 | Pending Exam/Grant | |||
| India | 202444088403 | 15 November 2024 | Pending Exam/Grant | |||
| Japan | 2024-199666 | 15 November 2024 | Pending Exam/Grant | |||
| New Zealand | 816292 | 15 November 2024 | Pending Exam/Grant | |||
| Qatar | QA/202411/00952 | 16 November 2023 | Pending Exam/Grant | |||
| UAE | P2024-03074 | 16 November 2023 | Pending Exam/Grant | |||
| PCT | PCT/SG2024/050740 | 15 November 2024 | Pending Exam/Grant |
Patent #2: Security control system for granting access and security control method thereof
| Country | Patent Number | Grant Date | Notes | |||
| Australia | 2014398695 | 3 January 2019 | — | |||
| Cambodia | KH/GRRP.SG/00009 | 5 March 2018 | — | |||
| Canada | 2,953,503 | 17 September 2019 | — | |||
| Europe | 3161564 | 31 July 2024 | — | |||
| Hong Kong | HK1237435 | 28 March 2025 | — | |||
| Indonesia | IDP000054272 | 30 October 2018 | — | |||
| Japan (Divisional) | 6816218 | 25 December 2020 | — | |||
| Korea | 19-2387126 | 12 April 2022 | — | |||
| Malaysia | MY-177786-A | 23 September 2020 | — | |||
| Philippines | 1-2016 502598 | 16 March 2022 | — | |||
| Qatar | B.K.Q. 184/2021 | 28 November 2021 | — | |||
| Saudi Arabia | SA 7729 | 21 March 2021 | — | |||
| Singapore | 11201407621R | 29 March 2017 | — | |||
| South Africa | 2017/00401 | 25 April 2018 | — | |||
| Taiwan | 1653608 | 11 March 2019 | — | |||
| Thailand | 100298 | 22 April 2024 | — | |||
| UAE | 4981 | 16 December 2022 | ||||
| US | US 9,786,106 B2 | 10 October 2017 | — | |||
| Vietnam | 31865 | 4 April 2022 | — |
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Europe Patent Validated Countries:
| Country | Patent Number | Grant Date | Notes | |||
|
Unitary Patent System (18 Countries) |
3161564 | 31 July 2024 | Validated | |||
| Czech Republic | — | 31 July 2024 | Validated | |||
| Ireland | — | 31 July 2024 | Validated | |||
| Monaco | — | 31 July 2024 | Validated | |||
| Norway | — | 31 July 2024 | Validated | |||
| Poland | — | 31 July 2024 | Validated | |||
| Spain | — | 31 July 2024 | Validated | |||
| Switzerland & Liechtenstein | — | 31 July 2024 | Validated | |||
| Turkey | — | 31 July 2024 | Validated | |||
| UK | — | 31 July 2024 | Validated |
Patent #3: An offshore security monitoring system and method
| Country | Patent Number | Grant Date | Notes | |||
| Australia | 2014405635 | 25 July 2019 | — | |||
| Europe | 3188964 | 4 August 2021 | — | |||
| Malaysia | MY-184329-A | 1 April 2021 | — | |||
| Singapore | 11201701752U | 7 April 2020 | — | |||
| UK | 3188964 | 4 August 2021 | Validated | |||
| US | US 9,953,513 B2 | 24 April 2018 | — |
Patent #4: Mobile Monitoring System, Mobile Monitoring Unit and Mobile Monitoring Method
| Country | Patent Number | Grant Date | Notes | |||
| Australia | 2018425896 | 2 May 2024 | — | |||
| Bangladesh | 1006362 | 9 February 2022 | — | |||
| Europe | — | — | Pending Exam/Grant | |||
| Hong Kong | — | — | Pending Registration of EP Grant | |||
| Malaysia | MY-206494-A | 18 December 2024 | — | |||
| Qatar | — | — | Pending Exam/Grant | |||
| Singapore | 11202011337V | 17 September 2025 | — | |||
| UAE | 8805 | 17 September 2025 | — | |||
| US | US 11,688,270 B2 | 27 June 2023 | ||||
| Malaysia (Divisional) | — | — | Pending Exam/Grant |
We also own a portfolio of trademarks and trademark applications in Singapore and globally as shown below:
Trademark #1: CONCORDE
| Country | Trademark Number | Grant Date | Notes | |||
| Singapore | 40201806077W | 4 July 2019 | — | |||
| International Registration (IR) | 1446192 | 2 October 2018 | — | |||
| IR — UK | 1446192 | 15 April 2019 | — |
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Trademark #2: CLUSTER
| Country | Trademark Number | Grant Date | Notes | |||
| Singapore | 40202110784Q | 16 December 2021 | — |
Trademark #3: Aggregate
| Country | Trademark Number | Grant Date | Notes | |||
| Singapore | 40202503358T | 31 July 2025 | — |
Design #1: Terminal with Screen
| Country | Design Number | Grant Date | Notes | |||
| Singapore | 30201703562R | 5 April 2017 | — |
Facilities
We own approximately 735 sqm of office space in Singapore, which serves as our corporate headquarters. It is located at 3 Ang Mo Kio Street 62, #01-49 LINK@AMK, Singapore 569139.
Additionally, we lease approximately 292 sqm of office space in Singapore, as follows:
| ● | Block 808 French Road, #03-27 Kitchener Complex, Singapore 200808. Approximately 92 (Sqm), with a term from July 1, 2024 to June 30, 2027. |
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under Item 3 “Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F. See also “Introductory Notes—Forward-looking Information.”
A. Operating Results
Introduction
For the year ended December 31, 2025, the Group reported a significant net non-GAAP loss before tax amid ongoing transitions and local market challenges. Notwithstanding this temporary setback, the underlying strength of our proven business model and the sustained demand for our services underscore our resilience. This short-term impact is consistent with our strategic focus on building sustainable market growth and reflects our continued commitment to, and readiness for, anticipated market expansion.
Revenue increased mainly driven by the acquisition of new clients during the year. The Company believes this growth reflects the competitive strength of its service offerings in the Singapore market and indicates increasing market demand. Revenue rose by US$1,984,775, or 18.9%, from US$10,490,668 for the year ended December 31, 2024 to US$12,475,443 for the year ended December 31, 2025.
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Net loss decreased significantly by US$68,420,713, or 81.8%, from US $83,623,097 for the year ended December 31, 2024 to US$15,202,384 for the year ended December 31, 2025. This substantial improvement was primarily driven by a marked reduction in share-based compensation expense, which declined by US$72,287,336 from US$83,155,336 during the year ended 2024 (pre-IPO) to US$10,868,000 during the year ended 2025 (post-IPO).
While revenue increased during the current financial year, increased professional fees of US$3,290,887 and higher employee benefit expenses of US$783,394 partially offset the overall improvement in profitability.
Key Factors Affecting Our Results of Operations
Demand for Our Services
For the fiscal years ended December 31, 2025, 2024, and 2023, our business was primarily locally derived. Demand for security services in Singapore remains structurally resilient and growing, supported by heightened security risks, urban density, and regulatory requirements. The industry continues to benefit from strong government backing under initiatives such as the Security Industry Transformation Map (ITM) 2025, which is driving higher standards, technology adoption and integrated security solutions.
In addition, increasing digitalization, growth in data centers, and stricter cybersecurity and operational resilience requirements are expanding the scope of security services beyond traditional manpower-based guarding to include technology-enabled and integrated security solutions, further supporting demand growth.
However, demand for our services remains significantly influenced by government and regulatory policies. Regulatory frameworks such as licensing requirements, progressive wage mandates, outcome-based contracting, and higher entry barriers for security agencies may impact industry dynamics, cost structures, and service demand. Changes in such policies, including evolving security, labor, and technology regulations, could materially affect the demand and delivery model for our services.
The Singapore security industry is also highly competitive and undergoing transformation from a traditionally manpower-intensive model to one that emphasizes productivity and technology integration. This transition, coupled with a large number of licensed security agencies in the market, may exert downward pressure on pricing and margins, particularly where service buyers remain cost sensitive.
Our Relationships with Major Customers
Our future growth and profitability are significantly dependent on our ability to maintain close and mutually beneficial relationships with existing customers and to expand our customer base. For the fiscal years ended December 31, 2025, 2024 and 2023, the total sales to our five largest customers accounted for 30%, 23% and 33% of our total revenue, respectively.
There is no assurance that our major customers will continue to be satisfied with our services and will continue to be our customer. Demand for our services is closely linked to service quality and customer satisfaction, as buyers increasingly prioritize outcome-based performance and integrated solutions. Failure to meet evolving customer expectations, including reliability, technology capabilities, and regulatory compliance, may result in the loss of existing contracts and adversely affect our ability to secure new business.
Ability to secure new contract
Our business and revenue growth depend significantly on our ability to secure new contracts and renew existing contracts. The security services industry in Singapore is mature and highly competitive, with numerous established service providers competing on price, service quality and technological capabilities. If we are unable to successfully compete for new contracts or renew existing contracts on commercially acceptable terms, our revenue, profitability and results of operations may be materially and adversely affected.
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Cost of Labor
Our business is labor-intensive and our results of operations are significantly affected by labor costs. In Singapore, the Progressive Wage Model mandates minimum wage requirements and wage progression for security personnel. Any increases in wage levels, whether due to regulatory changes, market conditions or labor shortages, may increase our operating costs. If we are unable to pass on such increased costs to our customers, our gross profit margins and overall profitability may be materially and adversely affected.
Cost of subcontracting
As part of our strategy to focus on patented, technology-integrated service offerings, we increasingly subcontract traditional manpower to a related party. Our results of operations are therefore exposed to fluctuations in subcontracting costs, which are influenced by market labor conditions and vendor pricing. Any significant increase in subcontracting costs, particularly if not offset by corresponding increases in service fees, may have a material and adverse effect on our gross profit margins and financial performance.
Gross profit margin
Our ability to maintain and improve our gross profit margins depends on our ability to effectively manage and negotiate subcontracting and operating costs, as well as on our customers’ willingness to adopt technology-driven security solutions that reduce reliance on manual labor. If we are unable to achieve cost efficiencies or if customers are slow to adopt such solutions, we may continue to rely on more labor-intensive services, which could result in lower margins. This may materially and adversely affect our profitability and results of operations.
Emerging Growth Company
We are qualified as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until one of the following occurs: (i) our total annual gross revenues are US$1.235 billion or more. (ii) we issue more than US$1 billion in non-convertible debt in the past three years. or (iii) we become a “large accelerated filer” under the Exchange Act, which could occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
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Results of Operations
The following table sets forth a summary of our consolidated results of operations and the amounts as a percentage of total revenues for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | $ | % of Revenue | |||||||||||||||||||
| Revenues | ||||||||||||||||||||||||
| I-Guarding Services | 12,111,955 | 97.1 | % | 10,236,195 | 97.6 | % | 10,452,263 | 98.1 | % | |||||||||||||||
| Man Guarding Services | 175,345 | 1.4 | % | 120,354 | 1.1 | % | 150,314 | 1.4 | % | |||||||||||||||
| Others | 188,143 | 1.5 | % | 134,119 | 1.3 | % | 53,416 | 0.5 | % | |||||||||||||||
| Total Revenue | 12,475,443 | 10,490,668 | 10,655,993 | |||||||||||||||||||||
| Cost and expenses | ||||||||||||||||||||||||
| Cost of revenue, excluding depreciation and amortization | (8,628,602 | ) | 69.2 | % | (6,875,141 | ) | 65.5 | % | (7,662,024 | ) | 71.9 | % | ||||||||||||
| Other income | ||||||||||||||||||||||||
| Receipt of government grants | 182,528 | 164,197 | 47,894 | |||||||||||||||||||||
| Interest income | 28,217 | 38,922 | 30,560 | |||||||||||||||||||||
| Fair value adjustment | 68,551 | (117,973 | ) | |||||||||||||||||||||
| Compensation received | 178,088 | 355,879 | - | |||||||||||||||||||||
| Others | 46,275 | 60,635 | 158,457 | |||||||||||||||||||||
| 503,659 | 4.0 | % | 501,660 | 4.8 | % | 236,911 | 2.2 | % | ||||||||||||||||
| Employee benefits expenses | (2,935,364 | ) | 23.5 | % | (2,151,970 | ) | 20.5 | % | (1,311,345 | ) | 12.3 | % | ||||||||||||
| Depreciation and amortization expense | (589,976 | ) | 4.7 | % | (279,543 | ) | 2.7 | % | (329,836 | ) | 3.1 | % | ||||||||||||
| Expected credit loss | (59,645 | ) | 0.5 | % | (562,755 | ) | 5.4 | % | 69,763 | 0.7 | % | |||||||||||||
| Other expenses | ||||||||||||||||||||||||
| Bad debt written off | - | (3,447 | ) | 176,856 | ||||||||||||||||||||
| Professional fees | (4,208,903 | ) | (918,016 | ) | (121,773 | ) | ||||||||||||||||||
| Distribution expenses | (188,429 | ) | (99,515 | ) | (102,971 | ) | ||||||||||||||||||
| Office expenses | (358,390 | ) | (185,258 | ) | (221,371 | ) | ||||||||||||||||||
| Property management expenses | (22,668 | ) | (1,542 | ) | (31,342 | ) | ||||||||||||||||||
| Others | 71,778 | (49,370 | ) | (83,801 | ) | |||||||||||||||||||
| (4,706,612 | ) | 37.7 | % | (1,257,148 | ) | 12.0 | % | (384,402 | ) | 3.6 | % | |||||||||||||
| Share-based compensation expense | (10,868,000 | ) | 87.1 | % | (83,155,336 | ) | 792.7 | % | - | - | ||||||||||||||
| Finance costs | (296,152 | ) | 2.4 | % | (218,630 | ) | 2.1 | % | (149,626 | ) | 1.4 | % | ||||||||||||
| Net(Loss)/Profit before tax | (15,105,249 | ) | (83,508,195 | ) | 1,125,434 | |||||||||||||||||||
| Income tax expense | (97,135 | ) | (114,902 | ) | (131,240 | ) | ||||||||||||||||||
| Net (Loss)/Profit before tax | (15,202,384 | ) | (83,623,097 | ) | 994,194 | |||||||||||||||||||
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Comparison of Years Ended December 31, 2025 and 2024
Revenues
Revenues. The principal activities of the Company for the years ended December 31, 2025 and 2024 were providing I-Guarding service and Man Guarding service. Revenue for the years ended December 31, 2025 and 2024 was US$12,475,443 and US$10,490,668, respectively, representing increase of 18.9% which was primarily driven by a combination of the addition of new customers through projects tendering.
Revenue from Man Guarding Services. Revenue from Man Guarding Services increased by US$54,991, or 45.7%, to US$175,345 for the year ended December 31, 2025, from US$120,354 for the year ended December 31, 2024. This increase was driven by customer-specific requirements during the period. Notwithstanding this growth, the broader trend reflects a strategic shift in customer preferences toward I-Guarding’s integrated security solutions, which combine technology-driven surveillance, remote monitoring, and data analytics to deliver greater efficiency, scalability, and cost-effectiveness compared to traditional Man Guarding services.
Revenue from I-Guarding Services. Revenue from I-Guarding Services increased by US$1,875,760, or 18.3%, to US$12,111,955 for the year ended December 31, 2025, from US$10,236,195 in the preceding year. This growth was primarily driven by heightened demand for security services in Singapore, supported by increased enforcement of regulatory requirements, wider adoption of the Progressive Wage Model, and a growing emphasis on integrated security solutions and digital surveillance across commercial and public sectors.
Revenue from Others. Revenue from others increase by US$54,024, or 40.3%, to US$188,143 for the year ended December 31, 2025 from US$134,119 for the year ended December 31, 2024. The increase is primarily due to the revenue generated by Berjaya Academy Pte. Ltd. For the year ended December 31, 2025, Berjaya Academy Pte. Ltd. generated revenue of US$188,142, compared to US$56,625 for the year ended December 31, 2024, which was derived from the delivery of government-approved security courses. This significant increase reflects strong market demand and further reinforces our position as a leading provider in Singapore’s security training industry.
Cost and expenses
Cost of revenue (exclusive of depreciation and amortization). Cost of revenue (exclusive of depreciation and amortization expense) mainly includes sub-contractor cost, guards labor cost, guards related employees’ expenses and consumables. Our cost of sales increased by US$1,753,461, or 25.5%, to US$8,628,602 for the year ended December 31, 2025, from US$6,875,141 for the year ended December 31, 2024. Higher cost of revenue was in line with increase in revenue. As part of our strategy to focus on patented, technology-integrated service offerings, we increasingly subcontract traditional manpower and installation services to third-party vendors.
Depreciation and amortization expense. Depreciation and amortization include depreciation and amortization of property and equipment; and intangible assets such as trademark and patents. Depreciation and amortization increased by US$310,433, or 111%, to US$589,976 for the year ended December 31, 2025 from US$279,543 for the year ended December 31, 2024. The increase is attributed to the increase in depreciation of property and equipment of US$316,525, increase in depreciation of right-of-use assets of US$47,354 offset with decline in amortization expense for intangible assets of US$53,446.
Employee Benefits Expenses. Our staff expenses consist primarily of non-guard related employee expenses. Our employee expenses increased by US$783,394, or 36.4%, to US$2,935,364 for the year ended December 31, 2025 from US$2,151,970 for the year ended December 31, 2024. Such increase as a result of the Company’s listing, the Group incurred costs related to Board of Directors’ emoluments and adjusted key professional salaries to remain competitive and retain talent.
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Expected credit loss. Expected credit loss decreased significantly by US$503,110, or 89.4%, to US$59,645 for the year ended December 31, 2025, from US$562,755 for the year ended December 31, 2024. This reduction was primarily attributable to improved credit quality of trade receivables, strengthened collection efforts, and the settlement of previously outstanding balances. In addition, tighter credit risk management practices and a more selective approach to customer onboarding contributed to the lower level of impairment recognized during the year.
Professional fees. Professional fees include consultancy fees incurred in the area of accounting, auditing, legal and secretarial work. Professional fees increased by US$3,290,887, or 358%, to US$4,208,903 for the year ended December 31, 2025 from US$918,016 for the year ended December 31, 2024. The increase was primarily attributable to professional and advisory services related to the Company’s listing exercise and consultancy services engaged for global business development.
Distribution expenses. Distribution expenses include expenses incurred for transportation, telecommunication, publicity and entertainment. Distribution expenses increased by US$88,914, or 89.3%, to US$188,429 for the year ended December 31, 2025 from US$99,515 for the year ended December 31, 2024. The increase is primarily due to higher management travel expenses incurred in connection with global business development activities.
Office expenses. Office expenses include expenses incurred for miscellaneous office administration such as subscriptions, office supplies, utility and office insurance. Office expenses increased by US$173,132, or 93.5%, to US$358,390 for the year ended December 31, 2025 from US$185,258 for the year ended December 31, 2024. Such increase was primarily due to increase in insurance expense of US$106,837, office supplies amounting to US$26,847, subscription fee expense of US$27,034 and other office expenses.
Property management expenses. Property management expenses, which comprise property management fees and sinking fund contributions, increased by US$21,126, or 1,370%, to US$22,668 for the year ended December 31, 2025, from US$1,542 for the year ended December 31, 2024. The increase was primarily attributable to adjustments made to the prior year figures, which resulted in an understated expense base for 2024. As a result, the year-on-year comparison is not fully comparable. Excluding the impact of these prior year adjustments, the underlying property management expenses remained relatively stable.
Others. Other income/(expenses), which comprise foreign currency exchange gains or losses and miscellaneous low-value items, decreased by US$121,148, or 245%, to US$(71,778) for the year ended December 31, 2025, from US$49,370 for the year ended December 31, 2024. The decrease was mainly driven by the appreciation of the Singapore dollar against the U.S. dollar, which resulted in a foreign exchange gain of US$117,134 for the year ended December 31, 2025, compared to the prior year.
Finance costs. Finance costs, which comprise interest on debts as well as interest on lease liabilities, increased by US$77,522, or 35.5%, to US$296,152 for the year ended December 31, 2025, from US$218,630 for the year ended December 31, 2024. The increase was primarily attributable to higher interest expenses on debts, which rose by US$71,419 due to overall increase in prevailing interest rates.
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Comparison of Years Ended December 31, 2024 and 2023
Revenues
Revenues. The principal activities of the Company for the years ended December 31, 2024 and 2023 were providing I-Guarding service and Man Guarding service. Revenue for the years ended December 31, 2024 and 2023 was US$10,490,668 and US$10,655,993, respectively, representing decrease of 1.6%. Revenue remains stable as we continue to conserve operational capacity for global market growth plans.
Revenue from Man Guarding Services. Revenue from Man Guarding Services decreased by US$29,960, or 20%, to US$120,354 for the year ended December 31, 2024, from US$150,314 for the year ended December 31, 2023. This line of revenue consist entirely of a sole customer.
Revenue from I-Guarding Services. Revenue from I-Guarding Services decrease by US$216,068, or 2.1%, to US$10,236,195 for the year ended December 31, 2024 from US$10,452,263 for the year ended December 31, 2023. The slight decrease was the result of a strategic period of sales reconsolidation and stabilization, as we conserve resources in preparation for global market expansion and rebalance our client portfolio toward higher-quality customers.
Revenue from Others. Revenue from others increase by US$80,703, or 151%, to US$134,119 for the year ended December 31, 2024 from US$53,416 for the year ended December 31, 2023. This significant increase was partly due to a one-off incidental transaction, where we acted as an agent for the sale of security apparel, contributing US$77,494. Revenue from others accounted for 1.3% of our total revenue for the year ended December 31, 2024, as compared to 0.50% for the year ended December 31, 2023.
For the year ended December 31, 2024, Berjaya Academy Pte Ltd generated US$56,625 in revenue. In comparison, for the year ended December 31, 2023—its first year of revenue generation starting from February—the Academy earned US$34,981 from the delivery of government-approved security courses. This growth reflects clear market demand and reinforces our position as a leading provider in Singapore’s security training industry.
Cost and expenses
Cost of revenue (exclusive of depreciation and amortization). Cost of revenue (exclusive of depreciation and amortization expense) mainly includes sub-contractor cost, guards labor cost, guards related employees’ expenses and consumables. Our cost of sales decreased by US$786,883, or 10.3%, to US$6,875,141 for the year ended December 31, 2024, from US$7,662,024 for the year ended December 31, 2023. This decrease was a result of the Company’s enhanced efforts in subcontractor monitoring, due to which credit notes amounting to US$892,390 were received from a major subcontractor.
Depreciation and amortization expense. Depreciation and amortization include depreciation and amortization of IT equipment, vehicles, leasehold property; and intangible assets such as Research and Developments and Patents. Depreciation and amortization decreased by US$50,293, or 15%, to US$279,543 for the year ended December 31, 2024 from US$329,836 for the year ended December 31, 2023. The decrease is attributed to the decline in amortization expense for intangible assets in the year ended December 31, 2024.
Employee Benefits Expenses. Our staff expenses consist primarily of non-guard related employee expenses. Our employee expenses increased by US$840,625, or 64%, to US$2,151,970 for the year ended December 31, 2024 from US$1,311,345 for the year ended December 31, 2023. Such increase was due to overall general increased hiring of management staffs including key appointment personnels. As of December 31, 2024, our headcount in our primary subsidiary, Concorde Security Pte Ltd, increased by 100% as compared to the headcount as of December 31, 2023.
Bad debt written off. Bad debts written off increased by US$180,303, or 102%, compared to a net bad debt recovery (income) of US$176,856 for the year ended December 31, 2023. This increase was primarily attributable to the absence of a bad debt write-back of US$176,856 that was recorded in 2023.
Expected credit loss. Expected credit loss increased significantly by US$632,518, or 907%, to US$562,755 for the year ended December 31, 2024, compared to a write-back of expected credit losses (income) of US$69,763 for the year ended December 31, 2023. This increase was primarily attributable to a deterioration in the credit risk profile of certain customers, resulting in higher impairment provisions, as well as a more conservative provisioning approach adopted during the year.
