YYForce Inc 6-K, filed Oct 2, 2026
YYForce Inc. (YFOR)
About this 6-K
YYForce Inc filed this 6-K on October 2, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-42026
YYForce Inc.
60 Paya Lebar Road
#09-13/14/15/16/17
Paya Lebar Square
Singapore 409051
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Completion of Acquisition or Disposition of Asset
On August 3, 2026, YYForce Inc. (the “Company”), completed its acquisition of Xtreme Solution Pte. Ltd. (the “Target”), pursuant to a sales and purchase agreement, dated August 3, 2026, between the Company and Madam Ren Yinan.
The Target constitutes a “significant business” of which separate target financial statements and related pro forma financial statements of the Target are required under Rule 3-05 and Article 11 of Regulation S-X. This Form 6-K contains the information required thereunder, namely (1) the audited financial statements of the Target as of and for the years ended March 31, 2026 and 2025, the accompanying notes thereto and the related Independent Auditor’s Report, and (2) the unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025 and for the period ended June 30, 2026, which are filed as Exhibit 99.1, and 99.2, respectively, and incorporated herein by reference.
Incorporation by Reference
This report on Form 6-K and the attached exhibits are incorporated by reference into the Company’s registration statements on Form F-3, as amended (File Nos. 333-297406 and 333-286705), Form S-8 (File Nos. 333-284540, and 333-283532) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
1
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.
| YYForce Inc. | ||
| Date: October 2, 2026 | By: | /s/ Fu Xiaowei |
| Name: | Fu Xiaowei | |
| Title: | Chief Executive Officer, Chairman and Director | |
2
Exhibit 99.1
XTREME SOLUTION PTE. LTD.
INDEX TO FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Xtreme Solution Pte. Ltd.
Opinion on the Financial Statements
We have audited the accompanying statements of financial position of Xtreme Solution Pte. Ltd. (the “Company”) as of March 31, 2026 and 2025, the related statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the years in the two-years ended March 31, 2026 and 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-years ended March 31, 2026 and 2025, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters.
/s/ CT International LLP
San Francisco, California
October 2, 2026
F-2
XTREME SOLUTION PTE. LTD.
STATEMENTS OF FINANCIAL POSITION
| As of March 31, | As of April 1, | |||||||||||||||
| Note | 2026 | 2025 | 2024 | |||||||||||||
| SGD | SGD | SGD | ||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | 4 | 137,632 | 195,162 | 483,011 | ||||||||||||
| Trade receivables | 5 | - | 241,919 | 165,110 | ||||||||||||
| Other receivables | 6 | 93,251 | 27,534 | 35,152 | ||||||||||||
| Amount due from a director | 7 | 613,245 | 94,694 | 254,930 | ||||||||||||
| Inventories | 8 | 1,010,180 | 1,255,412 | 1,254,122 | ||||||||||||
| Total current assets | 1,854,308 | 1,814,721 | 2,192,325 | |||||||||||||
| Non-current assets: | ||||||||||||||||
| Property and equipment, net | 9 | 1,800,000 | 1,586,478 | 1,614,397 | ||||||||||||
| Financial asset | 10 | 131,244 | - | - | ||||||||||||
| Total non-current assets | 1,931,244 | 1,586,478 | 1,614,397 | |||||||||||||
| Total assets | 3,785,552 | 3,401,199 | 3,806,722 | |||||||||||||
| Current liabilities: | ||||||||||||||||
| Trade and other payables | 11 | 609,925 | 545,141 | 423,929 | ||||||||||||
| Bank loans, current | 12 | 298,920 | 670,782 | 469,154 | ||||||||||||
| Provision for taxation | 141,906 | 118,707 | 30,503 | |||||||||||||
| Total current liabilities | 1,050,751 | 1,334,630 | 923,586 | |||||||||||||
| Non-current liabilities: | ||||||||||||||||
| Bank loans, non-current | 12 | 1,978,508 | 1,838,722 | 1,995,938 | ||||||||||||
| Deferred tax liabilities | 19 | 40,736 | - | - | ||||||||||||
| Total non-current liabilities | 2,019,244 | 1,838,722 | 1,995,938 | |||||||||||||
| Total liabilities | 3,069,995 | 3,173,352 | 2,919,524 | |||||||||||||
| Equity: | ||||||||||||||||
| Share capital | 13 | 70,000 | 70,000 | 70,000 | ||||||||||||
| Revaluation surplus | 9 | 198,885 | - | - | ||||||||||||
| Retained profit | 446,672 | 157,847 | 817,198 | |||||||||||||
| Total equity | 715,557 | 227,847 | 887,198 | |||||||||||||
| Total liabilities and equity | 3,785,552 | 3,401,199 | 3,806,722 | |||||||||||||
See accompanying notes to financial statements.
F-3
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Year ended March 31, | ||||||||||||
| Note | 2026 | 2025 | ||||||||||
| SGD | SGD | |||||||||||
| Revenue | 15 | 5,829,900 | 6,439,364 | |||||||||
| Cost of revenue | (5,068,044 | ) | (5,352,000 | ) | ||||||||
| Gross profit | 761,856 | 1,087,364 | ||||||||||
| Other income | 16 | 4,081 | 21,199 | |||||||||
| Employee compensation | 17 | (138,347 | ) | (168,065 | ) | |||||||
| Depreciation expenses | 9 | (26,099 | ) | (27,919 | ) | |||||||
| Interest expenses | 18 | (121,884 | ) | (109,675 | ) | |||||||
| Other operating expenses | (144,593 | ) | (161,086 | ) | ||||||||
| Profit before tax | 335,014 | 641,818 | ||||||||||
| Income tax expenses | 19 | (46,189 | ) | (101,169 | ) | |||||||
| Profit for the year | 288,825 | 540,649 | ||||||||||
| Other comprehensive income: | ||||||||||||
| Items that will not be reclassified to profit or loss: | ||||||||||||
| Revaluation of property | 9 | 239,621 | - | |||||||||
| Tax on revaluation of property | 19 | (40,736 | ) | - | ||||||||
| Other comprehensive income for the year, net of tax | 198,885 | - | ||||||||||
| Total comprehensive income for the year | 487,710 | 540,649 | ||||||||||
See accompanying notes to financial statements.
F-4
STATEMENTS OF CHANGES IN EQUITY
| Share capital | Retained profit | Revaluation surplus | Total equity | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Balance at April 1, 2024 | 70,000 | 817,198 | - | 887,198 | ||||||||||||
| Profit for the year | - | 540,649 | - | 540,649 | ||||||||||||
| Total comprehensive income for the year | - | 540,649 | - | 540,649 | ||||||||||||
| Dividends (Note 14) | - | (1,200,000 | ) | - | (1,200,000 | ) | ||||||||||
| Balance as at March 31, 2025 | 70,000 | 157,847 | - | 227,847 | ||||||||||||
| Profit for the year | - | 288,825 | - | 288,825 | ||||||||||||
| Other comprehensive income | - | - | 198,885 | 198,885 | ||||||||||||
| Total comprehensive income | - | 288,825 | 198,885 | 487,710 | ||||||||||||
| Balance as at March 31, 2026 | 70,000 | 446,672 | 198,885 | 715,557 | ||||||||||||
See accompanying notes to financial statements.
F-5
STATEMENTS OF CASH FLOWS
| Year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Cash flows from operating activities | ||||||||
| Profit before tax | 335,014 | 641,818 | ||||||
| Adjustments for: | ||||||||
| Depreciation of property and equipment (Note 9) | 26,099 | 27,919 | ||||||
| Interest expenses | 121,884 | 109,675 | ||||||
| 482,997 | 779,412 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | 241,919 | (76,809 | ) | |||||
| Other receivables | (65,717 | ) | 7,618 | |||||
| Inventories | 245,232 | (1,290 | ) | |||||
| Trade and other payables | 64,784 | 121,212 | ||||||
| Cash provided by operations | 969,215 | 830,143 | ||||||
| Interest paid | (121,884 | ) | (109,675 | ) | ||||
| Income tax paid | (22,990 | ) | (12,965 | ) | ||||
| Net cash provided by operating activities | 824,341 | 707,503 | ||||||
| Investing activities | ||||||||
| Financial asset | (131,244 | ) | - | |||||
| (Repayment)/ Advances to/from a director | (518,551 | ) | 160,236 | |||||
| Net cash (used in)/provided by investing activities | (649,795 | ) | 160,236 | |||||
| Financing activities | ||||||||
| Proceeds from bank loans | 243,758 | 555,000 | ||||||
| Repayment of bank loans | (475,834 | ) | (510,588 | ) | ||||
| Dividends paid to shareholder | - | (1,200,000 | ) | |||||
| Net cash used in financing activities | (232,076 | ) | (1,155,588 | ) | ||||
| Net decrease in cash | (57,530 | ) | (287,849 | ) | ||||
| Cash balances at beginning of year | 195,162 | 483,011 | ||||||
| Cash balances at end of year (Note 4) | 137,632 | 195,162 | ||||||
See accompanying notes to financial statements.
F-6
NOTES TO FINANCIAL STATEMENTS
These financial statements were authorized for issue by the Board of Directors on October 2, 2026.
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Xtreme Solution Pte. Ltd. (the “Company”) (UEN: 201110110M) is a private company limited by shares, incorporated in Singapore on April 28, 2011 and domiciled in Singapore. The Company’s registered office is located at 1 Rochor Canal Road, #02-21, Sim Lim Square, Singapore 188504.
The Company is principally engaged in the wholesale distribution of information technology products, computer hardware, peripherals, software and related technology products. The Company also engages in the retail sale of computer hardware, peripheral equipment and computer software.
| 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 2.1 | Basis of preparation |
These financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All IFRSs issued by the IASB, effective at the time of preparing these financial statements have been applied. These are the Company’s first financial statements prepared in accordance with IFRS, and IFRS 1 First-time Adoption of International Financial Reporting Standards has been applied, with April 1, 2024 as the date of transition. The effect of the transition is explained in Note 23.
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to discharge its liabilities including the outstanding bank loans as disclosed in Note 12.
The Company has recognised a net profit for the year SGD288,825 for the year ended March 31, 2026 and, as at that date, current assets exceed current liabilities by SGD803,557. However, the Company had cash of SGD137,632 as at March 31, 2026.
The Company’s ability to continue as a going concern is dependent, among other factors, on its ability to generate sufficient operating cash flows to meet its obligations as they fall due and to maintain adequate liquidity to support its ongoing operations. Management has assessed the Company’s ability to continue as a going concern, taking into consideration its expected operating cash flows, available financial resources, and expected business activities.
Based on management’s assessment, management believes that the Company has adequate resources to continue its operations and meet its obligations as they fall due for at least twelve months from the date of issuance of these financial statements. Accordingly, the financial statements have been prepared on a going-concern basis.
The Company prepared the financial statements that comply with IFRS applicable as of March 31, 2026 together with the comparative period data for the years ended March 31, 2025, as described in the summary of significant accounting policies.
| 2.2 | Basis of measurement |
These financial statements have been prepared on a historical cost basis except as otherwise indicated in the accounting policies.
| 2.3 | Functional and presentation currency |
These financial statements are presented in Singapore dollars (“SGD” or “S$” or “$”), which is the Company’s functional currency.
| 2.4 | Use of estimates and judgments |
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.
F-7
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:
| ● | Note 3.4 – Expected credit losses for the non-derivative financial assets | |
| ● | Note 3.5 – Measurement of fair value for property; | |
| ● | Note 3.6 – Inventory allowance and net realizable value; | |
| ● | Note 3.12 – Recognition of deferred tax; |
The carrying amounts at March 31, 2026 of the items subject to these estimates and judgements were: property of SGD1,800,000, measured at fair value using Level 3 inputs (Note 9); inventories of SGD1,010,180 (Note 8); and a deferred tax liability of SGD40,736 (Note 19).
Measurement of fair value
A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
As part of an established control framework, significant unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, such information is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
| ● | Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| ● | Level 2 inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and |
| ● | Level 3 inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest).
The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting year during which the change has occurred.
| 2.5 | Changes in accounting policy |
During the year ended March 31, 2026, the Company changed its accounting policy for property from the cost model to the revaluation model in accordance with IAS 16, Property, Plant and Equipment. Management believes that the revaluation model provides more relevant and reliable information regarding the fair value of the Company’s property. Following the change, such assets are carried at revalued amounts based on valuations performed by independent qualified valuers. The revaluation surplus arising from the remeasurement was recognized in other comprehensive income and accumulated in equity under the revaluation reserve.
As required by IAS 8, the initial application of the revaluation model has been accounted for as a revaluation in accordance with IAS 16 at March 31, 2026, and not retrospectively. Comparative amounts are therefore presented under the cost model.
