HTLM 6-K
HomesToLife Ltd (HTLM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-42290
(Registrant’s Name)
12 Tai Seng Link, #03-01A
GRC Centre, Singapore 534233
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
HomesToLife Ltd (the “Company”) is filing this Report on Form 6-K to report its financial results for the six months ended June 30, 2026 and to discuss its recent corporate developments.
On September 30, 2026, the Company issued a press release announcing its results of operations for the six months ended June 30, 2026 and announcing the time and dial-in number for a conference call to review the financial results for the six months ended June 30, 2026, attached hereto as Exhibits 99.3.
Attached as exhibits to this Report on Form 6-K are:
| (1) | The unaudited condensed interim consolidated financial statements and related notes as Exhibit 99.1; |
| (2) | Management’s Discussion and Analysis of Financial Condition and Results of Operations as Exhibit 99.2; |
| (3) | Press release dated September 30, 2026 as Exhibit 99.3; |
| (4) | Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| 99.1 | Unaudited Condensed Consolidated Financial Statements and Related Notes for the Six Months Ended June 30, 2026 and 2025 |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 99.3 | Press release dated September 30, 2026 |
| 101.INS | XBRL Instance Document. |
| 101.SCH | XBRL Taxonomy Extension Schema Document. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HomesToLife LTD | ||
| Date: September 30, 2026 | By: | /s/ Phua Mei Ming |
| Name: | Phua Mei Ming | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| F-1 |
HOMESTOLIFE LTD AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-2 |
HOMESTOLIFE LTD AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivables, net (including receivable
from related parties of $ | ||||||||
| as of December 31, 2025 and June 30, 2026, respectively) | ||||||||
| Inventories, net | ||||||||
| Amounts due from related parties | ||||||||
| Deposit, prepayments and other receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Restricted cash, non-current | ||||||||
| Investments in equity securities | ||||||||
| Other non-current assets | ||||||||
| Deferred tax asset, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable, related parties | ||||||||
| Customer deposits | ||||||||
| Accrued liabilities and other payables | ||||||||
| Short-term borrowings | ||||||||
| Lease liabilities, current | ||||||||
| Warranty liabilities | ||||||||
| Derivatives financial instruments | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Provision for reinstatement cost | ||||||||
| Lease liabilities | ||||||||
| Total long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Ordinary share, $ par value, shares authorized, and | ||||||||
| shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-3 |
HOMESTOLIFE LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Revenues, net | ||||||||
| From third parties | $ | $ | ||||||
| From related parties | ||||||||
| Cost of goods sold | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income from operations | ||||||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Government subsidies | ||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||
| Net gain from related parties debt restructuring | ||||||||
| Professional fees on acquisition of HTL Marketing | ( | ) | ||||||
| Scrap sofa sale income | ||||||||
| Change in fair value of derivatives financial instruments | ( | ) | ||||||
| Sundry income(expense) | ||||||||
| Total other income (expense), net | ( | ) | ||||||
| Income before income taxes | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||
| NET INCOME | $ | $ | ||||||
| Other comprehensive income (loss): | ||||||||
| – Foreign currency translation adjustments | ( | ) | ||||||
| COMPREHENSIVE INCOME | $ | $ | ||||||
| Weighted average number of ordinary shares: | ||||||||
| Basic and diluted | ||||||||
| EARNINGS PER SHARE – BASIC AND DILUTED | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-4 |
HOMESTOLIFE LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Ordinary shares | Additional | Accumulated other | (Accumulated losses) | Total | ||||||||||||||||||||
No. of shares * | Amount | paid-in capital | comprehensive loss | retained earnings | shareholders’ equity | |||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Retroactive application of common control acquisition | ( | ) | ||||||||||||||||||||||
| Adjusted opening balance | ( | ) | ( | ) | ||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance as of June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Dividend | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2026 | ( | ) | ||||||||||||||||||||||
| * |
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-5 |
HOMESTOLIFE LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six Months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Allowance for obsolete inventories | ||||||||
| Written-off inventories | ( | ) | ( | ) | ||||
| Benefit for deferred income taxes | ( | ) | ( | ) | ||||
| Provision for allowance for expected credit losses | ||||||||
| Provision for warranty liabilities | ||||||||
| Provision for reinstatement cost | ||||||||
| Non-cash lease expense | ( | ) | ||||||
| Change in fair value of derivative financial instruments | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivables | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Deposit, prepayments, and other receivables | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Customer deposits | ( | ) | ||||||
| Accrued liabilities and other payables | ||||||||
| Warranty liabilities | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Repayments of short-term borrowings | ( | ) | ( | ) | ||||
| Repayments to related parties | ( | ) | ||||||
| Advances from related parties | ||||||||
| Amounts due from related parties - Reorganization and scrapping | ||||||||
| Deferred offering cost | ( | ) | ||||||
| Dividend paid to shareholders of the Company | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect on exchange rate change on cash and cash equivalents, and restricted cash | ( | ) | ||||||
| Net change in cash and cash equivalents, and restricted cash | ( | ) | ( | ) | ||||
| BEGINNING OF PERIOD | ||||||||
| END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Shares issued for common control acquisition | $ | $ | ||||||
| Related parties balances under offsetting arrangement | $ | $ | ( | ) | ||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| F-6 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 － BUSINESS OVERVIEW
HomesToLife Ltd (the “Company”, “HTLM” or the “HomesToLife Cayman”) was incorporated in the Cayman Islands with limited liability under the Companies Act on February 16, 2024.
The Company, through its subsidiaries, is principally engaged in the sale and distribution of upholstered furniture, such as, sofas, armchairs, recliners, and related accessories, with its unique design and craftsmanship, throughout a network of retail stores in Europe, North America, and Asia.
On May 19, 2025, the Company completed the acquisition of HTL Marketing Pte. Ltd. The Company and HTL Marketing Pte. Ltd. were under common control prior to the acquisition and, accordingly, the transaction was accounted for as a transfer of businesses under common control in accordance with ASC 805-50. Accordingly, the accompanying unaudited condensed consolidated financial statements have been retrospectively adjusted for the comparative period ended June 30, 2025, and presented as if the transaction had occurred at the beginning of the earliest period presented.
Description of subsidiaries incorporated and controlled by the Company, as of June 30, 2026:
| Name | Background | Ownership | ||||
| HomesToLife International Pte. Ltd. (“HIPL”) | ● | Singaporean company | ||||
| ● | Incorporated on February 22, 2024 | |||||
| ● | Issued
and outstanding ordinary shares for SGD |
|||||
| ● | Investment holding | |||||
| HomesToLife Pte. Ltd. (“HTL SG”) | ● | Singaporean company | ||||
| ● | Incorporated on September 28, 1989 | |||||
| ● | Issued
and outstanding ordinary shares for SGD |
|||||
| ● | Sale and distribution of furniture | |||||
| HTL Far East Pte. Ltd. (“HTL FE”) | ● | Singaporean company | ||||
| ● | Incorporated on October 28, 2024 | |||||
| ● | Issued
and outstanding ordinary shares for USD |
|||||
| ● | Wholesale of furniture | |||||
| HTL Marketing Pte. Ltd. (“HTL Marketing”) | ● | Singaporean company | ||||
| ● | Incorporated on December 23, 2020 | |||||
| ● | Issued
and outstanding ordinary shares for USD |
|||||
| ● | Wholesale of furniture | |||||
| New Century Furniture Pte. Ltd. (“NCFTP”) | ● | Singaporean company | ||||
| ● | Incorporated on October 05, 2020 | |||||
| ● | Issued
and outstanding ordinary shares for USD |
|||||
| ● | Investment holding | |||||
| HTL France SAS (“HTLF”) | ● | French company | ||||
| ● | Incorporated on October 30, 2014 | |||||
| ● | Issued
and outstanding ordinary shares for EUR |
|||||
| ● | Overseas sale office | |||||
| HTL ANZ PTY LTD (“HTLA”) | ● | Australian company | ||||
| ● | Incorporated on September 20, 2023 | |||||
| ● | Issued
and outstanding ordinary shares for AUD |
|||||
| ● | Overseas sale office | |||||
| HTL Korea Co., Ltd. (“HTLK”) | ● | Korean company | ||||
| ● | Incorporated on September 07, 2010 | |||||
| ● | Issued
and outstanding ordinary shares for KRW |
|||||
| ● | Sale and distribution of furniture | |||||
| Hwa Tat Lee Japan Co., Ltd. (“HTLJ”) | ● | Japanese company | ||||
| ● | Incorporated on April 03, 1996 | |||||
| ● | Issued
and outstanding ordinary shares for JPY |
|||||
| ● | Wholesale of furniture | |||||
| Terasoh Co., Ltd. (“TCL”) | ● | Japanese company | ||||
| ● | Incorporated on July 19, 1973 | |||||
| ● | Issued
and outstanding ordinary shares for JPY |
|||||
| ● | Leasing, previously sales and manufacturing of furniture | |||||
| HTL Taiwan Holding Pte. Ltd. (“HTLTW”) | ● | Singaporean company | ||||
| ● | Incorporated on April 02, 2024 | |||||
| ● | Issued
and outstanding ordinary share for SGD |
|||||
| ● | Investment holding | |||||
| HTL (UK) Limited (“HTLUK”) | ● | British company | ||||
| ● | Incorporated on October 05, 2000 | |||||
| ● | Issued
and outstanding ordinary shares for GBP |
|||||
| ● | Overseas sale office | |||||
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
NOTE 2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.
| F-7 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for the interim period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The information included in this Form 6-K should be read in conjunction with Management’s Discussion and Analysis, and the audited financial statements and notes thereto included in the Company’s Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on March 23, 2026.
Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications have no impact on net earnings and financial position.
● Principles of Consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
● Use of Estimates and Assumptions
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property, plant and equipment, impairment of long-lived assets, valuation of investments in equity securities, allowance for expected credit losses, allowance for obsolete inventories, revenue recognition, retirement plan cost, leases, warranty liabilities, provision for reinstatement cost, income tax provision, deferred taxes and uncertain tax position.
The inputs into the management’s judgments and estimates consider the Company’s critical and significant accounting estimates. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.
● Foreign Currency Transaction and Translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss.
The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The Company’s major operating subsidiaries operating in Singapore maintain its books and records in US$, with the exception of HomesToLife Pte Ltd, which keeps its books in Singapore Dollars (“SGD”) being primary currency of the economic environment in which its business is conducted. However, other operating subsidiaries operating in overseas maintain their books and records in their respective local currencies, Australian Dollars (“AUD “), Euro (“EUR”), Japanese Yen (“JPY”), South Korean Won (“KRW”) and British Pound (“GBP”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial Statement (“ASC 830”), using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed consolidated statements of changes in shareholders’ equity.