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Professional fees. Professional fees include consultancy fees incurred in the area of accounting, auditing, legal and secretarial work. Professional fees increased by US$796,243, or 653%, to US$918,016 for the year ended December 31, 2024 from US$121,773 for the year ended December 31, 2023. The increase is mainly due to audit fees and other accounting/ professional fee incurred for the offering but not directly attributable to it, amounting to US$817,360.
Distribution expenses. Distribution expenses include expenses incurred for transportation, telecommunication, publicity and entertainment. Distribution expenses decreased by US$3,456, or 3%, to US$99,515 for the year ended December 31, 2024 from US$102,971 for the year ended December 31, 2023. Such decrease was in line with decrease in sales.
Office expenses. Office expenses include expenses incurred for miscellaneous office administration such as subscriptions, office supplies, utility and office insurance. Office expenses decreased by US$36,113, or 16%, to US$185,258 for the year ended December 31, 2024 from US$221,371 for the year ended December 31, 2023. Such decrease was primarily due to decrease in patent registration and maintenance expense of US$28,781, and staff training amounting to US$20,625, which is partially offset by the increase in insurance expense amounting to US$10,042 and other office expenses.
Property management expenses. Property management expenses incurred on leased properties at 808 Kitchener Road and unit at #07-33 at Link@AMK. The expenses decreased by US$29,800, or 95%, to US$1,542 for the year ended December 31, 2024 from US$31,342 for the year ended December 31, 2023. The tenancy was ceased during the year and the Company repurposed the premises for internal use.
Others. Others include unrealized currency exchange loss and other small-value miscellaneous expenses. Other decreased by US$34,431, or 41%, to US$49,370 for the year ended December 31, 2024 from US$83,801 for the year ended December 31, 2023. Such decrease was mainly due to unrealized currency exchange gain of US$17,555.
Finance costs. Finance costs comprise interest on debts and interest on lease liabilities. Finance costs increased by US$69,004, or 46%, to US$218,630 for the year ended December 31, 2024 from US$149,626 for the year ended December 31, 2023. Such increase was due to additional loans taken during the year ended December 31, 2024.
Non-GAAP Financial Measures
In addition to consolidated financial measures prepared in accordance with IFRS, we evaluate our performance using non-GAAP financial measures (where GAAP is IFRS). These measures exclude certain non-cash and/or non-recurring items that do not reflect our ongoing business operations in order to provide clearer view of operational efficiency and facilitate period-to-period comparability for management, investors, and the board. The adjustments currently include share-based compensation expenses.
However, these measures are not intended to replace IFRS metrics, such as net profit (loss), revenue growth, or cash flow from operations, nor should they be considered superior. Adjusted Net Profit (refer table below) has inherent limitations as analytical tools and should be reviewed alongside IFRS metrics for a comprehensive understanding of our financial performance.
Reconciliations of Adjusted Net (Loss)/ Profit to the most comparable IFRS financial metric for historical periods are presented in the table below:
| Year Ended December 31, | ||||||||||||
| Reconciliation of non-GAAP net (loss) profit | 2025 | 2024 | 2023 | |||||||||
| $ | $ | $ | ||||||||||
| Net (Loss)/ Profit before tax | (15,105,249 | ) | (83,508,195 | ) | 1,125,434 | |||||||
| Adjustments: | ||||||||||||
| Share based compensation expense | 10,868,000 | 83,155,336 | - | |||||||||
| Adjusted Net (Loss)/Profit before tax | (4,237,249 | ) | (352,859 | ) | 1,125,434 | |||||||
| Income tax expense | (97,135 | ) | (114,902 | ) | (131,240 | ) | ||||||
| Adjusted Net (Loss)/Profit for the year | (4,334,384 | ) | (467,761 | ) | 994,194 | |||||||
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Taxation
Although we have subsidiaries formed in the United Kingdom and Malaysia, those entities do not have active business activities as of the date of this annual report.
British Virgin Islands
Concorde International Group Ltd is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Concorde International Group Ltd is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the Company to its shareholders, no withholding tax from British Virgin Islands will be imposed.
Singapore Income Taxes
Our subsidiaries incorporated in Singapore are subject to the uniform tax rate of 17% under Singapore income tax law on taxable income. Under Singapore tax laws, we are exempted from Singapore income tax on our foreign sourced dividend income received in Singapore by our company and Singapore tax resident subsidiaries provided that (i) such income is subject to income tax of a similar character under the laws of the jurisdiction from which such income is received at the time the income is received in Singapore; (ii) the highest rate of such tax on any gains or profits from a trade or business carried on in such jurisdiction is not less than 15%; and (iii) the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the person resident in Singapore.
We have not recognized deferred tax assets with respect to our carried forward tax losses as we are not able to estimate the timing of the availability of future taxable profits to utilize these tax losses, based on our operating history. Unabsorbed tax losses may be carried forward indefinitely.
Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser extent, inflation.
Credit Risk
Our exposure to credit risk arises primarily from trade receivables. For other financial assets (including cash and cash equivalents), we minimize credit risk by dealing exclusively with high credit rating counterparties.
We have adopted a policy of only dealing with creditworthy counterparties. We perform ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral.
If our customers delay or default in their payments to us, we may have to make impairment provisions and write-off the relevant receivables. This in turn may materially and adversely affect our business, financial condition, and results of operation.
Trade receivables
Trade receivables is stated at the original amount less an allowance for doubtful receivable.
Trade receivable is recognized in the period when we have rendered services to our customers and when its right to consideration is unconditional. The amounts due are stated at their net estimated realizable value. We review the accounts receivable on a periodic basis and make general and specific allowances when there is doubt as to the collectability of individual balances.
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In application of the general provision, the Company applies the simplified approach to provide for expected credit losses (“ECLs”). To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the days past due. We consider factors in assessing the collectability of its receivables, such as historical bad debts, changes in customers’ payment patterns, credit-worthiness and financial condition of the customers, current economic trends and other specific circumstances related to the accounts. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.
Cash and cash equivalents
No expected credit losses are recognized from cash and cash equivalents arising from bank balances with financial institution because the probability of default by these financial institutions are negligible.
Liquidity risk
We are also exposed to liquidity risk which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.
Market risk
Interest Rate Risk
Our exposure to interest rate risk arises primarily from its debt and lease liabilities. Although interest rates for our loans are about fixed for the terms of the loans, the interest rates are subject to change upon renewal and at the bank’s discretion. Additionally, we may need to raise additional financing to support our operations, which could include equity or debt financing, in the immediate and near term. Rising interest rates would negatively impact our ability to obtain such financing on commercially reasonable terms or at all. Recently, due to the fixed interest rates in our terms of loans, our borrowing costs have not increased. However, we cannot predict the ultimate impact on our business of any prolonged or continued interest rate increases. To the extent we are required to obtain financing at higher borrowing costs to support our operations, we may be unable to offset such costs through price increases, other cost control measures, or other means. Any attempts to offset cost increases with price increases may result in reduced sales, increased customer dissatisfaction, or otherwise harm our reputation.
At the end of reporting period, the weighted average effective interest rates for the debt and lease liabilities were as follows:
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Fixed rates | ||||||||||||
| Debt | 1.9% – 8.2 | % | 1.5% – 8 | % | 1.5% – 8 | % | ||||||
| Lease liabilities | 4.7% – 6.5 | % | 1.5% – 2.5 | % | 1.5% – 2.5 | % | ||||||
Possible changes in interest rate are not expected to have a material impact on the result of our Company.
Foreign Currency Exchange Risk
The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of CGPL, CSPL, BAPL and CAPL is the Singapore Dollar (“SGD”). The functional currency of the Company and CiF is the U.S. dollar (“USD). The functional currency of CSSB is Malaysia Ringgit (“MYR”). The functional currency of CSL is Great Britain Pound (“GBP”).
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For the subsidiaries whose functional currency is the SGD, MYR and GBP dollar, profit or loss and other comprehensive income and cash flows are translated at the average exchange rates during the reporting periods, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the statements of financial position. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated statement of financial position’s date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in profit or loss as incurred.
Material Accounting Policy Information
The following are the material accounting policy information used in the preparation of the consolidated financial statements:
Revenue
The amount of revenue recognized is the amount allocated to the satisfied performance obligation under IFRS 15 Revenue from Contracts with Customers (“IFRS 15”).
Performance obligations satisfied over time
A performance obligation is satisfied over time when an entity transfers control of a good or service over a period. This occurs when one of three conditions is met: (a) the customer simultaneously receives and consumes the benefits provided by the entity’s performance; (b) the entity’s performance creates or enhances an asset that the customer controls during creation or enhancement; or (c) the entity’s performance does not result in an asset with an alternative use, and there exists an enforceable right to payment for the performance completed to date.
In providing round-the-clock security manning, the customer simultaneously receives and consumes the benefits of the Group’s performance. Therefore, the nature of the service sales is recognized over time, on a monthly billing cycle basis.
An asset created by an entity’s performance lacks an alternative use if contractual or practical restrictions prevent the entity from redirecting it during creation or completion. This assessment is fixed at contract inception and can only be revised if a contract modification substantially alters the performance obligation with mutual agreement from the parties involved. In providing installation solely as a prerequisite to our patent-protected service at the customer’s site, the customer will not have an alternate use for such installation. Performance obligations are satisfied over time, primarily through the provision of service sales.
Right to payment for performance completed to date, an entity considers both contractual terms and applicable laws. This right does not necessarily specify a fixed amount but must ensure that the entity is compensated for work completed if the contract is terminated for reasons unrelated to the entity’s performance failure. Customers have entered into a contract with the Group that does recurring monthly billing, securing the Group’s right to payment for services rendered as they are consumed.
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Performance obligations satisfied at a point in time
In cases where a performance obligation is not satisfied over time, it is fulfilled at a specific point in time. This determination relies on factors including the entity’s present right to payment, the transfer of legal title, physical possession of the asset by the customer, the transfer of significant risks and rewards of ownership, and the customer’s acceptance of the asset. Consideration of these indicators, alongside the control requirements outlined in the standard, helps determine when control of the asset is transferred, and the performance obligation is satisfied.
In the provision of installation at customer’s site amounting to creation of assets where customer has an alternative use. Such installation’s performance obligation are satisfied at the point in time.
Trade receivables
Trade receivables is stated at the original amount less an allowance for doubtful receivable.
Trade receivable is recognized in the period when we have rendered services to our customers and when its right to consideration is unconditional. The amounts due are stated at their net estimated realizable value. We review the accounts receivable on a periodic basis and make general and specific allowances when there is doubt as to the collectability of individual balances.
In application of the general provision, the Company applies the simplified approach to provide for expected credit losses (“ECLs”). To measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the days past due. We consider factors in assessing the collectability of its receivables, such as historical bad debts, changes in customers’ payment patterns, credit-worthiness and financial condition of the customers, current economic trends and other specific circumstances related to the accounts. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.
Financial instruments
Financial assets and financial liabilities are recognized in the group’s consolidated statement of financial position when the group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss and other comprehensive income.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
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Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortized cost:
| ● | The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows. |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Other financial asset
Under IFRS 9, the insurance contract is recognized as a financial asset. In accordance with IFRS9 paragraph 4 classification of financial asset, two key criteria are assessed for further classification: the entity’s business model for managing the assets and the contractual cash flow characteristics. Financial assets can be classified into three categories: Amortized Cost for those held to collect cash flows that are solely payments of principal and interest; Fair Value Through Other Comprehensive Income (FVOCI) for assets held to collect cash flows and for selling, also with solely payments of principal and interest; and Fair Value Through Profit or Loss (FVPL) for assets that do not meet the criteria for the first two categories. This classification ensures that financial assets are measured and reported in a way that accurately reflects their economic substance. The insurance contract is not classified as a financial asset for collecting contractual cash flows through compensation for the life insured. Since the contract does not represent solely the payment of principal and interest, it fails the SPPI (Solely Payments of Principal and Interest) test. Therefore, it will be recognized at fair value through profit and loss in subsequent reporting periods.
Impairment of financial assets
The group always recognizes lifetime expected credit losses (ECL) for trade and other receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
For all other financial instruments, the group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Financial liabilities
All financial liabilities are measured subsequently at amortized cost using the effective interest method.
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.
Derecognition of financial liabilities
The group derecognizes financial liabilities when, and only when, the group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability recognized and the consideration paid and payable is recognized in profit or loss.
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Share-based Compensation
In 2024, the shares granted were measured in accordance to IFRS 2 of fair value at grant date. The Group utilizes the unlevered discounted cash flow method to determine the fair value of restricted share at the grant date considering the dilutive effect of restricted share, which is a level 3 input of IFRS 13. In 2025, following the Group’s initial public offering, the fair value of shares granted was measured based on the quoted market price at the grant date, which represents a Level 1 input under IFRS 13.
As the shares granted do not contain any vesting conditions, the equity instruments are considered fully vested at grant date, and the fair value is recognised as an expense immediately in profit or loss, with a corresponding increase in equity.
The fair value determined at grant date is not subsequently remeasured.
Recently issued accounting pronouncements
The Company is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”). The JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease to be classified as an EGC.
For a discussion on certain revised IFRS accounting policies recently adopted, see Note 2 to our consolidated financial statements.
In applying the group’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources in accordance with IFRS 1 First-time Adoption of International Financial Reporting Standards. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
B. Liquidity and Capital Resources
We fund our operations primarily through cash generated from operating activities and proceeds from our initial public offering (“IPO”).
On April 22, 2025, we were successfully listed on the Nasdaq Stock Exchange. On April 23, 2025, we completed our IPO and issued an aggregate of 1,250,000 Class A ordinary shares, generating net proceeds of approximately US$4,371,614, after deducting underwriting discounts, commissions, and offering expenses. On May 2, 2025, the underwriters exercised their over-allotment option in full, and we issued an additional 187,500 Class A ordinary shares, generating additional proceeds of approximately US$693,750.
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Our primary uses of cash consist of funding ongoing operating expenses, capital expenditures, and IPO-related costs. As of December 31, 2025, 2024 and 2023, we had cash and cash equivalents of US$1,629,018, US$1,000,284, and US$956,975, respectively.
We believe that our existing cash and cash equivalents, together with cash provided from financing activities, will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on a number of factors, including our revenue growth, the expansion of our sales and marketing activities, and potential acquisitions or investments in complementary businesses and technologies. We may require additional financing in the future to support our growth strategy, which may include equity or debt financings.
The following table summarizes the key cash flow components from our consolidated statements of cash flows for the years indicated.
| For the year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net cash (used in)/provided by operating activities | $ | (3,516,401 | ) | $ | (564,187 | ) | $ | 790,944 | ||||
| Net cash used in investing activities | (116,537 | ) | (952,990 | ) | (309,631 | ) | ||||||
| Net cash provided by financing activities | 4,172,668 | 1,589,835 | 947 | |||||||||
| Net change in cash during period | 539,730 | 72,658 | 482,260 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 89,004 | (29,351 | ) | 33,437 | ||||||||
Operating Activities
Net cash used in operating activities was US$3,516,401 for the year ended December 31, 2025, compared to US$564,187 for the year ended December 31, 2024. The increase in net cash outflow was primarily attributable to higher operating losses after adjusting for non-cash items, together with unfavorable movements in working capital. Cash outflows for the year ended December 31, 2025 were mainly driven by a loss before tax of US$15,105,249, partially offset by non-cash adjustments of US$11,700,408, primarily comprising share-based compensation of US$10,868,000 and depreciation and amortization of US$589,976. Working capital changes were unfavorable, mainly reflecting an increase in trade and other receivables of approximately US$1,315,746 and a partially offsetting increase in trade and other payables of US$1,244,873.
Net cash used in operating activities was US$564,187 for the year ended December 31, 2024, compared to net cash generated of US$790,944 for the year ended December 31, 2023. The net cash outflow in 2024 was primarily attributable to a loss before tax of US$83,508,195, largely offset by non-cash adjustments of US$84,300,428, primarily driven by share-based compensation of US$83,155,336. Changes in working capital were unfavorable overall, reflecting a decrease in trade and other payables of US$446,240, partially offset by a decrease in trade and other receivables of approximately US$892,894.
Investing Activities
Net cash used in investing activities was US$116,537 for the year ended December 31, 2025, compared to net cash used in investing activities of US$952,990 for the year ended December 31, 2024. The net cash outflow in 2025 was primarily attributable to purchases of property and equipment of US$186,835 and downpayment made for right-of-use assets of US$96,498, partially offset by proceeds from disposal of property and equipment of US$46,841 and repayments of loans from related parties of US$119,955.
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Net cash used in investing activities was US$952,990 for the year ended December 31, 2024, compared to net cash used in investing activities of US$306,631 for the year ended December 31, 2023. Investing cash outflows in 2024 were primarily attributable to purchases of property and equipment of US$1,052,484 and purchases of keyman insurance of US$85,913, partially offset by repayments of loans from related parties of US$185,407.
Financing Activities
Net cash provided by financing activities was US$4,172,668 for the year ended December 31, 2025, compared to US$1,589,835 for the year ended December 31, 2024. The increase was primarily attributable to higher proceeds from issuance of shares of US$5,750,000, partially offset by repayments of debts of US$541,874, payment of deferred offering costs of US$909,861 and lease payments of US$125,597.
Net cash provided by financing activities was US$1,589,835 for the year ended December 31, 2024, compared to US$947 for the year ended December 31, 2023. The increase was primarily attributable to higher proceeds from debts of US$3,259,062, partially offset by repayments of debts of US$1,255,766, payment of deferred offering costs of US$333,088, and lease payments of US$80,581. Proceeds from issuance of shares were minimal at US$208.
Related Party Transactions
The following schedule describes the transactions and balances with related parties for the fiscal years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | ||||||||||||
| 2025
(Audited) |
2024 (Audited) |
2023 (Audited) |
||||||||||
| $ | $ | $ | ||||||||||
| Concorde Global I Pte Ltd | - | - | 15,168 | |||||||||
| Total Protection Solutions Pte Ltd | 451,335 | 553,184 | 753,976 | |||||||||
| Advance from supplier – Total Protection Solutions Pte Ltd | - | 323,514 | - | |||||||||
| Swee Kheng Chua | - | 4,616 | 75,838 | |||||||||
| Total amount due from related parties | 451,335 | 881,314 | 844,982 | |||||||||
| Included in Trade Receivables | ||||||||||||
| Concorde Global I Pte Ltd | 11,068 | 10,448 | 10,779 | |||||||||
| iMatrix Global Pte Ltd | 6,467 | 6,105 | 6,297 | |||||||||
| Total Protection Solutions Pte Ltd | 4,610 | 4,757 | ||||||||||
| 17,535 | 21,163 | 21,833 | ||||||||||
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The following schedule describes the amount due to related parties for the fiscal years ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, | ||||||||||||
| 2025
(Audited) |
2024 (Audited) |
2023 (Audited) |
||||||||||
| $ | $ | $ | ||||||||||
| Total Protection Solutions Pte Ltd (included in Trade Payable) | 690,741 | - | 517,383 | |||||||||
| Swee Kheng Chua | 207,551 | 221,556 | 405,632 | |||||||||
The following schedule describes the related parties transactions during the period for the years ended December 31, 2025 and 2024 and 2023:
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| (Audited) | (Audited) | (Audited) | ||||||||||
| $ | $ | $ | ||||||||||
| Subcontracting costs | ||||||||||||
| Total Protection Solution Pte Ltd | 6,027,928 | 2,667,045 | 2,504,458 | |||||||||
| iMatrix Global Pte Ltd | - | - | 16,403 | |||||||||
| Total subcontracting costs | 6,027,928 | 2,667,045 | 2,520,861 | |||||||||
| Expenses paid on behalf –Swee Kheng Chua | 34,755 | 4,695 | - | |||||||||
| Interest income – Total Protection Solution Pte Ltd | 25,650 | 33,285 | 29,853 | |||||||||
| Loan repayment - Total Protection Solution Pte Ltd | 126,318 | 185,407 | 71,449 | |||||||||
On March 18, 2024, 20,788,886 Class B Ordinary Shares were issued to members of our Board, executive officers or their affiliates and existing shareholders as part of the share-based compensation plan, with the fair value recognized through comprehensive loss. The Class B Ordinary Shares issued to each of them were fair valued at US$4 per share.
On November 10, 2025, the Group granted an aggregate of 4,400,000 restricted Class A ordinary shares under its 2025 Equity Incentive Plan to an employee and certain consultants in consideration of services rendered to the Group. Immediately after the issuance of these Class A ordinary shares, the Group has (i) 6,674,356 Class A ordinary shares issued and outstanding, and (ii) 20,311,112 Class B ordinary shares issued and outstanding.
Contractual Obligations, Commitments and Contingencies
Comparison of Fiscal Years ended December 31, 2025, 2024 and 2023
Our contractual obligations as of December 31, 2025, 2024 and 2023 consist of the obligations under the lease agreements covering our office space and debt.
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The following table summarizes our lease obligations for the fiscal years ended December 31, 2025, 2024 and 2023:
| Year ended December 31, 2025 | Within 1 year | 1 to 5 years | >5 years | Total | ||||||||||||
| Undiscounted lease liabilities | 114,113 | 214,034 | — | 328,147 | ||||||||||||
| Interest expense | (12,489 | ) | (13,667 | ) | — | (26,156 | ) | |||||||||
| 101,624 | 200,367 | — | 301,991 | |||||||||||||
| Year ended December 31, 2024 | Within
1 year |
1
to 5 years |
>5 years | Total | ||||||||||||
| Undiscounted lease liabilities | 103,063 | 182,499 | — | 285,562 | ||||||||||||
| Interest expense | (13,625 | ) | (11,775 | ) | — | (25,400 | ) | |||||||||
| 89,438 | 170,724 | — | 260,162 | |||||||||||||
| Year ended December 31, 2023 | Within 1 year |
1
to 5 years |
>5 years | Total | ||||||||||||
| Undiscounted lease liabilities | 65,160 | 96,588 | — | 161,748 | ||||||||||||
| Interest expense | (5,339 | ) | (6,506 | ) | — | (11,845 | ) | |||||||||
| 59,821 | 90,082 | — | 149,903 | |||||||||||||
The follow table summarizes our debt for the fiscal years ended December 31, 2025, 2024 and 2023:
| Years ended December 31, | 2025
(Audited) |
2024 (Audited) |
2023 (Audited) |
|||||||||
| Within 1 year | 2,886,638 | 3,122,678 | 1,863,110 | |||||||||
| 1 to 5 years | 1,923,795 | 2,906,113 | 2,109,538 | |||||||||
| 4,810,433 | 6,028,791 | 3,972,648 | ||||||||||
No other significant capital or commitments, long-term obligations, or guarantees as of December 31, 2025, 2024 and 2023.
Off-Balance Sheet Commitments Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
C. Research and Development, Patents and Licenses, Etc.
Please refer to “Item 4. Information on the Company—D. Property, Plant and Equipment—Intellectual Property.
We did not incur research and development expense for the fiscal year ended December 31, 2025.
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D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
E. Critical Accounting Estimates
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are discussed below
i. Fair value of financial instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The convertible option which is included in other financial liabilities and disclosed at Note 12 are carried at fair value classified as Level 3 applying the binomial method.
The Group has changed the valuation method during the initial recognition and subsequent measurement. At initial recognition in June 2024, the Company used a discounted cash flow (DCF) method to value the host loan component and the embedded derivative separately, as the fair value of the conversion feature could not be reliably measured using market-based inputs due to the absence of an IPO and observable market data. The fair values of the Group’s fixed interest-bearing borrowings are determined using the discounted cash flow (DCF) method, applying a discount rate that represents the issuer’s borrowing rate as of the reporting period’s end. There are no financial instruments for which Level 1 or Level 2 fair value measurements were applied.
As at December 31, 2024, management changed the valuation technique to a binomial option pricing model to value the convertible note. The change was made because the binomial method better reflects the optional nature of the conversion feature. On September 12, 2025, the convertible loan has been converted to Class A ordinary shares.
ii. Fair value of share-based compensation
The Company issued the Class B Ordinary Shares to members of the Board, executive officers, their affiliates, and existing shareholders. The cost of the restricted shares is measured based on the fair value on the grant date.