F-8
| 3 | SIGNIFICANT ACCOUNTING POLICIES |
The Company has consistently applied the following accounting policies to all years presented in these financial statements, except for the change to the revaluation model for property described in Note 2.5.
| 3.1 | New standards, amendments to existing standards and annual improvements |
| (a) | New and amended IFRS Accounting Standards that are effective |
The IASB has issued the following amendments to IFRSs that are first effective for the year ended March 31, 2026 of the Company:
| ● | Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates titled Lack of Exchangeability |
| (b) | New and revised IFRS Accounting Standards in issue but not yet effective |
| ● | Classification and Measurement of Financial Instruments-Amendments to IFRS 9 and IFRS 7 |
| ● | Contracts referencing Nature-dependent Electricity-Amendments to IFRS 9 and IFRS 7 |
| ● | Annual Improvements to IFRS Accounting Standards-Volume 11 |
| ● | IFRS 18 Presentation and Disclosure in Financial Statements | |
| ● | IFRS 19 Subsidiaries without Public Accountability: Disclosures |
None of these developments have had a material effect on how the Company’s results and financial position for the current or prior periods have been prepared or presented. The Company has not applied any new standard or interpretation that is not yet effective for the current accounting period as set out in Note 3.1 (b).
IFRS 18 will replace IAS 1 for the Company’s financial year ending March 31, 2028. It introduces defined subtotals in the statement of profit or loss, new disclosures of management-defined performance measures and changes to the grouping of information. The Company is assessing the impact of IFRS 18 on the presentation of its financial statements.
| 3.2 | Foreign currency |
| i) | Foreign currency transactions |
Transactions in foreign currencies are translated into Singapore dollars (“SGD”), being the Company’s functional and presentation currency, at the exchange rates prevailing on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies, including trade receivables, trade payables and bank balances, are translated into SGD at the exchange rates prevailing at the reporting date.
Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the transactions.
Exchange differences arising from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities are recognized in profit or loss in the period in which they arise.
| 3.3 | Financial instruments |
| i) | Recognition and initial measurement |
Trade receivables and debt investments issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
F-9
| ii) | Classification and subsequent measurement |
| a) | Financial assets |
On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“FVOCI”), which means the gains or losses resulting from assets measured at fair value due to changes in fair value-measured amounts, FVOCI - debt investment; FVOCI – equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting year following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
| ● | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
| ● | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
| ● | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
| ● | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
On initial recognition of an equity investment that is not held-for-trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets – Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management. The information considered includes:
| ● | the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; |
| ● | how the performance of the portfolio is evaluated and reported to the Company’s management; |
| ● | the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; |
| ● | how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and |
| ● | the frequency, volume and timing of sales of financial assets in prior years, the reasons for such sales and expectations about future sales activity. |
F-10
Transfer of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.
Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:
| ● | contingent events that would change the amount or timing of cash flows; |
| ● | terms that may adjust the contractual coupon rate, including variable-rate features; |
| ● | prepayment and extension features; and |
| ● | terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features). |
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets – Subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
F-11
| b) | Financial liabilities – Classification, subsequent measurement and gains and losses |
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Directly attributable transaction costs are recognized in profit or loss as incurred.
Other financial liabilities are initially measured at fair value less directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. These financial liabilities comprised loans and borrowings and trade and other payables.
| iii) | Derecognition |
| a) | Financial assets |
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
Where the Company enters into transactions whereby it transfers assets recognized in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.
| b) | Financial liabilities |
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
| iv) | Share capital |
Shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognized as a deduction from equity, net of any tax effects.
Dividends on ordinary shares are recognized in equity in the period in which they are declared.
F-12
| 3.4 | Expected credit losses for the non-derivative financial assets |
| i) | Non-derivative financial assets |
The Company recognizes allowances for expected credit loss on non-derivative financial assets measured at amortized cost.
Allowances are measured on either of the following bases:
| ● | 12-month ECLs: these are ECLs that result from default events that are possible within the 12 months after the reporting date (or for a shorter period if the expected life of the instrument is less than 12 months); or |
| ● | Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument or contract asset. |
Simplified approach
The Company applies the simplified approach to provide for ECLs for all non-derivative financial assets. The simplified approach requires the allowances to be measured at an amount equal to lifetime ECLs.
Measurement of ECLs
ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e., the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the non-derivative financial asset.
Credit-impaired non-derivative financial assets
At each reporting date, the Company assesses whether non-derivative financial assets carried at amortized cost and debt investments at FVOCI are ‘credit-impaired’. A non-derivative financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the non-derivative financial asset have occurred.
Evidence that a non-derivative financial asset is credit-impaired includes the following observable data:
| ● | significant financial difficulty of the borrower or issuer; |
| ● | a breach of contract such as a default or being more than 90 days past due; |
| ● | the restructuring of a loan or advance by the Company on terms that the Company would not consider otherwise; |
| ● | it is probable that the borrower will enter bankruptcy or another financial reorganization; or |
| ● | the disappearance of an active market for a security because of financial difficulties. |
Presentation of allowance for ECLs in the statement of financial position
Allowances for non-derivative financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a non-derivative financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, non-derivative financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
F-13
| ii) | Non-financial assets |
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or Cash generated units (CGUs) first.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss.
For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
| 3.5 | Property and equipment |
| (i) | Recognition and measurement |
Property and equipment are initially measured at cost.
Property is subsequently measured using the revaluation model and is carried at its revalued amount, being its fair value at the date of revaluation, less subsequent accumulated depreciation and accumulated impairment losses. Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from its fair value at the reporting date.
Any increase in the carrying amount arising from a revaluation of property is recognized in other comprehensive income and accumulated in equity under the heading of revaluation surplus, except to the extent that it reverses a revaluation decrease previously recognized in profit or loss, in which case the increase is recognized in profit or loss. Any decrease arising from a revaluation is recognized in profit or loss, except to the extent that it reverses a previous revaluation surplus relating to the same asset, in which case it is recognized in other comprehensive income and reduces the revaluation surplus.
Equipment is measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. Cost also includes:
| ● | any other costs directly attributable to bringing the assets to a working condition for their intended use; and |
| ● | when the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located |
When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
The gain or loss on disposal of an item of property and equipment is recognized in profit or loss and presented within other income or other expenses.
F-14
| ii) | Subsequent costs |
The cost of replacing a component of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred and presented within cost of revenue and general and administrative expenses.
| iii) | Depreciation |
Depreciation is recognized so as to write off the depreciable amount of property and equipment, being the cost or revalued amount less residual values, over their estimated useful lives, using the straight-line method.
Depreciation on revalued property is recognized in profit or loss. The depreciation charge is based on the revalued carrying amount of the property over its remaining useful life. The portion of the revaluation surplus attributable to the difference between depreciation based on the revalued carrying amount and depreciation based on the property’s original cost may be transferred directly from revaluation surplus to retained earnings. Such transfer is recognized directly in equity and is not made through profit or loss.
The estimated useful lives for the current and comparative years are as follows:
| Property - remaining useful lives | 64 years | |
| Signage | 3 years | |
| Office equipment | 3 years | |
| Renovation | 3 years | |
| Furniture and equipment | 3 years | |
| Computer | 3 years |
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.
F-15
| 3.6 | Inventories |
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method and comprises purchase cost and other costs incurred in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.
Allowances are made for slow-moving, obsolete or damaged inventories based on management’s assessment of their condition and estimated net realisable value.
| 3.7 | Employee benefits |
| i) | Defined contribution plans |
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the years during which related services are rendered by employees.
| ii) | Short-term employee benefits |
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or other plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
| iii) | Employee leave entitlement |
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
| 3.8 | Revenue |
The Company recognizes revenue in accordance with IFRS 15, Revenue from Contracts with Customers. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, including goods and services tax (“GST”).
Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company applies the five-step model prescribed by IFRS 15 in determining the timing and amount of revenue to be recognized. Revenue is recognized net of returns, rebates, discounts and other variable consideration, to the extent that it is highly probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The Company generally does not adjust the promised amount of consideration for the effects of a significant financing component as the period between the transfer of goods or services and payment by the customer is typically one year or less.
Payment for credit sales is generally due within 30 days of the invoice date. The Company applies the practical expedient in IFRS 15.121 and does not disclose information about remaining performance obligations, as its contracts have an original expected duration of one year or less.
F-16
Revenue from sale of computer hardware, peripherals, software and related technology products
The Company principally generates revenue from the distribution and sale of computer hardware, peripherals, software and related technology products.
Revenue is recognized at a point in time when control of the products is transferred to the customer. The transfer of control generally occurs upon delivery of the products to the customer, collection of the products by the customer, or when the products are delivered to a location designated by the customer, depending on the contractual terms of sale.
In determining when control has transferred, the Company considers indicators including, but not limited to, the following:
| ● | the Company has a present right to payment for the products; |
| ● | legal title to the products has passed to the customer; |
| ● | physical possession of the products has been transferred to the customer; |
| ● | the significant risks and rewards of ownership have transferred to the customer; and |
| ● | customer acceptance has been obtained where applicable. |
Revenue is recognized based on the price specified in the contract, net of trade discounts, rebates and estimated product returns.
Product returns
Certain customers are entitled to return products in accordance with contractual arrangements and the Company’s established return policies. The Company recognizes a refund liability for the amount of consideration expected to be refunded to customers and a corresponding asset representing its right to recover products expected to be returned by customers.
Expected returns are estimated based on historical experience, current market conditions and other relevant factors. Estimates relating to returns are reassessed at each reporting date and adjusted where necessary.
Where the Company concludes, based on historical experience and other relevant factors, that product returns are immaterial, no material refund liability or return asset is recognized.
| 3.9 | Cost of revenue |
Cost of revenues consists mainly of purchases, freight and handling charges, and other expenses directly attributable to the sale of goods.
| 3.10 | Government grants |
Grants that compensate the Company for expenses incurred are recognized in profit or loss as other income on a systematic basis in the periods in which the expenses are recognized, unless the conditions for receiving the grant are met after the related expenses have been recognized. In this case, the grant is recognized when it becomes receivable.
| 3.11 | Finance costs |
The Company’s finance costs include:
| ● | interest expenses |
Interest expense is recognized using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
| ● | the gross carrying amount of the financial asset; or |
| ● | the amortized cost of the financial liability. |
In calculating interest expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability.
F-17
| 3.12 | Income taxes |
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in OCI.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
| ● | temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; |
The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the Company’s business plans. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.
In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for income tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact income tax expense in the period that such a determination is made.
| 3.13 | Cash |
Cash comprises cash at banks and cash on hand. The Company had no cash equivalents or bank overdrafts as of March 31, 2026, 2025 and April 1, 2024.
F-18
| 4 | CASH |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Cash at banks | 137,432 | 194,962 | 482,811 | |||||||||
| Cash on hand | 200 | 200 | 200 | |||||||||
| Cash in the statements of financial position | 137,632 | 195,162 | 483,011 | |||||||||
| 5 | TRADE RECEIVABLES, NET |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Trade receivables, gross | - | 241,919 | 165,110 | |||||||||
| Allowance for expected credit losses | - | - | - | |||||||||
| Trade receivables, net | - | 241,919 | 165,110 | |||||||||
| i) | Trade receivable |
Trade receivables are non-interest bearing and are generally on 30 days’ credit terms. No interest is charged on the outstanding balances.
| ii) | Financial risk management |
The exposure of trade receivables to credit risk is disclosed in Note 21.
| 6 | OTHER RECEIVABLES |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Deposit | 19,833 | 22,082 | 26,132 | |||||||||
| Other receivables | 73,418 | 5,452 | 9,020 | |||||||||
| Total other receivables | 93,251 | 27,534 | 35,152 | |||||||||
| i) | Financial risk management |
The exposure of other receivables to credit risk is disclosed in Note 21.
| 7 | AMOUNT DUE FROM A DIRECTOR |
The amount due from a director represents non-trade balance that is unsecured, interest-free and is repayable on demand.
| 8 | INVENTORIES |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Finished goods | 1,010,180 | 1,255,412 | 1,254,122 | |||||||||
As of March 31, 2026, 2025 and April 1, 2024, no write-downs to net realizable value were recorded.