Translation of amounts has been made at the following exchange rates into US$1 for the six months ended June 30, 2025 and 2026:
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Period-end SGD:US$1 exchange rate | ||||||||
| Average SGD:US$1 exchange rate | ||||||||
| Period-end AUD:US$1 exchange rate | ||||||||
| Average AUD:US$1 exchange rate | ||||||||
| Period-end EUR:US$1 exchange rate | ||||||||
| Average EUR:US$1 exchange rate | ||||||||
| Period-end JPY:US$1 exchange rate | ||||||||
| Average JPY:US$1 exchange rate | ||||||||
| Period-end KRW:US$1 exchange rate | ||||||||
| Average KRW:US$1 exchange rate | ||||||||
| Period-end GBP:US$1 exchange rate | ||||||||
| Average GBP:US$1 exchange rate | ||||||||
The above currency exchange rates are derived from United Overseas Bank Limited as published at the above-mentioned dates.
| F-8 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Cash and Cash Equivalents
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts with banks. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.
● Restricted Cash
Restricted cash comprises deposits pledged as security for bank guarantees supporting a subsidiary’s lease arrangements and a fixed deposit maintained by another subsidiary as collateral for its merchant acquiring facility.
● Accounts Receivables
Accounts receivable due from credit card processors, as the cash proceeds from accounts receivables are received within the next 3 working days, which are recorded at the gross billing amounts, net of the fee charges by credit card processors.
Accounts receivable due from customers and related parties in export sales and leather trading, are generally received under credit terms ranging from 7 to 115 days, which are recorded at their original invoice amounts.
Account receivables are presented net of an allowance for expected credit losses. The allowance is measured in accordance with ASC 326, Financial Instruments—Credit Losses, and reflects expected losses based on a combination of individual (specific) provisions and collective (general) provisions. The Company reviews expected credit losses for accounts receivable based on assessments of the recoverability of the accounts receivable and individual account analysis, including the current creditworthiness and the past collection history of each credit card processors and customers, and current economic industry trends. For individual (specific) provisions, the Company performs individual assessment of the debtors that exhibit indicators of elevated credit risk, such as current creditworthiness, past collection history, known disputes, and other information relevant to the individual counterparty’s ability to satisfy its obligations. For collective (general) provisions, the Company evaluates receivables on a pooled basis using historical collection experience adjusted for current conditions and anticipated future economic factors. These pooled estimates incorporate aging trends, historical loss rates, industry conditions, and macroeconomic forecasts relevant to the Company’s credit exposure. Based on these analyses, management develops an estimate of the lifetime expected credit losses for the account receivables. The allowance for credit losses is recorded against accounts receivables balances, with a corresponding charge recorded in the unaudited condensed consolidated statements of operations and comprehensive income.
Account receivables are written off against the allowance when management concludes that the balance is uncollectible.
● Inventories
Inventories are finished goods for sales, such as sofas, armchairs, recliners, home accessories and other related products, which are stated at the lower of cost or net realizable value.
Cost of inventories is determined using the weighted average method or specific identification method, and includes all costs to acquire and other costs to bring the inventories to their present location and condition. The Company applies the specific identification method to inventory items, such as sofas, armchairs, recliners and customized furniture, for which individual unit costs can be directly tracked. Although products may be similar in design, each purchase batch is tracked separately due to differences in acquisition costs. Cost of goods sold is recognized based on the actual cost of the specific batch from which the item is sold. For other inventory items that are interchangeable in nature and not tracked by batch, such as home accessories and other related products, the Company uses the weighted average method. The Company takes ownership, risks, and rewards of the products purchased.
Inventories are written down to estimated net realizable value, which could be impacted by certain factors including historical usage, expected demand, anticipated sales price, and other factors. The Company continuously evaluates the recoverability of the Company’s inventories, and inventory provisions are recorded in the unaudited condensed consolidated statements of operations and comprehensive income.
| F-9 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Property, Plant and Equipment
Freehold land has an unlimited useful life and therefore is not depreciated.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values (in accordance with local regulatory requirements):
| Expected useful life | ||||
| Leasehold improvements | ||||
| Leasehold properties | ||||
| Buildings | ||||
| Office equipment | ||||
| Furniture and fittings | ||||
| Motor vehicles |
Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
● Investment in Equity Securities
The Company accounts for equity securities without a readily determinable fair value under the measurement alternative prescribed by ASC 321, Investments - Equity Securities. Such investments are initially recorded at cost, including transaction costs, and are subsequently measured at cost, less impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.
The Company evaluates the investment for impairment at each reporting period, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. If the Company determines that the fair value of the investment is less than its carrying amount and the decline in value is considered to be other than temporary, the carrying amount of the investment is written down to its fair value, with the impairment loss recognized in earnings.
On
January 15, 2026, the Company acquired a
● Impairment of Long-Lived Assets
In
accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property,
plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of
the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets
exceed the fair value of the assets.
● Revenue Recognition
The Company receives revenue from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
| F-10 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The major portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows, by business segments:
Retail Sales
The Company typically enters into a sale contract with its customers at the retail outlets in Singapore and South Korea, where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with separate sales rebate, discount, or other incentive and right of return exists on sales of merchandise. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes gross product revenue at a point in time when the control of products or services is transferred to customers.
The retail outlets will invoice the sale of products, and the revenue is recognized upon shipment or when the control of products is transferred to customers, which is the point at which the Company has satisfied its performance obligation. Payments received as deposits for the purchase orders made by the customers are recognized as customer deposits and included in current liabilities on the unaudited condensed consolidated balance sheets. Customer deposits are recognized as revenue when control over the ordered furniture is transferred to and accepted by the customer.
For the franchisee business in South Korea, the Company signs franchise agreements with qualified franchisees, which clearly stipulate the scope of authorized product sales, brand usage standards, supply terms, and payment conditions. Under this model, the Company’s performance obligation mainly involves providing qualified products to franchisees and offering necessary operational support, such as brand guidance, marketing assistance. Revenue is recognized when the control of products is transferred to franchisees (usually upon delivery and acceptance), as there is no subsequent right of return or price adjustment clause in the standard franchise agreement.
All revenues are reported net of any sales discounts or taxes. Refunds and returns, which are minimal, are recorded as a reduction of revenue.
In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. In general, the Company controls the products as it has the obligation to (i) fulfil the products delivery and (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery of resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements. The Company believes that all these factors indicate that the Company is acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis.
Export Sales and Leather Trading
The Company’s export sales revenue and leather trading revenue are principally derived from the sale of products, including upholstered sofas, and sale of leather materials, to corporate customers in overseas. Revenue is recognized at the point in time when the performance obligation has been satisfied and control of the products have been transferred to the customers, which generally occurs when the goods are delivered to the customer and all criteria for acceptance have been satisfied.
Generally, the Company enters into order confirmation with its customers which specify the rights of the parties, including product specifications, shipment term and payment terms and sales prices to the customers are fixed. The performance obligations in a given transaction are determined by the individual order confirmation with revenue recognized at the time that the performance obligations have been satisfied. All revenues are recognized based on the price specified in the order confirmation, net of any sales discounts or taxes. Refunds and returns, which are minimal, are recorded as a reduction of revenue.
The summary of sales tax rate (including value added tax and goods and service tax) by the governing countries is as follows:-
| Sales tax rate | ||||||||
| Jurisdiction | 2025 | 1H2026 | ||||||
| France | % | % | ||||||
| Australia | % | % | ||||||
| South Korea | % | % | ||||||
| Japan | % | % | ||||||
| United Kingdom | % | % | ||||||
| Singapore | % | % | ||||||
Product Return Policies
Among these segments, the Company only accepts the return of products that are defective or non-conforming due to defects in manufacturing and/or workmanship.
For retail business, the Company only accepts the return of products that are defective or non-conforming due to defects in manufacturing and/or workmanship within 3 to 14 days upon the receipt of products by the customers.
For export business, the Company does not accept product returns and instead provides a five-year warranty covering defects in manufacturing and/or workmanship.
The Company’s obligation to provide a refund for products that are defective or non-conforming due to defects in manufacturing and/or workmanship is recognized as a provision for warranty liabilities. Refer to “Warranty Liabilities” for disclosure of warranty liabilities.
Disaggregation of Revenue
The Company has disaggregated its net revenue from contracts with customers into categories based on business segments, as follows:
| Six months ended June 30, | ||||||||||
| Product sales, by business segments: | Point of recognition | 2025 | 2026 | |||||||
| Export sales | At a point in time | $ | $ | |||||||
| Retail sales | At a point in time | |||||||||
| Leather trading | At a point in time | |||||||||
| Total | $ | $ | ||||||||
| F-11 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Cost of Goods Sold
Cost of goods sold primarily consists of purchase costs of merchandizes from the vendors, inbound shipping and fulfilment costs necessary to bring inventory to its present location and condition, and inventory write-downs, which consist of allowance for obsolete and slow-moving inventories.
● Sales and distribution expenses
Sales and distribution expenses consist primarily of ocean freights, outwards land transports, salaries of our sales persons, sales commissions, and warranty expenses.
● General and administrative expenses
General
and administrative expenses consist primarily of salaries of our office staff, depreciation of right-of-use assets of our office, professional
fees, and traveling expenses. During the six months ended June 30, 2026, listing expenses of $
● Advertising Costs
The
Company recognizes advertising costs as incurred. Advertising costs for the six months ended June 30, 2025 and 2026 were $
● Shipping and Fulfilment Costs
Shipping and fulfilment costs incurred to deliver the products from the warehouse to the customers and recorded in sales and distribution expenses in the unaudited condensed consolidated statements of operations and comprehensive income.
For
the six months ended June 30, 2025 and 2026, the aggregate shipping and fulfilment costs were $
● Listing expenses
Listing expenses consist primarily of audit fees, statutory and legal expenses, and insurance expenses.
● Comprehensive Income (Loss)
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income (loss), as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income (loss) is not included in the computation of income tax expense or benefit.
● Segment Reporting
ASC Topic 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.
The
Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer, who has determined that it operates
in
The CODM evaluates the performance of each segment based on the regularly reviewed net sales, gross profit and income from operations (excluding intercompany charges) of the segment. The CODM uses net sales, gross profit and income from operations when evaluating each segment during the budget and forecasting processes. The CODM considers actual-to-budget variances for both profit measures when assessing segment performance and making decisions about the allocation of operating and capital resources to each segment. General corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments.
● Retirement Plan Costs
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income as the related employee services are provided.
● Leases
The Company adopts the Financial Accounting Standards Board (“FASB”) ASU 2016-02 “Leases (Topic 842).” for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the unaudited condensed consolidated balance sheets. The Company does not have any finance lease for all periods presented.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. For operating leases, lease expense for lease payments is recognized on a straight-line basis over the lease term.
All of the Company’s real estate leases with recognized lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) are classified as operating leases. The Company has elected to not separate lease and non-lease components for property leases and account for them as one single lease component.
● Warranty Liabilities
The
Company offers a product warranty to its customers for repairs and replacements, generally twelve (
Warranty
expense was $
● Provision for Reinstatement Cost
Provisions
for the costs to reinstate leased properties to their original condition, as required by the terms and conditions of the leases, are
recognized at the date of inception of the leases at the Company’s best estimate of the expenditure that would be required to reinstate
the leased properties. Estimates are regularly reviewed and adjusted as appropriate for new circumstances. The provision for reinstatement
costs will be expected to be materialized in
During
the six months ended June 30, 2025 and 2026, the Company made provision for reinstatement cost of $
| F-12 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Income Taxes
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For
the six months ended June 30, 2025 and 2026, the Company did
The Company is subject to income tax in both local and foreign jurisdictions. In connection with its business activities, the Company files tax returns that are subject to examination by the applicable tax authorities.