The Group applied a discounted cash flow valuation model, which incorporates key assumptions including projected future cash flows and discount rates. These inputs are not directly observable in the market and are classified as Level 3 inputs under IFRS 13.
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In 2025, following the Group’s initial public offering, the fair value of equity instruments granted was determined based on quoted market prices. As such, no significant judgement or estimation uncertainty arises from the valuation of share-based payments in 2025.
iii. Expected credit losses assessment on trade and other receivables
The expected credit losses on trade and other receivables of the Group are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
In assessing the credit risk of the trade and other receivables, the Group takes into account qualitative and quantitative reasonable and supportable forward-looking information.
G. Safe Harbor
See “Introductory Notes—Forward-Looking Information.”
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth certain information regarding our current directors and executive officers.
| NAME | AGE | POSITION | ||
| Swee Kheng Chua (Alan)(2)(3) | 59 | Chairman of the Board, Director and Co-Chief Executive Officer | ||
| Wong Ling Yan (Philip) | 45 | Director and Co-Chief Executive Officer | ||
| Tan Poh Chen (Agnes) | 53 | Director | ||
| Goh Kok Kee (Alfred)(1)(2)(3) | 65 | Independent Director; Chair of Compensation Committee | ||
| Mark Allen Brisson(1)(2)(3) | 59 | Independent Director; Chair of Nominating and Corporate Governance Committee | ||
| Sim Peng Thia(1)(2)(3) | 51 | Independent Director; Chair of Audit Committee |
Notes:
| (1) | Member of the Audit Committee. |
| (2) | Member of the Compensation Committee. |
| (3) | Member of the Nominating and Corporate Governance Committee. |
Swee Kheng Chua (Alan)
Mr. Chua is the Co-Chief Executive Officer and Chairman of the Board of Concorde International Group. As self-made entrepreneur, he founded Concorde Security Pte Ltd in Singapore more than two decades ago. Mr. Chua is the inventor of several patented technologies, granted across 29 jurisdictions, including Mobile Surveillance and Response, Access Control Management, Secured Aerial Viewer, and Secured Cruise Vessel, marketed under Concorde’s i-Guarding Solution.
Mr. Chua’s transformative contributions to the security industry have been recognised by the Singapore government, which featured the i-Facility Sprinter (IFS) model as a core component of the Industry Transformation Map (ITM) launched in 2018. His pioneering impact is further underscored by a case study titled “The Resilience of a Disruptive Innovator: Concorde Security,” published on Harvard Business Impact, which highlights his groundbreaking approach to disruptive innovation within a traditional industry.
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Wong Ling Yan (Philip)
Mr. Wong founded YOOV in 2016 and currently is its chief executive officer and chairman of the board, overseeing the company’s overall corporate strategy, fundraising, and investor relations. Mr. Wong has more than 20 years of experience in real estate and information technology industries, undertaking core responsibilities including corporate finance and technology business development. Prior to YOOV, in 2012, he established several education centers in Hong Kong, which solidified his track record as a serial entrepreneur with a proven exit. Mr. Wong commenced his professional career in 2007 with Wachovia Bank and Wells Fargo Bank, where he focused on corporate and investment banking for real estate. Mr. Wong holds a Master of Business Administration from The Chinese University of Hong Kong and is also a registered professional surveyor.
Tan Poh Chen (Agnes)
Ms. Tan has served as an executive wealth manager at Infinity Financial Advisory Pte Ltd since 2024. Ms. Tan has over 20 years of experience in financial advisory and corporate risk consultancy. In her current capacity at Infinity Financial Advisory Pte Ltd, Ms. Tan specializes in insurance planning, investment advisory and corporate risk management. Prior to this appointment, from 2005 onwards, she worked at Manulife Singapore and Financial Alliance Pte Ltd, where she focused on delivering financial consultation services. Her professional qualifications include the Chartered Financial Consultant (ChFC, 2020), Associate Financial Consultant (AFC, 2016), Collective Investment Schemes II (M8A, 2013), Life Insurance & Investment-Linked Policies II (M9A, 2013), Collective Investment Schemes (M8, 2010), and Life Insurance & Investment-Linked Policies (M9, 2004).
Goh Kok Kee (Alfred)
Mr. Goh has served as the Company’s independent director since March 31, 2025. Mr. Goh began his professional career as a military officer in the Singapore Armed Forces (SAF) and attained the rank of Major. He was appointed as the Aide-de-Camp to the President of the Republic of Singapore (1991-1996). In his service 1996-2019 as an Operationally Ready National Serviceman, he attained the rank of Lieutenant Colonel in 2010 and received the Long Service Medal by Minister at the National Day Awards Investiture in 2011 and the Commendation Medal (Military) and at the National Day Awards Investiture in 2013 . Mr. Goh currently serves as the Associate Director at Guthrie FMC Pte Ltd, having relinquished from his role as Executive Director within the same company in 2023. Alfred joined Guthrie FMC Pte Ltd in 2014, a facilities management company as a Project Director and subsequently as Executive Director in 2016. Guthrie FMC Pte Ltd is a subsidiary of Guthrie GTS Limited which was established in 1821. In his nine years as an Executive Director, he increased the company sales turnover from S$22.7 mil to an average of S$46.0 mil between 2020 and 2023. During the Covid-19 Pandemic, the company was awarded the Certificate of Commendation by the President of the Republic of Singapore for exceptional efforts which had significant impact in Singapore’s fight against COVID-19. From 1996 to 2014, Mr. Goh was managing his family business ABC Marineland Services Pte Ltd and digitalized the company’s operation and financial processes in 2000. His professional qualifications include an Honors Degree in Building Science (1986), a Post-Graduate Certificate in International Arbitration (2007), Certification Course for Green Mark Facilities Managers (2014) and Managing Security Agencies Within Legal Framework (2015).
Mark Allen Brisson
Mr. Brisson has served as the Company’s independent director since March 31, 2025. Mr. Brisson is an experienced international executive with over 25 years in the security, fire safety, monitoring, and building services industries across Asia-Pacific and Australasia. Mr. Brisson currently serves as an Independent Non-Executive Director of SU Group Holdings Limited (Nasdaq: SUGP) since December 2023 and a Non-Executive Director of Australian-listed Intelligent Monitoring Group Limited (ASX: IMB) since June 2024. He also advises several overseas startups and security/industrial companies and has worked as a consultant in the electronic security and life safety sector since December 2020. Previously, from December 2016 to November 2020, he was President of Chubb Fire and Security (Australia and New Zealand), an international provider of security and fire safety solutions. From December 2013 to December 2016, he served as President of the Building & Industrial Services divisions at United Technologies Corporation (Australia and New Zealand), overseeing Chubb field operations, Otis Elevators, Carrier HVAC, and fire and security products. From May 2010 to December 2013, Mr. Brisson was President of various divisions at United Technologies Corporation (Australia and New Zealand), responsible for Chubb Cash in Transit, Fire Systems installation and service, Electronic Security and Monitoring. Earlier, from June 2006 to April 2010, he was Managing Director at UTC Fire and Security for Hong Kong, Macau, Taiwan, and Guangdong. From December 2004 to June 2006, he served as General Manager of Chubb Hong Kong Electronic Security. Mr. Brisson holds a Bachelor of Arts degree in Political Science from Simon Fraser University in Canada and is a Fellow of the Hong Kong Institute of Directors.
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Sim Peng Thia
Ms. Thia has served as the Company’s independent director since March 31, 2025. Ms. Thia has over 20 years of experience in the Technology and Banking industry including wholesale corporate banking, institutional & international banking portfolio management and general management. Ms. Thia currently serves as the Executive Coach, Founder & Director of Catenary Pte Ltd Singapore since June 2021. She was the Senior Regional Manager, Global Financial Institutions for OCBC Bank Singapore from June 2020 to August 2021. She was the Executive Director, Business Planning & Strategic Initiatives for Standard Chartered Bank Singapore from February 2018 to June 2020. She was the Head, PM Loan Sales, Institutional & International Banking Portfolio Management for Australia and New Zealand Banking Group Limited Singapore from July 2015 to February 2018. She is a Certified Financial Analyst (“CFA” - CFA Institute), certified in Green& Sustainable Finance (CBI), Professional Certified Coach (“PCC” - ICF), Team Coach (“Practitioner Level” - EMCC), Certified Neuro-Behavioral Modelling Coach (SAC) and a qualified Practitioner Program (Global Team Coaching Institute). Ms. Thia obtained a Bachelor of Engineering (Electrical & Electronics from Imperial College, University of London in 1996. She also obtained a Master Science in Applied Finance from the National University of Singapore in 2000. In addition, she also obtained a Master in Business Administration from INSEAD in 2005. In addition, she was awarded an Overseas Merit Scholarship from the Singapore Technologies Group in 1993.
Family Relationships
Mr. Jia Wei Chua, Swee Kheng Chua’s son is one of the key management of Concorde Security Pte Ltd (Singapore), our 96.81% owned subsidiary. Other than this, no family relationship exists between any of our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.
B. Compensation
Compensation of Directors and Officers
For the fiscal year ended December 31, 2025, we paid aggregate cash compensation of US$1,066,051 to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee assists the directors in reviewing and approving the compensation structure for the directors and the executive officers. Key management personnel compensation for the fiscal years ended December 31, 2025, 2024 and 2023 is as follows:
| Year Ended December 31, | ||||||||||||
| 2025 (Audited) |
2024 (Audited) |
2023 (Audited) |
||||||||||
| $ | $ | $ | ||||||||||
| Swee Kheng Chua (Alan) | 294,937 | 260,306 | 70,725 | |||||||||
| Sharifah Noriati Binte Said Omar (1) | 52,226 | 62,810 | 21,983 | |||||||||
| Ping Ping Lim (2) | 245,311 | 225,435 | 88,193 | |||||||||
| Terence Wing Khai Yap (3) | 298,599 | 264,454 | 86,098 | |||||||||
| Sze Yin Ong (4) | 97,727 | 81,921 | 52,191 | |||||||||
| Jia Wei Chua | 101,387 | 83,746 | - | |||||||||
| Total compensation | 1,090,187 | 978,672 | 319,190 | |||||||||
Notes:
| (1) | Ms. Sharifah Noriati Binte Said Omar serves as a nominee director at Berjaya Academy Pte Ltd, our 70% owned subsidiary, as well as Concorde Security Pte Ltd (Singapore), our 96.81% owned subsidiary, and Concorde Asia Pte Ltd (Singapore), our 70% owned subsidiary. |
| (2) | Ping Ping Lim, Swee Kheng Chua’s spouse. |
| (3) | Terence Wing Khai Yap resigned from the Board effective November 9, 2025. |
| (4) | Sze Yin Ong resigned as CFO effective November 5, 2025. |
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Employment and Indemnification Agreements
We have entered into labor contracts with our executive officers under Singapore laws. Each of our executive officers is employed for a specified time period, which may be renewed by the mutual agreement between us and the executive officer. The employment will be terminated in accordance with relevant laws and regulations. An executive officer may terminate his or her employment at any time with not less than 30 days’ prior written notice. When the employment is terminated, the executive officer should return any company property that he or she is using and transition any work in progress to the person designated by us.
Each executive officer will agree to hold in strict confidence and not to use or disclose to any person, corporation or other entity any confidential information, including but not limited to our business secrets and intellectual property. Each executive officer will represent to us that when the labor contract was executed, he or she will not enter in an employment relationship with any other entity or corporation and he or she has not executed any non-competition agreement.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Share Incentive Plan
2025 Equity Incentive Plan
On October 1, 2025, our Compensation Committee and Board approved the Concorde International Group Ltd. 2025 Equity Incentive Plan (the “Plan”). The following is a summarized description of the Plan. Capitalized terms not defined herein shall have the meaning given to them in the Plan.
The Plan provides for an aggregate number of Class A Ordinary Shares that may be reserved for the grant of Awards under the Plan as may be determined, in its sole and absolute discretion, by the Committee or the board of directors of the Company, shall not exceed 20% of the aggregate issued and outstanding Class A Ordinary Shares and Class B ordinary Shares at the time of the granting of awards, less the aggregate number of Class A Ordinary Shares or Class B Ordinary Shares then reserved for issuance pursuant to any other share compensation arrangement, in the form of incentive share options, non-qualified share options, restricted shares, restricted share units, share appreciation rights, performance share awards and performance compensation awards to employees, directors, and consultants of the Company or any affiliates of the Company. Class A Ordinary Shares granted in connection with all Awards under the Plan shall be counted against this limit as one (1) Class A Ordinary Share for every one (1) Class A Ordinary Share granted in connection with such Award. During the terms of the Awards, the Company shall keep available at all times the number of Class A Ordinary Shares required to satisfy such Awards.
The purposes of the Plan are to (a) promote the long-term growth and profitability of the Company, and any affiliate to attract and retain the types of employees, consultants and directors who will contribute to the Company’s long-term success; (b) provide incentives that align the interests of employees, consultants and directors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.
The following paragraphs describe the principal terms of the Plan.
Administration of the Plan. The Plan is currently administered by the compensation committee of the Board, or the Committee. Among other things, the Committee has the authority to construe and interpret the Plan, to select persons who will receive awards, to determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards.
Participant. Persons eligible to receive awards under the Plan will be those employees, consultants, and directors of the Company and its affiliates who are selected by the Committee.
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Share Option General. Subject to the provisions of the Plan, the Committee has the authority to determine all grants of share options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the Committee may determine. No fractional Class A Ordinary Shares shall be issued or delivered pursuant to the Plan.
Option Price. The exercise price for share options will be determined at the time of grant. The exercise price will not be less than the fair market value on the date of grant. The exercise price for any incentive share option award may not be less than the fair market value of the shares on the date of grant. A ten percent shareholder shall not be granted an incentive share option unless the option exercise price is at least 110% of the fair market value of the Class A Ordinary Share at the grant date and the option is not exercisable after the expiration of five years from the grant date.
Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the Committee at the time of the grant. The option must be exercised by a notice to the Company, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the Committee, by actual or constructive delivery of Class A Ordinary Shares to the holder of the option based upon the fair market value of the shares on the date of exercise.
Expiration of Options. If not previously exercised, an option will expire on the expiration date established by the Committee at the time of grant. The term of a non-qualified share option granted under the Plan shall be determined by the Committee; provided, however, no non-qualified share option shall be exercisable after the expiration of 10 years from the grant date.
Option Vesting Schedule. Awards shall vest as determined by the Committee.
Incentive and Non-Qualified Options. As described elsewhere in this summary, an incentive share option is an option that is intended to qualify under certain provisions of the Internal Revenue Code of 1986, or the Code, for more favorable tax treatment than applies to non-qualified share options. Any option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain restrictions apply to incentive share options. For example, the exercise price for incentive share options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive share option may not be transferred, other than by will or the laws of descent and distribution and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive share options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive share options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of US$100,000, measured at the grant date.
Share Appreciation Rights. Share appreciation rights, or SARs, may be granted alone or in tandem with share options. A SAR is a right to receive a payment in Class A Ordinary Shares or cash (as determined by the Committee) equal in value to the excess of the fair market value of one share of Class A Ordinary Share on the date of exercise over the exercise price per share established in connection with the grant of the SAR. The exercise price per share of Class A Ordinary Share subject to a SAR may not be less than fair market value at the time of grant.
Restricted Awards. Restricted awards are awards of Class A Ordinary Shares or hypothetical Class A Ordinary Shares units having a value equal to the fair market value of an identical number of Class A Ordinary Shares. Restricted awards are forfeitable and non-transferable until the awards are vested. The vesting date or dates and other conditions for vesting are established when the shares are awarded. Restricted shareholders generally have the rights of a shareholder with respect to the shares, including the right to receive dividends, the right to vote the restricted share and, conditioned upon full vesting of shares of restricted share, the right to tender such shares, subject to the conditions and restrictions generally applicable to restricted share or specifically set forth in the recipient’s restricted share agreement. The Committee may determine at the time of award that the payment of dividends, if any, will be deferred until the expiration of the applicable restriction period. Restricted share unit holders will have no voting rights with respect to any restricted share units. Restricted share units may also be granted with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in the award agreement. The Committee may provide that the restricted share units will be credited with cash and share dividends paid by the Company in respect of one share of Class A Ordinary Shares, or Dividend Equivalents. Dividend Equivalents will be deferred until the expiration of the applicable restriction period.
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Performance Compensation Awards. The Plan also provides for performance compensation awards, representing the right to receive a payment, which may be in the form of cash, Class A Ordinary Shares, or a combination, based on the attainment of pre-established goals set forth in the applicable award agreement. Performance compensation awards that become vested following the achievement of the performance goals will be paid to participants as soon as administratively practicable following completion of the certification of the achievement of the performance goals by the Committee but in no event later than 21/2 months following the end of the fiscal year ended during which the performance period is completed.
Performance Criteria. Under the Plan, one or more performance criteria will be used by the Committee in establishing performance goals. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance, as the Administrator may deem appropriate, or as compared to the performance of a group of comparable companies or published or special index that the Committee deems appropriate. In determining the actual size of an individual performance compensation award, the Committee may reduce or eliminate the amount of the award through the use of negative discretion if, in its sole judgment, such a reduction or elimination is appropriate. The Committee will not have the discretion to grant or provide payment in respect of performance compensation awards if the performance goals have not been attained.
Governing Law. The Plan, all award agreements, the grant and exercise of awards thereunder, and the sale, issuance and delivery of Class A Ordinary Shares thereunder upon exercise of awards are governed by the laws of British Virgin Islands.
Other Material Provisions. Awards will be evidenced by a written agreement, in such form as may be approved by the Committee. In the event of various changes to Company capitalization, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the Committee to the number of shares covered by outstanding awards or to the exercise price of such awards. The Committee is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of the Company, including acceleration of vesting. Except as otherwise determined by the Committee at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. The Committee also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, to the extent that such approval is required by law or the rules of an applicable exchange, increase the number of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related to amendments. The plan will automatically terminate on the ten-year anniversary of the date when the company adopts the Plan. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award.
For information regarding share awards granted to our directors and executive officers, see note 16 of the consolidated financial statements.
C. Board Practices
Board of Directors and Committees
The Nasdaq Marketplace Rules generally require that most of an issuer’s board of directors must consist of independent directors. Our board of directors currently consists of six directors, including three independent directors, namely, Swee Kheng Chua, Wong Ling Yan Philip, Tan Poh Chen Agnes, Goh Kok Kee Alfred, Mark Allen Brisson and Sim Peng Thia.
A director is not required to hold any shares in our company to qualify to serve as a director. Our board of directors may exercise all the powers of our company to borrow money, mortgage or charge its undertaking, property, and uncalled capital, and to issue debentures, bonds and other securities whether outright or as security for any debt, liability or obligation of the company or of any third-party.
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A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted, and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered.
Board Committees
The Board has established three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Audit Committee is comprised entirely of independent directors, the Compensation Committee and the Nominating and Corporate Governance Committee are comprised by a majority of independent directors. From time to time, the Board may establish other committees.
Each committee’s members and functions are described below.
Audit Committee and Audit Committee Financial Expert
Our Audit Committee is currently composed of three members: Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen Brisson. Our Board of Directors determined that each member of the Audit Committee meets the independence criteria prescribed by applicable regulation and the rules of the SEC for Audit Committee membership and is an “independent” director within the meaning of the NASDAQ Marketplace Rules. Each Audit Committee member also meets NASDAQ’s financial literacy requirements. Ms. Sim Peng Thia currently serves as Chairman of the Audit Committee.
Our Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee is responsible for, among other things:
| ● | selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors; |
| ● | reviewing with our independent auditors any audit problems or difficulties and management’s response; |
| ● | reviewing and approving all proposed related-party transactions; |
| ● | discussing the annual audited financial statements with management and our independent auditors; |
| ● | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted considering significant internal control deficiencies; |
| ● | annually reviewing and reassessing the adequacy of our Audit Committee charter; |
| ● | meeting separately and periodically with management and our internal and independent auditors; | |
| ● | reporting regularly to the full Board of Directors; and | |
| ● | such other matters that are specifically delegated to our Audit Committee by our Board of Directors from time to time. |
Our Board of Directors has determined that Ms. Thia is the “Audit Committee Financial Expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and meets NASDAQ’s financial sophistication requirements.
Compensation Committee
Our Compensation Committee consists of Swee Kheng Chua (Alan), Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen Brisson. Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen Brisson satisfy the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Marketplace Rules. Mr. Goh Kok Kee Alfred serves as chairman of the Compensation Committee. The Compensation Committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
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The Compensation Committee is responsible for, among other things: (i) reviewing and approving the remuneration of our executive officers; (ii) making recommendations to the board regarding the compensation of our independent directors; (iii) making recommendations to the board regarding equity-based and incentive compensation plans, policies, and programs; and (iv) reviewing and assessing annually the Compensation Committee’s performance and the adequacy of its charter.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee consists of Swee Kheng Chua (Alan), Sim Peng Thia, Goh Kok Kee (Alfred) and Mark Allen Brisson. Mr. Mark Allen Brisson serves as chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The Nominating and Corporate Governance Committee is responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by shareholders and recommending to the board director nominees for each annual meeting of shareholders and for election to fill any vacancies on the board; (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies; (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance; (iv) overseeing compliance with the our code of ethics; and (v) approving any related party transactions.
The Nominating and Corporate Governance Committee’s methods for identifying candidates for election to our board of directors will include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors, our executives, individuals personally known to the members of our board of directors, and another research. The Nominating and Corporate Governance Committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.
In making director recommendations, the Nominating and Corporate Governance Committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.
Duties of Directors
Under British Virgin Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in the same circumstances taking into account, but without limitation, (a) the nature of the company, (b) the nature of the decision, and (c) the position of the director and the nature of the responsibilities undertaken by him or her. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.
Conflicts of Interest
Subject to the provisions of our memorandum and articles of association, a director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. After becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into, a director must disclose the interest to all other directors of the Company.
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Terms of Directors and Officers
Our officers are appointed by and serve at the discretion of our board of directors. Each director shall hold office for the term, if any, as may be specified in the resolution appointing him or until his earlier death, resignation or removal.
D. Employees
As of the date of this annual report, we employed about 109 full-time staff.
| Department | Number of Employees | |||
| Management | 2 | |||
| Finance and Accounting | 4 | |||
| Operations Management | 15 | |||
| Business Development | 7 | |||
| Technology & Engineering | 7 | |||
| Administrative | 10 | |||
| Securities officers | 64 | |||
| Total | 109 | |||
E. Share Ownership
The following table sets forth information with respect to beneficial ownership of our shares as of the date of this annual report by:
| ● | Each of our directors and named executive officers; | |
| ● | All directors and named executive officers as a group; and | |
| ● | Each person who is known by us to beneficially own 5% or more of each class of our voting securities. |
The calculations in the shareholder table below are based on 226,985,468 Ordinary Shares issued and outstanding as of the date of this annual report, comprising of 206,674,356 Class A Ordinary Shares and 20,311,112 Class B Ordinary Shares. Beneficial ownership is determined generally in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by any person listed below and the percentage ownership of such person, all ordinary shares of ours underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding.