F-19
| 9 | PROPERTY AND EQUIPMENT, NET |
| Property | Signage | Office equipment | Renovation | Furniture and equipment | Computer | Total | ||||||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | SGD | SGD | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| Balance at March 31, 2024 and March 31, 2025 | 1,680,000 | 6,740 | 6,819 | 41,496 | 16,869 | 83,947 | 1,835,871 | |||||||||||||||||||||
| Elimination of accumulated depreciation on revaluation | (119,621 | ) | - | - | - | - | - | (119,621 | ) | |||||||||||||||||||
| Revaluation | 239,621 | - | - | - | - | - | 239,621 | |||||||||||||||||||||
| Balance at March 31, 2026 | 1,800,000 | 6,740 | 6,819 | 41,496 | 16,869 | 83,947 | 1,955,871 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| Balance at March 31, 2024 | (67,423 | ) | (6,740 | ) | (6,819 | ) | (41,496 | ) | (15,976 | ) | (83,020 | ) | (221,474 | ) | ||||||||||||||
| Charge for the year | (26,099 | ) | - | - | - | (893 | ) | (927 | ) | (27,919 | ) | |||||||||||||||||
| Balance at March 31, 2025 | (93,522 | ) | (6,740 | ) | (6,819 | ) | (41,496 | ) | (16,869 | ) | (83,947 | ) | (249,393 | ) | ||||||||||||||
| Charge for the year | (26,099 | ) | - | - | - | - | - | (26,099 | ) | |||||||||||||||||||
| Eliminated on revaluation | 119,621 | - | - | - | - | - | 119,621 | |||||||||||||||||||||
| Balance at March 31, 2026 | - | (6,740 | ) | (6,819 | ) | (41,496 | ) | (16,869 | ) | (83,947 | ) | (155,871 | ) | |||||||||||||||
| Carrying amounts | ||||||||||||||||||||||||||||
| At April 1, 2024 | 1,612,577 | - | - | - | 893 | 927 | 1,614,397 | |||||||||||||||||||||
| At March 31, 2025 | 1,586,478 | - | - | - | - | - | 1,586,478 | |||||||||||||||||||||
| At March 31, 2026 | 1,800,000 | - | - | - | - | - | 1,800,000 | |||||||||||||||||||||
The property is a strata-titled commercial unit of 52 square metres at 1 Rochor Canal Road, #02-20, Sim Lim Square, Singapore 188504. It is held under a 99-year lease that commenced on April 8, 1983 and expires on April 7, 2082. The Company became its registered proprietor on December 8, 2021. The property is mortgaged to United Overseas Bank Limited (Note 12).
As of March 31, 2026, the Company revalued its property from its previous carrying amount of SGD1,560,379 to its fair value of SGD1,800,000. The revaluation was performed as of March 31, 2026 and resulting revaluation increase of SGD239,621 was recognised in other comprehensive income and accumulated in equity as a revaluation surplus, net of the related deferred tax liability of SGD40,736.
Had the property been measured using the cost model, its carrying amount as of March 31, 2026 would have been SGD1,560,379 (2025: SGD1,586,478).
The movement in the property, measured at fair value using Level 3 inputs, was as follows:
| 2026 | ||||
| SGD | ||||
| At April 1, 2025 (carrying amount under the cost model) | 1,586,478 | |||
| Depreciation for the year | (26,099 | ) | ||
| Revaluation gain recognized in other comprehensive income | 239,621 | |||
| At March 31, 2026 (fair value) | 1,800,000 | |||
The significant unobservable input is the price per square foot of comparable properties, adjusted for differences in location, floor area, tenure and condition. A significant increase (decrease) in the price per square foot would result in a significantly higher (lower) fair value.
The valuation of SGD1,800,000 represents approximately SGD3,216 per square foot of the unit’s strata area of 52 square metres (approximately 560 square feet).
F-20
The revaluation surplus is not available for distribution to the shareholder.
The fair value of property was determined by external, independent property valuers, having appropriate recognized professional qualifications and recent experience in the location and category of property being valued. External valuers appraise the fair value of the Company’s property portfolio every year.
The fair values are based on open market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction wherein the parties had each acted knowledgeably and without compulsion. In determining the fair value as at the reporting date, the external, independent valuers have adopted a valuation method of direct comparison methods. The valuation methods involve certain estimates including price per square meter. The specific risks inherent in the property is taken into consideration in arriving at the valuations.
The fair value measurement of property has been categorized as a Level 3 fair value based on the inputs to the valuation techniques used.
Property and equipment are depreciated on a straight-line basis over the estimated useful lives, after taking into account the estimated residual value. Management reviews the estimated useful lives and residual value of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting year. The depreciation expense recorded SGD26,099 and SGD27,919 for the financial year of March 31, 2026 and 2025, respectively.
The reviews performed in 2026 and 2025 did not result in any changes in estimated useful life or residual value.
The movement in the revaluation surplus during the year was as follows:
| SGD | ||||
| Balance at March 31, 2024 and March 31, 2025 | - | |||
| Revaluation surplus recognized in OCI | 239,621 | |||
| Deferred tax relating to revaluation | (40,736 | ) | ||
| Balance at March 31, 2026 | 198,885 | |||
F-21
| 10 | FINANCIAL ASSET |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Financial asset measured at FVTPL | 131,244 | - | - | |||||||||
The Company holds a single-premium keyman life insurance policy (Prudential policy no. A1712679, issued on November 10, 2025) on its director, Mr. Soh Weilun, as the life assured. The Company is the policyowner. The policy has been legally assigned to United Overseas Bank Limited as security for a term loan (Note 12). The policies are recognized as financial assets based on their cash surrender values. The carrying amount of the policies is measured at fair value through profit or loss (“FVTPL”), with changes in fair value recognized in profit or loss.
The fair value of the keyman life insurance policies is determined based on the cash surrender value stated in the annual statement provided by the insurance company. As the valuation is based on inputs that are not observable in active markets, the policies are classified as Level 3 financial assets within the fair value hierarchy.
The carrying amount of the policy pledged as security was SGD131,244 as of March 31, 2026.
As of March 31, 2026, the carrying amounts of the keyman life insurance policies were approximately SGD131,244.
The movement in the policies, measured at fair value using Level 3 inputs, was as follows:
| 2026 | ||||
| SGD | ||||
| At April 1, 2025 | - | |||
| Premiums paid | 131,244 | |||
| Change in fair value recognized in profit or loss | - | |||
| At March 31, 2026 | 131,244 | |||
No fair value gain or loss was recognized in profit or loss for the year.
| 11 | TRADE AND OTHER PAYABLES |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Trade payables: | ||||||||||||
| Third parties | 598,950 | 522,860 | 402,972 | |||||||||
| Other payables and accrued liabilities: | ||||||||||||
| Accrued payroll and pension | 3,575 | 6,481 | 5,357 | |||||||||
| Accrued operating expenses | 7,400 | 15,800 | 15,600 | |||||||||
| Total trade and other payables | 609,925 | 545,141 | 423,929 | |||||||||
Trade payables are non-interest bearing and are normally settled on 30 days’ credit terms.
The exposure of trade and other payables to liquidity risk is disclosed in Note 21.
| 12 | BANK LOANS |
| As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Bank loans | ||||||||||||
| Non-current | 1,978,508 | 1,838,722 | 1,995,938 | |||||||||
| Current | 298,920 | 670,782 | 469,154 | |||||||||
| Total bank loans | 2,277,428 | 2,509,504 | 2,465,092 | |||||||||
F-22
| i) | Terms and debt repayment schedule |
| Currency | Principal amount | Year of origination | Nominal interest rate % per annum | Year of maturity | As of March 31, 2026 | As of March 31, 2025 | As of April 1, 2024 | |||||||||||||||||||||||
| SGD | SGD | SGD | ||||||||||||||||||||||||||||
| Guaranteed bank loan | SGD | 400,000 | 2020 | 11.35 | % | 2025 | - | 24,539 | 129,617 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 200,000 | 2022 | 4.76 | % | 2025 | - | 17,429 | 87,004 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 100,000 | 2023 | 7.75 | % | 2028 | 47,926 | 67,561 | 86,299 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 200,000 | 2021 | 2.25 | % | 2026 | - | 34,831 | 76,103 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 1,512,000 | 2021 | 2.01 | % | 2051 | 1,380,743 | 1,412,880 | 1,444,461 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 326,000 | 2022 | 4.25 | % | 2027 | 59,220 | 127,614 | 199,201 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 200,000 | 2023 | 7.50 | % | 2028 | 95,997 | 135,298 | 171,676 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 160,000 | 2024 | 7.21 | % | 2029 | 115,471 | 144,150 | - | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 10,000 | 2024 | 7.51 | % | 2027 | 5,002 | 8,227 | - | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 104,000 | 2025 | 6.98 | % | 2030 | 96,716 | - | - | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 38,000 | 2025 | 7.25 | % | 2030 | 35,331 | - | - | |||||||||||||||||||||
| Term loan secured on keyman policy | SGD | 101,758 | 2025 | 1.87 | % | 2035 | 98,645 | - | - | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 300,000 | 2023 | 8.06 | % | 2026 | 73,083 | 175,786 | 270,731 | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 180,000 | 2024 | 7.78 | % | 2027 | 104,656 | 161,485 | - | |||||||||||||||||||||
| Guaranteed bank loan | SGD | 205,000 | 2024 | 8.10 | % | 2030 | 164,638 | 199,704 | - | |||||||||||||||||||||
| 2,277,428 | 2,509,504 | 2,465,092 | ||||||||||||||||||||||||||||
The guaranteed bank loans are guaranteed by Mr. Soh Weilun the director of the Company, and one of the guaranteed bank loan of SGD1,512,000 is secured by a mortgage over the Company’s property located at 1 Rochor Canal Road, #02-20, Singapore 188504.
The weighted average effective interest rates per annum for our guaranteed bank loans were 3.74%, 3.88% and 4.03% as of March 31, 2026, 2025 and April 1, 2024, respectively.
The loans of SGD300,000, SGD180,000 and SGD205,000 from Standard Chartered Bank (Singapore) Limited were disbursed on October 19, 2023, November 15, 2024 and December 19, 2024 respectively. They bear interest at floating rates of 1.12%, 1.02% and 1.02% per annum below the bank’s Business Instalment Loan Board Rate, and are repayable in 36, 36 and 60 monthly instalments respectively. The nominal rates shown in the table above for these loans are floating rates.
The term loan of SGD101,758 from United Overseas Bank Limited was drawn to part-finance the purchase of the keyman life insurance policy (Note 10). It bears interest at 0.60% per annum above the 3-month Compounded SORA, is repayable in 120 monthly instalments and is secured by a legal assignment of the policy. Under the facility terms, the securities provided to the bank for this loan and for the Company’s other facilities with the bank, including the mortgage over the Company’s property, secure all amounts owing to the bank.
The term loan facility with United Overseas Bank Limited requires the bank’s prior written consent to any direct or indirect change of control in the shareholding or management of the Company, and contains a negative pledge over the Company’s assets in favour of other parties. No change of control had occurred as of March 31, 2026 (Note 22).
F-23
| ii) | Reconciliation of liabilities arising from financing activities |
A reconciliation of liabilities arising from financing activities is as follows:
Year ended March 31, 2026
| April 1, 2025 | Cash flows | Non-cash changes Reclassification | March 31, 2026 | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Liabilities | ||||||||||||||||
| Bank loans | ||||||||||||||||
| - current | 670,782 | (475,834 | ) | 103,972 | 298,920 | |||||||||||
| - non-current | 1,838,722 | 243,758 | (103,972 | ) | 1,978,508 | |||||||||||
| Total | 2,509,504 | (232,076 | ) | - | 2,277,428 | |||||||||||
Year ended March 31, 2025
| April 1, 2024 | Cash flows | Non-cash changes Reclassification | March 31, 2025 | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Liabilities | ||||||||||||||||
| Bank loans | ||||||||||||||||
| - current | 469,154 | (510,588 | ) | 712,216 | 670,782 | |||||||||||
| - non-current | 1,995,938 | 555,000 | (712,216 | ) | 1,838,722 | |||||||||||
| Total | 2,465,092 | 44,412 | - | 2,509,504 | ||||||||||||
Cash flows comprise the proceeds from and repayments of bank loans shown in the statement of cash flows. Reclassification is the principal falling due within twelve months that is transferred from non-current to current. Interest paid is presented within operating activities and is therefore not included. Net cash used in financing activities in 2025 also includes dividends paid of SGD1,200,000, which did not give rise to a liability at either reporting date. The Company had no bank overdrafts or lease liabilities.
| iii) | Financial risk management |
Information about the exposure of loans and borrowings to relevant financial risks (interest rate and liquidity risk) is disclosed in Note 21.
| 13 | SHARE CAPITAL |
| Number of shares | SGD | |||||||
| Issued and fully paid ordinary shares | ||||||||
| At April 1, 2024, March 31, 2025 and March 31, 2026 | 70,000 | 70,000 | ||||||
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The ordinary shares have no par value.
| 14 | DIVIDENDS |
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| (a) Declared and paid during the financial year: | ||||||||
| Dividends on ordinary shares: | ||||||||
| Final one-tier tax exempt dividend for the year ended March 31, 2025: SGD17.14 per share | - | 1,200,000 | ||||||
F-24
| 15 | REVENUE |
The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category:
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Direct sales | 4,322,658 | 4,308,923 | ||||||
| Retail sales | 971,308 | 1,220,902 | ||||||
| E-commerce sales | 535,934 | 909,539 | ||||||
| 5,829,900 | 6,439,364 | |||||||
| Timing of transfer of goods | ||||||||
| At a point in time | 5,829,900 | 6,439,364 | ||||||
| 16 | OTHER INCOME |
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Government grants | 3,989 | 3,590 | ||||||
| Interest income | 92 | 609 | ||||||
| Other operating income | - | 17,000 | ||||||
| 4,081 | 21,199 | |||||||
Interest income of SGD92 (2025: SGD609) was earned on bank balances and is included in cash flows from operating activities.