The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share (“ASC 260”). ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g. convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
● Related Parties
The Company follows the ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. However, disclosure of transactions that are eliminated in the preparation of unaudited condensed consolidated financial statements is not required in those statements.
| F-13 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
● Commitments and Contingencies
The Company follows the ASC Topic 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
● Fair Value Measurement
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
| ● | Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and |
| ● | Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The Company does not have any non-financial assets or liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis.
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, amounts due from related parties, deposit, prepayments and other receivables, Investments in equity securities, accounts payable, accrued liabilities and other payables and amounts due to related parties. As at December 31, 2025 and June 30, 2026, the carrying value of these financial instruments approximate at their fair values because of the short-term nature of these financial instruments, except investments in equity securities.
The Company measures its derivative financial instruments at fair value on a recurring basis.
● Reclassifications
Certain reclassifications and adjustments have been made to the prior period’s financial statements to conform to the current period’s presentation and to ensure consistency throughout the financial statements.
● Recently Issued Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Recently adopted accounting pronouncements
In July 2025, the FASB issued 2025-05 to improve the measurement of credit losses for accounts receivable and contract assets. The guidance provides a practical expedient for all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. The update aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025. The Company adopted this standard effective January 1, 2026.
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to consolidated financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standards on its consolidated financial statements which is expected to result in enhanced disclosures.
In December 2025, the FASB issued ASU 2025-11 to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Management is currently evaluating the effects impact that the adoption of this update may have on its financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The amendments are intended to better align hedge accounting with an entity’s risk management activities and simplify certain aspects of the hedge accounting guidance. The amendments address, among other matters, the assessment of similar risk exposures for groups of forecasted transactions in cash flow hedges, hedging of interest payments on certain choose-your-rate debt instruments, cash flow hedges of forecasted nonfinancial transactions, the use of certain net written options as hedging instruments, and certain hedging relationships involving foreign-currency-denominated debts. The amendments are effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those fiscal years. Early adoption is permitted. The amendments are generally required to be applied prospectively, with certain transition elections available for existing hedging relationships. Management does not expect the adoption of this new standard to have a material impact on its financial statements, as the Company does not apply hedge accounting.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments make various technical corrections, clarifications, and other improvements to the FASB Accounting Standards Codification across multiple Topics. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption permitted, including adoption of individual amendments on an issue-by-issue basis. Management does not expect the adoption of amendments to have a material impact on its financial statements.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the unaudited condensed consolidated and combined balance sheets, statements of operations and cash flows.
| F-14 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 3 －SEGMENT INFORMATION
The
Company manages its operations under
The Company organizes its business segments based on the nature of products and services offered, and the economic characteristics of each segment.
Following is a brief description of the activities of the Company’s business segments.
Retail
The Retail segment of the Company includes the results of operations of HTL SG and HTLK. These entities share characteristics such as the end customers being individual consumers, and sales being more focused on product sales in Singapore and South Korea. For Singapore’s retail sales, it has digital platform sales. For South Korea’s retail business, it further encompasses two specific models: franchisee business and department sales, which supplement the direct retail operations and expand the reach to local consumers.
Export Sales
The Export Sales segment of the Company includes the results of operations of HTL FE, HTLF, HTLA, HTLJ, HTLUK, and HTL Marketing in relation to export sales. These entities share similar characteristics such as customers being businesses and being primarily product-related businesses.
Leather Trading
The Leather Trading segment of the Company includes the results of operations of HTL Marketing in relation to leather trading. These entities share characteristics such as the end customers being corporate customers, and sales being more focused on leather materials.
Selected Financial Data by Business Segment
Net sales and operating profit of the Company’s business segments exclude intersegment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. The Company’s CEO serves as the CODM and is responsible for reviewing segment performance and making decisions regarding resource allocation. The Company’s CODM evaluates each segment’s performance based on metrics such as net sales, operating profit, and other key financial indicators, guiding strategic decisions to align with company-wide goals.
Summary Operating Results
The operating results of each business segment were as follows:
| Six months ended June 30, 2025 | ||||||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Corporate and unallocated | Total | ||||||||||||||||
| Revenues, net | ||||||||||||||||||||
| From third party | $ | $ | $ | $ | $ | |||||||||||||||
| From related parties | ||||||||||||||||||||
| Cost of goods sold | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross profit | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||||||
| Government subsidies | ||||||||||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||||||||||
| Net gain from related parties debt restructuring | ||||||||||||||||||||
| Professional fees on acquisition of HTL Marketing | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Scrap sofa sale income | ||||||||||||||||||||
| Sundry income (expense) | ( | ) | ||||||||||||||||||
| Change in fair value of derivatives financial Instruments | ( | ) | ( | ) | ||||||||||||||||
| Total other income (expenses), net | ( | ) | ( | ) | ||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Segment income (loss) | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||
| F-15 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six months ended June 30, 2026 | ||||||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Corporate and unallocated | Total | ||||||||||||||||
| Revenues, net | ||||||||||||||||||||
| From third party | $ | $ | $ | $ | $ | |||||||||||||||
| From related parties | ||||||||||||||||||||
| Cost of goods sold | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross profit | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Sales and distribution expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||||||
| Other income (expenses): | ||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Interest income | ||||||||||||||||||||
| Government subsidies | ||||||||||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Scrap sofa sale income | ||||||||||||||||||||
| Change in fair value of derivatives financial Instruments | ||||||||||||||||||||
| Sundry income (expense) | ( | ) | ||||||||||||||||||
| Total other income (expenses), net | ( | ) | ( | ) | ||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Segment income (loss) | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||
By geographic regions:
| Six months ended June 30, 2025 | ||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Total | |||||||||||||
| Asia Pacific | $ | $ | $ | $ | ||||||||||||
| Europe | ||||||||||||||||
| North America | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
By geographic regions:
| Six months ended June 30, 2026 | ||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Total | |||||||||||||
| Asia Pacific | $ | $ | $ | $ | ||||||||||||
| Europe | ||||||||||||||||
| North America | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The following tables present the summary of identifiable long-lived assets as of December 31, 2025 and June 30, 2026:
| As of December 31, 2025 | ||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Total | |||||||||||||
| Property, plant and | ||||||||||||||||
| equipment, net | ||||||||||||||||
| Right-of-use assets, net | ||||||||||||||||
| F-16 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of June 30, 2026 | ||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Total | |||||||||||||
| Property, plant and | ||||||||||||||||
| equipment, net | ||||||||||||||||
| Right-of-use assets, net | ||||||||||||||||
NOTE 4 －ACCOUNTS RECEIVABLES, NET
Accounts receivable, net consists of the following:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Accounts receivable | $ | $ | ||||||
| Accounts receivable, related parties | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The following table presents the activities in the allowance for expected credit losses:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Balance at beginning of year/period | $ | $ | ||||||
| Allowance for expected credit losses | ||||||||
| Balance at end of year/period | $ | $ | ||||||
The Company generally conducts its business with creditworthy third parties in export sales and leather trading, by offering the credit terms ranging from 7 to 115 days. The Company determines, on a continuing basis, the probable losses and an allowance of expected credit loss, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivables are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
For
the six months ended June 30, 2025 and 2026, the Company evaluated the probable losses on accounts receivable and recorded the provision
for allowance for expected credit losses of $
NOTE 5 － INVENTORIES, NET
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Inventories at warehouse | $ | $ | ||||||
| Inventories at showroom | ||||||||
| Less: allowance for obsolete inventories | ( | ) | ( | ) | ||||
| Goods in transit | ||||||||
| Inventory at subcontractor | ||||||||
| Total | $ | $ | ||||||
For
the six months ended June 30, 2025 and 2026, the Company evaluated the probable losses on inventories and recorded the provision for
allowance for obsolete inventories of $
| F-17 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 6 － PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consisted of the following:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| At cost: | ||||||||
| Leasehold improvements | $ | $ | ||||||
| Leasehold properties | ||||||||
| Freehold land | ||||||||
| Freehold buildings | ||||||||
| Office equipment | ||||||||
| Furniture and fixtures | ||||||||
| Motor vehicles | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2025 and 2026 were $
NOTE 7 － SHORT-TERM BORROWINGS
Short-term borrowings comprised of the following:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Bank borrowings, secured | ||||||||
| - Trade financing loans | $ | $ | ||||||
HTL
Marketing obtained the trade financing revolving and factoring facilities among various financial institutions in Singapore, in the aggregate
principal amount of up to $
The loans contain financial covenants requiring HTL Marketing to maintain defined financial ratios throughout the term of the facilities. HTL Marketing evaluated compliance with these covenants and determined that HTL Marketing was in compliance with all such requirements as of the reporting date.
These
banking facilities are secured by an irrevocable corporate guarantee provided by one of the Company’s major shareholders, Golden
Hill Capital Pte. Ltd. with a maximum aggregate amount of $
NOTE 8 － LEASES
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
The
Company has entered into commercial operating leases with various third parties for the use of offices, retail stores and warehouses
in various countries. These leases have original terms exceeding
Supplemental balance sheet information related to operating leases was as follows:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Operating lease: | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
| Lease liabilities: | ||||||||
| Current lease liabilities | $ | $ | ||||||
| Non-current lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
| F-18 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
A summary of operating lease expenses recognized in the Company’s consolidated statements of operations and comprehensive income is as follows:
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Amortization of right-of-use assets | $ | $ | ||||||
| Interest of lease liabilities | ||||||||
| Total operating lease expenses | $ | $ | ||||||
Other supplemental information about the Company’s operating leases as of:
| December 31, 2025 | June 30, 2026 | |||||||
| Weighted average discount rate | ||||||||
| Weighted average remaining lease term (years) |
Operating lease commitments:
The following table summarizes the future minimum lease payments due under the Company’s operating leases as of June 30, 2026:
| For the year ending December 31, | Amounts | |||
| 2026 (six months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Future minimum lease payments | $ | |||
NOTE 9 －DERIVATIVES FINANCIAL INSTRUMENTS
The Company enters into foreign currency derivative contracts to economically hedge the exposure to foreign currency fluctuations associated with the forecasted sale and purchase of inventories, the foreign exchange risk associated with certain receivables denominated in foreign currencies and certain future commitments for foreign expenditures.
Contracts to buy or sell a non-financial item that can be settled net in cash are accounted for as financial instruments, with the exception of those contracts that were entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with the Company’s expected purchase, sale or usage requirements.
Instruments are typically entered into to align with the timing and amount of underlying exposures, generally with maturities of 1 to 12 months. The Company does not apply hedge accounting under ASC 815 to these instruments. All the foreign currency derivative contracts are recognized at fair value on the unaudited condensed consolidated balance sheets with the changes in fair value recognized in the unaudited condensed consolidated statements of operations and comprehensive income as “change in fair value of derivatives financial instruments”. Derivative financial instruments assets and liabilities are presented as current or non-current based on the expected settlement date.