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| Ordinary Shares Beneficially Owned | ||||||||||||||||||||
| Class A Ordinary Shares† | Class B Ordinary Shares† | Total Voting Power †† | ||||||||||||||||||
| Name of Beneficial Owners* | Number | % | Number | % | % | |||||||||||||||
| Swee Kheng Chua (Alan)(1) | 392,589 | 0.2 | 20,000,001 | 98.5 | 89.4 | |||||||||||||||
| Wong Ling Yan (Philip)(2) | 51,000,500 | 24.7 | — | — | 2.3 | |||||||||||||||
| Tan Poh Chen (Agnes)(3) | 120,000,000 | 58.1 | — | — | 5.4 | |||||||||||||||
| Goh Kok Kee (Alfred) | — | — | — | — | — | |||||||||||||||
| Mark Allen Brisson | — | — | — | — | — | |||||||||||||||
| Sim Peng Thia | — | — | — | — | — | |||||||||||||||
| All directors and executive officers as a group | 171,402,089 | 83.0 | 20,000,001 | 98.5 | 97.1 | |||||||||||||||
| YOOV Work Limited(3) | 120,000,000 | 58.1 | — | — | 5.4 | |||||||||||||||
| * | The business address of Swee Kheng Chua, Goh Kok Kee, Mark Allen Brisson and Sim Peng Thia is 3 Ang Mo Kio Street 62 #01-49 LINK@AMK, Singapore 569139. The business address of Wong Ling Yan is 26/F, COFCO Tower, No. 262 Gloucester Road, Causeway Bay, Hong Kong. The business address of Tan Poh Chen is Room 3406, 34/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. |
| † | The holders of Class A Ordinary Shares are entitled to one (1) vote for each Class A Ordinary Share held of record, and the holders of Class B Ordinary Shares are entitled to one hundred (100) votes for each Class B Ordinary Share held of record, and on all matters submitted to a vote of the shareholders. |
| †† | A total of 226,985,468 Ordinary Shares are issued and outstanding as of the date of this annual report. |
| (1) | Represents (i) 18,000,000 Class B Ordinary Shares directly owned by Swee Kheng Chua, (ii) 377,775 Class A Ordinary Shares directly owned by Ping Ping Lim, Swee Kheng Chua’s spouse, (iii) 14,814 Class A Ordinary Shares and 1 Class B Ordinary Share directly owned by Jia Wei Chua, Swee Kheng Chua’s son, who lives in the same household; and (iv) 2,000,000 Class B Ordinary Shares owned by Weilekai Investments Pte Ltd. Weilekai Investments Pte Ltd is a Singapore company, which is 50% owned by Swee Kheng Chua and 50% owned by Ping Ping Lim. Swee Kheng Chua is deemed to beneficially own the Class B Ordinary Shares owned by Weilekai Investments Pte Ltd and has sole voting and dispositive powers over its shares. |
| (2) | Represents 51,009,500 Class A Ordinary Shares beneficially owned by Wong Ling Yan, which consists of (i) 24,335,800 Class A Ordinary Shares directly held by Golden Harvest Group Limited, (ii) 14,873,700 Class A Ordinary Shares directly held by Mission Delight Corporation Development Limited, and (iii) 11,800,000 Class A Ordinary Shares directly held by Facewell International Limited. Each of Golden Harvest Group Limited, Mission Delight Corporation Development Limited and Facewell International Limited is an exempted company incorporated with limited liability under the laws of the British Virgin Islands, wholly-owned and controlled by Mr. Wong. The registered address of each of Golden Harvest Group Limited, Mission Delight Corporation Development Limited and Facewell International Limited is 26/F, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong. |
| (3) | Represents 120,000,000 Class A Ordinary Shares held by YOOV Work Limited, a limited liability company incorporated in the British Virgin Islands. YOOV Work Limited is ultimately controlled by Tan Poh Chen, and its registered office is situated at ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. |
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
Employment and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees—B. Compensation.”
Share Incentives
See “Item 6. Directors, Senior Management and Employees—B. Compensation.”
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Other Related Party Transactions
The table below sets forth the major related parties and their relationships with the Group as at the end of the reporting period:
| Name of related parties | Relationship with the Company | |
| Concorde Global I Pte Ltd | Controlled by Swee Kheng Chua and Ping Ping Lim | |
| iMatrix Global Pte Ltd | Swee Kheng Chua has significant influence over the company | |
| Total Protection Solutions Pte Ltd | Ping Ping Lim was a shareholder of Total Protection Solutions Pte Ltd until November 2023, and also key subcontractor to the Group | |
| Ping Ping Lim | Non-controlling shareholder and spouse of Swee Kheng Chua | |
| Swee Kheng Chua | Controlling shareholder and Co-Chief Executive Officer | |
| Jia Wei Chua | Son of Swee Kheng Chua, keyman to Concorde Security Pte. Ltd. |
| (a) | The principal related party balances and transactions as of and for the years ended December 31, 2025, 2024 and 2023 are as follows: |
Amount due from related parties:
| December 31, 2025 | December 31, 2024 | ||||||||||
| USD | USD | ||||||||||
| Total Protection Solutions Pte Ltd | (a) | 451,335 | 553,184 | ||||||||
| Advance from supplier – Total Protection Solutions Pte Ltd (refer note 8) | - | 323,514 | |||||||||
| Swee Kheng Chua | (b) | - | 4,616 | ||||||||
| 451,335 | 881,314 | ||||||||||
| Included in Trade Receivables: | |||||||||||
| Concorde Global I Pte Ltd | (c) | 11,068 | 10,448 | ||||||||
| iMatrix Global Pte Ltd | (c) | 6,467 | 6,105 | ||||||||
| Total Protection Solutions Pte Ltd | - | 4,610 | |||||||||
| 17,535 | 21,163 | ||||||||||
| (a) | On December 31, 2022, the Group formalized an agreement with Total Protection Solutions Pte Ltd loaned USD 651,702. The loan is unsecured, and it bears an interest rate of 5%. The loan was initially due on demand. In the financial year ended December 31, 2023, the Group extended an additional loan of USD 89,575, following the initial formalized agreement. This loan remains unsecured and carries an interest rate of 5%. On February 1, 2024, the Group entered into a repayment agreement with Total Protection Solutions Pte Ltd. Total Protection Solutions Pte Ltd will repay this loan on a monthly basis over a 5 year period commencing March 2024. |
| (b) | The loan is unsecured, interest free and repayable on demand. |
| (c) | The balance pertains to payment on behalf and interest charged on the payment on behalf for the prior years. In 2024, 100% expected credit loss has been provided due to uncertainty about the recoverability. |
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Amount due to related parties:
| December 31, 2025 | December 31, 2024 | ||||||||||
| USD | USD | ||||||||||
| Swee Kheng Chua | (a) | 207,551 | 221,556 | ||||||||
| Included in Trade Payable | |||||||||||
| Total Protection Solutions Pte Ltd | (b) | 690,741 | - | ||||||||
| (a) | In the financial year ended December 31, 2023, Swee Kheng Chua voluntarily requested a pay cut resulting in payments made to him during the year as a balance owed to the Group. He also received a debt repayment from iMatrix Global Pte Ltd on behalf of the Group, and Ping Ping Lim’s due amount to the Group was reassigned to him. The resulting amount owed to the Group was then used to offset the outstanding debt. The amount due to Swee Kheng Chua represents a short-term non-interest-bearing loan. The loan is unsecured. |
| (b) | Trade payable arise from the subcontractor services provided to Concorde Security Pte Ltd which are trade in nature. The Group received credit notes from Total Protection Solution Pte Ltd amounting to SGD 1,244,122 during the year ended December 31, 2024. |
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Subcontracting costs | ||||||||||||
| Total Protection Solution Pte Ltd | 6,027,928 | 2,667,045 | 2,504,458 | |||||||||
| iMatrix Global Pte Ltd | - | - | 16,403 | |||||||||
| Expenses paid on behalf – Swee Kheng Chua | 34,755 | 4,695 | - | |||||||||
| Interest income – Total Protection Solution Pte Ltd | 25,650 | 33,285 | 29,853 | |||||||||
| Loan repayment - Total Protection Solution Pte Ltd | 126,318 | 185,407 | 71,449 | |||||||||
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iMatrix Global Pte Ltd and Total Protection Solution Pte Ltd provided Subcontracting service to the Group.
Key management personnel compensation for the year ended is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Swee Kheng Chua | 294,937 | 260,306 | ||||||
| Sharifah Noriati Binte Said Omar* | 52,226 | 62,810 | ||||||
| Ping Ping Lim** | 245,311 | 225,435 | ||||||
| Terence Wing Khai Yap | 298,599 | 264,454 | ||||||
| Sze Yin Ong | 97,727 | 81,921 | ||||||
| Jia Wei Chua*** | 101,387 | 83,746 | ||||||
| Total compensation | 1,090,187 | 978,672 | ||||||
| * | Ms. Sharifah Noriati Binte Said Omar serves as a nominee director at Berjaya Academy Pte Ltd, our 70% owned subsidiary, as well as Concorde Security Pte Ltd (Singapore), our 96.81% owned subsidiary, and Concorde Asia Pte Ltd (Singapore), our 70% owned subsidiary. |
| ** | Ms. Ping Ping Lim is a senior manager in the Company. She is the spouse of Swee Kheng Chua and an authorizer for several banks, in Berjaya Academy Pte Ltd, our 70% owned subsidiary, as well as Concorde Security Pte Ltd (Singapore), our 96.81% owned subsidiary, and Concorde Asia Pte Ltd (Singapore), our 70% owned subsidiary. |
| *** | Mr. Jia Wei Chua, Swee Kheng Chua’s child is the keyman of Concorde Security Pte Ltd (Singapore), our 96.81% owned subsidiary. He is one of the key management in Concorde Security Pte Ltd. |
Compensation payable to key management personnel comprises of salaries, bonus, allowances and Employer’s contribution to Central Provident Funds. In the financial year 2023, Swee Kheng Chua and Ping Ping Lim both requested for a voluntary pay cut in Concorde Security Pte Ltd.
On March 18, 2024, the Company has further issued 20,788,886 Class B Ordinary Shares with par value of USD 0.00001 per share, to members of the Board, executive officers or their affiliates and existing shareholders. Such Class B Ordinary Shares issued to each of them were fair valued at USD 4 (Refer Note 14A for details).
Terms and conditions of transactions with related parties
There have been no guarantees provided or received for any related party receivables or payables. For the year ended December 31, 2025, the Group has recorded USD Nil (2024 and 2023: USD16,834 and nil) expected credit loss allowances relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
C. Interests of Experts and Counsel
Not Applicable.
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ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Financial Statements
We have appended consolidated financial statements filed as part of this annual report.
Legal Proceedings
Parthasarathy Krishnamoorthy v. Concorde International Group, Ltd., et al., Civil Action No. 1:26-cv-02283: On March 20, 2026, a purported securities class action complaint was filed in the United States District Court for the Southern District of New York against the Company, certain of its current and/or former officers and directors, and certain third parties, including the Company’s independent registered public accounting firm and underwriters.
The complaint purports to assert claims under the U.S. federal securities laws on behalf of a putative class of investors who purchased or otherwise acquired the Company’s securities during the alleged class period. The complaint seeks, among other things, unspecified damages, interest, attorneys’ fees and other relief.
The deadline for investors to file motions seeking appointment as lead plaintiff is May 20, 2026. Under the current schedule, briefs in support of lead plaintiff motions are required to be filed with the Court on May 20, 2026. If more than one motion is filed, opposition briefs are scheduled to be filed on June 5, 2026. A hearing is currently scheduled for June 12, 2026, at which the Court will consider the appointment of the lead plaintiff or lead plaintiffs, as well as the selection of counsel to serve as lead counsel for the putative class.
The Company believes the claims are without merit and intends to defend the matter vigorously. At this preliminary stage of the proceeding, the Company is unable to predict the outcome of the matter or reasonably estimate the possible loss or range of loss, if any. Accordingly, no provision has been recorded in the consolidated financial statements in respect of this matter.
Patrick Shane Johnson, et al. v. Syla Technologies Co., Ltd., et al. (New York County Sup. Ct. Index No. 153671/2026): On March 24, 2026, Plaintiffs Patrick Shane Johnson, Jack Pena, and Hitesh Dev filed a putative civil class action complaint before the Supreme Court of the State of New York, New York County. Plaintiffs, for themselves and others similarly situated, assert claims against approximately 47 issuers (including the Company), as well as a large number of underwriters and individuals. Although none of the named Plaintiffs are alleged to be current or former shareholders of the Company, Plaintiffs assert claims against the Company for violations of Sections 11 and 12 of the Securities Act of 1933 arising from alleged material misrepresentations or omissions in the Company’s registration statement or prospectus issued in connection with the Company’s initial public offering. More specifically and similar to all of the named defendants-issuers, Plaintiffs allege that the Company purportedly failed to disclose that the Company’s shares were susceptible to pump-and-dump schemes, which Plaintiffs allege purportedly occurred and which schemes were conducted by unknown individuals, of the defendants themselves. The Company has not yet been formally served with the Summons and Complaint filed in the action. Should the case proceed, the Company believes the claims asserted against it are legally defective and without merit, and the Company intends to vigorously defend the action.
From time to time, we may be subject to legal, regulatory and/or administrative proceedings relating to third-party and principal intellectual property infringement claims, contract disputes involving suppliers and customers, claims relating to data and privacy protection, employment-related disputes, unfair competition and other matters in the ordinary course of our business. As of the date of this annual report, other than the lawsuits described above, we are not a party to any legal or administrative proceedings that we believe would have a material adverse effect on our business, financial condition, or results of operations.
Dividend Policy
The Company is a holding company incorporated in the British Virgin Islands, and it relies principally on dividends from its Singapore subsidiaries for its cash requirements, including any payment of dividends to its shareholders. Singapore regulations may restrict the ability of our Singapore subsidiaries to pay dividends to Concorde International.
We have never declared or paid cash dividends on our Class A Ordinary Shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our Class A Ordinary Shares in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our Class A Ordinary Shares. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also “Item 3. Key Information—Risk Factors—Risks Relating to Our Class A Ordinary Shares—We do not expect to declare or pay dividends in the foreseeable future.”
B. Significant Changes
Except as otherwise disclosed in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included herein.
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ITEM 9. THE OFFER AND LISTING
A. Offer and listing details
Our Class A Ordinary Shares have been listed and started trading on the Nasdaq Capital Market since April 22, 2025 under the symbol “CIGL” and have been traded under the symbol “YOOV” since April 13, 2026.
B. Plan of distribution
Not applicable.
C. Markets
See our disclosures above under “A. Offer and Listing Details.”
D. Selling shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
As of the date of this annual report, we are authorized to issue up to a maximum of 350,000,000 ordinary shares with a par value of US$0.00001 each comprising (i) 250,000,000 Class A Ordinary Shares with a par value of US$0.00001 each (“Class A Ordinary Shares”); and (ii) 100,000,000 Class B Ordinary Shares with a par value US$0.00001 each (“Class B Ordinary Shares”, together with Class A Ordinary Shares, “Ordinary Shares”).
B. Memorandum and Articles of Association
We are a BVI business company, and our affairs are governed by our memorandum and articles of association, as amended from time to time, and the BVI Act.
We incorporate by reference into this annual report our Second Amended and Restated Memorandum and Articles of Association, the form of which was filed as Exhibit 3.2 to our registration statement on Form F-1 (File Number 333-281799) filed with the Securities and Exchange Commission on August 27, 2024, as amended. Our Second Amended and Restated Memorandum and Articles of Association was adopted by written resolutions of the shareholder of the Company in March 2024, which became effective in the same month.
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The following description of our Ordinary Shares and provisions of our Second Amended and Restated Memorandum and Articles of Association are summaries and are qualified by reference to the Second Amended and Restated Memorandum and Articles of Association.
Ordinary Shares
General
All of our issued Ordinary Shares are fully paid and non-assessable. Certificates evidencing the Ordinary Shares are issued in registered form. Our shareholders who are non-residents of the BVI may freely hold and vote with their Ordinary Shares. As of the date of this annual report, we have 206,674,356 Class A Ordinary Shares and 20, 311,112 Class B Ordinary Shares issued and outstanding.
Holders of our Class A Ordinary shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Other than in respect of voting and conversion, the Class A Ordinary Shares and the Class B Ordinary Shares carry equal rights and rank pari passu with one another, including the rights to dividends and other capital distribution.
Conversion
Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any direct or indirect sale, transfer, assignment or disposition of Class B Ordinary Shares or the direct or indirect transfer or assignment of the voting power attached to such number of Class B Ordinary Shares through voting proxy or otherwise by a holder thereof to any person or entity which is neither ultimately controlled by Swee Kheng Chua (the “Founder”) nor another holder of Class B Ordinary Shares or an Affiliate (as defined in the Articles) of such another holder, all Class B Ordinary Shares held by a holder thereof shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. Upon any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B Ordinary Shares that is an entity to any person or entity which is neither ultimately controlled by the Founder nor another holder of Class B Ordinary Shares or an Affiliate (as defined in the Articles) of such another holder, all Class B Ordinary Shares held by a holder thereof shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.
Distributions
The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of Directors subject to the BVI Act.
Voting rights
Any action required or permitted to be taken by the shareholders must be effected at a duly called general meeting of the shareholders entitled to vote on such action. Following the Company’s IPO, any action required or permitted to be taken by the shareholders of the Company must be effected by a meeting of the shareholders, such meeting to be duly convened and held in accordance with the Articles. At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Class A Ordinary Share which such shareholder holds and one hundred (100) votes for each Class B Ordinary Share which such shareholder holds. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares shall, at all times, vote together as one class, on all matters submitted to a vote for shareholders’ consent (other than in respect of separate general meetings of the holders of a class or series of shares).
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Qualification
There is currently no shareholding qualification for directors.
Meetings
We must provide not less than seven days’ notice of all meetings of shareholders to those persons whose names appear as shareholders in the register of members on the date the notice is given and who are entitled to vote at the meeting. Our board of directors shall call a meeting of the shareholders upon the written request of shareholders holding at least thirty percent (30%) of the voting rights in respect of the matter for which the meeting is being requested. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding at least ninety percent (90%) of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver on his part.
At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than fifty percent (50%) of the votes of Ordinary Shares entitled to vote on the resolutions to be considered at the meeting. Such a quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day at the same time and place or to such other time and place as the board of directors may determine, and if shareholders representing not less than one-third of the votes of the Ordinary Shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. No business may be transacted at any general meeting unless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board of directors is not present, then the shareholders present shall choose a shareholder to chair the meeting of shareholders. If the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by proxy at the meeting shall preside as chairman.
A corporation that is a shareholder shall be deemed for the purpose of our Memorandum and Articles to be present in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.
Protection of minority shareholders
There are no provisions in the Articles of Association relating to the rights of minority shareholders in relation to fraud or oppression. However, certain remedies are available to shareholders of the Company under the BVI law as summarized below.
The BVI Act contains various mechanisms to protect minority shareholders, including:
| (i) | Restraining or Compliance Orders: if a company or a director of a company engages in, or proposes to engage in or has engaged in, conduct that contravenes the BVI Act or the company’s memorandum and articles of association, the court may, on the application of a member or a director of the company, make an order directing the company or its director to comply with, or restraining the company or director from engaging in conduct that contravenes, the BVI Act or the company’s memorandum and articles of association; | ||
| (ii) | Derivative Actions: the court may, on the application of a member of a company, grant leave to that member to: | ||
| (aa) | bring proceedings in the name and on behalf of that company; or | ||
| (bb) | intervene in proceedings to which the company is a party for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company; and | ||
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| (iii) | Unfair Prejudice Remedies: a member of a company who considers that the affairs of the company have been, are being or are likely to be, conducted in a manner that is, or any acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him, may apply to the court for an order and, if the court considers that it is just and equitable to do so, it may make such order as it thinks fit, including, without limitation, one or more of the following orders: | ||
| (aa) | in the case of a shareholder, requiring the company or any other person to acquire the shareholder’s shares; | ||
| (bb) | requiring the company or any other person to pay compensation to the member; | ||
| (cc) | regulating the future conduct of the company’s affairs; | ||
| (dd) | amending the memorandum or articles of association of the company; | ||
| (ee) | appointing a receiver of the company; | ||
| (ff) | appointing a liquidator of the company under section 159(1) of the Insolvency Act; | ||
| (gg) | directing the rectification of the records of the company; and | ||
| (hh) | setting aside any decision made or action taken by the company or its directors in breach of the BVI Act or the company’s memorandum and articles of association. | ||
| (iv) | Personal and Representative Actions: a member can bring an action against the company for a breach of a duty owed by the company to member in his capacity as a member. Where a member brings such an action and other members have the same (or substantially the same) action against the company, the court may appoint the first member to represent all or some of the members having the same interest and may make an order: | ||
| (aa) | as to the control and conduct of the proceedings; | ||
| (bb) | as to the costs of the proceedings; and | ||
| (cc) | directing the distribution of any amount ordered to be paid by a defendant in the proceedings among the members represented. | ||
The BVI Act provides that any member of a company is entitled to payment of the fair value of their shares upon dissenting from any of the following:
| (i) | a merger, if the company is a constituent company, unless the company is the surviving company, and the member continues to hold the same or similar shares; | ||
| (ii) | a consolidation, if the company is a constituent company; | ||
| (iii) | any sale, transfer, lease, exchange or other disposition of more than 50% of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including: | ||
| (aa) | a disposition pursuant to an order of the court having jurisdiction in the matter; | ||
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| (bb) | a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests within one (1) year after the date of disposition; or | ||
| (cc) | a transfer pursuant to the power of the directors to transfer assets for the protection thereof; | ||
| (iv) | a redemption of 10% or fewer of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and | ||
| (v) | an arrangement, if permitted by the court. | ||
Generally, any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the BVI or their individual rights as shareholders as established by the company’s memorandum and articles of association.
Pre-emptive rights
There are no pre-emptive rights applicable to the issue by us of new Ordinary Shares under either BVI law or our Memorandum and Articles.
Transfer of Ordinary Shares
Subject to the restrictions in our Memorandum and Articles, the lock-up agreements with the representative of the underwriters and applicable securities laws, any of our shareholders may transfer all or any of his or her Ordinary Shares by written instrument of transfer signed by the transferor and containing the name and address of the transferee. Our board of directors may resolve by resolution to refuse or delay the registration of the transfer of any Ordinary Shares.
Liquidation
The BVI court has authority under the BVI Insolvency Act, 2003 to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
A BVI company may enter into voluntary liquidation under the BVI Act if it has no liabilities or is able to pay its debts as they fall due and the value of its assets equals or exceeds its liabilities.
Calls on Ordinary Shares and forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least fourteen days prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture. For the avoidance of doubt, if the issued shares have been fully paid in accordance with the terms of its issuance and subscription, the board of directors shall not have the right to make calls on such fully paid shares and such fully paid shares shall not be subject to forfeiture.
Purchase or redemption of Ordinary Shares
Subject to the provisions of the BVI Act, the board of directors may purchase, redeem or otherwise acquire and hold its own shares on such terms and in such manner as may be determined by our Memorandum and Articles and subject to any applicable requirements imposed from time to time by, the BVI Act, the SEC, the Nasdaq Capital Market, or by any recognized stock exchange on which our securities are listed.
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Modification of rights
All or any of the special rights attached to any class of shares may, subject to the provisions of the BVI Act, be amended only pursuant to consent in writing of all the holders of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of that class.
To every such separate general meeting all the provisions of the Articles relating to general meetings of shareholders shall, mutatis mutandis, apply, but so that:
| (a) | separate general meetings of the holders of a class or series of shares may be called only by (i) the chairman of the board of directors, or (ii) a majority of the entire board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series); | |
| (b) | the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a shareholder being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal or par value of the issued shares of that class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those shareholders who are present shall form a quorum); | |
| (c) | every holder of shares of the class shall be entitled (whether on show of hands or on a poll) to one vote for every such share held by him; and | |
| (d) | any holder of shares of the class present in person or by proxy or authorized representative may demand a poll. |
Changes in the number of shares we are authorized to issue and those in issue
We may from time to time by a resolution of shareholders or resolution of our board of directors:
| ● | amend our Memorandum and Articles to increase or decrease the maximum number of shares we are authorized to issue; | |
| ● | subject to our Memorandum and Articles, sub-divide our authorized and issued shares into a larger number of shares than our existing number of shares; and | |
| ● | subject to our Memorandum and Articles, consolidate our authorized and issued shares into a smaller number of shares than our existing number of shares. |
Untraceable shareholders
Our Memorandum and Articles contain no provision entitling us to sell the shares of a shareholder who is untraceable.
Inspection of books and records
Members of the general public, on a payment of a nominal fee, can inspect the public records of a company available at the office of the BVI Registrar of Corporate Affairs (the “Registrar”) which will include, inter alia, the company’s certificate of incorporation, its memorandum and articles of association (with any amendments) and the records of license fees paid to date.