| 17 | EMPLOYEE COMPENSATION |
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Salaries and bonuses | 119,001 | 125,046 | ||||||
| Defined contribution plans | 19,088 | 18,764 | ||||||
| Director fee | - | 24,000 | ||||||
| Other short-term benefits | 258 | 255 | ||||||
| 138,347 | 168,065 | |||||||
| 18 | INTEREST EXPENSES |
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Interest expense on: | ||||||||
| - bank loans | 121,884 | 109,675 | ||||||
F-25
| 19 | TAXATION |
| i) | Amounts recognized in profit or loss |
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Current tax expense | ||||||||
| Current year | 46,189 | 99,169 | ||||||
| Under provision in prior years | - | 2,000 | ||||||
| Income tax expenses | 46,189 | 101,169 | ||||||
A reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable corporate rate for the years ended March 31, 2026 and 2025 is as follows:
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Reconciliation between tax expenses and accounting profit at applicable tax rate | ||||||||
| Profit before tax | 335,014 | 641,818 | ||||||
| Tax at the Singapore statutory rate of 17% | 56,952 | 109,109 | ||||||
| Non-deductible expenses | 5,864 | 5,998 | ||||||
| Income not subject to tax | (694 | ) | (714 | ) | ||||
| Effect of partial tax exemption and tax rebates | (15,933 | ) | (15,224 | ) | ||||
| Under provision in prior years | - | 2,000 | ||||||
| Income tax expenses | 46,189 | 101,169 | ||||||
| As of March 31, | As of April 1, | |||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Deferred tax liability | ||||||||||||
| Property and equipment | 40,736 | - | - | |||||||||
The deferred tax liability arose on the revaluation of property during the year and was recognised in other comprehensive income (2025: nil). No deferred tax was recognised in profit or loss in either year.
| ii) | Amounts recognized in OCI |
| As of March 31, 2026 | ||||||||||||
| Before tax | Tax expense | Net of tax | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Item that will not be reclassified to profit or loss | ||||||||||||
| Revaluation of property and equipment | 239,621 | (40,736 | ) | 198,885 | ||||||||
| 20 | RELATED PARTY TRANSACTIONS |
Up to March 31, 2026, the Company’s controlling party was its director, Mr. Soh Weilun. The changes in control after the reporting date are described in Note 22.
The director has personally guaranteed the Company’s bank loans as described in Note 12. The director is also the life assured under the keyman life insurance policy held by the Company, which has been assigned to United Overseas Bank Limited as security for a term loan (Note 10).
F-26
| i) | Transactions with key management personnel |
| a) | Key management personnel compensation |
Compensation to Directors of the Company comprised the following:
| For the year ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Director fee | - | 24,000 | ||||||
| Short-term employee benefits | 60,000 | 60,000 | ||||||
| b) | Key management personnel transactions |
The aggregate value of transactions and outstanding balances related to key management personnel were as follows:
| For the year ended March 31, | As of March 31, | As of April 1, | ||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2024 | ||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | ||||||||||||||||
| Loan to /Repayment (from) a director, net | 518,551 | (160,236 | ) | 613,245 | 94,694 | 254,930 | ||||||||||||||
| c) | Dividend declaration |
During the year ended March 31, 2025, the Company declared and paid total dividends of SGD1,200,000 to director of the Company in their capacity as shareholder.
| 21 | FINANCIAL INSTRUMENTS |
| i) | Financial risk management |
The Company has exposure to the following risks from its use of financial instruments:
| ● | credit risk; |
| ● | liquidity risk; and |
| ● | market risk |
This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.
F-27
| a) | Risk management framework |
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The management establishes policies and procedures around risk identification, measurement and management; and setting and monitoring risk limits and controls, in accordance with the objectives and underlying principles in the risk management framework approved by the Board of Directors. Risk management policies and procedures are reviewed regularly to reflect changes in market conditions and the Company’s activities.
| b) | Credit risk |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade receivables, other receivables, amount due from a director and cash.
At the end of each reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the statements of financial position.
In order to minimize credit risk, the Company monitors the credit terms of its customers, which are generally 30 days (Note 5), and the recoverability of overdue balances and of the amount due from the director.
The Company’s principal concentration of credit risk relates to the amount due from a director.
The Company is also exposed to risk from other receivables and amount due from a director. These assets are subjected to credit evaluations. In assessing the credit risk associated with the amount due from a director, management considers the director’s ability and intention to repay, historical repayment records and the agreed settlement arrangements. Management has considered the expected settlement of the balance in assessing its recoverability and expected credit loss.
No loss allowance was recognized on other receivables, the amount due from a director or cash as of March 31, 2026, 2025 and April 1, 2024.
Trade receivables – ageing and expected credit losses
The Company measures loss allowances for trade receivables at an amount equal to lifetime ECLs using a provision matrix based on the age of the receivables. The Company’s credit terms are 30 days from the invoice date. The gross carrying amount of trade receivables by days past due was as follows:
| 2026 | 2025 | April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Not past due | - | 127,585 | 141,582 | |||||||||
| Past due 1 to 30 days | - | 21,759 | 23,528 | |||||||||
| Past due 31 to 60 days | - | 10,873 | - | |||||||||
| Past due 61 to 90 days | - | 10,692 | - | |||||||||
| Past due more than 90 days | - | 71,010 | - | |||||||||
| Gross carrying amount | - | 241,919 | 165,110 | |||||||||
| Loss allowance | - | - | - | |||||||||
| Trade receivables, net | - | 241,919 | 165,110 | |||||||||
No loss allowance was recognised on the trade receivables at March 31, 2025, and there were no trade receivables outstanding at March 31, 2026, as trade receivables were collected close to financial year ended March 31, 2026. No loss allowance was recognised at April 1, 2024 (Note 23). Trade receivables denominated in United States dollars were SGD218,981 (USD163,759) at March 31, 2025 and SGD137,152 (USD102,112) at April 1, 2024.
F-28
| c) | Liquidity risk |
Risk management policy
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Management monitors rolling forecasts of the Company’s cash on the basis of expected cash flows. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these.
The Company monitors its liquidity risk and maintains a level of cash balances deemed adequate by management to finance the Company’s operations and to mitigate the effects of fluctuation in cash flows.
The following are the contractual maturities of financial liabilities considered in the context of the Company’s liquidity risk management strategy. The amounts are gross and undiscounted and include contractual interest payments.
| For the years ending March 31, | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | Imputed interests | Carrying amount as of March 31, 2026 | ||||||||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | SGD | SGD | SGD | |||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||||||
| Bank loans | 405,048 | 265,271 | 164,379 | 139,166 | 1,782,822 | 2,756,686 | 479,258 | 2,277,428 | ||||||||||||||||||||||||
| Trade and other payables | 609,925 | - | - | - | - | 609,925 | - | 609,925 | ||||||||||||||||||||||||
| Total contractual obligations | 1,014,973 | 265,271 | 164,379 | 139,166 | 1,782,822 | 3,366,611 | 479,258 | 2,887,353 | ||||||||||||||||||||||||
The carrying amounts of cash, trade and other receivables, the amount due from a director and trade and other payables approximate their fair values because of their short-term nature. The financial asset at FVTPL is measured at fair value (Level 3, Note 10).
F-29
| d) | Market risk |
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Interest rate risks
The Company is exposed to interest rate risk as the Company has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes to the financial statements. The Company currently does not have an interest rate hedging policy.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of year end. A 100-basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates on bank loans had been 100 basis points higher/lower and all other variables were held constant, the Company’s post-tax profit for the year would decrease/increase by approximately SGD18,903 and SGD20,829 for the years ended March 31, 2026 and 2025.
Foreign exchange risk
The Company operates in Singapore with majority of the transactions settled in SGD and USD. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the Company’s functional currency.
The Company monitors its foreign currency exposures and, where appropriate, manages such exposures through its normal treasury activities.
The Company’s exposure to the United States dollar arises mainly from trade receivables, trade payables and bank balances denominated in that currency. Trade receivables denominated in United States dollars amounted to nil at March 31, 2026 (2025: SGD218,981; April 1, 2024: SGD137,152).
| ii) | Capital management |
The Company’s objectives in managing capital are to ensure that the Company will be able to continue as a going concern and to maintain an optimal capital structure so as to enable it to execute business plans and to maximize shareholder value. The Company defines “capital” as including all components of equity and external borrowings.
The capital management strategy translates into the need to ensure that at all times the Company has the liquidity and cash to meet its obligations as they fall due while maintaining a careful balance between equity and debt to finance its assets, day-to-day operations and future growth. Having access to flexible and cost-effective financing allows the Company to respond quickly to opportunities.
The Company’s capital structure is reviewed on an ongoing basis with adjustments made in light of changes in economic conditions, regulatory requirements and business strategies affecting the Company. The Company balances its overall capital structure by considering the costs of capital and the risks associated with each class of capital. In order to maintain or achieve an optimal capital structure, the Company may issue new shares from time to time, retire or obtain new borrowings or adjust the asset portfolio.
The Company’s capital at the reporting dates was as follows:
| 2026 | 2025 | April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Total equity | 715,557 | 227,847 | 887,198 | |||||||||
| Bank loans (Note 12) | 2,277,428 | 2,509,504 | 2,465,092 | |||||||||
| Less: cash (Note 4) | (137,632 | ) | (195,162 | ) | (483,011 | ) | ||||||
| Net debt | 2,139,796 | 2,314,342 | 1,982,081 | |||||||||
| Total capital (total equity and net debt) | 2,855,353 | 2,542,189 | 2,869,279 | |||||||||
| Net debt to total capital | 74.9 | % | 91.0 | % | 69.1 | % | ||||||
F-30
| iii) | Categories of financial instruments |
The carrying amounts of financial assets and financial liabilities by measurement category were as follows:
| 2026 | 2025 | April 1, 2024 | ||||||||||
| SGD | SGD | SGD | ||||||||||
| Financial assets | ||||||||||||
| Cash | 137,632 | 195,162 | 483,011 | |||||||||
| Trade receivables | - | 241,919 | 165,110 | |||||||||
| Other receivables | 93,251 | 27,534 | 35,152 | |||||||||
| Amount due from a director | 613,245 | 94,694 | 254,930 | |||||||||
| Financial assets at amortized cost | 844,128 | 559,309 | 938,203 | |||||||||
| Financial asset at FVTPL (Note 10) | 131,244 | - | - | |||||||||
| Total financial assets | 975,372 | 559,309 | 938,203 | |||||||||
| Financial liabilities | ||||||||||||
| Trade and other payables | 609,925 | 545,141 | 423,929 | |||||||||
| Bank loans | 2,277,428 | 2,509,504 | 2,465,092 | |||||||||
| Financial liabilities at amortized cost | 2,887,353 | 3,054,645 | 2,889,021 | |||||||||
| 22 | SUBSEQUENT EVENTS |
On April 1, 2026, subsequent to the reporting date, Ren Yinan acquired 66,500 ordinary shares of the Company, representing 95.0% of the Company’s issued share capital, for total consideration of approximately SGD800,000. Following the transaction, Ren Yinan became the controlling shareholder of the Company.
On August 3, 2026, YY Group Holding Limited, a company incorporated in the British Virgin Islands and renamed YYForce Inc. (“YFOR”) with effect from September 2, 2026, acquired 66,500 ordinary shares of the Company, representing 95.0% of the Company’s issued share capital, for total consideration of approximately SGD4,500,000. Following completion of the acquisition, the Company became a subsidiary of YFOR. The transaction occurred subsequent to the reporting date and is therefore not reflected in the accompanying financial statements.
The shares are registered in the name of YY Group Holding Limited, the name of YFOR at the date of acquisition. With effect from September 2, 2026, YFOR’s Class A ordinary shares trade on the Nasdaq Capital Market under the ticker symbol “YFOR” (previously “YYGH”). The director, Mr. Soh Weilun, holds the remaining 3,500 ordinary shares (5.0%).
Following the change in control, the Company’s existing loan arrangements and related guarantees are subject to the applicable change-of-control provisions. Management has assessed the relevant contractual requirements and is in the process of obtaining the necessary confirmations and/or consents from the lenders and from the director as guarantor.
Until these consents are obtained, the lenders may be entitled to require early repayment of the bank loans, which amounted to SGD2,277,428 as of March 31, 2026 (Note 12).
In particular, the term loan facility with United Overseas Bank Limited (SGD98,645 outstanding as of March 31, 2026) requires the bank’s prior written consent to any change of control, and the bank may impose conditions, including a charge equivalent to the prepayment fee. Both the transfer of shares on April 1, 2026 and the acquisition by YFOR on August 3, 2026 are changes of control for this purpose.
Following the acquisition by YFOR, the outstanding balance due from a director will be settled in accordance with the agreed arrangements. The Company will also align its accounting policies, financial reporting practices and internal controls with those of the YFOR following the change in control.