Foreign currency derivative contracts are measured using quoted forward currency rates at the balance sheet date. These instruments are classified as Level 2 within the fair value hierarchy. There was no transfers between levels during the periods presented.
The
foreign currency forward contracts are recorded at fair value of $
| F-19 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 10 － SHAREHOLDERS’ EQUITY
Ordinary Shares
The Company was established under the laws of Cayman Islands on February 16, 2024 with the authorized share of Ordinary Shares.
On August 22, 2025, the Company increased authorized shares from to shares of ordinary share, with a par value of $ per share.
The Company is authorized to issue class of ordinary share.
On
May 5, 2025, the Company entered into the Sale and Purchase Agreement with New Century to acquire
The Company and HTL Marketing are controlled by common shareholders prior to this acquisition. Hence, this acquisition was accounted for as common control acquisition in accordance with ASC 805-50-45-5. Under the guidance, the current corporate structure has been retroactively presented in prior periods as if such structure existed as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements.
As of June 30, 2026 and December 31, 2025, shares of ordinary share were issued and outstanding.
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Numerator: | ||||||||
| Net income attributable to the Company’s shareholders | $ | $ | ||||||
| Denominator: | ||||||||
| Weighted average ordinary shares outstanding - Basic and diluted* | ||||||||
| Net income per share | ||||||||
| Basic and diluted | $ | $ | ||||||
| * |
NOTE 12 － INCOME TAX EXPENSE
The components of the provision for income tax expense were as follows:
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Current income tax | $ | $ | ||||||
| Deferred income tax benefit | ( | ) | ( | ) | ||||
| Income tax expense | $ | $ | ||||||
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company is subject to taxes in the jurisdictions in which it operates, as follows:
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
| F-20 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
The summary of effective income tax rates by the governing countries is as follows:-
| Jurisdiction | Income Tax Rate | |||||||
| 2025 | 2026 | |||||||
| France | % | % | ||||||
| Australia | % | % | ||||||
| South Korea | % | % | ||||||
| Japan | % | % | ||||||
| United Kingdom | % | % | ||||||
| Singapore | % | % | ||||||
The
reconciliation of the actual income taxes to the amount of tax computed by the applying tax rate (
| Six months ended June 30, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| Income tax expense at statutory tax rate | $ | % | $ | % | ||||||||||||
| Effect of differences between statutory tax rates and foreign effective tax rates (i) | % | % | ||||||||||||||
| Income not subject to taxes | ( | ) | ( | )% | ( | ) | % | |||||||||
| Expenses not subject to tax deduction | % | % | ||||||||||||||
| Utilization of Previously Unrecognized Tax Losses | - | ( | ) | % | ||||||||||||
| Net operating losses | % | % | ||||||||||||||
| Other tax adjustments | % | ( | ) | % | ||||||||||||
| Income tax expense and effective income tax rate | $ | % | $ | % | ||||||||||||
| (i) |
As of June 30, 2026, the cumulative net operating losses which can be carried forward to offset future taxable income are as follows:
| Tax regimes of the country | Expiration date | Amount | ||||
| Singapore | Indefinite | $ | ||||
| United Kingdom | Indefinite | |||||
| Japan | ||||||
| South Korea | ||||||
| Total | $ | |||||
These cumulative net operating losses can be carried forward to offset future taxable income, subject to the statutory requirements applicable to the operations in their respective countries of incorporations.
Uncertain tax positions
The
Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measures the unrecognized benefits associated with the tax positions. As of December 31, 2025 and June 30, 2026, the Company did
not have any significant unrecognized uncertain tax positions. The Company did
The Company remains subject to examination by the respective governing authorities on its tax returns for the tax periods of 2025.
| F-21 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 13 － RELATED PARTY BALANCES AND TRANSACTIONS
Nature of relationships with related parties:
| Name of related party | Relationship with the Company | |
| New Century International Homes Pte. Ltd. | ||
| Golden Hill Capital Pte. Ltd. (“GHC”) | ||
| Golden Hill Capital Ltd. | ||
| Gruppo 8 S.R.L. | ||
| H.T.L. Furniture, Inc. | ||
| Corium Italia S.R.L. | ||
| HTL Global Pte. Ltd. | ||
| New Century Trading (India) Private Limited | ||
| HTL Furniture (China) Co., Ltd. | ||
| HTL Furniture (Changshu) Co., Ltd. | ||
| HTL Furniture (Kunshan) Co., Ltd. | ||
| HTL Furniture (Yangzhou) Co., Ltd. | ||
| HTL Furniture (Huaian) Co., Ltd. | ||
| HTL Furniture Vietnam Company Limited. | ||
| HTL Product Design (Kunshan) Co., Ltd. | ||
| HTL Import/Export Trading (Kunshan) Co., Ltd. | ||
| New Century Sofa India Private Limited | ||
| Trends Leather (Yangzhou) Co., Ltd. | ||
| HTL Middle East Furniture LLC | ||
| New Century Overseas Investments Pte. Ltd. | ||
| New Century Home Pte. Ltd. |
Related party balances consisted of the following:
| As of | |||||||||||
| Name | Nature | December 31,2025 | June 30,2026 | ||||||||
| Gruppo 8 S.R.L. | Accounts receivable – related parties | (a) | $ | $ | |||||||
| Corium Italia S.R.L. | Accounts receivable – related parties | (a) | |||||||||
| Trends Leather (Yangzhou) Co., Ltd. | Accounts receivable – related parties | (a) | |||||||||
| $ | $ | ||||||||||
| HTL Global Pte. Ltd. | Amount due from related party | (b) | $ | $ | |||||||
| New Century International Homes Pte. Ltd. | Amount due from related party | (b) | |||||||||
| Golden Hill Capital Pte. Ltd. | Amount due from related party | (b) | |||||||||
| $ | $ | ||||||||||
| HTL Furniture (China) Co., Ltd. | Accounts payable – related parties | (c) | $ | $ | |||||||
| HTL Furniture (Changshu) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| HTL Furniture (Kunshan) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| HTL Furniture (Huaian) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| HTL Import/Export Trading (Kunshan) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| HTL Furniture Vietnam Company Limited. | Accounts payable – related parties | (c) | |||||||||
| HTL Furniture (Yangzhou) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| HTL Product Design (Kunshan) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| HTL Middle East Furniture LLC | Accounts payable – related parties | (c) | |||||||||
| Corium Italia S.R.L. | Accounts payable – related parties | (c) | |||||||||
| Gruppo 8 S.R.L. | Accounts payable – related parties | (c) | |||||||||
| New Century Trading (India) Private Limited | Accounts payable – related parties | (c) | |||||||||
| New Century Sofa India Private Limited | Accounts payable – related parties | (c) | |||||||||
| Trends Leather (Yangzhou) Co., Ltd. | Accounts payable – related parties | (c) | |||||||||
| $ | $ | ||||||||||
| (a) | |
| (b) | |
| (c) |
| F-22 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
On May 5, 2025, HTL Marketing and certain related parties entered a deed of global settlement involving debt restructuring under the corporate reorganization exercise (“2025 Global Settlement Deed”). On June 30, 2026, the Company and GHC entered another deed of global settlement to establish a framework for the settlement of all receivables and payables between the Company and GHC Group on an ongoing basis for financial quarters from 2Q2026 onwards (“2026 Global Settlement Deed”).
As
of December 31, 2025, the net balance of accounts receivable, related parties, accounts payable, related parties, and amounts due from
related parties were $
As
of June 30, 2026, the net balance of accounts receivable, related parties, accounts payable, related parties, and amounts due from related
parties were , $
In the ordinary course of business, during the six months ended June 30, 2025 and 2026, the Company has involved with transactions, either at cost or current market prices and on normal commercial terms among related parties. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related):
| F-23 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six months ended June 30, | ||||||||||
| Name of related parties | Nature | 2025 | 2026 | |||||||
| H.T.L. Furniture, Inc. | Sale of Sofa | $ | $ | |||||||
| New Century Trading (India) Private Limited | Sale of Sofa | |||||||||
| Trends Leather (Yangzhou) Co., Ltd. | Sale of leather | |||||||||
| $ | $ | |||||||||
| Gruppo 8 S.R.L. | Purchase of goods | |||||||||
| HTL Furniture (Huaian) Co., Ltd. | Purchase of goods | |||||||||
| HTL Furniture (Changshu) Co., Ltd. | Purchase of goods | |||||||||
| HTL Furniture (China) Co., Ltd. | Purchase of goods | |||||||||
| HTL Furniture (Kunshan) Co., Ltd. | Purchase of goods | |||||||||
| HTL Furniture Vietnam Company Limited. | Purchase of goods | |||||||||
| HTL Import/Export Trading (Kunshan) Co. Ltd. | Purchase of goods | |||||||||
| New Century Sofa India Private Limited | Purchase of goods | |||||||||
| Trends Leather (Yangzhou) Co., Ltd. | Purchase of sample leather | |||||||||
| $ | $ | |||||||||
| Gruppo 8 S.R.L. | Commission income | |||||||||
| HTL Global Pte. Ltd. | Commission income | |||||||||
| $ | $ | |||||||||
| H.T.L. Furniture, Inc. | Commission expense | $ | $ | |||||||
| New Century Trading (India) Private Limited | Commission expense | |||||||||
| H.T.L. Furniture Inc. | Service fee | |||||||||
| $ | $ | |||||||||
| HTL Product Design (Kunshan) Co., Ltd. | Professional fee | $ | $ | |||||||
| HTL Import/Export Trading (Kunshan) Co., Ltd. | Professional fee | $ | $ | |||||||
| HTL Furniture (Yangzhou) Co., Ltd. | Professional fee | $ | $ | |||||||
| $ | $ | |||||||||
| HTL Global Pte. Ltd. | Recharge of costs | $ | $ | |||||||
| HTL Middle East Furniture LLC | Recharge of costs | $ | $ | |||||||
| New Century Trading (India) Private Limited | Recharge of costs | $ | $ | |||||||
| $ | $ | |||||||||
| H.T.L. Furniture, Inc. | Showroom expense | $ | $ | |||||||
| New Century International Homes Pte Ltd | Office rental income | $ | $ | |||||||
| New Century Trading (India) Private Limited | Ocean Freight recharge | $ | ( | ) | $ | |||||
| H.T.L. Furniture, Inc. | Customers’ Claims | $ | $ | |||||||
| HTL Global Pte. Ltd. | Management fees | $ | $ | |||||||
| H.T.L. Furniture, Inc. | Management fees | |||||||||
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
| F-24 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
Corporate guarantee from GHC
As
of December 31, 2025 and June 30, 2026, GHC provided an irrevocable corporate guarantee with a maximum aggregate amount of $
NOTE 14 － CONCENTRATIONS OF RISKS
The Company is exposed to the following concentrations of risks:
(a) Major customers
For the six months ended June 30, 2025 and 2026, the customers who accounted for more than 10% of the Company’s total revenues are presented as follows:
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Customer A | % | % | ||||||
As of December 31, 2025 and June 30, 2026, accounts receivable due from these customers which accounted for more than 10% of the total consolidated accounts receivable, respectively are presented as follows:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Customer A | % | % | ||||||
| F-25 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(b) Major vendors
For the six months ended June 30, 2025 and 2026, the vendors, being related parties, who accounted for 10% or more of the Company’s purchases and its outstanding payable balances at period-end dates, are presented as follows:
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Vendor A, related party | % | % | ||||||
| Vendor B, related party | % | % | ||||||
| Vendor C, related party | % | % | ||||||
| Vendor D, related party | % | % | ||||||
As of December 31, 2025 and June 30, 2026, accounts payable due to these vendors which accounted for more than 10% of the total consolidated accounts payable, respectively are presented as follows:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Vendor A, related party | % | % | ||||||
| Vendor B, related party | % | % | ||||||
| Vendor C, related party | % | % | ||||||
| Vendor D, related party | % | % | ||||||
The major vendors of the Company are located in China.