A director of a BVI company may, on giving reasonable notice, inspect (and make copies of) the documents and records of a BVI company without charge and at a reasonable time specified by the director.
A member of a BVI company may, on giving written notice to a BVI company, inspect the company’s memorandum and articles of association, the register of members, the register of directors and the minutes of meetings and resolutions of members and of those classes of members of which he is a member.
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Subject to any provision to the contrary in the company’s memorandum and articles of association, the directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records. The directors shall, as soon as reasonably practicable, notify a member of any exercise of such powers. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.
A company shall keep minutes of all meetings of directors, members, committees of directors and committees of members and copies of all resolutions consented to by directors, members, committees of directors and committees of members. The books, records and minutes required by the BVI Act shall be kept at the office of the BVI registered agent of the company or at such other place as the directors determine. See “Where You Can Find More Information.”
Rights of non-resident or foreign shareholders
There are no limitations imposed by our Memorandum and Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles governing the ownership threshold above which shareholder ownership must be disclosed.
Issuance of additional Ordinary Shares
Our Memorandum and Articles authorizes our board of directors to issue additional Ordinary Shares from authorized but unissued Ordinary Shares, to the extent available, from time to time as our board of directors shall determine.
Certain BVI Company Considerations
Differences in Corporate Law
The BVI Act and the laws of the BVI affecting BVI companies like us and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the BVI applicable to us and, for illustrative purposes only, the Delaware General Corporation Law (the “DGCL”), which are applicable to us and the companies incorporated in the state of Delaware and their shareholders.
Mergers and similar arrangements
Under the BVI Act, two or more BVI companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent BVI company must approve a written plan of merger or consolidation which must be authorized by a resolution of shareholders. One or more BVI companies may also merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside the BVI, if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside the BVI are incorporated. In respect of such a merger or consolidation a BVI company is required to comply with the provisions of the BVI Act and a company incorporated outside the BVI is required to comply with the laws of its jurisdiction of incorporation.
Shareholders of BVI companies not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision which, if proposed as an amendment to the memorandum and articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.
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Under Delaware law each corporation’s board of directors must approve a merger agreement. The merger agreement must state, among other terms, the terms of the merger and method of carrying out the merger. This agreement must then be approved by the majority vote of the outstanding stock entitled to vote at an annual or special meeting of each corporation, and no class vote is required unless provided in the certificate of incorporation.
Delaware permits an agreement of merger to contain a provision allowing the agreement to be terminated by the board of directors of either corporation, notwithstanding approval of the agreement by the stockholders of all or any of the corporations (1) at any time prior to the filing of the agreement with the Secretary of State or (2) after filing if the agreement contains a post-filing effective time and an appropriate filing is made with the Secretary of State to terminate the agreement before the effective time. In lieu of filing an agreement of merger, the surviving corporation may file a certificate of merger, executed in accordance with Section 103 of the DGCL. The surviving corporation is also permitted to amend and restate its certification of incorporation in its entirety. The agreement of merger may also provide that it may be amended by the board of directors of either corporation prior to the time that the agreement filed with the Secretary of State becomes effective, even after approval by stockholders, so long as any amendment made after such approval does not adversely affect the rights of the stockholders of either corporation and does not change any term in the certificate of incorporation of the surviving corporation. If the agreement is amended after filing but before becoming effective, an appropriate amendment must be filed with the Secretary of State. If the surviving corporation is not a Delaware corporation, it must consent to service of process for enforcement of any obligation of the corporation arising as a result of the merger; such obligations include any suit by a stockholder of the disappearing Delaware corporation to enforce appraisal rights under Delaware law.
If a proposed merger or consolidation for which appraisal rights are provided is to be submitted for approval at a shareholder meeting, the subject company must give notice of the availability of appraisal rights to its shareholders at least 20 days prior to the meeting.
A dissenting shareholder who desires to exercise appraisal rights must (a) not vote in favor of the merger or consolidation; and (b) continuously hold the shares of record from the date of making the demand through the effective date of the applicable merger or consolidation. Further, the dissenting shareholder must deliver a written demand for appraisal to the company before the vote is taken. The Delaware Court of Chancery will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the court will take into account “all relevant factors.” Unless the Delaware Court of Chancery in its discretion determines otherwise, interest from the effective date of the merger through the date of payment of the judgment will be compounded quarterly and accrue at 5% over the Federal Reserve discount rate.
Shareholders’ suits
The BVI Act provides for remedies which may be available to shareholders. Where a company incorporated under the BVI Act or any of its directors engages in, or proposes to engage in, conduct that contravenes the BVI Act or the company’s memorandum and articles of association, the BVI courts can issue a restraining or compliance order. Shareholders can also bring derivative, personal and representative actions under certain circumstances. The traditional English basis for members’ remedies has also been incorporated into the BVI Act: where a shareholder of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminating or unfairly prejudicial to him, he may apply to the court for an order based on such conduct.
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Any shareholder of a company may apply to court for the appointment of a liquidator of the company and the court may appoint a liquidator of the company if it is of the opinion that it is just and equitable to do so.
The BVI Act provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (a) a merger, if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a redemption of 10% or fewer of the issued shares of the company required by the holders of 90% or more of the shares of the company pursuant to the terms of the BVI Act; and (e) an arrangement, if permitted by the court.
Indemnification of directors and executive officers and limitation of liability
BVI law does not limit the extent to which a company’s articles of association may provide for indemnification of directors, officers and any other person, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime.) provided that the indemnified person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.
This standard of conduct is generally the same as permitted under the DGCL for a Delaware corporation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ fiduciary duties
BVI law provides that every director of a BVI company in exercising his powers or performing his duties shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account the nature of the company, the nature of the decision and the position of the director and his responsibilities. In addition, BVI law provides that a director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes BVI law or the memorandum and articles of association of the company.
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Shareholder action by written consent
Our Memorandum and Articles provide that shareholders may approve corporate matters by way of a resolution approved at a duly constituted meeting of shareholders by the affirmative vote of a simple majority of the votes of those shareholders entitled to vote and voting on the resolution, subject to the Articles. Following the Company’s IPO, any action required or permitted to be taken by the shareholders of the Company must be effected by a meeting of the shareholders, such meeting to be duly convened and held in accordance with the Articles. Prior to the consummation of the Company’s IPO, any action that could be taken by shareholders at a meeting could also be taken by a resolution consented to in writing, without the need for any prior notice.
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Under the DGCL, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation.
Shareholder proposals
BVI law and our Memorandum and Article provide that our directors shall call a meeting of the shareholders if requested in writing to do so by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested.
Under the DGCL, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
Cumulative voting
There are no prohibitions to cumulative voting under the laws of the BVI, but our Memorandum and Articles do not provide for cumulative voting.
Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director.
Under the DGCL, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of directors
Our Articles provide that a director may be removed from office by a resolution of members or by resolution of directors. A resolution for the removal of a director may only be passed at a meeting called for the purpose of removing the director or for purposes including the removal of the director or by a written resolution passed by at least seventy-five percent (75%) of the votes of the members or directors of the Company entitled to vote.
Under the DGCL, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
Transactions with interested shareholders
The DGCL contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
BVI law has no comparable provision. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. Although BVI law does not regulate transactions between a company and its significant shareholders, it does provide that transactions by the Company must be entered into bona fide in the best interests of the company and not with the effect of oppressing or constituting a fraud on the minority shareholders.
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Dissolution; Winding Up
As permitted by BVI law and our Memorandum and Articles, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if we have no liabilities or we are able to pay our debts as they fall due and the value of the Company’s assets equals or exceeds its liabilities.
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Variation of rights of shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
Under our Memorandum and Articles, if at any time our shares are divided into different classes of shares, the rights attached to any class may only be varied pursuant to consent in writing of all the holders of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of that class.
To every such separate general meeting all the provisions of the Articles relating to general meetings of shareholders shall, mutatis mutandis, apply, but so that:
| (a) | separate general meetings of the holders of a class or series of shares may be called only by (i) the chairman of the board of directors, or (ii) a majority of the entire board of directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series): | |
| (b) | the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a shareholder being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third in nominal or par value of the issued shares of that class (but so that if at any adjourned meeting of s | |
| (c) | every holder of shares of the class shall be entitled (whether on show of hands or on a poll) to one vote for every such share held by him; and | |
| (d) | any holder of shares of the class present in person or by proxy or authorized representative may demand a poll. |
Amendment of governing documents
As permitted by BVI law, our Memorandum and Articles may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors. Any amendment is effective from the date it is registered at the Registry of Corporate Affairs in the BVI. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described under this item or “Item 4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions,” or otherwise in this annual report.
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D. Exchange Controls
British Virgin Islands Exchange Controls
The Company is free to acquire, hold and sell foreign currency and securities without restriction. There is no exchange control legislation under British Virgin Islands law and accordingly there are no exchange control regulations imposed under British Virgin Islands law that would prevent the Company from paying dividends to shareholders in any particular currency, and all such dividends may be freely transferred out of the British Virgin Islands, clear of any income or other tax of the British Virgin Islands imposed by withholding or otherwise without the necessity of obtaining any consent of any government or authority of the British Virgin Islands.
Singapore Exchange Controls
Singapore currently has no exchange control regulations or currency restrictions.
E. Taxation
British Virgin Islands Taxation
According to Conyers Dill & Pearman, our BVI counsel, as Concorde International is incorporated under the BVI Act, it is exempt from all provisions of the Income Tax Act (as amended) of the British Virgin Islands (including with respect to all dividends, interests, rents, royalties, compensation and other amounts payable by Concorde International to persons who are not persons resident in the British Virgin Islands).
Capital gains realized with respect to any shares, debt obligations or other securities of Concorde International by persons who are not persons resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act (as amended) of the British Virgin Islands.
No estate, inheritance, succession or gift tax is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of Concorde International.
Certain Singapore Taxation Considerations
The following summary is not intended to be or to be regarded as tax advice to any investors, and investors should consult their own professional tax advisors regarding the Singapore tax matters.
Corporate Income Tax
A company is regarded as a tax resident in Singapore if the control and management of its business is exercised in Singapore. “Control and management” is defined as the making of decisions on strategic matters, such as those concerning the company’s policy and strategy. Generally, the location of a company’s board of directors’ meetings where strategic decisions are made determines where the control and management of that company is exercised. However, under certain scenarios, holding board meetings in Singapore may not be sufficient and other factors will be considered to determine if the control and management of the business is indeed exercised in Singapore.
According to ReThink Legal, our Singaporean counsel, a Singapore tax resident corporate taxpayer is subject to Singapore income tax on:
| ● | income accruing in or derived from Singapore; or | |
| ● | income derived from outside Singapore (i.e. foreign-sourced income) which is received or deemed received in Singapore, unless otherwise exempted. A non-Singapore tax resident corporate taxpayer is liable to Singapore income tax on income accruing in or derived from Singapore. |
A non-Singapore tax resident corporate taxpayer is also liable to Singapore income tax on income derived from outside Singapore which is received or deemed to have been received in Singapore but generally only where such taxpayer is considered to be operating in or from Singapore.
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Foreign-sourced income is deemed to be received in Singapore when it is:
| (a) | remitted to, transmitted or brought into Singapore; | |
| (b) | used to pay off any debt incurred in respect of a trade or business carried on in Singapore; or | |
| (c) | used to purchase any movable property brought into Singapore. |
Foreign-sourced income in the form of branch profits, dividends and service fee income (“specified foreign income”) received or deemed received in Singapore by a Singapore tax resident company are exempted from Singapore tax provided that the following qualifying conditions are met:
| (a) | such income is subject to tax of a similar character to income tax (by whatever name called) under the law of the territory from which such income is received; | |
| (b) | at the time such income is received in Singapore by the person resident in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which such income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is at least 15.0%; and | |
| (c) | the Comptroller of Income Tax (the “Comptroller”) is satisfied that the tax exemption would be beneficial to the person resident in Singapore who is receiving or deemed to be receiving the specified foreign income. |
The prevailing corporate income tax rate in Singapore is 17.0% with the first S$200,000 of chargeable income of a company being partially exempt from tax as follows:
| (a) | 75.0% of the first S$10,000 of chargeable income; and | |
| (b) | 50.0% of the next S$190,000 of chargeable income. |
New companies will also, subject to certain conditions and exceptions, be eligible for tax exemption for each of the company’s first three (3) years of assessment as follows:
| (a) | 75.0% of the first S$100,000 of chargeable income; and | |
| (b) | 50.0% of the next S$100,000 of chargeable income. |
The remaining chargeable income (after the tax exemption scheme for new companies or the partial tax exemption scheme for companies) will be fully taxable at the prevailing corporate tax rate. For the year of assessment 2025, companies will receive a 50% corporate income tax rebate capped at S$40,000. For companies which employed at least one local employee in 2024 will receive a cash payout of at least S$2,000. The maximum total benefits of the corporate income tax rebate and the cash payout that a company may receive is capped at S$40,000.
Dividend Distributions
All Singapore-tax resident companies are currently under the one-tier corporate tax system, or one-tier system.
Under the one-tier system, the income tax paid by a tax resident company is a final tax and its distributable profits can be distributed to shareholders as tax exempt (one-tier) dividends. Such dividends are tax exempt in the hands of a shareholder, regardless of the tax residence status, shareholding level or legal form of the shareholder.
Accordingly, dividends received in respect of the ordinary shares of a Singapore-tax resident company by either a resident or non- resident of Singapore are not subject to Singapore income tax (whether by withholding or otherwise).
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Foreign shareholders are advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence and the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.
Gains on Disposal of Shares
Singapore does not currently impose tax on capital gains. Gains arising from the disposal of the shares may be construed to be of an income nature and subject to Singapore income tax, especially if they arise from activities which may be regarded as the carrying on of a trade or business in Singapore. Such gains may also be considered income in nature, even if they do not arise from an activity in the ordinary course of trade or business or an ordinary incident of some other business activity, if the shares were purchased with the intention or purpose of making a profit by sale rather than holding for long-term investment purposes in Singapore. Conversely, gains from disposition of the shares in Singapore, if considered as capital gains rather than income by the Inland Revenue Authority of Singapore (“IRAS”), are not taxable in Singapore.
There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. The characterization of gains arising from the sale of our shares will depend primarily on the facts and circumstances (commonly referred to as the “badges of trade”) of each shareholder.
Subject to specified exceptions, Section 13W of the Income Tax Act 1947 (“SITA”) provides for certainty on the non-taxability of gains derived by a corporate taxpayer from the disposal of ordinary shares during the period from June 1, 2012 where:
| ● | the divesting company had legally and beneficially held a minimum shareholding of 20% of the ordinary shares of the company whose shares are being disposed; and | |
| ● | the divesting company had maintained the minimum 20% shareholding for a continuous period of at least 24 months immediately prior to the disposal. |
The exemption prescribed under Section 13W of the SITA is not applicable under the following scenarios:
| (a) | the disposal(s) of shares the gains or profits of which are included as part of the income of an insurer company; | |||
| (b) | the disposal of shares before 1 June 2022 in a company that is: | |||
| (i) | is in the business of trading Singapore immovable properties; or | |||
| (ii) | principally carries on the activity of holding Singapore immovable properties, other than property development, where the shares are not listed on a stock exchange in Singapore or elsewhere; | |||
| (c) | the disposal of shares on or after 1 June 2022 not listed on a stock exchange in Singapore or elsewhere, being shares in a company that the Comptroller is satisfied: | |||
| (i) | is in the business of trading immovable properties situated whether in Singapore or elsewhere; | |||
| (ii) | principally carries on the activity of holding immovable properties situated whether in Singapore or elsewhere; or | |||
| (iii) | has undertaken property development in Singapore or elsewhere, except where: | |||
| (A) | the immovable property developed is used by the company to carry on its trade or business (including the business of letting immovable properties), not being a business mentioned in sub-paragraph (i); and | |||
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| (B) | the company did not undertake any property development in Singapore or elsewhere for a period of at least 60 consecutive months before the disposal of shares; or | |||
| (d) | the disposal(s) of shares by a partnership, limited partnership and limited liability partnership, one or more of the partners of which is a company or are companies. | |||
Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard 39 — Financial Instruments: Recognition and Measurement, or SFRS(I) 1-39; the Singapore Financial Reporting Standard 109 — Financial Instruments, or FRS 109; or the Singapore Financial Reporting Standard (International) 9 — Financial Instruments, or SFRS(I) 9, may for the purposes of Singapore income tax be required to recognize gains or losses in respect of financial instruments (not being gains or losses in the nature of capital) in accordance with SFRS(I) 1-39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law) even where no sale or disposal of the shares is made.
Shareholders who may be subject to the above-mentioned tax treatments, including under Sections 34A or 34AA of the SITA, should consult their accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of the shares.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN CLASS A ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
U.S. Federal Income Taxation Considerations
The following discussion is a summary of certain material U.S. federal income tax considerations generally applicable to the ownership and disposition of our Class A Ordinary Shares by a U.S. Holder (as defined below) that holds our Class A Ordinary Shares as “capital assets” (generally, property held for investment) under the Code. This discussion is based upon existing U.S. federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, minimum tax, and other non-income tax considerations, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of our Class A Ordinary Shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular U.S. Holders in light of their individual circumstances or to persons in special tax situations such as:
| ● | banks and other financial institutions or underwriters; | |
| ● | insurance companies; | |
| ● | pension plans; | |
| ● | cooperatives; | |
| ● | regulated investment companies; | |
| ● | real estate investment trusts; | |
| ● | broker-dealers; | |
| ● | persons that elect to use a mark-to-market method of accounting; | |
| ● | certain former U.S. citizens or former long-term residents of the U.S.; | |
| ● | tax-exempt entities (including private foundations); |
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| ● | governments or agencies or instrumentalities thereof; | |
| ● | qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; | |
| ● | holders who acquire their Class A Ordinary Shares pursuant to any employee share option or otherwise as compensation; | |
| ● | holders that hold their Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; | |
| ● | holders that have a functional currency other than the U.S. dollar; | |
| ● | persons that actually or constructively own ordinary shares representing 10% or more of our stock (by vote or value); | |
| ● | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Class A Ordinary Shares through such entities (except as explicitly discussed below); | |
| ● | persons holding our Class A ordinary shares through a trust; | |
| ● | beneficiaries of a trust holding our Class A ordinary shares; or | |
| ● | persons subject to Section 451(b) of the Code. |
all of whom may be subject to tax rules that differ significantly from those discussed below.
Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal income taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of our Class A Ordinary Shares. This brief description is based on the current provisions of the Code, existing, temporary and proposed U.S. Treasury Regulations promulgated thereunder, published administrative pronouncements of the IRS and other applicable authorities federal income tax laws of the United States in effect as of the date of this annual report, as well as judicial interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax considerations described below. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income tax consequences to a U.S. Holder of the ownership or disposition of Class A Ordinary Shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; | |
| ● | a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia; | |
| ● | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or | |
| ● | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code. |
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Class A Ordinary Shares and their partners are urged to consult their tax advisors regarding an investment in our Class A Ordinary Shares.
THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF ACQUIRING, OWNING AND DISPOSING OF CLASS A ORDINARY SHARES. HOLDERS OF CLASS A ORDINARY SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSIDERATIONS TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF CLASS A ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.
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Dividends
Subject to the discussion below entitled “Passive Foreign Investment Company Rules,” any cash distributions paid on our Class A Ordinary Shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A Ordinary Shares. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on our Class A Ordinary Shares will not be eligible for the dividends received deduction generally allowed to corporations. A non-corporate U.S. Holder will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) our Class A Ordinary Shares on which the dividends are paid are readily tradeable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are neither a PFIC nor treated as such with respect to such a U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Under U.S. Internal Revenue Service authority, Class A Ordinary Shares are considered for purposes of clause (1) above to be readily tradeable on an established securities market in the United States if they are listed on certain exchanges, which presently include the Nasdaq. Our Class A Ordinary Shares are listed on Nasdaq and are therefore considered readily tradeable on an established securities market in the United States. There can be no assurance, however, that our Class A Ordinary Shares will be considered readily tradeable on an established securities market in future years. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary Shares.
Dividends paid on our Class A Ordinary Shares, if any, will generally be treated as income from foreign sources and will generally constitute passive category income for U.S. foreign tax credit purposes. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding taxes imposed on dividends received on our Class A Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign taxes withheld may be eligible instead to claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Disposition
Subject to the discussion below entitled “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of Class A Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such Class A Ordinary Shares. Any capital gain or loss will generally be long-term if the Class A Ordinary Shares have been held for more than one year. Long-term capital gain of non-corporate U.S. Holders will generally be eligible for a reduced rate of taxation. The deductibility of a capital loss is subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our Class A Ordinary Shares, including the availability of the foreign tax credit or deduction under their particular circumstances and the potential impact of the Treasury Regulations.
Passive Foreign Investment Company Rules
A non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income (as defined for U.S. federal income tax purposes), or the “income test”, or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income, or the “asset test”. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the Company’s goodwill and other unbooked intangibles are taken into account when determining the value of the Company’s assets. Passive income generally includes, among other things, dividends, interest, certain rents and royalties, and certain gains from commodities or securities transactions and the excess of gains over losses from the disposition of certain assets which produce passive income. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.
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Based upon our current and projected income and assets, we do not expect to be a PFIC for the current taxable year. While we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we will be or become a PFIC for any taxable year is a fact- intensive determination made annually that depends, in part, upon the composition of our income and assets. In particular, increased volatility in the market price of our Class A Ordinary Shares may significantly increase our risk of becoming a PFIC. The market price of our Class A Ordinary Shares may continue to fluctuate widely, and consequently, we cannot assure you of our PFIC status for any taxable year. Fluctuations in the market prices of our Class A Ordinary Shares may cause us to be or become classified as a PFIC for the current or future taxable years because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market prices of our Class A Ordinary Shares from time to time (which may be volatile). If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive income, our risk of being or becoming classified as a PFIC may substantially increase. Because PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares.
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder, other than the taxable year in which the U.S. Holder’s holding period Class A Ordinary Shares begins, that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the portion of the U.S. Holder’s holding period for the Class A Ordinary Shares that preceded the taxable year in which the U.S. Holder receives the distribution), and (ii) any gain realized on the sale or other disposition of Class A Ordinary Shares. Under the PFIC rules:
| ● | the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary Shares; | |
| ● | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year, will be taxable as ordinary income; | |
| ● | the amount allocated to each prior taxable year (or portion thereof), other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and | |
| ● | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year (or portion thereof), other than a pre-PFIC year. |
As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, with respect to the first taxable year in which such U.S. Holder holds (or is deemed to hold) Class A Ordinary Shares and for which we are determined to be a PFIC, provided that such stock is regularly traded (generally, stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter) on a qualified exchange or other market, as defined in applicable Treasury Regulations. Our Class A Ordinary Shares are listed on the Nasdaq, which is a qualified exchange for these purposes. We anticipate that our Class A Ordinary Shares should qualify as being regularly traded, but no assurances may be given in this regard and we cannot guarantee that our Class A Ordinary Shares will continue to be listed and regularly traded on the Nasdaq. If a U.S. Holder makes this election, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Class A Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Class A Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Class A Ordinary Shares over the fair market value of such Class A Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Class A Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
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We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above. Therefore, U.S. Holders should assume that a qualified electing fund election will not be available.
If a U.S. Holder owns our Class A Ordinary Shares during any taxable year that we are a PFIC, the holder must generally file an IRS Form 8621 annually. You should consult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing of our Class A Ordinary Shares if we are or become a PFIC. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The determination of PFIC status is inherently factual, is subject to a number of uncertainties, and can be determined only annually at the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. There can be no assurance that the Company will or will not be determined to be a PFIC for the current tax year or any prior or future tax year, and no opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or will be requested. You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Class A Ordinary Shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to “specified foreign financial assets” (which may include our Class A Ordinary Shares), subject to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Class A Ordinary Shares. Failure to report such information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file an IRS Form 8938.
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F. Dividends and paying agents
Not applicable.
G. Statement by experts
Not applicable.