F-31
| 23 | FIRST-TIME ADOPTION OF IFRS ACCOUNTING STANDARDS |
These financial statements for the year ended March 31, 2026 are the first the Company has prepared in accordance with IFRS Accounting Standards. The Company has applied IFRS 1 First-time Adoption of International Financial Reporting Standards, with April 1, 2024 as the date of transition. The Company’s previous statutory financial statements were not prepared under IFRS Accounting Standards.
Reconciliation of the statement of financial position and equity at the date of transition (April 1, 2024)
The reconciliation starts from the Company’s management accounts as of March 31, 2024:
| Management accounts | Reclassification | Remeasurement | IFRS | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Current assets: | ||||||||||||||||
| Cash | 483,011 | - | - | 483,011 | ||||||||||||
| Trade receivables | 165,110 | - | - | 165,110 | ||||||||||||
| Other receivables (c) | 27,161 | 7,991 | - | 35,152 | ||||||||||||
| Amount due from a director (b) | - | 254,930 | - | 254,930 | ||||||||||||
| Inventories | 1,254,122 | - | - | 1,254,122 | ||||||||||||
| Total current assets | 1,929,404 | 262,921 | - | 2,192,325 | ||||||||||||
| Property and equipment, net (a) | 1,681,820 | - | (67,423 | ) | 1,614,397 | |||||||||||
| Total assets | 3,611,224 | 262,921 | (67,423 | ) | 3,806,722 | |||||||||||
| Liabilities: | ||||||||||||||||
| Trade and other payables | 423,929 | - | - | 423,929 | ||||||||||||
| Amounts due from the director and a related party (b) | (254,930 | ) | 254,930 | - | - | |||||||||||
| GST receivable, net (c) | (7,991 | ) | 7,991 | - | - | |||||||||||
| Provision for taxation | 30,503 | - | - | 30,503 | ||||||||||||
| Bank loans, current (d) | - | 469,154 | - | 469,154 | ||||||||||||
| Bank loans, non-current (d) | 2,465,092 | (469,154 | ) | - | 1,995,938 | |||||||||||
| Total liabilities | 2,656,603 | 262,921 | - | 2,919,524 | ||||||||||||
| Equity: | ||||||||||||||||
| Share capital | 70,000 | - | - | 70,000 | ||||||||||||
| Retained profit (a) | 884,621 | - | (67,423 | ) | 817,198 | |||||||||||
| Total equity | 954,621 | - | (67,423 | ) | 887,198 | |||||||||||
| Total liabilities and equity | 3,611,224 | 262,921 | (67,423 | ) | 3,806,722 | |||||||||||
| (a) | Remeasurement – depreciation of property. The management accounts carried the property at its cost of SGD1,680,000 without depreciation. Under IAS 16 the property is depreciated over its useful life; the accumulated depreciation of SGD67,423 at the date of transition was recognized against retained profit. |
| (b) | Reclassification – amounts due from the director and a related party. The management accounts presented debit balances with the director (SGD226,076) and a related party (SGD28,854) as negative amounts within current liabilities. They are presented as a current asset under IFRS. |
| (c) | Reclassification – GST. The net GST receivable of SGD7,991 was presented within current liabilities in the management accounts and is presented within other receivables under IFRS. |
| (d) | Reclassification – bank loans. The management accounts presented all bank loans as long-term liabilities. Under IAS 1 the principal repayable within twelve months, SGD469,154, is presented as a current liability. This is the principal repaid in the year ended March 31, 2025 on the loans outstanding at April 1, 2024. |
F-32
The adjustments had no effect on the Company’s cash flows.
Reconciliation of equity at March 31, 2025
The reconciliation is prepared on the same basis as the management accounts used at the date of transition, under which the property was carried at cost without depreciation.
| March 31, 2025 | ||||
| SGD | ||||
| Total equity under the previous basis | 321,369 | |||
| Accumulated depreciation on property (a) | (93,522 | ) | ||
| Total equity under IFRS | 227,847 | |||
Reconciliation of total comprehensive income for the year ended March 31, 2025
| Year ended March 31, 2025 | ||||
| SGD | ||||
| Profit for the year under the previous basis | 566,748 | |||
| Depreciation of property for the year (a) | (26,099 | ) | ||
| Profit and total comprehensive income for the year under IFRS | 540,649 | |||
The accumulated depreciation of SGD93,522 at March 31, 2025 comprises SGD67,423 at the date of transition and SGD26,099 for the year ended March 31, 2025. The reclassifications described in (b) to (d) above do not affect equity or profit. Depreciation of the property is not deductible for tax purposes, so the adjustment has no tax effect, and it has no effect on the statement of cash flows.
F-33
Exhibit 99.2
XTREME SOLUTION PTE. LTD.
INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
F-1
XTREME SOLUTION PTE. LTD.
UNAUDITED CONDENSED STATEMENTS OF FINANCIAL POSITION
| Note | June 30, 2026 (Unaudited) | March 31, 2026 | ||||||||||
| $ | $ | |||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash | 4 | 437,734 | 137,632 | |||||||||
| Trade receivables | 6 | 291,313 | - | |||||||||
| Other receivables | 6 | 58,241 | 93,251 | |||||||||
| Amount due from a director | 17 | 395,656 | 613,245 | |||||||||
| Inventories | 7 | 920,504 | 1,010,180 | |||||||||
| Total current assets | 2,103,448 | 1,854,308 | ||||||||||
| Non-current assets: | ||||||||||||
| Property and equipment, net | 8 | 1,792,474 | 1,800,000 | |||||||||
| Financial asset | 5 | 131,244 | 131,244 | |||||||||
| Total non-current assets | 1,923,718 | 1,931,244 | ||||||||||
| Total assets | 4,027,166 | 3,785,552 | ||||||||||
| Current liabilities: | ||||||||||||
| Trade and other payables | 9 | 755,695 | 609,925 | |||||||||
| Bank loans | 10 | 431,944 | 298,920 | |||||||||
| Provision for taxation | 16 | 47,481 | 141,906 | |||||||||
| Total current liabilities | 1,235,120 | 1,050,751 | ||||||||||
| Non-current liabilities: | ||||||||||||
| Bank loans | 10 | 1,736,405 | 1,978,508 | |||||||||
| Deferred tax liability | 16 | 40,736 | 40,736 | |||||||||
| Total non-current liabilities | 1,777,141 | 2,019,244 | ||||||||||
| Total liabilities | 3,012,261 | 3,069,995 | ||||||||||
| Equity | ||||||||||||
| Share capital | 11 | 70,000 | 70,000 | |||||||||
| Revaluation surplus | 8 | 198,885 | 198,885 | |||||||||
| Retained profit | 746,020 | 446,672 | ||||||||||
| Total equity | 1,014,905 | 715,557 | ||||||||||
| Total liabilities and equity | 4,027,166 | 3,785,552 | ||||||||||
See accompanying notes to unaudited condensed financial statements.
F-2
XTREME SOLUTION PTE. LTD.
UNAUDITED CONDENSED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the three months ended June 30, | ||||||||||||
| Note | 2026 (Unaudited) | 2025 (Unaudited) | ||||||||||
| SGD | SGD | |||||||||||
| Revenue | 13 | 1,047,759 | 1,539,151 | |||||||||
| Cost of revenue | (735,092 | ) | (1,172,071 | ) | ||||||||
| Gross profit | 312,667 | 367,080 | ||||||||||
| Other income | 2,014 | 2,029 | ||||||||||
| Employee compensation | 14 | (35,581 | ) | (34,229 | ) | |||||||
| Depreciation expenses | 8 | (7,526 | ) | (6,525 | ) | |||||||
| Interest expense | 15 | (21,216 | ) | (42,003 | ) | |||||||
| Other operating expenses | (30,205 | ) | (48,834 | ) | ||||||||
| Profit before tax | 220,153 | 237,518 | ||||||||||
| Income tax credit/(expense) | 16 | 79,195 | (41,487 | ) | ||||||||
| Profit for the period | 299,348 | 196,031 | ||||||||||
| Other comprehensive income for the period, net of tax | - | - | ||||||||||
| Total comprehensive income for the period | 299,348 | 196,031 | ||||||||||
See accompanying notes to unaudited condensed financial statements.
F-3
XTREME SOLUTION PTE. LTD.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
| Share capital | Retained profit | Revaluation surplus | Total equity | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Balance at April 1, 2025 | 70,000 | 157,847 | - | 227,847 | ||||||||||||
| Profit and total comprehensive income for the period | - | 196,031 | - | 196,031 | ||||||||||||
| Balance as at June 30, 2025 | 70,000 | 353,878 | - | 423,878 | ||||||||||||
| Balance at April 1, 2026 | 70,000 | 446,672 | 198,885 | 715,557 | ||||||||||||
| Profit and total comprehensive income for the period | - | 299,348 | - | 299,348 | ||||||||||||
| Balance as at June 30, 2026 | 70,000 | 746,020 | 198,885 | 1,014,905 | ||||||||||||
See accompanying notes to unaudited condensed financial statements.
F-4
XTREME SOLUTION PTE. LTD.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the three months ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| $ | $ | |||||||
| Cash flows from operating activities | ||||||||
| Profit before tax | 220,153 | 237,518 | ||||||
| Adjustments for: | ||||||||
| Depreciation of property and equipment (Note 8) | 7,526 | 6,525 | ||||||
| Interest expenses | 21,216 | 42,003 | ||||||
| 248,895 | 286,046 | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Trade receivables | (291,313 | ) | 100,696 | |||||
| Other receivables | 35,010 | (11,808 | ) | |||||
| Inventories | 89,676 | - | ||||||
| Trade and other payables | 145,770 | 136,769 | ||||||
| Cash provided by operations | 228,038 | 511,703 | ||||||
| Interest paid | (21,216 | ) | (42,003 | ) | ||||
| Income tax paid | (15,230 | ) | - | |||||
| Income tax refund | - | 19,038 | ||||||
| Net cash provided by operating activities | 191,592 | 488,738 | ||||||
| Investing activities | ||||||||
| Repayment from/(advances to) a director | 217,589 | (125,575 | ) | |||||
| Net cash provided by/(used in) investing activities | 217,589 | (125,575 | ) | |||||
| Financing activities | ||||||||
| Repayment of bank loans | (109,079 | ) | (139,033 | ) | ||||
| Net cash used in financing activities | (109,079 | ) | (139,033 | ) | ||||
| Net increase in cash | 300,102 | 224,130 | ||||||
| Cash balances at beginning of periods | 137,632 | 195,162 | ||||||
| Cash balances at end of periods | 437,734 | 419,292 | ||||||
See accompanying notes to unaudited condensed financial statements.
F-5
XTREME SOLUTION PTE. LTD.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Xtreme Solution Pte. Ltd. (the “Company”) (UEN: 201110110M) is a private company limited by shares, incorporated in Singapore on April 28, 2011 and domiciled in Singapore. The Company’s registered office is located at 1 Rochor Canal Road, #02-21, Sim Lim Square, Singapore 188504.
The Company is principally engaged in the wholesale distribution of information technology products, computer hardware, peripherals, software and related technology products. The Company also engages in the retail sale of computer hardware, peripheral equipment and computer software.
The Company’s financial year ends on March 31. Up to March 31, 2026, the Company’s controlling party was its director, Mr. Soh Weilun. On April 1, 2026, Ren Yinan acquired 66,500 ordinary shares of the Company, representing 95.0% of the Company’s issued share capital, and became the controlling shareholder of the Company. On August 3, 2026, YY Group Holding Limited (renamed YYForce Inc. (“YFOR”) with effect from September 2, 2026) acquired the same 66,500 ordinary shares and the Company became a subsidiary of YFOR (Note 20).
| 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 2.1 | Basis of preparation |
These unaudited condensed interim financial statements for the three months ended June 30, 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards and should be read in conjunction with the Company’s financial statements for the year ended March 31, 2026. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements.
The condensed statement of financial position as at March 31, 2026 has been derived from the Company’s audited financial statements for the year then ended, which were authorised for issue on October 2, 2026. The condensed statements of profit or loss and other comprehensive income, changes in equity and cash flows for the three months ended June 30, 2026 and 2025, and the related notes, are unaudited.
The Company’s financial statements for the year ended March 31, 2026 were its first financial statements prepared in accordance with IFRS Accounting Standards, with April 1, 2024 as the date of transition. The effect of the transition, including the reconciliations required by IFRS 1 First-time Adoption of International Financial Reporting Standards, is explained in Note 23 of those financial statements. These condensed interim financial statements are prepared on the same basis.
Earnings per share and operating segment information are not presented as the Company’s equity and debt instruments are not traded in a public market and the Company is not within the scope of IAS 33 Earnings per Share or IFRS 8 Operating Segments.
These condensed interim financial statements have been prepared on a going concern basis. As at June 30, 2026, the Company had net current assets of $868,328 (March 31, 2026: $803,557) and net assets of $1,014,905 (March 31, 2026: $715,557), and generated net cash from operating activities of $191,592 for the three months then ended. The Company’s bank loans are subject to change-of-control provisions as described in Note 10. Management has assessed that the Company has adequate resources to continue its operations and meet its obligations as they fall due for at least twelve months from the date of approval of these condensed interim financial statements.