(c) Credit risk
Financial instruments that potentially subject the Company to credit risk consist of cash, cash equivalents and restricted cash. The Company places its cash with high credit quality institutions in Singapore and other countries, the composition and maturities of which are regularly monitored by the management. At times, cash amounts may be in excess of the Singapore Deposit Protection Board and other countries insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
The Company is also exposed to risk from its accounts receivable and advances to vendors. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
(d) Foreign exchange risk
The Company has significant exposure to exchange rate fluctuations, both due to translation and transaction exposures. Translation exposures arise from measuring income statements of foreign subsidiaries with functional currencies other than the U.S. dollar. Transaction exposures involve impact from (i) input costs that are denominated in currencies other than the local reporting currency and (ii) revaluation of working capital balances denominated in currencies other than the functional currency. The Company leverages its diversified portfolio of exposures as a natural hedge. In certain cases, the Company enters into non-qualifying foreign currency contracts to hedge certain balance sheet items subject to revaluation. The change in fair value of these instruments and the underlying exposure are both immediately recognized in earnings, substantially offsetting the foreign currency mark-to-market impact of the related exposure.
The management monitors its foreign currency exposures on an ongoing basis. The Company enters into foreign currency forward contracts from time to time to economically manage its exposure to foreign exchange fluctuations. These contracts are not designated as hedging instruments under ASC 815 (see Note 9).
(e) Interest rate risk
The Company is exposed to interest rate risk primarily relating to the fixed-rate trading financing and factoring facility. The Company has not used any derivative instruments to mitigate its exposure associated with interest rate risk. However, the management monitors interest rate exposure and will consider other necessary actions when significant interest rate exposure is anticipated.
(f) Global economic and political risk
The Company’s products are sold in numerous countries worldwide and as a result, the Company is exposed to global macroeconomic factors, geopolitical tensions and government policies. The Company is also exposed to various risks due to economic, political and social instabilities, market volatility, natural disasters, debt and credit issues, currency controls, new or increased tariffs, foreign exchange and interest rate changes. These risks can negatively impact the Company’s net revenues, net earnings and cash flows.
NOTE 15－ COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.
As of December 31, 2025 and June 30, 2026, the Company did not have any significant commitments and contingencies involved.
NOTE 16－ SUBSEQUENT EVENTS
In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were available to be issued.
The Company remains in progress with its proposed secondary listing (“Proposed Secondary Listing”) on the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Proposed Secondary Listing remains subject to regulatory review and approval, and if approved, the fulfilment of certain conditions and other applicable listing requirements.
| F-26 |
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
HomesToLife Ltd (“we,” “us,” “our,” “HomesToLife Cayman,” or the “Company”) was incorporated as an exempted company with limited liability under the laws of Cayman Islands in the Cayman Islands on February 16, 2024 and has been listed on the Nasdaq Capital Market since 1 October 2024 under the stock code “HTLM”. It is a global furniture company headquartered in Singapore. Leveraging 50 years of heritage built by its founders, the Company combines wholesale distribution, consumer retail, and sourcing capabilities, supported by a diversified sourcing and supplier network across China, Vietnam and India. It operates through three core business divisions: (i) export division for supplying furniture to wholesale customers such as retailers and distributors worldwide, (ii) leather trading division and (iii) retail division with direct retail operations in Singapore and South Korea. Across these business divisions, the Company operates an integrated supply chain model that encompasses product design and development, sourcing from the Company’s manufacturing partners, and the coordination of logistics and distribution channels. This operating model enables the Company to translate designs into production-ready products efficiently, supporting both branded and white-label offerings, and allows the Company to deliver scale and consistency across multiple markets. The Company is fast expanding across Europe, Asia-Pacific, and North America, leveraging an integrated supply chain model and a global presence to deliver scale and consistency across multiple markets.
Recent business development
We aim to strengthen our position as a leading global platform for the design, sourcing, distribution and retail of premium upholstered furniture, while delivering sustainable growth across our export, leather trading and retail divisions. Going forward, we also plan to expand the Company’s presence to new markets in Asia-Pacific. We hope to achieve this through our strategies and future plans below:
| ● | Strengthen our brand positioning and marketing capabilities | |
| ● | Deepen and grow our export and wholesale channels in existing and new markets | |
| ● | Strategic expansion of our retail presence in Singapore, South Korea and overseas | |
| ● | Investment in design innovation and product development capabilities and collaborating with designers and technology partners |
Forward-looking information
Certain statements in this report constitute forward-looking statements. Some of these statements can be identified by forward-looking terms such as “aim”, “expect”, “believe”, “plan”, “intend”, “estimate”, “anticipate”, “may”, “will” and “could” or similar words or phrases or the negative of these terms or other similar expressions intended to identify statements about the future. However, please note that these words are not the exclusive means of identifying forward-looking statements. All statements other than statements of historical facts included here, including those regarding our financial position and results, business strategies, plans and objectives of management for future operations (including development plans and dividends), are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future. In addition, their inclusion shall not be regarded as a representation or warranty by our Company that the plans and objectives of our Group will be achieved. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
RESULTS OF OPERATIONS
The following table shows our Consolidated Statement of Operations data for the six-month periods ended June 30, 2025, and 2026 in USD. For further information regarding the results of our operations, see our interim unaudited condensed consolidated financial statements appearing elsewhere in this report.
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Revenues, net | ||||||||
| From third parties | $ | 170,117,861 | $ | 190,732,226 | ||||
| From related parties | 10,656,942 | 7,572,880 | ||||||
| 180,774,803 | 198,305,106 | |||||||
| Cost of goods sold | (130,942,258 | ) | (141,311,428 | ) | ||||
| Gross profit | 49,832,545 | 56,993,678 | ||||||
| Operating expenses: | ||||||||
| Sales and distribution expenses | (31,092,110 | ) | (36,967,422 | ) | ||||
| General and administrative expenses | (9,691,952 | ) | (10,327,858 | ) | ||||
| Total operating expenses | (40,784,062 | ) | (47,295,280 | ) | ||||
| Income from operations | 9,048,483 | 9,698,398 | ||||||
| Total other (expense) income, net | 3,304,864 | ) | (1,887,913 | ) | ||||
| Income before income taxes | 12,353,347 | 7,810,485 | ||||||
| Income tax expense | (2,329,272 | ) | (1,742,947 | ) | ||||
| NET INCOME | $ | 10,024,075 | $ | 6,067,538 | ||||
Revenues
Our revenues increased by approximately $17.5 million or 9.7%, from approximately $180.8 million for the six months ended June 30, 2025 to approximately $198.3 million for the six months ended June 30, 2026. This growth was primarily driven by three factors:
| (a) | $18.3 million or 11% increase in export sales, supported by stronger customer demand and higher sales volumes from existing customers across North America and Europe markets and offset by a slight decline in Asia-Pacific market; |
| (b) | $1.9 million or 57% increase in retail sales, attributable to the expansion of the retail stores and retail sales growth in Korea; and |
| (c) | offset by $2.7 million or 29% decrease in leather trading sales. |
Cost of goods sold
Cost of goods sold primarily represents cost of acquiring leather and fabric upholstered furniture, raw hides from suppliers, inbound shipping and fulfilment costs necessary to bring inventory to its present location and condition, and inventory write-downs, which consist of allowance for obsolete and slow-moving inventories.
Cost of goods sold increased by $10.4 million, or 7.9%, to $141.3 million for the six months ended June 30, 2026 from $130.9 million for the six months ended June 30, 2025. The increase in cost of goods sold was primarily attributable to the increase in our revenues, partially mitigated by a more favorable sales mix.
Gross profit
As a result of the foregoing, gross profit for the six months ended June 30, 2026 and 2025 was approximately $57.0 million and $49.8 million, respectively, with an increase of approximately $7.2 million or 14.4%.
During the six months ended June 30, 2026, gross profit margin was 28.7%, as compared to 27.6% for the six months ended June 30, 2025, increased by 1.1%. This improvement was attributable to a favorable shift in sales mix, which generated a higher gross profit margin.
We plan to closely monitor and optimize our sales mix from time to time to enhance our gross profit margin.
Sales and distribution expenses
Major components of sales and distribution expenses included salaries of our salespersons, sales commissions, provision for warranty expenses, ocean freights, and outwards land transport costs. For the six months ended June 30, 2026, sales and distribution expenses were $37.0 million, which increased by $5.9 million from $31.1 million for the preceding period. The increase was in line with the 9.7% higher sales value and 13.4% higher sales volume.
The increase in sales and distribution expenses of $5.9 million was primarily attributable to several factors, including higher ocean freight and inland trucking costs of $2.2 million driven by higher sales volume, a $2.3 million increase in commission expense, a $0.9 million increase in payroll expenses and a $0.8 million increase in USA export duties, which was in turn attributable to a 53% increase in US market sales.
General and administrative expenses
General and administrative expenses remained stable, increasing by $0.6 million or 6.6% from $9.7 million for the six months ended June 30, 2025 to $10.3 million for the six months ended June 30, 2026, which mainly related to the professional fee of $0.5 million incurred during the SGX secondary listing process.
Income from operations
As a result of the aforementioned, our income from operations was approximately $9.7 million for the six months ended June 30, 2026, and $9.0 million for the preceding period. The increase of approximately $0.6 million or 7.2% was primarily due to the increase in our gross profit, reflecting an increase in sales and gross profit margin, partially offset by higher operating expenses associated with the increase in business activities during the period.
Other income (expense)
Other income (expense) primarily consists of interest income, government subsidies, foreign exchange gain (loss), net gain from of related parties debt restructuring, scrap sofa sale income, change in fair value of derivatives financial instruments, and sundry income (expense), offset by interest expense and professional fees on acquisition of HTL Marketing.
For the six months ended June 30, 2026, our other income, net decreased by $5.2 million or 157.1% from other income of $3.3 million for the preceding period to other expense of $1.9 million. The decrease was mainly driven by the recording of a foreign exchange loss of $2.2 million for the six months ended June 30, 2026 as opposed to a foreign exchange gain of $4.3 million for the six months ended June 30, 2025, resulting in a net decrease of $6.5 million. This was largely due to the appreciation of RMB vis-à-vis USD, as our costs are largely denominated in RMB, and the depreciation of EUR vis-à-vis USD, as a portion of our sales are denominated in EUR.