H. Documents on display
We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov. As a foreign private issuer, (i) we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, (ii) our officers and directors are exempt from the short-swing rules contained in Section 16 of the Exchange Act, and (iii) our principal shareholders are exempt from the reporting and short-swing rules contained in Section 16 of the Exchange Act.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk
The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of CGPL, CSPL, BAPL and CAPL is the SGD. The functional currency of the Company and CiF is the U.S. dollar (“USD). The functional currency of CSSB is Malaysia Ringgit (“MYR”). The functional currency of CSL is Great Britain Pound (“GBP”).
For the subsidiaries whose functional currency is the MYR and GBP dollar, profit or loss and other comprehensive income and cash flows are translated at the average exchange rates during the reporting periods, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the statements of financial position. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated statement of financial position’s date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in profit or loss as incurred.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIES HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Our management carried out an evaluation, under the supervision of our Co-Chief Executive Officers of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of December 31, 2025. Based on that evaluation, our management, including our Co-Chief Executive Officers, concluded that our disclosure controls and procedures were ineffective as of December 31, 2025 due to the material weakness in internal control over financial reporting identified below.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c) of the Exchange Act, based on criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to two material weaknesses identified in our internal control over financial reporting as described below:
| ● | Lack of proper training of the accounting staff to ensure consistent application of IFRS as well as compliance with related financial reporting guidelines; and | |
| ● | Ineffective design of review controls regarding both routine accounting processes and accounting treatments for complex transactions to ensure that accounting transactions are properly recognized and measured in the consolidated financial statements. |
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We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including: (i) hiring more qualified staff to fill up the key roles in the operations; and (ii) setting up a financial and system control framework with formal documentation of polices and controls in place.
Attestation Report of the Registered Public Accounting Firm
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm because our company is neither an accelerated filer nor a large accelerated filer, as such terms are defined in Rule 12b-2 under the Exchange Act.
Changes in Internal Control over Financial Reporting
Except as described above, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 16. [Reserved]
ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that Ms. Sim Peng Thia, an independent director (under the standards set forth in Nasdaq Stock Market Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act) and chairman of our audit committee, is an audit committee financial expert.
ITEM 16B. CODE OF BUSINESS ETHICS
Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers, employees and advisors. A copy of conduct and business ethics has been filed as an exhibit to our Registration Statement on Form F-1, File No. 333-281799, filed on August 27, 2024, as amended. The Company will provide any person a copy of its code of ethics, without charge, upon request. Such request should be addressed to the Company at 3 Ang Mo Kio Street 62, #01-49 LINK@AMK Singapore 569139.
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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Guangdong Prouden CPAs GP, our current principal external auditor, and AssentSure PAC and Kreit & Chiu CPA LLP, our former principal external auditors, during the periods indicated. We did not pay any other fees to these independent registered public accounting firms during the periods indicated below.
| For the Years Ended
December 31, | |||||||||||||
| 2025 | 2024 | 2023 | |||||||||||
| Audit Fees(1) | $ | 302,500 | $ | 312,000 | $ | 183,750 | |||||||
| Audit-related Fees(2) | - | - | - | ||||||||||
| (1) | “Audit Fees” represent the aggregate fees billed during each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements. Kreit & Chiu CPA LLP has audited the consolidated statements of financial position as of December 31, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the fiscal years ended December 31, 2024 and 2023, and the related notes. Guangdong Prouden CPAs GP has audited the consolidated statements of financial position as of December 31, 2025, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the fiscal years ended December 31, 2025, and the related notes. |
| (2) | “Audit Related Fees” represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountant for other services except for the audit of our annual consolidated financial statements. |
All audit and permitted non-audit services provided by our principal accountant, including audit services, audit-related services, tax services, and other services as described above, must be and have been approved in advance by our audit committee.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Engagement of Assentsure PAC
On August 1, 2025, we ratified the engagement of Assentsure PAC (“Assentsure”) as our new independent registered public accounting firm to audit the consolidated financial statements of the Company as of and for the year ending December 31, 2025, effective as of March 9, 2026, and dismissed Kreit & Chiu CPA LLP. This change in independent registered public accounting firm was approved by our audit committee of the board of directors and our board of directors.
Kreit & Chiu CPA LLP’s audit report on our consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. During the audit for the fiscal years ended December 31, 2024 and 2023, there were no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions, between us and Kreit & Chiu CPA LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Kreit & Chiu CPA LLP, would have caused Kreit & Chiu CPA LLP to make reference to the subject matter of the disagreements in connection with its report on the consolidated financial statements, or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F except that Kreit & Chiu CPA LLP had discussed with our audit committee, in connection with the audit for the years ended and as of December 31, 2024 and 2023, material weaknesses in our internal control over financial reporting related to (a) lack of proper segregation of duties over the execution and approval of journal entries and financial processes; (ii) lack of proper training of the accounting staff to ensure consistent application of IFRS as well as compliance with related financial reporting guidelines; and (iii) ineffective design of review controls regarding both routine accounting processes and accounting treatments for complex transactions to ensure that accounting transactions are properly recognized and measured in the consolidated financial statements.
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We have provided Kreit & Chiu CPA LLP with a copy of this disclosure in Item 16F and requested from Kreit & Chiu CPA LLP a letter addressed to the SEC indicating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from Kreit & Chiu CPA LLP addressed to the SEC, dated August 5, 2025, is filed herein as Exhibit 16.1.
During the years ended and as of December 31, 2024 and 2023, and the subsequent interim period to our engagement of Assentsure on August 1, 2025, neither we nor anyone on behalf of us consulted with Assentsure regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us by Assentsure that Assentsure concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).
Engagement of Guangdong Prouden CPAs GP
On March 18, 2026, we engaged Guangdong Prouden CPAs GP as our new independent registered public accounting firm and dismissed Assentsure. This change in independent registered public accounting firm was approved by our audit committee of the board of directors and our board of directors.
The audit report on the consolidated financial statements as of and for the year ended December 31, 2024 was audited by the Company former auditor, Kreit & Chiu CPA LLP. AssentSure did not audit the audit report on the Company’s consolidated financial statements as of and for the year ended December 31, 2025, and it has reviewed the Company’s unaudited consolidated financial statements for the six months ended June 30, 2025. During the review for the six months ended June 30, 2025 and the subsequent period through the dismissal date of March 9, 2026, there were no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions, between us and AssentSure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of AssentSure, would have caused AssentSure to make reference to the subject matter of the disagreements in connection with its report on the consolidated financial statements, or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F.
We have provided AssentSure with a copy of this disclosure in Item 16F and requested from AssentSure a letter addressed to the SEC indicating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from AssentSure addressed to the SEC, dated March 17, 2026, is filed herein as Exhibit 16.2.
During the years ended and as of December 31, 2024 and 2023, and the subsequent interim period to our engagement of Guangdong Prouden CPAs GP on March 9, 2026, neither we nor anyone on behalf of us consulted with Guangdong Prouden CPAs GP regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us by Guangdong Prouden CPAs GP that Guangdong Prouden CPAs GP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).
ITEM 16G. CORPORATE GOVERNANCE
We are incorporated in the British Virgin Islands and our corporate governance practices are governed by applicable laws of the British Virgin Islands and our memorandum and articles of association. In addition, because our Class A ordinary shares are listed on the Nasdaq Stock Market, or Nasdaq, we are subject to Nasdaq’s corporate governance requirements.
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As a British Virgin Islands company listed on Nasdaq Stock Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Ordinary Shares—We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.” We followed home country practice with respect to the requirements (i) that a majority of our board of directors consist of independent directors, (ii) that we have a compensation committee that is composed entirely of independent directors, and (iii) that we have a nominations committee comprised solely of independent directors. In addition, we relied on home country practices for (i) the adoption of our 2025 Equity Incentive Plan, and (ii) issuance of Class A ordinary shares under the Merger Agreement. Furthermore, we will follow home country practice and will not hold an annual shareholders meeting for the fiscal year ended December 31, 2025, in lieu of the Nasdaq Marketplace Rule that each Company shall hold an annual meeting of shareholders within one year of the end of each fiscal year.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We
have
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We have implemented comprehensive
cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance and risk identification.
We
have developed a comprehensive cybersecurity threat defense system to address both internal and external threats. This system encompasses
various levels, including network, host and application security and incorporates systematic security capabilities for threat defense,
monitoring, analysis, response, deception and countermeasures. We strive to manage cybersecurity risks and protect sensitive information
through various means, such as technical safeguards, procedural requirements, an intensive program of monitoring on our corporate network,
continuous testing of aspects of our security posture internally and with outside vendors, a robust incident response program and regular
cybersecurity awareness training for employees.
As
of the date of this annual report, we have
Governance
We are committed to appropriate cybersecurity governance and oversight.
For additional information on our cybersecurity risks, please see “Item 3. Key Information—D. Risk Factors.”
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PART III
ITEM 17. FINANCIAL STATEMENTS
In lieu of responding to this item, we have responded to Item 18 of this annual report.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements are included at the end of this annual report.
ITEM 19. EXHIBITS
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| * | Filed herewith. |
| ** | Furnished herewith |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| CONCORDE INTERNATIONAL GROUP LTD | ||
| By: | /s/ Swee Kheng Chua | |
| Name: | Swee Kheng Chua | |
| Title: | Co-Chief Executive Officer and Chairman | |
Date: May 12, 2026
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CONCORDE INTERNATIONAL GROUP LTD
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Concorde International Group Ltd
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Concorde International Group Ltd and its subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the fiscal year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the fiscal year ended December 31, 2025, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Guangdong Prouden CPAs GP
We have served as the Company’s auditor since 2026.
May 12, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Concorde International Group Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of Concorde International Group Ltd. (the “Company”) as of December 31, 2024, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Kreit and Chiu CPA LLP
We have served as the Company’s auditor from 2023 to 2025.
New York, NY
May 15, 2025
F-3
CONCORDE INTERNATIONAL GROUP LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2025 AND 2024
| 2025 | 2024 | |||||||||
| Note | USD | USD | ||||||||
| Assets | ||||||||||
| Non-current assets: | ||||||||||
| Property and equipment, net | 5 | |||||||||
| Right-of-use asset, net | 6 | |||||||||
| Intangible assets, net | 7 | |||||||||
| Other financial assets | 8 | |||||||||
| Deferred offering costs | ||||||||||
| Amount due from related parties, net of current portion | 24 | |||||||||
| Total non-current assets | ||||||||||
| Current assets: | ||||||||||
| Trade and other receivables | 9 | |||||||||
| Amount due from related parties | 24 | |||||||||
| Cash and cash equivalents | 10 | |||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| Equity and liabilities | ||||||||||
| Equity | ||||||||||
| Share capital | 15 | |||||||||
| Additional paid in capital | ||||||||||
| Merger reserves | 15 | |||||||||
| Other reserves | 15 | |||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||||
| Equity attributable to equity holders of the parent company | ||||||||||
| Non-controlling interests | ||||||||||
| Total equity | ||||||||||
| Liabilities | ||||||||||
| Non-current liabilities: | ||||||||||
| Lease liabilities, net of current portion | 6 | |||||||||
| Debt - due after one year | 11 | |||||||||
| Deferred tax liabilities | 13 | |||||||||
| Other financial liabilities | 12 | |||||||||
| Total non-current liabilities | ||||||||||
| Current liabilities: | ||||||||||
| Trade and other payables | 14 | |||||||||
| Amount due to related parties | 24 | |||||||||
| Tax payable | ||||||||||
| Lease liabilities | 6 | |||||||||
| Debt - due within one year | 11 | |||||||||
| Total current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Total equity and liabilities | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CONCORDE INTERNATIONAL GROUP LTD.
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2025, 2024 AND 2023
| 2025 | 2024 | 2023 | ||||||||||||
| Note | USD | USD | USD | |||||||||||
| Revenue | 18 | |||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expenses shown separately below) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | 22 | |||||||||||||
| Expected credit loss provision | ( | ) | ( | ) | ||||||||||
| Depreciation and amortization expenses | ( | ) | ( | ) | ( | ) | ||||||||
| Employee benefit expenses | 20 | ( | ) | ( | ) | ( | ) | |||||||
| Other expenses | 21 | ( | ) | ( | ) | ( | ) | |||||||
| Share-based compensation | 16 | ( | ) | ( | ) | |||||||||
| Finance costs | 23 | ( | ) | ( | ) | ( | ) | |||||||
| (Loss) / Profit before tax | ( | ) | ( | ) | ||||||||||
| Income tax expense | 19 | ( | ) | ( | ) | ( | ) | |||||||
| (Loss) / Profit for the year | ( | ) | ( | ) | ||||||||||
| Other comprehensive income/(loss) | ||||||||||||||
| Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods (net of tax): | ||||||||||||||
| Foreign currency translation | ( | ) | ||||||||||||
| Total comprehensive (loss) / profit for the year, net of tax | ( | ) | ( | ) | ||||||||||
| (Loss)/ Profit for the year attributable to: | ||||||||||||||
| Equity holders of the parent company | ( | ) | ( | ) | ||||||||||
| Non-controlling interests | ||||||||||||||
| ( | ) | ( | ) | |||||||||||
| Total comprehensive (loss) / profit for the year attributable to: | ||||||||||||||
| Equity holders of the parent company | ( | ) | ( | ) | ||||||||||
| Non-controlling interests | ||||||||||||||
| ( | ) | ( | ) | |||||||||||
| (Loss) / Earnings per share | ||||||||||||||
| Basic | 17 | ( | ) | ( | ) | |||||||||
| Diluted | 17 | ( | ) | ( | ) | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CONCORDE INTERNATIONAL GROUP LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2025, 2024 AND 2023
| Share capital | Additional Paid In Capital | Merger reserve | Other reserve | Foreign currency translation reserve | Earnings/ (Accumulated Deficit) | Equity attributable to owners of the parent | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||||||||
| Balance as at January 1, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Profit for the year | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||
| Total comprehensive income | ||||||||||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||
| Capital distribution | - | |||||||||||||||||||||||||||||||||||
| Balance as at December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Prior period adjustment | - | |||||||||||||||||||||||||||||||||||
| (Loss)/Profit for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Total comprehensive (loss)/income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||
| Capital distribution | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of new shares | - | |||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||
| Balance as at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Prior year reclassification | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| (Loss)/Profit for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||
| Total comprehensive income/(loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||
| Issuance of new shares | - | |||||||||||||||||||||||||||||||||||
| Conversion of convertible note | - | |||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||
| Balance as at December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CONCORDE INTERNATIONAL GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2025, 2024 AND 2023
| 2025 | 2024 | 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Cash flows from operating activities | ||||||||||||
| (Loss)/Profit before tax | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Depreciation of right-of-use assets | ||||||||||||
| Gain on disposal of fixed asset | ( | ) | ||||||||||
| Fixed asset written off | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Interest expense | ||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ||||||
| Amount due from related party written off | ||||||||||||
| Share-based compensation | ||||||||||||
| Expected credit loss provision | ||||||||||||
| Fair value adjustment | ( | ) | ||||||||||
| Operating cash flows before movements in working capital | ( | ) | ||||||||||
| Change in working capital: | ||||||||||||
| Increase in trade and other receivables | ( | ) | ( | ) | ( | ) | ||||||
| Increase/(decrease) in trade and other payables | ( | ) | ||||||||||
| Decrease in amount due to related parties | ( | ) | ( | ) | ( | ) | ||||||
| Cash used in operations | ( | ) | ( | ) | ||||||||
| Income tax | ( | ) | ||||||||||
| Net cash used in /provided by operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Downpayment for right-of-use assets | ( | ) | ||||||||||
| Premium paid for purchase of keyman insurance | ( | ) | ||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||
| Acquired intangible asset | ( | ) | ||||||||||
| Loan repaid from related parties | ||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from issuance of shares | ||||||||||||
| Payment of deferred offering cost | ( | ) | ( | ) | ||||||||
| Proceeds from debt | ||||||||||||
| Repayment of debt | ( | ) | ( | ) | ( | ) | ||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||||||
| Net increase in cash and cash equivalents | ||||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ) | ||||||||||
| Cash and cash equivalents at December 31, 2025 | ||||||||||||
| Non-cash investing and financing activities | ||||||||||||
| Fair value measurement of share-based compensation | - | |||||||||||
| Fair value adjustment for other financial assets | ( | ) | - | |||||||||
| Fair value adjustment for other financial liabilities | - | |||||||||||
| Initial measurement of right-of-use asset and lease liability | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. | General |
Concorde International Group Ltd (“Company” or “Concorde”), was incorporated in the British Virgin Islands on May 2, 2023. The Company’s registered office is at Conyers Trust Company (BVI) Limited of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG1110. The Company’s agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168. The major operation of the Group is located at 3 Ang Mo Kio Street 62 #01-49 LINK@AMK Singapore 569139.
Concorde International Group Ltd (“CIGL”), was incorporated in 2023 to acquire via Concorde International Group Pte Ltd (Singapore) the following companies, Concorde Security Pte Ltd (Singapore), Concorde Security Sdn Bhd (Malaysia), Concorde Security Limited (UK), Concorde Asia Pte Ltd (Singapore) and Berjaya Academy Pte Ltd (Singapore).
Concorde International Group Ltd, and its subsidiaries (collectively referred to as the “Group”) engages principally in providing man guarding and i-Guarding services including project installation and maintenance work located in Singapore.
i-Guarding services is a technology-integrated security service implementing and utilizing technologies such as I-Facility Sprinter (“IFS”), Visitor Management Systems (VMS), Keys Management Systems (KMS), Intelligent Facility Authenticators (IFA), security turnstile facilities, Internet of Things (IoT) devices, and other smart security solutions. Man Guarding is the provision of traditional manpower to man-operate at the customer’s site.
On April 22, 2025, the Company was
successfully listed on the NASDAQ Stock Exchange, and on April 23, 2025, it issued an aggregate of
These consolidated financial statements are presented in United States Dollars (“USD”) and have been rounded to the nearest USD.
| 2. | Adoption of new and revised Standards |
New and amended IFRS Accounting Standards that are effective for the current year
The following standards and amendments have been adopted by the Group for the first time for the financial year beginning on January 1, 2025:
Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates:
Lack of Exchangeability
The adoption of amendment does not have material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.
F-8
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Adoption of new and revised Standards (cont.) |
The following new standards and amendments to standards have not come into effect for the financial year beginning January 1, 2025, and have not been early adopted by the Group in preparing these consolidated financial statements.
The adoption of IFRS 18 ‘Presentation and Disclosure in Financial Statements’, effective for periods commencing on or after January 1, 2027, is expected to have a material impact on the presentation of the consolidated financial statements.
These disclosures reflect the situation
where management is still in the process of identifying the possible impact of IFRS 18. Depending on where management are in this process,
it may be possible to provide further information about the possible impact of applying IFRS 18.
| Title | Effective date | |
| 3. | Material Accounting Policy Information |
The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.
| 3.1 | Basis of accounting |
The consolidated financial statements of Concorde have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are presented in USD.
The accounting policies used for the preparation of these consolidated financial statements are based upon the application of IFRS 1.D17, which results in assets and liabilities being measured at the same carrying amount as in the standalone financial statements of subsidiaries for the years December 31, 2025, 2024 and 2023 after adjusting for consolidation and equity accounting adjustments and for the effects of the business combination in which the entity acquired the subsidiaries.
The consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the relevant periods include the results and cash flows of all companies now comprising the Group from the earliest date presented as if the reorganization had been completed at the beginning of the earliest reporting period.
F-9
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| 3.2 | Going concern |
Pursuant to IAS 1, Presentation of Financial Statements, the Group is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
As of December 31, 2025, our consolidated financial statements were prepared on the assumption that we would continue as a going concern. The Group’s ability to continue as a going concern is dependent upon the Group’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.
| 3.3 | Principles of consolidation |
The consolidated financial statements incorporate the financial statements of the parent entity and entities controlled by Group made up to December 31 each year. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
| (a) | Power over the investee; |
| (b) | Exposure, or rights, to variable returns from its involvement with the investee; and |
| (c) | The ability to use its power over the investee to affect its returns. |
If the Group has less than a majority of the voting of similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| (a) | The contractual arrangement with the other vote holders of the investee; |
| (b) | Rights arising from other contractual agreements; and |
| (c) | The voting rights of the Group and potential voting rights |
F-10
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
Intercompany balances, transactions, income and expenses are eliminated in the consolidated financial statements.
Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred, and the services are received.
Non-controlling interests, if any, represent equity in subsidiaries that are not attributable, directly or indirectly, to owners of the parent, and is presented separately in the consolidated statement of profit or loss and other comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the financial year/ period are included in the statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
Transaction under common control entities
Under common control entities represent
those entities are controlled by Swee Kheng Chua and Ping Ping Lim. The Group determines the allowance for its receivable from controlling
shareholders based on historical collection experience and economic conditions. The Company writes-off receivable when amounts are deemed
uncollectible.
| Name of subsidiaries | Date of incorporation | Principal activities | Relationship with the Group | |||
F-11
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| 3.4 | Revenue recognition |
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
The Group recognizes revenue from contracts with customers for the sale of goods based on the five-step model as set out below:
| (i) | Identify contract(s) with a customer. A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria that must be met. |
| (ii) | Identify performance obligations in the contract. A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. |
| (iii) | Determine the transaction price. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. |
| (iv) | Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, the Group allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation. |
| (v) | Recognize revenue when the Group satisfies a performance obligation. |
Revenue is recognized when the Group satisfies a performance obligation by transferring promised goods or services to the customer, which is when the customer obtains control of the goods or services.
A performance obligation may be satisfied at a point in time or over time.
Performance obligations satisfied over time
A performance obligation is satisfied over time when an entity transfers control of a good or service over a period. This occurs when one of three conditions is met: (a) the customer simultaneously receives and consumes the benefits provided by the entity’s performance; (b) the entity’s performance creates or enhances an asset that the customer controls during creation or enhancement; or (c) the entity’s performance does not result in an asset with an alternative use, and there exists an enforceable right to payment for the performance completed to date.
In providing round-the-clock security manning, the customer simultaneously receives and consumes the benefits of the Group’s performance. Therefore, the nature of the service sales is recognized over time, on a monthly billing cycle basis.
F-12
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
An asset created by an entity’s performance lacks an alternative use if contractual or practical restrictions prevent the entity from redirecting it during creation or completion. This assessment is fixed at contract inception and can only be revised if a contract modification substantially alters the performance obligation with mutual agreement from the parties involved. In providing installation solely as a prerequisite to our patent-protected service at the customer’s site, the customer will not have an alternate use for such installation. Performance obligations are satisfied over time, primarily through the provision of service sales.
Right to payment for performance completed to date, an entity considers both contractual terms and applicable laws. This right does not necessarily specify a fixed amount but must ensure that the entity is compensated for work completed if the contract is terminated for reasons unrelated to the entity’s performance failure. Customers have entered into a contract with the Group that does recurring monthly billing, securing the Group’s right to payment for services rendered as they are consumed.
Performance obligations satisfied at a point in time
In cases where a performance obligation is not satisfied over time, it is fulfilled at a specific point in time. This determination relies on factors including the entity’s present right to payment, the transfer of legal title, physical possession of the asset by the customer, the transfer of significant risks and rewards of ownership, and the customer’s acceptance of the asset. Consideration of these indicators, alongside the control requirements outlined in the standard, helps determine when control of the asset is transferred, and the performance obligation is satisfied.
In the provision of installation at customer’s site amounting to creation of assets where customer has an alternative use. Such installation’s performance obligation are satisfied at the point in time.
The amount of revenue recognized is the amount allocated to the satisfied performance obligation under IFRS 15 Revenue from Contracts with Customers (“IFRS 15”).
| (a) | Man Guarding Services |
Revenue from a contract to provide man guarding services is recognized over time, using the output method to measure progress towards complete satisfaction of the service, as the customer simultaneously receives and consumes the benefits provided by the Group. In the applicable of the output method, the Group has used the appraisal of results achieved method. Accordingly, in view of the nature of the service income on a contract basis, management considers that this output method is most appropriate in measuring the progress towards complete satisfaction of these performance’s obligation. The Company also utilizes the “as invoiced” practical expedient where performance obligations are satisfied over time and the invoiced amount corresponds directly with the value the Company is providing to the customer.