These condensed interim financial statements were authorised for issue by the Board of Directors on October 2, 2026.
F-6
| 2.2 | Basis of measurement |
These financial statements have been prepared on a historical cost basis, except for property, which is measured at revalued amounts, and the financial asset measured at fair value through profit or loss.
| 2.3 | Functional and presentation currency |
These financial statements are presented in Singapore dollars (“SGD” or “S$” or “$”), which is the Company’s functional currency.
| 2.4 | Use of estimates and judgments |
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied in the financial statements for the year ended March 31, 2026, except for the estimate of income tax expense, which is determined using the estimated weighted average annual effective income tax rate, and the change in estimate of income tax in respect of prior years (Notes 12 and 16).
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements is included in the following notes:
| ● | Note 3.4 – Measurement of fair value of property; Note 3.10 – Inventory net realisable value; Note 3.11 – Expected credit losses; and Note 3.9 – Recognition of deferred tax. |
| 3 | SIGNIFICANT ACCOUNTING POLICIES |
The Company has consistently applied the following accounting policies to all years presented in these financial statements.
The accounting policies applied in these condensed interim financial statements are the same as those applied in the Company’s audited financial statements for the year ended March 31, 2026, including the revaluation model for property adopted on March 31, 2026, except for the adoption of the amended standards set out in Note 3.1(a) and the measurement of income tax expense for the interim period, which is recognised based on management’s estimate of the weighted average annual income tax rate expected for the full financial year.
| 3.1 | New standards, amendments to existing standards and annual improvements |
| (a) | New and amended IFRS Accounting Standards that are effective |
The IASB has issued the following amendments to IFRSs that are first effective for the Company’s financial year beginning April 1, 2026 and have been applied in these condensed interim financial statements:
| ● | Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 | |
| ● | Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 | |
| ● | Annual Improvements to IFRS Accounting Standards – Volume 11 |
F-7
| (b) | New and revised IFRS Accounting Standards in issue but not yet effective |
| ● | IFRS 18 Presentation and Disclosure in Financial Statements |
| ● | Translation to a Hyperinflationary Presentation Currency – Amendments to IAS 21 | |
| ● | IFRS 19 Subsidiaries without Public Accountability: Disclosures (including the 2025 amendments) |
The application of the amendments set out in Note 3.1(a) has not had a material impact on the amounts reported or the disclosures in these condensed interim financial statements. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
IFRS 18 Presentation and Disclosure in Financial Statements will replace IAS 1 for the Company’s financial year ending March 31, 2028, with retrospective application. IFRS 18 introduces defined categories and required subtotals in the statement of profit or loss (including operating profit), disclosures about management-defined performance measures and enhanced requirements for the aggregation and disaggregation of information. The Company is currently assessing the impact of IFRS 18, which is expected to affect mainly presentation and disclosure. The other standards and amendments listed in Note 3.1(b) are not expected to have a material impact on the Company’s financial statements.
| 3.2 | Foreign currency |
| i) | Foreign currency transactions |
Transactions in foreign currencies are translated into Singapore dollars (“SGD”), being the Company’s functional and presentation currency, at the exchange rates prevailing on the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies, including trade receivables, trade payables and bank balances, are translated into SGD at the exchange rates prevailing at the reporting date.
Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the exchange rates at the dates of the transactions.
Exchange differences arising from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities are recognized in profit or loss in the period in which they arise.
| 3.3 | Financial instruments |
| i) | Recognition and initial measurement |
Trade receivables and debt investments issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
| ii) | Classification and subsequent measurement |
| a) | Financial assets |
On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“FVOCI”), which means the gains or losses resulting from assets measured at fair value due to changes in fair value-measured amounts, FVOCI - debt investment; FVOCI – equity investment; or FVTPL.
F-8
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting year following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
| ● | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
| ● | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
| ● | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
| ● | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
On initial recognition of an equity investment that is not held-for-trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets – Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to management. The information considered includes:
| ● | the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets; |
| ● | how the performance of the portfolio is evaluated and reported to the Company’s management; |
| ● | the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; |
| ● | how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and |
| ● | the frequency, volume and timing of sales of financial assets in prior years, the reasons for such sales and expectations about future sales activity. |
F-9
Transfer of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.
Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:
| ● | contingent events that would change the amount or timing of cash flows; |
| ● | terms that may adjust the contractual coupon rate, including variable-rate features; |
| ● | prepayment and extension features; and |
| ● | terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features). |
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets – Subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
F-10
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
| b) | Financial liabilities – Classification, subsequent measurement and gains and losses |
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Directly attributable transaction costs are recognized in profit or loss as incurred.
Other financial liabilities are initially measured at fair value less directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. These financial liabilities comprised loans and borrowings and trade and other payables.
| iii) | Derecognition |
| a) | Financial assets |
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
Where the Company enters into transactions whereby it transfers assets recognized in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.
| b) | Financial liabilities |
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
| iv) | Share capital |
Shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognized as a deduction from equity, net of any tax effects.
| 3.4 | Property and equipment |
| (i) | Recognition and measurement |
Property and equipment are initially measured at cost.
Property is subsequently measured using the revaluation model and is carried at its revalued amount, being its fair value at the date of revaluation, less subsequent accumulated depreciation and accumulated impairment losses. Revaluations are performed with sufficient regularity to ensure that the carrying amount does not differ materially from its fair value at the reporting date.
F-11
Any increase in the carrying amount arising from a revaluation of property is recognised in other comprehensive income and accumulated in equity under the heading of revaluation surplus, except to the extent that it reverses a revaluation decrease previously recognised in profit or loss, in which case the increase is recognised in profit or loss. Any decrease arising from a revaluation is recognised in profit or loss, except to the extent that it reverses a previous revaluation surplus relating to the same asset, in which case it is recognised in other comprehensive income and reduces the revaluation surplus.
Equipment is measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. Cost also includes:
| ● | any other costs directly attributable to bringing the assets to a working condition for their intended use; and |
| ● | when the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located |
When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.
The gain or loss on disposal of an item of property and equipment is recognized in profit or loss and presented within other income or other expenses.
| ii) | Subsequent costs |
The cost of replacing a component of an item of property and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property and equipment are recognized in profit or loss as incurred and presented within cost of revenue and general and administrative expenses.
| iii) | Depreciation |
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognized as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property and equipment, unless it is included in the carrying amount of another asset.
Depreciation is recognized from the date that the property and equipment is installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.
Depreciation on revalued property is recognised in profit or loss. The depreciation charge is based on the revalued carrying amount of the property over its remaining useful life. The portion of the revaluation surplus attributable to the difference between depreciation based on the revalued carrying amount and depreciation based on the property’s original cost may be transferred directly from revaluation surplus to retained profit. Such transfer is recognised directly in equity and is not made through profit or loss.
The estimated useful lives for the current and comparative years are as follows:
| Property | 60 years | |||
| Signage | 3 years | |||
| Office equipment | 3 years | |||
| Renovation | 3 years | |||
| Furniture and equipment | 3 years | |||
| Computer | 3 years |
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.
F-12
| 3.5 | Employee benefits |
| i) | Defined contribution plans |
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the years during which related services are rendered by employees.
| ii) | Short-term employee benefits |
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or other plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
| iii) | Employee leave entitlement |
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
| 3.6 | Revenue |
The Company recognizes revenue in accordance with IFRS 15, Revenue from Contracts with Customers. Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, including goods and services tax (“GST”).
Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company applies the five-step model prescribed by IFRS 15 in determining the timing and amount of revenue to be recognized. Revenue is recognized net of returns, rebates, discounts and other variable consideration, to the extent that it is highly probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The Company generally does not adjust the promised amount of consideration for the effects of a significant financing component as the period between the transfer of goods or services and payment by the customer is typically one year or less.
Revenue from sale of computer hardware, peripherals, software and related technology products
The Company principally generates revenue from the distribution and sale of computer hardware, peripherals, software and related technology products.
Revenue is recognized at a point in time when control of the products is transferred to the customer. The transfer of control generally occurs upon delivery of the products to the customer, collection of the products by the customer, or when the products are delivered to a location designated by the customer, depending on the contractual terms of sale.
F-13
In determining when control has transferred, the Company considers indicators including, but not limited to, the following:
| ● | the Company has a present right to payment for the products; | |
| ● | legal title to the products has passed to the customer; | |
| ● | physical possession of the products has been transferred to the customer; | |
| ● | the significant risks and rewards of ownership have transferred to the customer; and | |
| ● | customer acceptance has been obtained where applicable. |
Revenue is recognized based on the price specified in the contract, net of trade discounts, rebates and estimated product returns.
Product returns
Certain customers are entitled to return products in accordance with contractual arrangements and the Company’s established return policies. The Company recognizes a refund liability for the amount of consideration expected to be refunded to customers and a corresponding asset representing its right to recover products expected to be returned by customers.
Expected returns are estimated based on historical experience, current market conditions and other relevant factors. Estimates relating to returns are reassessed at each reporting date and adjusted where necessary.
Where the Company concludes, based on historical experience and other relevant factors, that product returns are immaterial, no material refund liability or return asset is recognized.
| 3.7 | Cost of revenue |
Cost of revenues consists mainly of purchases, freight and handling charges, and other expenses directly attributable to the sale of goods.
| 3.8 | Finance costs |
The Company’s finance costs include:
| ● | interest expenses |
Interest expense is recognized using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
| ● | the gross carrying amount of the financial asset; or |
| ● | the amortized cost of the financial liability. |
In calculating interest expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability.
F-14
| 3.9 | Income taxes |
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or items recognized directly in equity or in OCI.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
| ● | temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; |
The measurement of deferred taxes reflects the tax consequences that would follow the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans of the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.
In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for income tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Company to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact income tax expense in the period that such a determination is made.
F-15
| 3.10 | Inventories |
Inventories are measured at the lower of cost and net realisable value. Cost is determined using the weighted average method and comprises purchase cost and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale. Allowances are made for slow-moving, obsolete or damaged inventories based on management’s assessment of their condition and estimated net realisable value.
| 3.11 | Impairment of financial assets |
The Company recognises loss allowances for expected credit losses (“ECLs”) on non-derivative financial assets measured at amortised cost. The Company applies the simplified approach to provide for ECLs for all non-derivative financial assets, under which allowances are measured at an amount equal to lifetime ECLs. For trade receivables, lifetime ECLs are measured using a provision matrix based on the age of the receivables. The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of recovery.
| 3.12 | Government grants |
Grants that compensate the Company for expenses incurred are recognised in profit or loss as other income on a systematic basis in the periods in which the expenses are recognised, unless the conditions for receiving the grant are met after the related expenses have been recognised, in which case the grant is recognised when it becomes receivable.
| 3.13 | Cash |
Cash comprises cash at banks and cash on hand. The Company had no cash equivalents or bank overdrafts as of June 30, 2026 and March 31, 2026.
| 4 | CASH |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Cash at banks | 437,534 | 137,432 | ||||||
| Cash on hand | 200 | 200 | ||||||
| Cash in the statements of financial position | 437,734 | 137,632 | ||||||
F-16
| 5 | FINANCIAL ASSET |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Financial asset measured at FVTPL | 131,244 | 131,244 | ||||||
The Company holds a single-premium keyman life insurance policy (Prudential policy no. A1712679, issued on November 10, 2025) on its director, Mr. Soh Weilun, as the life assured. The Company is the policyowner. The policy has been legally assigned to United Overseas Bank Limited as security for a term loan (Note 10). The policy is measured at fair value through profit or loss based on its cash surrender value.
The fair value of the policy is determined based on the cash surrender value provided by the insurance company and is classified as Level 3 within the fair value hierarchy. No premiums were paid and no fair value gain or loss was recognised in profit or loss for the three months ended June 30, 2026. Fair value measurement disclosures are set out in Note 18.
| 6 | TRADE AND OTHER RECEIVABLES, NET |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Trade receivables | 291,313 | - | ||||||
| Deposits | 19,833 | 19,833 | ||||||
| Other receivables | 38,408 | 73,418 | ||||||
| Total other receivables | 58,241 | 93,251 | ||||||
| Total trade and other receivables | 349,554 | 93,251 | ||||||
Trade receivables are non-interest bearing and no interest is charged on the outstanding balances.
Trade receivables are generally on 30 days’ credit terms. The Company measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses using a provision matrix. No loss allowance has been recognised on trade receivables, other receivables or the amount due from a director as at June 30, 2026 and March 31, 2026, and there were no impairment losses or reversals of impairment losses on financial assets during the three months ended June 30, 2026 and 2025.
| 7 | INVENTORIES |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Finished goods | 920,504 | 1,010,180 | ||||||
As of June 30, 2026 and March 31, 2026, no write-downs to net realisable value were recorded, and there were no reversals of write-downs during the three months ended June 30, 2026 and 2025.