The above was partially offset by a decrease in professional fees on acquisition of HTL Marketing of $1.3 million.
Income tax expenses
For the six months ended June 30, 2026, income tax expense was approximately $1.7 million, a decrease of approximately $0.6 million or 25.2% from $2.3 million for the preceding period. This decrease was primarily attributable to the decline in income before income taxes.
Net income
As a result of the foregoing, our net income for the six months ended June 30, 2026 and 2025 was USD6.1 million and USD10.0 million, respectively. Net profit margin for the six months ended June 30, 2026 and 2025 was 3.1% and 5.5%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026 and December 31, 2025, our cash balance, including restricted cash was $18.2 million and $27.3 million, respectively. The Company’s primary sources of liquidity are cash flows from operations, existing cash balance, and credit facilities.
As of June 30, 2026, we reported working capital of approximately $18.3 million and retained earnings of approximately $3.0 million. For the six months ended June 30, 2026, we had aggregate cash outflows of approximately $9.1 million.
As of December 31, 2025, we reported working capital of approximately $20.4 million and retained earnings of approximately $2.8 million. For the six months ended June 30, 2025, we had aggregate cash outflows of approximately $4.8 million.
Working capital
The following table sets forth a summary of our working capital as of June 30, 2026 and December 31, 2025, respectively:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| Current assets | $ | 125,765,852 | $ | 109,778,983 | ||||
| Current liabilities | 105,360,761 | 91,436,919 | ||||||
| Net current assets | $ | 20,405,091 | $ | 18,342,064 | ||||
As of June 30, 2026, current assets of $109.8 million comprised cash and cash equivalents of $17.9 million, restricted Cash of $0.2 million, accounts receivables, net of $74.8 million, net inventories of $10.1 million, deposit, and prepayments and other receivables of $6.7 million. Current liabilities of $91.4 million comprised accounts payable of $4.6 million, accounts payable, related parties of $63.7 million, customer deposits of $1.2 million, accrued liabilities and other payables of $6.7 million, short-term borrowings of $7.3 million, lease liabilities of $2.3 million, warranty liabilities of $1.9 million, and income tax payable of $3.7 million. As a result of the foregoing, net current assets of June 30,2026 was $18.3 million.
As of December 31, 2025, current assets of $125.8 million comprised of cash and cash equivalents of $27.3 million, accounts receivables, net of $76.0 million, inventories, net of $9.6 million, deposit, prepayments and other receivables of $5.9 million, and amounts due from related parties of $7.0 million. Current liabilities of $105.4 million comprised of accounts payable of $4.5 million, accounts payable, related parties of $74.9 million, customer deposits of $1.2 million, accrued liabilities and other payables of $6.1 million, short-term borrowings of $10.4 million, warranty liabilities of $2.2 million, derivatives financial instruments of $0.07 million, income tax payable of $4.2 million, and lease liabilities, current portion of $1.9 million. As a result of the foregoing, working capital as of December 31, 2025 was $20.4 million.
CASH FLOWS
The following table sets forth a summary of our cash flows for the period indicated:
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| USD | USD | |||||||
| Net cash used in operating activities | (11,241,457 | ) | (8,266,135 | ) | ||||
| Net cash used in investing activities | (557,755 | ) | (1,951,009 | ) | ||||
| Net cash provided by financing activities | 5,966,454 | 1,457,160 | ||||||
| Effect on exchange rate change on cash and cash equivalents, and restricted cash | 1,043,524 | (299,544 | ) | |||||
| Net change in cash and cash equivalents, and restricted cash | (4,789,234 | ) | (9,059,528 | ) | ||||
| BEGINNING OF PERIOD | 24,860,621 | 27,276,091 | ||||||
| END OF PERIOD | 20,071,387 | 18,216,563 | ||||||
Operating activities
For the six months ended June 30, 2026, we recorded net cash used in operating activities of $8.3 million, which consisted of net income of $6.1 million as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of property, plant and equipment of $0.2 million, allowance for obsolete inventories of $0.2 million, written-off inventories of $13,400, benefit for deferred income taxes of $21,775, provision for allowance for expected credit losses of $0.2 million, provision for warranty liabilities of $3.1 million, provision for reinstatement cost of $0.1 million, non-cash lease expense of $0.1 million, change in fair value of derivative financial instruments of $74,765, and other things. Change in operating assets and liabilities primarily included increase in inventories of $0.7 million, increase in deposit, prepayments, and other receivables of $0.8 million, decrease in accounts payable of $14.5 million, decrease in warranty liabilities of $3.4 million, decrease in income tax payable of $0.4 million and decrease in customer deposits of $7,142, being partially offset by decrease in accounts receivables of $1.0 million, increase in accrued liabilities and other payables of $0.6 million, and other things.
For the six months ended June 30, 2025, we recorded net cash used in operating activities of $11.2 million, which consisted of net income of $10.0 million as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of property, plant and equipment of $0.1 million, allowance for obsolete inventories of $40,053, written-off of inventories of $0.2 million, benefit for deferred income taxes of $0.1 million, provision for allowance for expected credit losses of $4,665, provision for warranty liabilities of $4.0 million, provision for reinstatement cost of $77,277, non-cash lease expense of -$40,750, change in fair value of derivative financial instruments of $0.8 million and other things. Change in operating assets and liabilities primarily included increase in accounts receivables of $4.7 million, increase in inventories of $2.4 million, increase in deposits, prepayments, and other receivables of $2.0 million, decrease in warranty liabilities of $3.0 million, and decrease in accounts payable of $17.3 million, being partially offset by increase in customer deposits of $0.4 million, increase in accrued liabilities and other payables of $2.1 million, increase in income tax payable of $1.1 million and other things.
Investing activities
For the six months ended June 30, 2026 and 2025, we recorded net cash used in investing activities of $2.0 million and $0.6 million, respectively, which were the purchase of property, plant and equipment for these periods.
Financing activities
For the six months ended June 30, 2026, we recorded net cash provided by financing activities of $1.5 million, proceeds from short-term borrowings of $10.7 million, repayments of short-term borrowings of $13.8 million, dividend paid to shareholders of the Company of $5.8 million, prepaid deferred offering cost of $62,537, and advances from related parties of $10.5 million.
For the six months ended June 30, 2025, we recorded net cash provided by financing activities of $6.0 million, amount due from related parties-reorganization and scrapping of $7.1 million, proceeds from short-term borrowings of $40.2 million, repayments of short-term borrowings of $32.1 million, repayments to related parties of $21.4 million and advances from related parties of $12.2 million.
Future Capital Requirements
Historically, our primary use of cash has been to finance working capital needs. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, accounts receivables and operating cash flows.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
Our capital requirements for 2026 and future years will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.
Material Cash Requirements
Our cash requirements consist primarily of day-to-day operating expenses, capital expenditure and contractual obligations with respect to operating leases. We lease some of our office facilities, retail stores and warehouses. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are obligated to settle the purchase invoices, which further constrains our cash liquidity.
In order to enhance the growth in export sales and retail business, we expect to incur approximately $2.3 million in the business development projects and the launch of more sales and marketing campaigns to expand the market exposure.
We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this filing, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and credit facility.
Capital Expenditures
Our capital expenditures amounted to approximately $2.0 million and $0.6 million relating to the purchase of property, plant and equipment for the six months ended June 30, 2026 and 2025, respectively.
We plan to fund our future capital expenditures with our existing cash balance and cash flows from our operations. We will continue to make capital expenditures to meet the expected growth of our business, including property renovation, office equipment and leasehold improvements.
Contractual Obligations
We have also entered into commercial operating lease agreements with various third parties, for the use of retail stores and warehouses.
The following table sets forth our contractual obligations as of June 30, 2026:
| Payment Due by Period | ||||||||||||||||||||
| Contractual obligations | Total | Less
than 1 Year | 1-3 Years | 3-5 Years | More
than 5 Years | |||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| Operating lease obligations | 7,677,157 | 2,299,696 | 3,143,435 | 1,156,969 | 1,077,057 | |||||||||||||||
| Short-term borrowings | 7,263,986 | 7,263,986 | - | - | - | |||||||||||||||
| Total | 14,941,143 | 9,563,682 | 3,143,435 | 1,156,969 | 1,077,057 | |||||||||||||||
Off-Balance Sheet Arrangements
We have off-balance sheet financial guarantees but do not have other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements but have entered into derivative contracts on foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
| June 30, 2025 | December 31, 2025 | June 30, 2026 | ||||||||||
| Off Balance Sheet Agreement | $’ million | $’million | $’million | |||||||||
| Issuance of letter of credit | 4.3 | 2.5 | 3.5 | |||||||||
| Outstanding foreign exchange derivative contracts | 85.7 | 126.2 | - | |||||||||
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Concentration of credit risk
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.
We conduct credit evaluations of customers and generally do not require collateral or other security from our customers. We establish an allowance for expected credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
Concentration risk in major customers
For the six months ended June 30, 2025 and 2026, the customers who accounted for 10% or more of our total revenues and our account receivables balances at period-end date, are presented as follows:
| Six months ended June 30, 2025 | As of June 30, 2025 | |||||||||||
| Customer | Sales | Percentage of sales |
Account receivables |
|||||||||
| USD | USD | |||||||||||
| Customer A | 45,472,851 | 25 | % | 24,873,022 | ||||||||
| Six months ended June 30, 2026 | As of June 30, 2026 | |||||||||||
| Customer | Sales | Percentage of sales |
Account receivables |
|||||||||
| USD | USD | |||||||||||
| Customer A | 45,775,489 | 23 | % | 24,999,968 | ||||||||
Concentration risk in major vendors
For the six months ended June 30, 2025 and 2026, the vendors, being related parties, who accounted for 10% or more of our cost of goods sold and our outstanding accounts payable balances at period-end date, are presented as follows:
| Six months ended June 30, 2025 | As of June 30, 2025 | |||||||||||
| Vendor | Cost of goods sold |
Percentage of cost of goods sold |
Accounts payable |
|||||||||
| USD | USD | |||||||||||
| HTL Furniture (China) Co., Ltd. (related party) | 51,541,144 | 39 | % | 8,810,225 | ||||||||
| HTL Furniture (Changshu) Co., Ltd. (related party) | 40,378,968 | 31 | % | 19,438,331 | ||||||||
| HTL Furniture Vietnam Company Limited. | 6,922,039 |
5 | % | 5,165,713 |
||||||||
| HTL Furniture (Kunshan) Co., Ltd. (related party) | 13,726,028 | 10 | % | 15,783,278 | ||||||||
| Six months ended June 30, 2026 | As of June 30, 2026 | |||||||||||
| Vendor | Cost of goods sold |
Percentage of cost of goods sold |
Accounts payable |
|||||||||
| USD | USD | |||||||||||
| HTL Furniture (China) Co., Ltd. (related party) | 56,306,447 | 40 | % | 6,225,310 | ||||||||
| HTL Furniture (Changshu) Co., Ltd. (related party) | 41,393,853 | 29 | % | 24,708,054 | ||||||||
| HTL Furniture Vietnam Company Limited. | 16,049,743 | 11 | % | 12,469,427 | ||||||||
| HTL Furniture (Kunshan) Co., Ltd. (related party) | 13,407,373 | 9 | % | 13,583,247 | ||||||||
Liquidity risk
Our policy is to regularly monitor our liquidity requirements, to ensure that we maintain sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet our liquidity requirements in the short and long term. See “Liquidity and Capital Resources” for details.