F-13
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| (b) | I-Guarding Services (including installation and maintenance services) |
I-Guarding Services is a comprehensive technology-integrated package of round-the-clock ongoing security monitoring and maintenance services, the service is consumed continuously and revenue is recognized over time through monthly invoicing.
The Group sells a range of products such as closed-circuit cameras, turnstiles, gates, authenticators, and cabling, and provides installation services for these products.
In the case, where the installation is part of a comprehensive package that includes monthly security monitoring and maintenance services, revenue is recognized over time as these services are consumed. This installation is a prerequisite for our comprehensive package, involving continuous service and maintenance of the installed facilities by the Group. Therefore, the setup of these facilities constitutes a continuous performance obligation, inseparable from the provision of security services.
In the case, where the
installation is part of a security setup without ongoing monthly security monitoring or maintenance services, revenue is recognized
at a point in time upon completion of installation and acceptance by customers. This recognition occurs when control of the goods is
transferred to the customers, in accordance with the agreed terms, and significant risks and rewards of ownership have been passed
to them. Such service denotes a small portion of the total i-guarding services sales. The point-in-time sales within the I-Guarding
services are USD
| (c) | Training and consulting |
Training and consulting income is recognized at the time when such services have been performed and rendered.
| 3.5 | Cost of revenues (exclusive of depreciation and amortization shown separately) |
Cost of revenues mainly consists of service costs, sub-contracting cost, salaries, consumables and others excluding depreciation and amortization expenses which is shown separately.
| 3.6 | Government grants |
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions.
F-14
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| 3.7 | Leases — The Group as lessee |
With reference to IFRS 16, the Group assesses whether a contract is, or contains, a lease, at inception of the contract. The group recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
| ● | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable |
| ● | Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date |
| ● | The amount expected to be payable by the lessee under residual value guarantees |
| ● | The exercise price of purchase options, if the lessee is reasonably certain to exercise the options |
| ● | Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease |
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s incremental borrowing rate.
The Group generally uses the incremental borrowing rate as the discount rate. To determine the incremental borrowing rate, the Group obtains a reference rate and makes certain adjustments to reflect the terms of the lease and the asset leased.
F-15
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
Lease payments included in the measurement of the lease liability comprise:
| ● | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable |
| ● | Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date |
| ● | The amount expected to be payable by the lessee under residual value guarantees |
| ● | The exercise price of purchase options, if the lessee is reasonably certain to exercise the options |
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
| ● | The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
| ● | The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
| ● | A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
The Group did not make any such adjustments during the periods presented.
The Group recognizes a right-of-use asset and lease liability at the lease commencement date for all lease arrangement for which the Group is the lessee, except for leases which have lease term of 12 months or less and leases of low value assets for which the Group applied the recognition exemption allowed under IFRS 16 Leases (“IFRS 16”). For these leases, the Group recognizes the lease payment as an operating expense on a straight-line basis over the term of the lease.
F-16
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. When the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. The right-of-use asset is also reduced by allowances for expected credit losses, if any, and adjusted for certain remeasurements of the lease liability, where applicable.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property and Equipment’ policy.
Where a contract contains more than one lease component, the Group allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component. Where the contract contains non-lease components, the Group applied the practical expedient to not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.
| 3.8 | Borrowing costs |
All borrowing costs are recognized in statements of profit or loss and other comprehensive income in the period in which they are incurred.
| 3.9 | Defined Contribution Plan |
Payments to defined contribution retirement plans are recognized as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managed retirement plans are accounted for as payments to defined contribution plans where the group’s obligations under the plans are equivalent to those arising in a defined contribution retirement plan.
| 3.10 | Taxation |
The income tax expense represents the sum of current and deferred income tax expense.
Current tax
The tax currently payable is based on taxable profit for the year.
F-17
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. A deferred tax liability was recognized by the Group during the financial year ended December 31, 2025 and 2024 as the Group’s net deferred tax stemming from business losses in previous years, may not completely offset the tax liability recognized for the year.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realized based on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.
Current tax and deferred tax for the year
Current and deferred tax are recognized in profit or loss and other comprehensive income, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Group relief in Singapore Taxation
Group Relief in Singapore taxation permits
companies within the same group to consolidate their tax positions, treating them as a single entity for certain tax benefits. This includes
allowing a company (the claimant) to deduct current year unutilized capital allowances, trade losses, and donations from another company
in the group (the transferor). To utilize Group Relief in Singapore, the transferor and claimant companies must be Singapore incorporated,
belong to the same group with at least
Goods and services tax (GST)
Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognized as part of the cost of acquisition of the asset or as part of the expense.
F-18
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
| 3.11 | Foreign currency transactions and translation |
Foreign currency transactions are translated into the Company’s functional currency at the exchange rates prevailing on the date of the transaction. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the year except for differences arising on retranslation of non-monetary items, any exchange component of that gain or loss is also recognized directly in other comprehensive income.
| 3.12 | Property and equipment |
All items of property and equipment are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset in accordance to IAS 16 Property and Equipment.
After initial recognition, property and equipment are stated at cost less accumulated depreciation and accumulated allowances for expected credit losses, if any
Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method, on the following bases:
| Estimated useful life | ||
| Furniture and Fittings | ||
| Office equipment | ||
| Building | ||
| Motor Vehicle | ||
| Security Equipment | ||
| Renovation |
F-19
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
| 3.13 | Intangible assets |
| 3.13.1 | Internally generated intangible assets |
In accordance to IAS 38 Intangible assets, expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated:
| ● | The technical feasibility of completing the intangible asset so that it will be available for use or sale |
| ● | The intention to complete the intangible asset and use or sell it |
| ● | The ability to use or sell the intangible asset |
| ● | How the intangible asset will generate probable future economic benefits |
| ● | The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset |
| ● | The ability to measure reliably the expenditure attributable to the intangible asset during its development |
| ● | amount of the asset and is recognized in statement of profit or loss and other comprehensive income. |
| (a) | Research and development |
Expenditure on research activities
is recognized as an expense in the period in which it is incurred. Where no internally generated intangible asset can be recognized,
development expenditure is charged to profit or loss and other comprehensive income in the period in which it is incurred. Subsequent
to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment
loss, on the same basis as intangible assets acquired separately. These costs are amortized to profit or loss and other comprehensive
income over their estimated use of lives of
| (b) | Patents and trademark |
Patents and trademarks are measured initially at purchase cost and are amortized on a straight-line basis over their useful lives.
F-20
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| 3.13.2 | Intangible assets acquired separately |
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization. Amortization is recognized on a straight-line basis over 3 years period which are disclosed in note 7.
| (a) | Software |
Software are measured initially at purchase cost and are amortized on a straight-line basis over a 3 year period.
Amortization is recognized on a straight-line basis over their estimated useful lives which are disclosed as follows:
| Intangible asset | Useful lives | |
| Patent | ||
| Trademark | ||
| Research and development | ||
| Software |
The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss and other comprehensive income when the asset is derecognized.
| 3.14 | Impairment of property and equipment and intangible assets |
With reference to IAS 36, at each reporting date, the group reviews the carrying amounts of its property and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
F-21
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss and other comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognized in profit or loss and other comprehensive income.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss and other comprehensive income to the extent that it eliminates the impairment loss which has been recognized for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.
| 3.15 | Cash and cash equivalents |
In the consolidated statement of financial position, cash and cash equivalents comprise cash and bank balances. Cash equivalents are short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
Bank balances for which use by the group is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
| 3.16 | Financial instruments |
Financial assets and financial liabilities are recognized in the group’s consolidated statement of financial position when the group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss and other comprehensive income.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
F-22
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortized cost:
| ● | The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows. |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Other financial asset
Under IFRS 9, the insurance contract is recognized as a financial asset.. In accordance to IFRS9 paragraph 4 classification of financial asset, two key criteria are assessed for further classification: the entity’s business model for managing the assets and the contractual cash flow characteristics. Financial assets can be classified into three categories: Amortized Cost for those held to collect cash flows that are solely payments of principal and interest; Fair Value Through Other Comprehensive Income (FVOCI) for assets held to collect cash flows and for selling, also with solely payments of principal and interest; and Fair Value Through Profit or Loss (FVPL) for assets that do not meet the criteria for the first two categories. This classification ensures that financial assets are measured and reported in a way that accurately reflects their economic substance. The insurance contract is not classified as a financial asset for collecting contractual cash flows through compensation for the life insured. Since the contract does not represent solely the payment of principal and interest, it fails the SPPI (Solely Payments of Principal and Interest) test. Therefore, it will be recognized at fair value through profit and loss in subsequent reporting periods.
Other financial asset includes a keyman
insurance policy purchased by the Group for a department head, who is a family member of Swee Kheng Chua. $
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. The exchange differences are recognized in the statement of profit or loss and other comprehensive income.
Impairment of financial assets
The group recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
F-23
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
The group always recognizes lifetime expected credit losses (ECL) for trade and other receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
For all other financial instruments, the group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Derecognition of financial assets
The group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the group are recognized at the proceeds received, net of direct issue costs.
F-24
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
Financial liabilities
All financial liabilities are measured subsequently at amortized cost using the effective interest method.
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at fair value through profit or loss (“FVTPL”), are measured subsequently at amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.
Where a financial liability contains an embedded derivative, the Group assesses whether the embedded derivative is required to be separated from the host contract. An embedded derivative is separated and accounted for at fair value through profit or loss if it is not closely related to the host contract and meets the definition of a derivative.
If the embedded derivative is assessed to be closely related to the host contract, or is not material, it is not separately recognised and the financial liability continues to be measured at amortised cost.
Derecognition of financial liabilities
The group derecognizes financial liabilities when, and only when, the group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability recognized and the consideration paid and payable is recognized in profit or loss.
| 3.17 | Provisions and contingent liabilities |
With reference to IAS 37, provisions are recognized when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
A contingent liability is a possible obligation that arises from past events whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources would be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the consolidated financial statements (Refer Note 25 to the consolidated financial statements).
F-25
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| 3.18 | Earnings/(Loss) per share |
Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to the controlling interest, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings/(loss) per share
Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings/(loss) per share to take into account the after-tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
| 3.19 | Foreign currency transaction and translations |
In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognized at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the exchange rates at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognized in profit or loss in the period in which they arise.
For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Group (i.e. USD) at the rate of exchange prevailing at the end of each reporting period, and their income and expenses are translated at the average exchange rates for the year. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity under the heading of foreign currency translation reserve.
| 3.20 | Deferred offering costs |
Deferred offering costs consists of legal, accounting, underwriter’s fees, and other costs incurred through the balance date that are directly related to the proposed Initial Public Offering (IPO) and that would be charged to equity upon completion of the proposed IPO. Should the proposed IPO prove unsuccessful, deferred costs and additional expenses to be incurred would be charged to the statement of profit or loss.
F-26
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
| 3.21 | Reportable segments |
Basis for segmentation
The Group’s chief executive officer (the Chief Operating Decision Maker or CODM) is responsible for resource allocation and performance assessment. Operating segments are determined using the management approach, based on internal reporting reviewed monthly by the CODM for decision-making and evaluation.
Based on management’s assessment, the Group has determined that it has two operating segments, which are (i) security services; and (ii) training school.
Information about reportable segment
| Security Services | Training school | Unallocated | Total | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| 2025 | ||||||||||||||||
| Segment Revenue | ||||||||||||||||
| Segment Profit / (Loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| 2024 | ||||||||||||||||
| Segment Revenue | ||||||||||||||||
| Segment Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| USD | USD | USD | USD | |||||||||||||
| 2025 | ||||||||||||||||
| Assets | ||||||||||||||||
| Liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 2024 | ||||||||||||||||
| Assets | ||||||||||||||||
| Liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Geographic allocation
All business units of the Group are operating
in Singapore. The Group allocates revenue based on the location of the customer. The geographic revenue are generated majority
from Singapore and less than
| 3.22 | Share-based compensation |
The Group issued restricted shares to members of the Board, executive officers, their affiliates, external consultants, and existing shareholders. The cost of the restricted shares is measured based on the fair value on the grant date.
In 2024, the shares granted were measured in accordance to IFRS 2 of fair value at grant date. The Group utilizes the unlevered discounted cash flow method to determine the fair value of restricted share at the grant date considering the dilutive effect of restricted share, which is a level 3 input of IFRS 13. In 2025, following the Group’s initial public offering, the fair value of shares granted was measured based on the quoted market price at the grant date, which represents a Level 1 input under IFRS 13.
F-27
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material Accounting Policy Information (cont.) |
As the shares granted do not contain any vesting conditions, the equity instruments are considered fully vested at grant date, and the fair value is recognised as an expense immediately in profit or loss, with a corresponding increase in equity.
The fair value determined at grant date is not subsequently remeasured.
| 3.23 | Prior period adjustments |
From time to time, the Group may identify errors related to prior periods. When such errors are determined to be immaterial to both the current period and the prior period financial statements, they are corrected in the period in which they are identified rather than restating the prior period financial statements.
During the year
ended December 31, 2024, the Group identified and corrected certain immaterial errors related to prior periods. These adjustments were
primarily related to correcting the misstatements related to revenue, accounts receivable, and cost of sales that had a net impact of
SGD
During the year ended December 31, 2025, the Group enhanced the presentation of its equity structure by introducing additional line items in the statement of changes in equity to provide more relevant and transparent information. The changes primarily relate to a more detailed presentation of non-controlling interests, retained earnings, other reserves and additional paid-in capital. No changes were made to the previously reported amounts, and there is no impact on the Group’s total equity, financial position, results of operations or cash flows for any of the periods presented. The Company assessed materiality based on both quantitative and qualitative factors in accordance with the guidance set forth in SEC Staff Accounting Bulletin (“SAB”) Topics 1.M and 1.N.
Certain prior year amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported financial position, results of operations, or cash flows. Specifically, amounts due from related parties that were previously presented in current assets have been reclassified to better reflect their expected settlement timing. The current portion is now included in “Amount due from related parties”, while the non-current portion is presented in “Amount due from related parties, net of current portion”.
| 4. | Critical accounting judgements and key sources of estimation uncertainty |
In applying the group’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are discussed below:
| i. | Expected credit losses assessment on trade and other receivables |
The expected credit losses on trade and other receivables of the Group are estimated using a provision matrix based on the group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
In assessing the credit risk of the trade and other receivables, the group takes into account qualitative and quantitative reasonable and supportable forward-looking information.
F-28
CONCORDE INTERNATIONAL
GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Critical accounting judgements and key sources of estimation uncertainty (cont.) |
| ii. | Fair value of financial instruments |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The convertible option which is included in other financial liabilities and disclosed at Note 12 are carried at fair value classified as Level 3 applying the binomial method.
The Group has changed the valuation method during the initial recognition and subsequent measurement. At initial recognition in June 2024, the Group used a discounted cash flow (DCF) method to value the host loan component and the embedded derivative separately, as the fair value of the conversion feature could not be reliably measured using market-based inputs due to the absence of an IPO and observable market data. The fair values of the Group’s fixed interest-bearing borrowings are determined using the discounted cash flow (DCF) method, applying a discount rate that represents the issuer’s borrowing rate as of the reporting period’s end. There are no financial instruments for which Level 1 or Level 2 fair value measurements were applied.
As at December 31, 2024, management changed the valuation technique to a binomial option pricing model to value the convertible note. The change was made because the binomial method better reflects the optional nature of the conversion feature. On September 12, 2025, the convertible note has been converted to Class A ordinary shares as disclosed in Note 15.
| iii. | Fair value of share-based compensation |
The Company issued the Class B Ordinary Shares to members of the Board, executive officers, their affiliates, and existing shareholders. The cost of the restricted shares is measured based on the fair value on the grant date.
The Group applied a discounted cash flow valuation model, which incorporates key assumptions including projected future cash flows and discount rates. These inputs are not directly observable in the market and are classified as Level 3 inputs under IFRS 13.
In 2025, following the Group’s initial public offering, the fair value of equity instruments granted was determined based on quoted market prices. As such, no significant judgement or estimation uncertainty arises from the valuation of share-based payments in 2025.
F-29
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 5. | Property and equipment |
| Building | Security equipment | Motor vehicle | Renovation | Office equipment | Furniture and fittings | Total | ||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Write off | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| Accumulated Depreciation | ||||||||||||||||||||||||||||
| As December 31, 2022 | ||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| Currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| Write off | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| Net book value | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
F-30
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 5. | Property and equipment (cont) |
As at December 31, 2025 and 2024, the Group’s building with carrying amount of and , respectively are mortgaged to secure the Group’s debt and certain credit facilities granted from banks.
As at December
31, 2024, the Group has security equipment with a carrying amount of USD
During the year ended December 31, 2025,
the security equipment were brought into use. As at December 31, 2025, the carrying amount of these assets is USD725,
There was impairment of fixed assets recorded for the years ended December 31, 2025 and 2024.
| 6. | Leases |
Right-of-use assets
The Group entered into a tenancy
arrangement with Housing Development Board to renew the tenancy of the Premises for a term of
As at December 31, 2025, the
carrying value of security equipment held under finance lease obligation as at December 31, 2025 is USD
As at December 31, 2025, the carrying
value of security equipment held under finance lease obligation as at December 31, 2024 is USD389, (2024: USD
During the year ended December 31,
2025, the Group purchased security equipment at cost amounting to USD
The carrying amounts of right-of-use assets are as below:
| Office premise | Security equipment | Total | ||||||||||
| USD | USD | USD | ||||||||||
| At December 31, 2023 | ||||||||||||
| Addition | ||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||
| At December 31, 2024 | ||||||||||||
| Addition | ||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation | ||||||||||||
| At December 31, 2025 | ||||||||||||
F-31
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 6. | Leases (cont.) |
| Operating Lease | Finance Lease | Total | ||||||||||
| USD | USD | USD | ||||||||||
| Lease liabilities | ||||||||||||
| At December 31, 2023 | ||||||||||||
| Addition during the year | ||||||||||||
| Lease payments | ( | ) | ( | ) | ( | ) | ||||||
| Accretion of interest | ||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||
| At December 31, 2024 | ||||||||||||
| Addition during the year | ||||||||||||
| Lease payments | ( | ) | ( | ) | ( | ) | ||||||
| Accretion of interest | ||||||||||||
| Foreign currency translation | ||||||||||||
| At December 31, 2025 | ||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Represented by: | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
Lease liabilities were measured at the
present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate. The weighted average incremental
borrowing rate applied to new leases during year 2025, 2024 and 2023 were
The following table summarizes the maturity of lease liabilities:
| Year ended December 31, 2025 | Within 1 year | 1 to 5 years | >5 years | Total | ||||||||||||
| Undiscounted lease liabilities | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Year ended December 31, 2024 | Within 1 year | 1 to 5 years | >5 years | Total | ||||||||||||
| Undiscounted lease liabilities | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
F-32
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Intangible assets |
Research and development | Software | Patents | Trademark | Total | ||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||
| Cost | ||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||
| Currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| At December 31, 2024 | ||||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| At December 31, 2024 | ||||||||||||||||||||
| Amortization | - | - | ||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||
| Net book value | ||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||
There was impairment of intangible assets recorded for the years ended December 31, 2025, 2024 and 2023.
F-33
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 8. | Other financial assets |
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Keyman insurance | ||||||||
| Advance from supplier | ||||||||
Keyman insurance was purchased by the company
for a department head, who is a family member of Swee Kheng Chua, for which USD
Advances from supplier pertain to credit notes issued by the supplier. The credit notes raised as compensation for the unsatisfactory of their services. These credit notes were offset against prior year and current year purchases. As at December 31, 2025, credit balances were fully utilized.
| 9. | Trade and other receivables |
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Trade receivables | ||||||||
| Trade receivables (refer note a below) | ||||||||
| Less: Allowances for expected credit losses | ( | ) | ( | ) | ||||
| Trade receivables, net | ||||||||
| Ageing analysis of trade receivables | ||||||||
| Not past due | ||||||||
| Up to 60 days | ||||||||
| 61 to 365 days | ||||||||
| Over 1 year | ||||||||
| Other receivables | ||||||||
| Government grant receivable | ||||||||
| Advance to employees | - | |||||||
| Deposit recoverable | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Total trade and other receivables | ||||||||
| a. | Included in trade receivables are unbilled revenue amounting to USD |
| b. | Trade receivables are non-interest bearing and are generally on 30 days’ terms. |
F-34
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 9. | Trade and other receivables (cont.) |
| c. |
| December 31, 2025 | December 31, 2024 | |||||||||||||||||
| Customers’ characteristics | Weighted- average expected credit loss rate | Gross carrying amount | Allowance for expected credit losses | Gross carrying amount | Allowance for expected credit losses | |||||||||||||
| USD | USD | USD | USD | |||||||||||||||
| Low risk | ||||||||||||||||||
| Loss | ||||||||||||||||||
| d. |
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Balance at January 1 | ||||||||
| Impairment during the year | ||||||||
| Written off | ( | ) | ||||||
| Currency translation adjustment | ( | ) | ||||||
| Balance at December 31 | ||||||||
| e. | Government grants receivables are pre-approved government grants granted to customers for adoption of digitalization. Such grant is directly disbursed to the Group. |
| f. | The government grant receivables is in relation to approved innovation project implemented. There are no unfulfilled conditions or other contingencies attaching to this grant. |
| 10. | Cash and cash equivalents |
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Cash on hand | ||||||||
| Cash at bank | ||||||||
| Total cash and cash equivalents | ||||||||
F-35
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Debt |
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Loan 1 – Property loan | ||||||||
| Loan 2 – Bridge loan | ||||||||
| Loan 3 – Bridge loan | ||||||||
| Loan 4 – Money market loan | ||||||||
| Loan 5 – Property loan | ||||||||
| Loan 6 – Convertible note | ||||||||
| Loan 7 – Business Venture loan | ||||||||
| Represented by: | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
| a. | The details of the debts are as follows: |
Loan 1 with a carrying amount of
USD
Loan 2 with a carrying amount USD
Loan 3 with a carrying amount of
USD
Loan 4 with a carrying amount of
USD
Loan 5 with a carrying amount of
USD
As at December 31, 2024, the Group did not meet certain financial covenants associated with Loan 5. Despite the breach, no default event has been triggered. Management assessed that based on the Group’s continued strong operational performance, timely payments to date, and the ongoing positive relationship with the lender, no demand for immediate repayment is expected. The lender has not indicated any intention to enforce its rights under the covenant breach. Accordingly, the loan continues to be classified as a non-current liability as at the reporting date.
As at December 31, 2025, the Group did not meet certain financial covenants associated with Loan 5. Accordingly, the loan has been reclassified as a current liability as at the reporting date. Despite the breach, no default event has been triggered. Management assessed that based on the Group’s continued strong operational performance, timely payments to date, and the ongoing positive relationship with the lender, no demand for immediate repayment is expected. The lender has not indicated any intention to enforce its rights under the covenant breach.
F-36
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Debt (cont.) |
Loan 6 (2024: USD
Loan 7 with carrying amount of USD
| b. | Debt are classified as financial liabilities and are measured at amortized costs, except for Loan 6 was measured at fair value through profit and loss (FVTPL) as at reporting date. |
| c. | Loan 1 to 5 and 7 are denominated in Singapore Dollar. Loan 6 is denominated in USD. |
| d. | At the end of the reporting period, all debt were on fixed rate. However, the bank has the discretion to revise the interest at sole discretion of the bank. |
Convertible notes
On June 10, 2024, Softbank
Robotics Singapore Pte Ltd subscribed to a USD
On June 14, 2024, Concorde Security
Pte Ltd secured a
Subsequent to the completion of the listing on Nasdaq on April 28, 2025, the Company does not intend to pursue an IPO in any of the secondary markets outside the U.S., and the Bank will only exercise the call option in the event of a secondary offering outside the U.S. or a private sale. A Board resolution dated April 30, 2025, confirms that no secondary offering will be undertaken in other markets for the next five years. The Company is also in discussions with the Bank to cancel the call option.