F-17
| 8 | PROPERTY AND EQUIPMENT, NET |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Property, at valuation | 1,800,000 | 1,800,000 | ||||||
| Computers - hardware & software | 83,947 | 83,947 | ||||||
| Renovation | 41,496 | 41,496 | ||||||
| Furniture and equipment | 16,869 | 16,869 | ||||||
| Signage | 6,740 | 6,740 | ||||||
| Office equipment | 6,819 | 6,819 | ||||||
| 1,955,871 | 1,955,871 | |||||||
| Less: accumulated depreciation | (163,397 | ) | (155,871 | ) | ||||
| Property and equipment, net | 1,792,474 | 1,800,000 | ||||||
There were no additions to, or disposals of, property and equipment during the three months ended June 30, 2026 and 2025, and no impairment indicators were identified. Other than the property, all items of property and equipment are fully depreciated.
The property is a strata-titled commercial unit of 52 square metres at 1 Rochor Canal Road, #02-20, Sim Lim Square, Singapore 188504, held under a 99-year lease that commenced on April 8, 1983 and expires on April 7, 2082. The property is mortgaged to United Overseas Bank Limited (Note 10).
The property was revalued to its fair value of $1,800,000 as at March 31, 2026 by external, independent valuers using the direct comparison method (Level 3). The resulting revaluation increase of $239,621 was recognised in other comprehensive income and accumulated in the revaluation surplus of $198,885, net of the related deferred tax liability of $40,736. Management considers that the carrying amount of the property as at June 30, 2026 does not differ materially from its fair value.
Depreciation of $7,526 (three months ended June 30, 2025: $6,525) was recognised on the property for the period. From April 1, 2026, depreciation is based on the revalued amount of $1,800,000 over the property’s remaining useful life of approximately 60 years. Had the property been measured using the cost model, its carrying amount as at June 30, 2026 would have been $1,553,854 (March 31, 2026: $1,560,379).
The revaluation surplus is not available for distribution to the shareholders. No transfer of the excess depreciation from the revaluation surplus to retained profit has been made.
| 9 | TRADE AND OTHER PAYABLES |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Trade payables: | ||||||||
| Third parties | 744,664 | 598,950 | ||||||
| Other payables and accrued liabilities: | ||||||||
| Accrued payroll and pension | 3,631 | 3,575 | ||||||
| Accrued operating expenses | 7,400 | 7,400 | ||||||
| Total trade and other payables | 755,695 | 609,925 | ||||||
Trade payables are non-interest bearing and are normally settled on 30 days’ credit terms.
F-18
| 10 | BANK LOANS |
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Bank loans | ||||||||
| Non-current | 1,736,405 | 1,978,508 | ||||||
| Current | 431,944 | 298,920 | ||||||
| Total bank loans | 2,168,349 | 2,277,428 | ||||||
The bank loans are denominated in Singapore dollars and are guaranteed by Mr. Soh Weilun, the director of the Company. The guaranteed bank loan of $1,512,000 is secured by a mortgage over the Company’s property (Note 8). The term loan from United Overseas Bank Limited (March 31, 2026: $98,645) bears interest at 0.60% per annum above the 3-month Compounded SORA, is repayable in 120 monthly instalments and is secured by a legal assignment of the keyman life insurance policy (Note 5). The weighted average effective interest rate of the bank loans for the three months ended June 30, 2026 was approximately 3.8% per annum (year ended March 31, 2026: 3.74%).
During the three months ended June 30, 2026, the Company repaid bank loans of $109,079 (three months ended June 30, 2025: $139,033) and did not draw down any new borrowings.
The term loan facility with United Overseas Bank Limited requires the bank’s prior written consent to any direct or indirect change of control in the shareholding or management of the Company, and the Company’s other loan arrangements and the related director guarantees are subject to change-of-control provisions. The transfer of 95.0% of the Company’s shares on April 1, 2026 (Note 1) and the acquisition by YFOR on August 3, 2026 (Note 20) are changes of control for this purpose. Management is in the process of obtaining the necessary confirmations and/or consents from the lenders and from the director as guarantor. Until these consents are obtained, the lenders may be entitled to require early repayment of the bank loans. No lender had demanded early repayment as at the date of authorisation of these condensed interim financial statements, and the loans continued to be repaid in accordance with their repayment schedules during the period.
| 11 | SHARE CAPITAL |
Number of share | SGD | |||||||
| Issued and fully paid ordinary shares | ||||||||
| At April 1, 2025, June 30, 2025, April 1, 2026 and June 30, 2026 | 70,000 | 70,000 | ||||||
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The ordinary shares have no par value.
There were no issuances, repurchases or repayments of equity securities during the three months ended June 30, 2026 and 2025.
No dividends were declared or paid during the three months ended June 30, 2026 and 2025.
| 12 | SIGNIFICANT EVENTS AND TRANSACTIONS |
The following events and transactions during the three months ended June 30, 2026 are significant to an understanding of the changes in the Company’s financial position and performance since March 31, 2026:
| (a) | Revenue decreased by 31.9% to $1,047,759 (three months ended June 30, 2025: $1,539,151), while the gross profit margin increased to 29.8% (three months ended June 30, 2025: 23.8%). |
| (b) | An income tax credit of $126,677 was recognised in respect of changes in estimates related to prior years, resulting in a net income tax credit of $79,195 for the period (Note 16). |
| (c) | Trade receivables increased to $291,313 (March 31, 2026: nil), reflecting credit sales made during the period that were outstanding at the reporting date. |
F-19
| (d) | The amount due from a director decreased from $613,245 to $395,656 as a result of net repayments of $217,589 received during the period (Note 17). Following the acquisition by YFOR, the outstanding balance will be settled in accordance with the agreed arrangements. |
| (e) | The Company repaid bank loans of $109,079 during the period (Note 10). |
| (f) | On April 1, 2026, Ren Yinan acquired 95.0% of the Company’s issued share capital from the director and became the controlling shareholder (Note 1). This change of control is subject to the change-of-control provisions in the Company’s loan facilities (Note 10). |
Seasonality of operations
The Company’s operations are not subject to significant seasonal or cyclical fluctuations.
Other matters
Other than the above, during the three months ended June 30, 2026 there were no unusual items affecting assets, liabilities, equity, net income or cash flows; no write-downs of inventories or impairment losses on financial or non-financial assets; no acquisitions, disposals or commitments to purchase property and equipment; no litigation settlements; no corrections of prior period errors; no changes in business or economic circumstances affecting the fair value of financial assets or liabilities; no loan defaults or breaches; and no changes in the classification of financial assets.
| 13 | REVENUE |
The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category:
| For the three months ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| SGD | SGD | |||||||
| Revenue - Finished goods | 1,047,759 | 1,539,151 | ||||||
| Timing of transfer of goods and services | ||||||||
| At a point in time | 1,047,759 | 1,539,151 | ||||||
Contract balances
The Company had no contract assets or contract liabilities as at June 30, 2026 and March 31, 2026, and no revenue was recognised in the period from performance obligations satisfied in previous periods.
Remaining performance obligations
The Company applies the practical expedient in IFRS 15 and does not disclose information about remaining performance obligations, as all contracts with customers have an original expected duration of one year or less.
| 14 | EMPLOYEE COMPENSATION |
| For the three months ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| SGD | SGD | |||||||
| Salaries and bonuses | 30,594 | 29,538 | ||||||
| Defined contribution plans | 4,930 | 4,628 | ||||||
| Other short-term benefits | 57 | 63 | ||||||
| 35,581 | 34,229 | |||||||
F-20
| 15 | INTEREST EXPENSES |
| For the three months ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| SGD | SGD | |||||||
| Interest expense on: | ||||||||
| - bank loans | 21,216 | 42,003 | ||||||
| 16 | TAXATION |
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| SGD | SGD | |||||||
| Current tax expense | ||||||||
| Current year | 47,482 | 41,487 | ||||||
| Changes in estimates related to prior years | (126,677 | ) | - | |||||
| Income tax (credit)/expense | (79,195 | ) | 41,487 | |||||
A reconciliation between income tax (credit)/expense and the product of accounting profit multiplied by the applicable corporate rate for the three months ended June 30, 2026 and 2025 is as follows:
| For the three months ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| SGD | SGD | |||||||
| Reconciliation between tax expenses and accounting profit at applicable tax rate | ||||||||
| Profit before tax | 220,153 | 237,518 | ||||||
| Tax at the statutory rate of 17% (2025: 17%) | 37,426 | 40,378 | ||||||
| Non-deductible expenses | 10,398 | 1,109 | ||||||
| Income not subject to tax | (342 | ) | - | |||||
| Utilization of previously unrecognized temporary differences | - | - | ||||||
| Changes in estimates related to prior years | (126,677 | ) | - | |||||
| Income tax (credit)/expense | (79,195 | ) | 41,487 | |||||
Income tax expense for the interim period is recognised based on management’s estimate of the weighted average annual income tax rate expected for the full financial year ending March 31, 2027, applied to the pre-tax income of the interim period. The effective tax rate on current-period profit, excluding the adjustment in respect of prior years, is 21.6% (three months ended June 30, 2025: 17.5%). Depreciation of the property is not deductible for tax purposes.
The change in estimates related to prior years of $126,677 represents an over-provision of income tax in respect of prior years (Note 12).
The provision for taxation of $47,481 as at June 30, 2026 comprises the opening provision of $141,906, less income tax paid of $15,230 and the change in estimates related to prior years of $126,677, plus current-period tax of $47,482.
The deferred tax liability of $40,736 (March 31, 2026: $40,736) arose on the revaluation of property as at March 31, 2026 and was recognised in other comprehensive income.
The Company is not within the scope of the OECD Pillar Two model rules as the consolidated revenue of the group to which it belongs, including the YFOR group following the acquisition described in Note 20, is below EUR 750 million. Accordingly, no top-up tax has been recognised.
F-21
| 17 | RELATED PARTY TRANSACTION |
| i) | Transactions with key management personnel |
| a) | Key management personnel compensation |
Compensation to Directors of the Company comprised the following:
| For the three months ended June 30, | ||||||||
2026 (Unaudited) | 2025 (Unaudited) | |||||||
| SGD | SGD | |||||||
| Short-term employee benefits | 15,000 | 15,000 | ||||||
| b) | Key management personnel transactions |
The aggregate value of transactions and outstanding balances related to key management personnel were as follows.:
| For the three months ended June 30, | As of June 30, | As of | ||||||||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | 2026 (Unaudited) | March 31, 2026 | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Repayment (from)/loan to a director, net | (217,589 | ) | 125,575 | 395,656 | 613,245 | |||||||||||
Up to March 31, 2026, the Company’s controlling party was its director, Mr. Soh Weilun. From April 1, 2026, the controlling shareholder was Ren Yinan (Note 1).
The amount due from a director represents a non-trade balance that is unsecured, interest-free and repayable on demand. No loss allowance has been recognised as the expected credit loss is not material. Following the acquisition by YFOR, the outstanding balance will be settled in accordance with the agreed arrangements.
The director has personally guaranteed the Company’s bank loans (Note 10). The director is also the life assured under the keyman life insurance policy held by the Company, which has been assigned to United Overseas Bank Limited as security for a term loan (Note 5).
Unless otherwise stated, related party transactions were carried out on terms agreed between the parties, and outstanding balances are unsecured and settled in cash. There were no other significant related party transactions during the three months ended June 30, 2026 and 2025.
| 18 | FINANCIAL INSTRUMENTS |
| (a) | Categories of financial instruments |
The carrying amounts of financial assets and financial liabilities in each category are as follows:
As of June 30, (Unaudited) | As of March 31, 2026 | |||||||
| SGD | SGD | |||||||
| Financial assets at amortised cost | ||||||||
| Cash | 437,734 | 137,632 | ||||||
| Trade receivables | 291,313 | - | ||||||
| Other receivables | 58,241 | 93,251 | ||||||
| Amount due from a director | 395,656 | 613,245 | ||||||
| 1,182,944 | 844,128 | |||||||
| Financial assets at FVTPL | ||||||||
| Financial asset (Note 5) | 131,244 | 131,244 | ||||||
| Total financial assets | 1,314,188 | 975,372 | ||||||
| Financial liabilities at amortised cost | ||||||||
| Trade and other payables | 755,695 | 609,925 | ||||||
| Bank loans | 2,168,349 | 2,277,428 | ||||||
| Total financial liabilities | 2,924,044 | 2,887,353 | ||||||
F-22
| (b) | Fair value measurement |
Financial instruments measured at fair value are classified using a fair value hierarchy that reflects the significance of the inputs used: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly; and Level 3 – unobservable inputs.
The financial asset at FVTPL of $131,244 (March 31, 2026: $131,244), being the keyman life insurance policy (Note 5), is measured at fair value on a recurring basis based on its cash surrender value and is categorised within Level 3 of the fair value hierarchy. There were no premiums paid, fair value changes or transfers between levels of the fair value hierarchy, and no changes in valuation techniques, during the three months ended June 30, 2026.