HTL Marketing obtained the trade financing revolving and factoring facilities among various financial institutions in Singapore, in the aggregate principal amount of up to $43 million, which bear annual interest at the effective average rate ranging from 5.39% to 5.71% with maturity of 90 days to 180 days. The purpose of these banking facilities is to support its furniture export and leather trading operations. These banking facilities are secured by an irrevocable corporate guarantee provided by GHC with a maximum aggregate amount of $50 million and certain assignments of accounts receivable. The corporate guarantee expires six months after the full repayment of all loans. As of December 31, 2025 and June 30, 2026, the short-term borrowings were $10.4 million and $7.3 million, respectively.
If HTL Marketing defaults on its obligations, GHC would be required to repay the outstanding amounts under the guarantee. A material default could adversely affect GHC’s capacity to support the Company’s future financing requirements.
While the guarantee does not create direct financial obligations for the Company, any operational disruption at HTL Marketing such as a loan termination would negatively impact the Company’s consolidated revenues and gross profit, as HTL Marketing accounts for approximately 96% of the Company’s export sales.
We closely monitor HTL Marketing’s loan utilization and repayment status on a monthly basis, and GHC provides quarterly updates regarding its continued ability to maintain the guarantee.
Economic and political risk
The Group is exposed to economic and political risks arising from fluctuations in macroeconomic conditions, including changes in economic growth, inflation, interest rates, and foreign exchange rates, which may affect customer demand, operating costs, and profitability. In addition, the Group operates across multiple jurisdictions and is subject to political and regulatory uncertainties, such as changes in trade policies, tariffs, foreign investment regulations, tax regimes, and sanctions, as well as potential geopolitical tensions that could disrupt business operations or supply chains. While the Group mitigates these risks through geographic diversification, ongoing monitoring of regulatory developments, and the implementation of appropriate risk management measures, adverse economic or political developments may still have a material impact on the Group’s operations and financial performance.
Exhibit 99.3
HomesToLife Reports 10% YoY Growth in 1H 2026 Net Revenue, Fuelled by Stronger Export Sales
SINGAPORE, Sept 30, 2026 — HomesToLife Ltd (Nasdaq: HTLM) (“HomesToLife” or the “Company”), a Singapore-based home furniture company with sales across Asia-Pacific, Europe and North America, today announced its unaudited financial results for the six months ended June 30, 2026 (“1H 2026”).
Key Financial Highlights
1H 2025 US$’000 | 1H 2026 US$’000 | Change | ||||||||||
| Net revenue | 180,775 | 198,305 | 10 | % | ||||||||
| Retail | 3,382 | 5,314 | 57 | % | ||||||||
| Export | 168,009 | 186,293 | 11 | % | ||||||||
| Leather Trading | 9,383 | 6,698 | (29 | %) | ||||||||
| By geographical | 180,775 | 198,305 | 10 | % | ||||||||
| Asia Pacific | 48,683 | 46,680 | (4 | %) | ||||||||
| Europe | 109,989 | 123,660 | 12 | % | ||||||||
| North America | 22,103 | 27,966 | 27 | % | ||||||||
| Gross profit | 49,833 | 56,994 | 14 | % | ||||||||
| Gross profit margin | 27.6 | % | 28.7 | % | 1.1 | pp | ||||||
| Operating expenses | (40,784 | ) | (47,295 | ) | 16 | % | ||||||
| Sales and distribution expenses | (31,092 | ) | (36,967 | ) | 19 | % | ||||||
| General and Administrative expenses | (9,692 | ) | (10,328 | ) | 7 | % | ||||||
| Income from operations | 9,048 | 9,698 | 7 | % | ||||||||
| Net income | 10,024 | 6,068 | (39 | %) | ||||||||
| Earnings per share (Basic and diluted) | 0.11 | 0.07 | (39 | %) | ||||||||
Financial results for the six months ended June 30, 2025 (“1H 2025”) and 1H 2026, unless otherwise stated, reflect the inclusion of HTL Marketing Pte. Ltd. (“HTL Marketing”) because of the acquisition of 100% of equity interests in HTL Marketing completed on May 19, 2025.
1H 2026 Performance
In 1H 2026, the Company delivered strong net revenue of US$198.3 million, representing a year-on-year increase of 10%, driven by a US$18.3 million increase in export sales. By region, net revenue from North American and Europe markets saw 27% and 12% growth respectively compared to 1H 2025, while Asia Pacific market experienced a slight decline by 4%. Retail sales continued to support the revenue growth with a 57% year-on-year increase, attributable to the expansion of the retail stores and retail sales growth in South Korea.
Gross profit rose 14% from US$49.8 million in 1H 2025 to US$57.0 million in 1H 2026, with margins expanding by 1.1 percentage points. The continuous growth was primarily attributable to a favorable shift in sales mix, along with the better sales performance in both Europe and North America. Operating expenses increased by US$6.5 million due to higher selling expenses along with larger sales volumes and increased freight and logistics costs.
Income from operations reached US$9.7 million in 1H 2026, rising by 7% from US$9.0 million in 1H 2025. In the meantime, net income decreased from US$10.0 million in 1H 2025 to US$6.1 million in 1H 2026, primarily resulting from a net foreign exchange loss of US$2.2 million during the reporting period, compared with a foreign exchange gain of US$4.3 million in the same period last year. Excluding foreign exchange gain (loss), net income would have increased by 22% from US$6.5 million in 1H 2025 to US$7.9 million in 1H 2026. Earnings per share stood at US$0.07 in 1H 2026.
Financial Position
Cash outflows from operating activities improved with a reduction from US$11.3 million in 1H 2025 to US$8.3 million in 1H 2026, representing a year-on-year decrease of 26%. Net cash used in investing activities amounted to US$2.0 million, and net cash provided by financing activities amounted to US$1.5 million during the reporting period.
As of June 30, 2026, the Company maintained a healthy liquidity position, as cash and cash equivalents totalled US$17.9 million after US$5.8 million dividend payments and short-term borrowings reduced to US$7.3 million as of June 30, 2026 from US$10.4 million as of December 31, 2025. Net current assets were US$18.3 million, underscoring the Company’s positive working capital profile.
| Page 1 of 8 |
Outlook
HomesToLife expects to maintain stable sales growth for the remainder of FY2026, in line with its earlier guidance of US$400 million to US$420 million for the full year. Building on its growing export business and diversified revenue base, the Company will remain focused on enhancing operational efficiency, prudent cost management, and working capital optimization to support sustainable long-term growth.
The Company will also continue to closely monitor external factors that may affect operating performance, including foreign exchange movements, logistics costs, raw material prices, and broader macroeconomic as well as geopolitical developments. While foreign exchange movements affected reported net income during the reporting period, the Company continues to actively manage its foreign-exchange exposure through natural hedges and risk-management measures while maintaining its geographically diversified operations, helping to mitigate the impact of currency volatility and support resilient business performance.
“The first half of 2026 demonstrated the strength of our business fundamentals and the benefits of our diversified global strategy,” said Ms. Phua Mei Ming, Chief Executive Officer of HomesToLife. “While we remain mindful of ongoing market uncertainties, we are optimistic about the opportunities ahead. We will continue to proactively manage risks, invest in product innovation, and strengthen our presence across key markets.”
The Company remains in progress with its proposed secondary listing (“Proposed Secondary Listing”) on the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The Proposed Secondary Listing remains subject to regulatory review and approval, and if approved, the fulfilment of certain conditions and other applicable listing requirements.
About HomesToLife Ltd (Nasdaq: HTLM)
HomesToLife Ltd is a global furniture company headquartered in Singapore. Leveraging 50 years of heritage built by its founders, the Company combines wholesale distribution, consumer retail, and sourcing capabilities, supported by a diversified sourcing and supplier network across China, Vietnam and India.
The Company operates through three core business divisions: (i) export division for supplying furniture to wholesale customers such as retailers and distributors worldwide, (ii) leather trading division and (iii) retail division with direct retail operations in Singapore and South Korea.
Across these business divisions, the Company operates an integrated supply chain model that encompasses product design and development, sourcing from the Company’s manufacturing partners, and the coordination of logistics and distribution channels. This operating model enables the Company to translate designs into production-ready products efficiently, supporting both branded and white-label offerings, and allows the Company to deliver scale and consistency across multiple markets.
The Company is fast expanding across Europe, Asia-Pacific, and North America, leveraging an integrated supply chain model and a global presence to deliver scale and consistency across multiple markets.
| Page 2 of 8 |
FORWARD-LOOKING STATEMENTS
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
CAUTIONARY STATEMENT
The Proposed Secondary Listing remains subject to regulatory review and approval, and if approved, the fulfilment of certain conditions and other applicable listing requirements. As such, there is no assurance that the Proposed Secondary Listing will proceed to completion. The Company will provide further updates as and when there are material developments, in accordance with applicable laws and regulatory requirements.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares and to refrain from taking any action in respect of their shares which may be prejudicial to their interests. Shareholders and potential investors who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional adviser.