F-37
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 12. | Other financial liability |
Other financial liability is liability
arising from the convertible note with a
The fair value of the financial liability was initially value through discounted cashflow method. Due to change in market and status of the Group, on December 31, 2024 and September 12, 2025 binomial method was used to reflects the fair value of the embedded derivate. Below are the movement of the fair value of the embedded derivative.
| USD | ||||
| Initial recognition | ||||
| Fair value adjustment | ||||
| Fair value as at December 31, 2024 | ||||
| Fair value adjustment | ( | ) | ||
| Fair value as at September 12, 2025 (conversion date) | ||||
| 13. | Deferred tax liabilities |
The following are the major deferred tax liabilities and assets recognized by the group and movements thereon during the current and prior reporting period.
| Deductible temporary difference | Unutilized tax credits | Net deferred tax liabilities | ||||||||||
| USD | USD | USD | ||||||||||
| As at December 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||
| Movement | ( | ) | ( | ) | ||||||||
| Exchange differences | ||||||||||||
| As at December 31, 2024 | ( | ) | ( | ) | ||||||||
| Movement | ||||||||||||
| Exchange differences | ( | ) | ( | ) | ||||||||
| As at December 31, 2025 | ( | ) | ( | ) | ||||||||
F-38
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Trade and other payables |
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Trade payables | ||||||||
| Third parties | ||||||||
| Other payables and accruals | ||||||||
| Other payables | ||||||||
| Accrued expense | ||||||||
| Total trade and other payables | ||||||||
Trade payables are unsecured, interest
free and have an average payment term of
| 15. | Equity |
| December 31, 2025 | December 31, 2025 | December 31, 2024 | December 31, 2024 | |||||||||||||
| Par Value Per Share | Number of shares | Par Value Per Share | Number of shares | |||||||||||||
| USD | USD | |||||||||||||||
| Share capital | ||||||||||||||||
| Authorized shares | ||||||||||||||||
| Class A Ordinary Shares | ||||||||||||||||
| Class B Ordinary Shares | ||||||||||||||||
| Issued and outstanding shares | ||||||||||||||||
| Class A Ordinary Shares | ||||||||||||||||
| Class B Ordinary Shares | ||||||||||||||||
The movements of the shares outstanding are as follows:
| Note | Class A Ordinary Shares | Class B Ordinary Shares | ||||||||
| As at December 31, 2023 | ||||||||||
| Movements: | ||||||||||
| Share-based compensation | ||||||||||
| As at December 31, 2024 | ||||||||||
| Movements: | ||||||||||
| Issuance of new shares | ||||||||||
| Conversion of convertible note | 11 | |||||||||
| Share conversion from Class B to Class A | ( | ) | ||||||||
| Share-based compensation | ||||||||||
| As at December 31, 2025 | ||||||||||
F-39
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 15. | Equity (cont.) |
The Company was incorporated under the
laws of the British Virgin Islands on May 2, 2023. The original authorized share capital of the Company was USD
On March 14, 2024, the Company sub-divided,
re-designated and reclassified the
| (i) |
| (ii) |
| (iii) | The Company further reclassified the shares into (i) |
| a. | Merger reserves |
The merger reserves represent the differences between the consideration paid and the share capital and capital reserves of the subsidiaries acquired under common control.
| b. | Other reserves |
Other reserves represent reserves arising from bad debt of merger for the subsidiaries acquired under common control and foreign currency exchange translation reserve, which is used to record the foreign currency exchange differences arising from the translation of the consolidated financial statement of foreign subsidiaries whose functional currency is different from that of the presentation currency of the Group.
On March 18, 2024, the Company has
further issued
F-40
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 16 | Share-based Compensation |
The granted shares were measured in accordance to IFRS2 of fair value at grant date. The Company utilizes the unlevered discounted cash flow method to determine the fair value of restricted share at the grant date , which is a level 3 input of IFRS 13. The Company utilized the unlevered discounted cash flow method, analyzing growth projections and benchmarking against comparable companies.
As
at December 31, 2024, the Company discounted the projected unlevered free cash flows for the next
As
at December 31, 2025, The Company discounted the projected unlevered free cash flows for the next
The shares were fair valued at per share. The difference of the fair value of per share and nominal value of .00001 per share were recognized as share-based compensation expense. No such shares were issued in other period.
| Shareholder | Class
B Ordinary Shares | Fair
value of share-based compensation | ||||||
| USD | ||||||||
| Swee Kheng Chua(1), (2), (3) | ||||||||
| Terence Wing Khai Yap(1), (2), (3) | ||||||||
| Sze Yin Ong(1), (2), (3) | ||||||||
| Sharifah Noriati Binte Said Omar(1), (2), (3) | ||||||||
| Ping Ping Lim(1), (2), (3) | ||||||||
| Jia Wei Chua, (2), (3) | ||||||||
| Meang Fai Pang(4) | ||||||||
| Weilekai Investments Pte Ltd(3) | ||||||||
On
June 16, 2025, there were
On
November 10, 2025, the Company granted an aggregate of
| Shareholder | Class
B Ordinary Shares | Fair
value of share-based compensation | ||||||
| USD | ||||||||
| Sharifah Noriati Binte Said Omar(1), (2), (3) | ||||||||
| Consultants | ||||||||
| 1) |
| 2) |
| 3) |
| 4) |
F-41
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 17. | (Loss)/ Earnings per share |
| (a) |
| December 31,
2025 | December 31,
2024 | December 31,
2023 | ||||||||||
| (Loss)/Profit attributable to equity holders of the parent (USD) | ( | ) | ( | ) | ||||||||
| Weighted average number of ordinary shares outstanding | ||||||||||||
| Basic (loss)/earnings per ordinary share (USD) | ( | ) | ( | ) | ||||||||
| (b) | Diluted (loss)/ earnings per ordinary share |
The diluted (loss)/earnings per ordinary share equal the basic earnings per ordinary share as there were no dilutive potential ordinary shares throughout the reporting periods.
The Group has issued a convertible note as disclosed under Note 11. The note can only be exercised after one year anniversary of the date entered into which is June 10, 2025 and has been converted on September 12, 2025.
| 18. | Revenue |
| 2025 | 2024 | 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Type of goods or services | ||||||||||||
| I-Guarding Services | ||||||||||||
| Man Guarding Services | ||||||||||||
| Others | ||||||||||||
Revenue from one major customer accounted for
approximately
| 2025 | 2024 | 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Timing of transfer of goods or services | ||||||||||||
| At a point of time | ||||||||||||
| Over time | ||||||||||||
| * | The I-Guarding services include project installation services amount to USD |
F-42
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 19. | Income tax expenses |
The components of income tax provision are:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Current income tax expense | ||||||||||||
| Deferred income tax credit | ( | ) | ||||||||||
| Total income tax expenses | ||||||||||||
A reconciliation between income tax expense and the product of accounting loss multiple by the applicable corporate tax rate for the reporting periods ended December 31, 2025, 2024 and 2023 were as follows:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| (Loss)/Profit before income tax | ( | ) | ( | ) | ||||||||
| Tax calculated at statutory rate of | ( | ) | ( | ) | ||||||||
| Differences arise from tax rate in different jurisdiction | ||||||||||||
| Deferred tax assets previously not recognized, net of foreign exchange fluctuation | ( | ) | ||||||||||
| Income not subject to tax | ( | ) | ( | ) | ( | ) | ||||||
| Expense not deductible for tax purpose | ||||||||||||
| Recognition of timing difference | ( | ) | ||||||||||
| Utilization of tax benefit | ( | ) | ( | ) | - | |||||||
| Deferred tax assets (net) not recognized | ( | ) | ||||||||||
| Under provision for prior year tax | ||||||||||||
| Others | ( | ) | ( | ) | ||||||||
In Singapore context, the realization of
future income tax benefits from unabsorbed tax losses will only be obtained if the Group derives future assessable income of
sufficient amount to enable the benefits of the deductions to be realized and the Group continues to comply with the conditions for
deductibility imposed by the law. Unabsorbed tax losses may be carried forward indefinitely. There were tax benefits of USD
F-43
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. | Employee benefits expenses |
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Directors’ emoluments | ||||||||||||
| Short term employment benefits | ||||||||||||
| Defined contribution plan | ||||||||||||
| Other employee benefits | ||||||||||||
| 21. | Other expenses |
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Bad debt written off | ( | ) | ||||||||||
| Professional fees | ||||||||||||
| Distribution expenses | ||||||||||||
| Office expenses | ||||||||||||
| Property management expenses | ||||||||||||
| Exchange difference | ( | ) | ||||||||||
| Others | ||||||||||||
| 22. | Other income |
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Receipt of government grants | ||||||||||||
| Interest income | ||||||||||||
| Bank interest income | ||||||||||||
| Fair value adjustment* | ( | ) | ||||||||||
| Compensation received | ||||||||||||
| Others | ||||||||||||
| Total other income | ||||||||||||
| * |
| 23. | Finance costs |
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Interest on debts | ||||||||||||
| Interest on lease liabilities | ||||||||||||
| Total finance costs | ||||||||||||
F-44
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 24. | Related party transactions |
The table below sets forth the major related parties and their relationships with the Group as at the end of the reporting period:
| Name of related parties | Relationship with the Company | |
| Concorde Global I Pte Ltd | ||
| iMatrix Global Pte Ltd | ||
| Total Protection Solutions Pte Ltd | ||
| Ping Ping, Lim | ||
| Swee Kheng Chua | ||
| Jia Wei Chua |
| (a) | The principal related party balances and transactions as of and for the years ended December 31, 2025, 2024 and 2023 are as follows: |
Amount due from related parties:
| December 31, 2025 | December 31, 2024 | |||||||||
| USD | USD | |||||||||
| Total Protection Solutions Pte Ltd | (a) | |||||||||
| Current portion | ||||||||||
| Non current portion | ||||||||||
| Advance from supplier – Total Protection Solutions Pte Ltd (refer note 8) | ||||||||||
| Swee Kheng Chua | (b) | |||||||||
| Included in Trade Receivables: | ||||||||||
| Concorde Global I Pte Ltd | (c) | |||||||||
| iMatrix Global Pte Ltd | (c) | |||||||||
| Total Protection Solutions Pte Ltd | ||||||||||
| (a) |
| (b) |
| (c) |
F-45
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 24. | Related party transactions (cont.) |
Amount due to related parties:
| December 31, 2025 | December 31, 2024 | |||||||||
| USD | USD | |||||||||
| Swee Kheng Chua | (a) | |||||||||
| Included in Trade Payable | ||||||||||
| Total Protection Solutions Pte Ltd | (b) | |||||||||
| (a) | ||
| (b) |
| December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| USD | USD | USD | ||||||||||
| Subcontracting costs | ||||||||||||
| Total Protection Solution Pte Ltd | ||||||||||||
| iMatrix Global Pte Ltd | ||||||||||||
| Expenses paid on behalf – Swee Kheng Chua | ||||||||||||
| Interest income – Total Protection Solution Pte Ltd | ||||||||||||
| Loan repayment - Total Protection Solution Pte Ltd | ||||||||||||
iMatrix Global Pte Ltd and Total Protection Solution Pte Ltd provided Subcontracting service to the Group.
F-46
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 24. | Related party transactions (cont.) |
Key management personnel compensation for the year ended is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Swee Kheng Chua | ||||||||
| Sharifah Noriati Binte Said Omar* | ||||||||
| Ping Ping Lim** | ||||||||
| Terence Wing Khai Yap | ||||||||
| Sze Yin Ong | ||||||||
| Jia Wei Chua*** | ||||||||
| Total compensation | ||||||||
| * |
| ** | |
| *** |
Compensation payable to key management personnel comprises of salaries, bonus, allowances and Employer’s contribution to Central Provident Funds. In the financial year 2023, Swee Kheng Chua and Ping Ping Lim both requested for a voluntary pay cut in Concorde Security Pte Ltd.
On March 18, 2024, the Company has
further issued
Terms and conditions of transactions with related parties
There have been no guarantees
provided or received for any related party receivables or payables. For the year ended December 31, 2025, the Group has recorded USD
(2024 and 2023: USD
F-47
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 25. | Commitments and Contingent Liabilities |
As part of the Board’s ongoing regulatory compliance process, the Board continues to monitor legal and regulatory developments and their potential impact on the Company under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Management is not aware of any contingencies that may have a significant impact on the financial position of the Company.
On November 2, 2020, the
Group issued a claim against Essilor Amera Pte Ltd. (“Essilor”), via its solicitor, Central Chamber Law Corporation, for
willful termination of contract without due course. The Group was engaged by Essilor to provide security services 201 Kallang Bahru
and 215 Kallang Bahru. The Group’s service has been terminated prematurely without notice. The total amount that the Group is
claiming from Essilor is SGD
The Group is in the process to
issue a claim against C&W Services (S) Pte Ltd. (“C&W”), for non-fulfillment of contract obligations. The
Group was engaged by C&W to provide security services at various Mapletree Logistics Trust Properties from November 14,
2022 to November 13, 2029. The Group’s service has been terminated prematurely with outstanding service fee unpaid
amounting to SGD
On May 14, 2021, the Group
has issued a claim against V N Ganapathy (“Mr. Ganapathy”), via its solicitors, Edmond Pereira Law
Corporation, for refund of deposit made for purchase of commercial vehicle. The total amount claiming from the Group is SGD
On June 22, 2020, the Group
has issued a claim against Avipesh Rai (“Avipesh Rai”) via its solicitor, Central Chamber Law Corporation, for breach of
contract and employee confidentiality obligations SGD
On April 26, 2026, the Group
has issued a claim against Grocery Logistics of Singapore Pte Ltd via its solicitor, ReThink Legal, for breach of contract of SGD3,
As of December 31, 2025 and 2024,
the Company had commitments with banks and other parties for performance guarantees in favor of customers and others of approximately
USD
On March 20, 2026, a purported securities class action complaint was filed in the United States District Court for the Southern District of New York against the Company, certain of its current and/or former officers and directors, and certain third parties, including the Company’s independent registered public accounting firm and underwriters, captioned Parthasarathy Krishnamoorthy v. Concorde International Group, Ltd., et al., Civil Action No. 1:26-cv-02283 (the “Class Action”). The Class Action purports to assert claims under the U.S. federal securities laws on behalf of a putative class of investors who purchased or otherwise acquired the Company’s securities during the alleged class period. The complaint seeks, among other things, unspecified damages, interest, attorneys’ fees and other relief. The Company intends to defend the matter vigorously.
The Company has not recognized a contingent liability for this Class Action event as it does not qualify for the recognition criteria under The Company has not recognised a provision for this Class Action event as it does not meet the recognition criteria under IAS 37 – Provisions, Contingent Liabilities and Contingent Assets.
On March 24, 2026, Plaintiffs Patrick Shane Johnson, Jack Pena, and Hitesh Dev filed a putative civil class action complaint before the Supreme Court of the State of New York, New York County, captioned Patrick Shane Johnson, et al. v. Syla Technologies Co., Ltd., et al. (New York County Sup. Ct. Index No. 153671/2026). Plaintiffs, for themselves and others similarly situated, assert claims against approximately 47 issuers (including the Company), as well as a large number of underwriters and individuals. Although none of the named Plaintiffs are alleged to be current or former shareholders of the Company, Plaintiffs assert claims against the Company for violations of Sections 11 and 12 of the Securities Act of 1933 arising from alleged material misrepresentations or omissions in the Company’s registration statement or prospectus issued in connection with the Company’s initial public offering. More specifically and similar to all of the named defendants-issuers, Plaintiffs allege that the Company purportedly failed to disclose that the Company’s shares were susceptible to pump-and-dump schemes, which Plaintiffs allege purportedly occurred and which schemes were conducted by unknown individuals, of the defendants themselves. The Company has not yet been formally served with the Summons and Complaint filed in the action. Should the case proceed, the Company believes the claims asserted against it are legally defective and without merit, and the Company intends to vigorously defend the action.
Other than as disclosed above, the Group does not have any contingent liabilities as of the end of the reporting period.
As part of the Board’s ongoing regulatory compliance process, the Board continues to monitor legal and regulatory developments and their potential impact on the Group under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Management is not aware of any contingencies that may have a significant impact on the financial position of the Group.
F-48
CONCORDE INTERNATIONAL
GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 26. | Capital Management |
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and net current asset position in order to support its business and maximize shareholder value. The capital structure of the Group comprises issued share capital, additional paid in capital, merger reserve, foreign currency translation reserve and accumulated losses.
The Group manages its capital structure
and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject to any externally imposed
capital requirements. No changes were made in the objectives, policies or processes during the financial year ended December 31,
2025 and 2024.
| December 31, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Debts | ||||||||
| Less: cash and cash equivalent | ( | ) | ( | ) | ||||
| Net debt | ||||||||
| Total Owner’s equity | ||||||||
| Net gearing ratio | ||||||||
| 27. | Financial Instruments and Risk Management |
The Group’s activities expose it to a variety of financial risks from its operation. The key financial risks include liquidity risk, credit risk and market risk (including interest rate risk and foreign currency risk).
The Board of Directors review and agree policies and procedures for the management of these risks, which are executed by the management team. It is and has been throughout the current and previous financial year, the Group’s policy that no trading in derivatives for speculative purposes should be undertaken.
The following sections provide details regarding the Group’s exposure to the abovementioned financial risks and the objectives, policies, and processes for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risks.
| (a) | Credit risk |
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade receivables. For other financial assets (including cash and cash equivalents), the Group minimizes credit risk by dealing exclusively with high credit rating counterparties.
The Group has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral.
The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days, default of interest due for more than 30 days or there is significant difficulty of the counterparty.
F-49
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
| (a) | Credit risk |
To minimize credit risk, the Group has developed and maintained the Group’s credit risk gradings to categorizes exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Group’s own trading records to rate its major customers and other debtors. The Group considers available reasonable and supportive forward-looking information which includes the following indicators:
| - | Internal credit rating | |
| - | External credit rating | |
| - | Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations. | |
| - | Actual or expected significant changes in the operating results of the debtor. | |
| - | Significant increases in credit risk on other financial instruments of the same debtor | |
| - | Significant changes in the expected performance and behavior of the debtor, including changes in the payment status of debtors in the group and changes in the operating results of the debtor. |
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
The Group determined that its financial assets are credit-impaired when:
| - | There is significant difficulty of the debtor. |
| - | A breach of contract, such as a default or past due event |
| - | It is becoming probable that the debtor will enter bankruptcy or other financial reorganization. |
| - | There is a disappearance of an active market for that financial asset because of financial difficulty. |
Financial assets are written off when there is evidence indicating that the debtor is in severe financial difficulty and the debtor has no realistic prospect of recovery.
F-50
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
The Group’s current credit risk grading framework comprises the following categories:
| Category | Definition of category | Basis for recognizing expected credit loss (ECL) | ||
| I | ||||
| II | ||||
| III | ||||
| IV |
The table below details the credit quality of the Group’s financial assets, as well as maximum exposure to credit risk by credit risk rating categories:
| Gross | ||||||||||||||||
| 12-month or | carrying | Net carrying | ||||||||||||||
| Group | Note | lifetime ECL | amount | Impairment | amount | |||||||||||
| USD | USD | USD | ||||||||||||||
| December 31, 2025 | ||||||||||||||||
| Trade receivables | 9 | Lifetime ECL | ( | ) | ||||||||||||
| Other receivables | 9 | 12-month | ||||||||||||||
| Amount due from related party | 24 | 12-month | ||||||||||||||
| Cash and cash equivalents | 10 | 12-month | ||||||||||||||
| December 31, 2024 | ||||||||||||||||
| Trade receivables | 9 | 12-month | ( | ) | ||||||||||||
| Other receivables | 9 | 12-month | ||||||||||||||
| Amount due from related party | 24 | 12-month | ||||||||||||||
| Cash and cash equivalents | 10 | 12-month | ||||||||||||||
F-51
CONCORDE INTERNATIONAL
GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
| (i) | Trade and other receivables |
The Group assessed the latest performance and financial position of the counterparties, adjusted for the future outlook of the industry in which the counterparties operate in, and concluded that there has been no significant increase in the credit risk since the initial recognition of the financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined that the ECL is insignificant.
| (ii) | Cash and cash equivalents |
No expected credit losses are recognized from cash and cash equivalents arising from bank balances with financial institution because the probability of default by these financial institutions are negligible.
| (b) | Liquidity risk |
| Carrying amount | Contractual cash flow | Within 1 year | Within 2 to 5 years | After 5 years | ||||||||||||||||
| Group | USD | USD | USD | USD | USD | |||||||||||||||
| 2025 | ||||||||||||||||||||
| Financial assets | ||||||||||||||||||||
| Other financial assets | ||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||
| Amount due from related party | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related party | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Debt | ||||||||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||||||
| 2024 | ||||||||||||||||||||
| Financial assets | ||||||||||||||||||||
| Other financial assets | ||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||
| Amount due from related party | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related party | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Derivative liabilities | ||||||||||||||||||||
| Debt | ||||||||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||||||
F-52
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
| (c) | Market risk |
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
| (i) | Interest rate risk |
Interest rate risk is the risk that fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates.
The Group’s exposure to interest
rate risk arises primarily from its debt and lease liabilities.
| 2025 | 2024 | 2023 | |||||||
| Fixed rates | |||||||||
| Debts | |||||||||
| Lease liabilities |
Possible changes in interest rate are not expected to have a material impact on the result of the Group.
| (ii) | Foreign currency risk |
The Group’s monetary assets and liabilities are exposed to foreign currency risk because of its transactions where the denominations differ from its functional currency. The Group’s foreign currency exposures arise mainly from the exchange rate movements of the Singapore Dollar (“SGD”), Malaysian Ringgit (“MYR”), Great Britain Pound(“GBP”) against the U.S. dollar (“USD). The Group manages the exchange risk by monitoring the movements in exchange rate regularly.
F-53
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
The Group does not enter into any forward contracts to hedge its exposure to movements in exchange rates.
If the MYR had
strengthened/weakened by
If the GBP had
strengthened/weakened by
| 28. | Reconciliation for changes in liabilities arising from financing activities |
The table below details changes in the group’s liabilities arising from financing activities, including both cash and non-cash changes.
| Non cash changes | ||||||||||||||||||||||||||||
| January 1, 2025 | Financing cashflows | Interest charged | New leases | Fair value adjustment | Effect of changes in foreign exchange rates | December 31, 2025 | ||||||||||||||||||||||
| Debts | ( | ) | ( | ) | ||||||||||||||||||||||||
| Operating lease liabilities | ( | ) | ||||||||||||||||||||||||||
| Finance lease liabilities | ( | ) | ||||||||||||||||||||||||||
| Non cash changes | ||||||||||||||||||||||||||||
| January 1, 2024 | Financing cashflows | Interest charged | New leases | Fair value adjustment | Effect of changes in foreign exchange rates | December 31, 2024 | ||||||||||||||||||||||
| Debts | ||||||||||||||||||||||||||||
| Convertible note – host debt | ( | ) | ||||||||||||||||||||||||||
| Other financial liabilities | ||||||||||||||||||||||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
| Finance lease liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
F-54
CONCORDE INTERNATIONAL
GROUP LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 29. | Subsequent events |
The Group has evaluated all events or transactions that occurred after December 31, 2025, up through May 15, 2026. During the period, the Company did not have any material subsequent events other than disclosed below.
On January 23, 2026, the Group transferred the legal title
of a
On March 30, 2026, CSSB entered into
seven (7) separate Sale and Purchase Agreements with Premier Elite Marketing Sdn. Bhd., an independent third party, to acquire seven (7)
units of three-storey mixed commercial buildings located in Johor, Malaysia. The aggregate consideration for the seven (7) units is
On February 3,
2026, Concorde International Group Ltd. (“CIGL”) entered into an Agreement and Plan of Merger with YOOV Group Holding Limited
(“YOOV”) under the BVI Companies Act, 2004 (as revised), valuing YOOV at an equity value of US$
The transaction was completed on March
18, 2026, pursuant to the Merger Agreement and a related waiver agreement, following which YOOV became a wholly owned subsidiary of CIGL.
In connection with the closing, CIGL issued
F-55