The property (Note 8) is a non-financial asset measured at fair value using Level 3 inputs, the significant unobservable input being the price per square foot of comparable properties adjusted for differences in location, floor area, tenure and condition.
The carrying amounts of cash, trade and other receivables, the amount due from a director and trade and other payables approximate their fair values because of their short-term nature. The carrying amounts of bank loans, which bear interest at fixed and floating rates, approximate their fair values.
| (c) | Financial risk management |
The Company’s financial risk management objectives and policies are consistent with those disclosed in the financial statements for the year ended March 31, 2026.
| 19 | CONTINGENT LIABILITIES AND COMMITMENTS |
As at June 30, 2026 and March 31, 2026, the Company had no material contingent liabilities, contingent assets or capital commitments, and there have been no changes in contingent liabilities or contingent assets since March 31, 2026.
| 20 | SUBSEQUENT EVENTS |
On August 3, 2026, YY Group Holding Limited, a company incorporated in the British Virgin Islands and renamed YYForce Inc. (“YFOR”) with effect from September 2, 2026, acquired 66,500 ordinary shares of the Company, representing 95.0% of the Company’s issued share capital, for total consideration of approximately $4,500,000. Following completion of the acquisition, the Company became a subsidiary of YFOR. The transaction occurred subsequent to the reporting date and is therefore not reflected in these condensed interim financial statements.
The shares are registered in the name of YY Group Holding Limited, the name of YFOR at the date of acquisition. With effect from September 2, 2026, YFOR’s Class A ordinary shares trade on the Nasdaq Capital Market under the ticker symbol “YFOR” (previously “YYGH”). The director, Mr. Soh Weilun, holds the remaining 3,500 ordinary shares (5.0%).
The acquisition by YFOR is a further change of control under the Company’s loan facilities (Note 10).
The Company has evaluated events occurring after the reporting period up to October 2, 2026, the date on which these condensed interim financial statements were authorised for issue. Other than the above, no significant events have occurred after the reporting period that require adjustment to or disclosure in these condensed interim financial statements.
F-23
YYFORCE INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of the financial information of YYForce Inc. (the “Company”) and Xtreme Solution Pte. Ltd. (the “Xtreme”).
The unaudited pro forma condensed combined statements of profit or loss for the year ended December 31, 2025 and for the six months ended June 30, 2026 have been prepared as if the 95% acquisition of Xtreme had occurred on January 1, 2025.
The unaudited pro forma condensed combined statements of financial position as of June 30, 2026 has been prepared as if the 95% acquisition of Xtreme had occurred on June 30, 2026.
As of the date of the Current Report on Form 6-K to which the following unaudited pro forma condensed combined financial statements are filed as an exhibit (the “Form 6-K”), and given that the Acquisition has not been completed, the Company has not completed the detailed valuation analysis necessary to arrive at final estimates of the fair market value of the assets of Xtreme to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Xtreme’s accounting policies to the Company’s accounting policies. Based on the information currently available, the Company has made certain adjustments to the historical book values of the assets and liabilities of Xtreme to reflect preliminary estimates of fair values necessary to prepare the unaudited pro forma condensed combined financial information, with the excess of the purchase price over the adjusted historical net assets of Xtreme recorded as goodwill. Actual results may differ from unaudited pro forma condensed combined financial information provided herein once the Acquisition is completed and the Company has determined the final purchase price for Xtreme, has completed the valuation analysis necessary to finalize the required purchase price allocations and has identified any additional conforming accounting policy changes for Xtreme. There can be no assurance that such finalization will not result in material changes.
Description of the Business Combination
On August 3, 2026, the Company, entered into a sales and purchase agreement (the “Sale and Purchase Agreement”) with Madam Ren Yinan (“Mdm. Ren”), pursuant to which the Company conditionally agreed to purchase, and Mdm. Ren, conditionally agreed to sell, 66,500 shares, or 95% of the outstanding shares, of Xtreme, for total consideration of approximately US$5,353,833, comprising cash consideration of US$695,357 and share consideration of US$4,658,476, respectively. Upon closing of the Sale and Purchase Agreement, the Company will own 95% of the equity interests in Xtreme. The Sale and Purchase Agreement was completed on August 3, 2026.
F-24
Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial information is based on:
The Company’s unaudited condensed consolidated statements of financial position as of June 30, 2026, in the Form 6-K filed with the SEC on September 25, 2026.
The Company’s unaudited condensed consolidated statement of profit or loss for the six months ended June 30, 2026, in the Form 6-K filed with the SEC on September 25, 2026.
The Company’s audited consolidated statement of profit or loss and for the year ended December 31, 2025, in the Amendment No.1 to Form 20-F filed with the SEC on April 24, 2026.
The Xtreme’s audited statement of financial position as of March 31, 2026, in the Form 6-K filed with the SEC on October 2, 2026.
The Xtreme’s audited statement of profit or loss for year ended March 31, 2026, in the Form 6-K filed with the SEC on October 2, 2026.
The Xtreme’s unaudited statement of profit or loss for the six months ended June 30, 2026 was derived from the management accounts of Xtreme, prepared in accordance with IFRS.
Translations of amounts in the statements of financial position, statements of profit or loss of Xtreme from Singapore Dollars (“SGD”) into United States Dollar (“USD”) as of March 31, 2026 and for the period ended March 31, 2026 and the six months ended June 30, 2026 are solely for the convenience of the reader and were calculated at the rate of USD1 — SGD1.2943, No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate.
The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical financial position and results that would have been achieved had the companies always been combined or the future financial position and results that the post-combination company will experience. The Company has not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The Company is still in the process of performing a full review of Xtreme’s accounting policies to determine if there are any additional material differences that require modification or reclassification of Xtreme’s revenues, expenses, assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of Xtreme that, when conformed, could have a material impact on the pro forma financial information.
F-25
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL POSITION
AS OF JUNE 30, 2026
| Company historical | Xtreme historical | Transaction accounting Adjustment | Notes | Pro Forma Combined | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash | 3,082,570 | 106,338 | (695,357 | ) | (a) | 2,493,551 | ||||||||||||
| Trade receivables, net | 11,063,513 | - | - | 11,063,513 | ||||||||||||||
| Prepayment and other current assets | 4,373,945 | 72,047 | - | 4,445,992 | ||||||||||||||
| Amount due from related parties | 4,054,010 | 473,804 | - | 4,527,814 | ||||||||||||||
| Inventories | - | 780,484 | - | 780,484 | ||||||||||||||
| Total current assets | 22,574,038 | 1,432,673 | (695,357 | ) | 23,311,354 | |||||||||||||
| Non-current assets: | ||||||||||||||||||
| Right-of-use assets | 1,254,966 | - | - | 1,254,966 | ||||||||||||||
| Intangible assets, net | 5,017,595 | - | - | 5,017,595 | ||||||||||||||
| Investment properties | 2,381,942 | - | - | 2,381,942 | ||||||||||||||
| Property and equipment, net | 579,025 | 1,390,713 | - | 1,969,738 | ||||||||||||||
| Financial assets measured at fair value through profit or loss (“FVTPL”) | 100,000 | 101,402 | - | 201,402 | ||||||||||||||
| Prepayment and other non-current assets | 179,151 | - | - | 179,151 | ||||||||||||||
| Goodwill | 5,808,574 | - | 4,828,623 | (c) | 10,637,197 | |||||||||||||
| Deferred tax assets | 125,825 | - | - | 125,825 | ||||||||||||||
| Total non-current assets | 15,447,078 | 1,492,115 | 4,828,623 | 21,767,816 | ||||||||||||||
| Total assets | 38,021,116 | 2,924,788 | 4,133,266 | 45,079,170 | ||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Trade and other payables | 4,572,651 | 580,879 | - | 5,153,530 | ||||||||||||||
| Contract liabilities | 572,280 | - | 572,280 | |||||||||||||||
| Amount due to related parties | 189,696 | - | 189,696 | |||||||||||||||
| Lease liabilities, current | 411,619 | - | 411,619 | |||||||||||||||
| Convertible notes designated at FVTPL | 14,379 | - | 14,379 | |||||||||||||||
| Loans and borrowings, current | 4,937,830 | 230,951 | - | 5,168,781 | ||||||||||||||
| Total current liabilities | 10,698,455 | 811,830 | - | 11,510,285 | ||||||||||||||
| Non-current liabilities: | ||||||||||||||||||
| Loans and borrowings, non-current | 367,687 | 1,528,632 | - | 1,896,319 | ||||||||||||||
| Warrant liabilities | 17,733 | - | - | 17,733 | ||||||||||||||
| Deferred tax liabilities | 645,722 | 31,473 | - | 677,195 | ||||||||||||||
| Lease liabilities, non-current | 928,611 | - | - | 928,611 | ||||||||||||||
| Total non-current liabilities | 1,959,753 | 1,560,105 | - | 3,519,858 | ||||||||||||||
| Total liabilities | 12,658,208 | 2,371,935 | - | 15,030,143 | ||||||||||||||
| Equity | ||||||||||||||||||
| Share Capital | 43,966,842 | 54,083 | 4,604,393 | (b),(d) | 48,625,318 | |||||||||||||
| Reserves | 10,862,760 | 153,663 | (153,663 | ) | (d) | 10,862,760 | ||||||||||||
| (Accumulated deficit)/Retained earnings | (32,882,003 | ) | 345,107 | (345,107 | ) | (d) | (32,882,003 | ) | ||||||||||
| Equity attributable to owners of the Company | 21,947,599 | 552,853 | 4,105,623 | 26,606,075 | ||||||||||||||
| Non-controlling interests | 3,415,309 | - | 27,643 | (e) | 3,442,952 | |||||||||||||
| Total equity | 25,362,908 | 552,853 | 4,133,266 | 30,049,027 | ||||||||||||||
| Total liabilities and equity | 38,021,116 | 2,924,788 | 4,133,266 | 45,079,170 | ||||||||||||||
F-26
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
| Company historical | Xtreme historical | Transaction accounting Adjustment | Notes | Pro Forma Combined | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Loss before tax | (6,963,541 | ) | 180,155 | - | (6,783,386 | ) | ||||||||||||
| Loss for the period | (7,062,813 | ) | 241,342 | - | (6,821,471 | ) | ||||||||||||
| Loss attributable to equity owners of the Company | (7,170,893 | ) | 229,275 | - | (6,941,618 | ) | ||||||||||||
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED DECEMBER 31, 2025
| Company historical | Xtreme historical | Transaction accounting Adjustment | Notes | Pro Forma Combined | ||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| Loss before tax | (21,622,562 | ) | 258,838 | - | (21,363,724 | ) | ||||||||||||
| Loss for the period | (21,583,798 | ) | 223,151 | - | (21,360,647 | ) | ||||||||||||
| Loss attributable to equity owners of the Company | (21,419,142 | ) | 211,993 | - | (21,207,149 | ) | ||||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Financial Statement
| (a) | To reflect the cash consideration of S$900,000 (approximately US$695,357) for the acquisition of 95% equity interest in Xtreme. |
| (b) | To reflect the share consideration settled by the issuance of 3,787,379 Class A ordinary shares on August 3, 2026, measured at fair value of approximately US$4,658,476. |
| (c) | To recognize goodwill of S$6,249,686 (approximately US$4,828,623) arising from the acquisition of Xtreme. |
| (d) | To eliminate the pre-acquisition equity of Xtreme of S$715,557 (approximately US$552,853). |
| (e) | To recognize the 5% non-controlling interest in Xtreme, measured at the proportionate share of net identifiable assets, of S$35,778 (approximately US$27,643). |
F-27
COMPARATIVE HISTORICAL AND UNAUDITED
PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION
The following table sets forth summary historical comparative share information for the Company and unaudited pro forma condensed combined per share information after giving effect to the 95% acquisition of Xtreme.
The net loss per share is calculated using the historical weighted average shares outstanding.
This information is only a summary and be read in conjunction with the historical financial statements of the Company and related notes. The unaudited pro forma combined per share information of the Company is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes.
The unaudited pro forma combined loss per share information below does not purport to represent the loss per share which would have occurred had the 95% acquisition of Xtreme occurred during the period presented, nor loss per share for any future date or period.
| June 30, 2026 | Company | Pro Forma Combined | ||||||
| $ | $ | |||||||
| Loss attributable to equity owners of the Company | (7,170,893 | ) | (6,941,618 | ) | ||||
| Basic and diluted weighted average shares outstanding | 526,603 | 4,313,982 | ||||||
| Basic and diluted net loss per share | (13.62 | ) | (1.61 | ) | ||||
| December 31, 2025 | Company | Pro Forma Combined | ||||||
| $ | $ | |||||||
| Loss attributable to equity owners of the Company | (21,419,142 | ) | (21,207,149 | ) | ||||
| Basic and diluted weighted average shares outstanding | 974,686 | 3,819,869 | ||||||
| Basic and diluted net loss per share | (21.98 | ) | (5.55 | ) | ||||
F-28