Contacts
HomesToLife Ltd Contact:
12 Tai Seng Link, #03-01A,
GRC Centre, Singapore 534233
Email: [email protected]
Investor Relations Inquiries:
Edelman Smithfield
Angela Hui
| Page 3 of 8 |
HOMESTOLIFE LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 27,276,091 | $ | 17,941,401 | ||||
| Restricted Cash | - | 164,026 | ||||||
| Accounts receivables, net (including receivable from related parties of $5,763,509 and nil as of December 31, 2025 and June 30, 2026, respectively) | 76,010,709 | 74,811,081 | ||||||
| Inventories, net | 9,599,490 | 10,120,517 | ||||||
| Amounts due from related parties | 7,026,092 | - | ||||||
| Deposit, prepayments and other receivables | 5,853,470 | 6,741,958 | ||||||
| Total current assets | 125,765,852 | 109,778,983 | ||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | 4,354,206 | 5,884,250 | ||||||
| Right-of-use assets, net | 7,363,312 | 7,528,176 | ||||||
| Restricted cash, non-current | - | 111,136 | ||||||
| Investments in equity securities | - | 1,000,000 | ||||||
| Other non-current assets | 1,000,000 | - | ||||||
| Deferred tax asset, net | 673,416 | 689,142 | ||||||
| Total non-current assets | 13,390,934 | 15,212,704 | ||||||
| TOTAL ASSETS | $ | 139,156,786 | $ | 124,991,687 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,475,242 | $ | 4,587,814 | ||||
| Accounts payable, related parties | 74,890,989 | 63,749,207 | ||||||
| Customer deposits | 1,195,989 | 1,188,847 | ||||||
| Accrued liabilities and other payables | 6,065,126 | 6,697,637 | ||||||
| Short-term borrowings | 10,389,094 | 7,263,986 | ||||||
| Lease liabilities, current | 1,924,657 | 2,299,696 | ||||||
| Warranty liabilities | 2,188,814 | 1,930,960 | ||||||
| Derivatives financial instruments | 74,765 | - | ||||||
| Income tax payable | 4,156,085 | 3,718,772 | ||||||
| Total current liabilities | 105,360,761 | 91,436,919 | ||||||
| Long-term liabilities: | ||||||||
| Provision for reinstatement cost | 382,112 | 502,676 | ||||||
| Lease liabilities | 5,572,603 | 5,377,461 | ||||||
| Total long-term liabilities | 5,954,715 | 5,880,137 | ||||||
| TOTAL LIABILITIES | 111,315,476 | 97,317,056 | ||||||
| Commitments and contingencies | - | - | ||||||
| Shareholders’ equity: | ||||||||
| Ordinary share, $0.0001 par value, 500,000,000 shares authorized,89,687,500 and 89,687,500 shares issued and outstanding as of December 31, 2025 and June 30, 2026, respectively | 8,969 | 8,969 | ||||||
| Additional paid-in capital | 37,179,424 | 37,179,424 | ||||||
| Accumulated other comprehensive loss | (12,111,193 | ) | (12,515,722 | ) | ||||
| Retained earnings | 2,764,110 | 3,001,960 | ||||||
| Total shareholders’ equity | 27,841,310 | 27,674,631 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 139,156,786 | $ | 124,991,687 | ||||
| Page 4 of 8 |
HOMESTOLIFE LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six months ended June 30 | ||||||||
| 2025 | 2026 | |||||||
| Revenues, net | ||||||||
| From third parties | $ | 170,117,861 | $ | 190,732,226 | ||||
| From related parties | 10,656,942 | 7,572,880 | ||||||
| 180,774,803 | 198,305,106 | |||||||
| Cost of goods sold | (130,942,258 | ) | (141,311,428 | ) | ||||
| Gross profit | 49,832,545 | 56,993,678 | ||||||
| Operating expenses: | ||||||||
| Sales and distribution expenses | (31,092,110 | ) | (36,967,422 | ) | ||||
| General and administrative expenses | (9,691,952 | ) | (10,327,858 | ) | ||||
| Total operating expenses | (40,784,062 | ) | (47,295,280 | ) | ||||
| Income from operations | 9,048,483 | 9,698,398 | ||||||
| Other income (expense): | ||||||||
| Interest expense | (730,372 | ) | (150,615 | ) | ||||
| Interest income | 16,246 | 19,193 | ||||||
| Government subsidies | 16,950 | 23,385 | ||||||
| Foreign exchange gain (loss), net | 4,293,633 | (2,168,357 | ) | |||||
| Net gain from related parties debt restructuring | 1,460,543 | - | ||||||
| Professional fees on acquisition of HTL Marketing | (1,261,560 | ) | - | |||||
| Scrap sofa sale income | 223,263 | 165,621 | ||||||
| Change in fair value of derivatives financial instruments | (753,243 | ) | 74,765 | |||||
| Sundry income(expense) | 39,404 | 148,095 | ||||||
| Total other income (expense), net | 3,304,864 | (1,887,913 | ) | |||||
| Income before income taxes | 12,353,347 | 7,810,485 | ||||||
| Income tax expense | (2,329,272 | ) | (1,742,947 | ) | ||||
| NET INCOME | $ | 10,024,075 | $ | 6,067,538 | ||||
| Other comprehensive income (loss): | ||||||||
| – Foreign currency translation adjustments | 1,368,175 | (404,529 | ) | |||||
| COMPREHENSIVE INCOME | $ | 11,392,250 | $ | 5,663,009 | ||||
| Weighted average number of ordinary shares: | ||||||||
| Basic and diluted | 89,687,500 | 89,687,500 | ||||||
| EARNINGS PER SHARE – BASIC AND DILUTED | $ | 0.11 | $ | 0.07 | ||||
| Page 5 of 8 |
HOMESTOLIFE LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six months ended June 30, 2025 | ||||||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Corporate and unallocated | Total | ||||||||||||||||
| Revenues, net | ||||||||||||||||||||
| From third party | $ | 3,382,273 | $ | 166,459,189 | $ | 276,399 | $ | - | $ | 170,117,861 | ||||||||||
| From related parties | - | 1,550,023 | 9,106,919 | - | 10,656,942 | |||||||||||||||
| 3,382,273 | 168,009,212 | 9,383,318 | - | 180,774,803 | ||||||||||||||||
| Cost of goods sold | (1,401,494 | ) | (120,526,294 | ) | (9,014,470 | ) | - | (130,942,258 | ) | |||||||||||
| Gross profit | 1,980,779 | 47,482,918 | 368,848 | - | 49,832,545 | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Sales and distribution expenses | (2,404,689 | ) | (28,634,760 | ) | (52,661 | ) | - | (31,092,110 | ) | |||||||||||
| General and administrative expenses | (906,968 | ) | (8,099,908 | ) | (3,025 | ) | (682,051 | ) | (9,691,952 | ) | ||||||||||
| Total operating expenses | (3,311,657 | ) | (36,734,668 | ) | (55,686 | ) | (682,051 | ) | (40,784,062 | ) | ||||||||||
| Operating income (loss) | (1,330,878 | ) | 10,748,250 | 313,162 | (682,051 | ) | 9,048,483 | |||||||||||||
| Other income (expenses): | ||||||||||||||||||||
| Interest expense | (125,183 | ) | (394,423 | ) | (210,766 | ) | - | (730,372 | ) | |||||||||||
| Interest income | 130 | 15,946 | 170 | - | 16,246 | |||||||||||||||
| Government subsidies | 12,238 | 4,712 | - | - | 16,950 | |||||||||||||||
| Foreign exchange gain (loss), net | (9,647 | ) | 4,292,067 | 6,215 | 4,998 | 4,293,633 | ||||||||||||||
| Net gain from related parties debt restructuring | - | - | - | 1,460,543 | 1,460,543 | |||||||||||||||
| Professional fees on acquisition of HTL Marketing | - | (133,960 | ) | - | (1,127,600 | ) | (1,261,560 | ) | ||||||||||||
| Scrap sofa sale income | - | 223,263 | - | - | 223,263 | |||||||||||||||
| Sundry income (expense) | 78,284 | 21,551 | 7 | (60,438 | ) | 39,404 | ||||||||||||||
| Change in fair value of derivatives financial instruments | - | (753,243 | ) | - | - | (753,243 | ) | |||||||||||||
| Total other income (expenses), net | (44,178 | ) | 3,275,913 | (204,374 | ) | 277,503 | 3,304,864 | |||||||||||||
| Income (loss) before income taxes | (1,375,056 | ) | 14,024,163 | 108,788 | (404,548 | ) | 12,353,347 | |||||||||||||
| Income tax expense | - | (2,310,779 | ) | (18,493 | ) | - | (2,329,272 | ) | ||||||||||||
| Segment income (loss) | $ | (1,375,056 | ) | $ | 11,713,384 | $ | 90,295 | $ | (404,548 | ) | $ | 10,024,075 | ||||||||
| Page 6 of 8 |
| Six months ended June 30, 2026 | ||||||||||||||||||||
| Retail Sales | Export Sales | Leather Trading | Corporate and unallocated | Total | ||||||||||||||||
| Revenues, net | ||||||||||||||||||||
| From third party | $ | 5,313,821 | $ | 185,418,405 | $ | - | $ | - | $ | 190,732,226 | ||||||||||
| From related parties | - | 874,947 | 6,697,933 | - | 7,572,880 | |||||||||||||||
| 5,313,821 | 186,293,352 | 6,697,933 | - | 198,305,106 | ||||||||||||||||
| Cost of goods sold | (1,876,931 | ) | (133,106,987 | ) | (6,327,510 | ) | - | (141,311,428 | ) | |||||||||||
| Gross profit | 3,436,890 | 53,186,365 | 370,423 | - | 56,993,678 | |||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Sales and distribution expenses | (3,385,506 | ) | (33,560,786 | ) | (21,130 | ) | - | (36,967,422 | ) | |||||||||||
| General and administrative expenses | (694,444 | ) | (8,432,743 | ) | (1,969 | ) | (1,198,702 | ) | (10,327,858 | ) | ||||||||||
| Total operating expenses | (4,079,950 | ) | (41,993,529 | ) | (23,099 | ) | (1,198,702 | ) | (47,295,280 | ) | ||||||||||
| Operating income (loss) | (643,060 | ) | 11,192,836 | 347,324 | (1,198,702 | ) | 9,698,398 | |||||||||||||
| Other income (expenses): | ||||||||||||||||||||
| Interest expense | - | (40,734 | ) | (109,881 | ) | - | (150,615 | ) | ||||||||||||
| Interest income | 465 | 18,421 | 307 | - | 19,193 | |||||||||||||||
| Government subsidies | 15,685 | 7,700 | - | - | 23,385 | |||||||||||||||
| Foreign exchange gain (loss), net | (2,426 | ) | (2,319,989 | ) | 163,712 | (9,654 | ) | (2,168,357 | ) | |||||||||||
| Scrap sofa sale income | - | 165,621 | - | - | 165,621 | |||||||||||||||
| Change in fair value of derivatives financial instruments | - | 74,765 | - | - | 74,765 | |||||||||||||||
| Sundry income (expense) | 89,747 | (208,528 | ) | - | 266,876 | 148,095 | ||||||||||||||
| Total other income (expenses), net | 103,471 | (2,302,744 | ) | 54,138 | 257,222 | (1,887,913 | ) | |||||||||||||
| Income (loss) before income taxes | (539,589 | ) | 8,890,092 | 401,462 | (941,480 | ) | 7,810,485 | |||||||||||||
| Income tax expense | - | (1,674,699 | ) | (68,248 | ) | - | (1,742,947 | ) | ||||||||||||
| Segment income (loss) | $ | (539,589 | ) | $ | 7,215,393 | $ | 333,214 | $ | (941,480 | ) | $ | 6,067,538 | ||||||||
| Page 7 of 8 |
HOMESTOLIFE LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| USD | USD | |||||||
| Net cash used in operating activities | (11,241,457 | ) | (8,266,135 | ) | ||||
| Net cash used in investing activities | (557,755 | ) | (1,951,009 | ) | ||||
| Net cash provided by financing activities | 5,966,454 | 1,457,160 | ||||||
| Effect on exchange rate change on cash and cash equivalents, and restricted cash | 1,043,524 | (299,544 | ) | |||||
| Net change in cash and cash equivalents, and restricted cash | (4,789,234 | ) | (9,059,528) | |||||
| BEGINNING OF PERIOD | 24,860,621 | 27,276,091 | ||||||
| END OF PERIOD | 20,071,387 | 18,216,563 | ||||||
| Page 8 of 8 |