{"url_path":"/sec/bliv/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","accession_number":"0001493152-26-023306","cik":"0001982448","ticker":"BLIV","issuer_name":"BeLive Holdings","edgar_url":"https://www.sec.gov/Archives/edgar/data/1982448/0001493152-26-023306-index.html","primary_entity_key":"0001982448","primary_entity_name":"BeLive Holdings"},"word_count":10977,"has_tables":true,"body_markdown":"**ITEM\n5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS**\n\n \n\n*The\nfollowing discussion and analysis of our consolidated financial condition and results of operations for the years ended December 31,\n2023, 2024, and 2025 should be read in conjunction with the information included under “Item 4. Information on the Company”\nand our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report, which were prepared in\naccordance with IFRS, as issued by the IASB, and presented in Singapore dollars (S$), the Group’s functional currency. The discussion\nand analysis below are based on comparisons between our historical financial data for different periods and include certain forward-looking\nstatements about our business, operations, and financial performance. These forward-looking statements are subject to risks, uncertainties,\nassumptions, and other factors described in “Risk Factors.” Our actual results may differ materially from those expressed\nin, or implied by, those forward-looking statements.*\n\n \n\n**Overview**\n\n \n\nThe\nCompany (NASDAQ: BLIV) is a business-to-business (“B2B”) provider of live and video streaming infrastructure and content\nsolutions. Our Group’s history began in 2014 when we launched a social streaming mobile application with a focus on empowering\nusers to share their lives while interacting with their audience in real time. Recognizing significant potential in e-commerce, we redirected\nour focus in 2018 towards B2B, providing live commerce and shoppable short video streaming solutions (“BeLive Solutions”)\nto international retail companies and e-commerce marketplaces. In 2025, we expanded our solution to content production and distribution\nto the media and entertainment industry.\n\n \n\nOur\nBeLive Solutions enable customers to leverage interactive and immersive live and video commerce to enhance their online businesses, allowing\nthem to curate unique video content that can be aired in real time while being simultaneously recorded for instant replay. We categorize\nour BeLive Solutions into (i) an enterprise-grade BeLive White Label Solution, customized to meet a customer’s unique requirements\nand integrated into their existing internal systems; and (ii) a cloud-based software-as-a-service solution (“BeLive SaaS Solution”)\nfor customers seeking quick and cost-effective live commerce and shoppable short video capabilities without the need to build their own\ninfrastructure.\n\n \n\n55\n\n \n\n \n\nIn\naddition to our core technology offerings, we have expanded into content production through BeLive AI Studios, our creative and production\narm focused on developing narrative-driven video content, including microdramas, branded storytelling, and AI-enhanced media formats.\nBeLive AI Studios complements our technology solutions by enabling customers to integrate high-quality, emotionally engaging content\nwith scalable distribution infrastructure, forming a more comprehensive end-to-end ecosystem.\n\n \n\nThe\nCompany is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material\noperations of its own, it conducts its operations through its wholly owned Operating Subsidiaries, including BeLive Singapore, BeLive\nVietnam and BeLive AI Studios. See “History and Corporate Structure” on page 29 of this Annual Report.\n\n \n\nOur\nmission is to be an industry leader in designing, developing, and providing technology and content solutions for live commerce and shoppable\nshort videos.\n\n \n\n**Factors\nAffecting Our Performance and Related Trends**\n\n \n\nWe\nbelieve that the key factors affecting our performance and financial performance include:\n\n \n\n**Our\nability to attract new customers and retain existing customers**\n\n \n\nIn\norder to maintain and increase our revenue, we need to continue to retain and attract new customers by means of strategic alliance marketing,\ninbound marketing, and outbound marketing. A number of factors could adversely impact our ability to successfully implement our marketing\nefforts, such as inability of our sales and marketing team to effectively interact with potential customers, or potential customers not\nfinding our products and services sufficient to meet their needs. If we are unable to successfully market our solutions, whether due\nto failure to maintain and expand relationships with our partners and alliances or failure to adjust our strategy in order to meet the\nneeds of current and potential customers, our ability to retain and attract new customers may be undermined, which would adversely affect\nour business and results of operations. For further information on our sales and marketing strategies, please refer to the section headed\n“Business - Sales and Marketing.”\n\n \n\nNew\nand repeat customers accounted for 75% and 25%, respectively, of our total number of customers for the year ended December 31, 2025,\n54% and 46%, respectively, of our total number of customers for the year ended December 31, 2024, and 28% and 72%, respectively, of our\ntotal number of customers for the year ended December 31, 2023.\n\n \n\nFor\nthe years ended December 31, 2025, 2024, and 2023, customers who contributed over 10% of the total revenue of the Group accounted for\napproximately 59%, 79%, and 63% of the Group’s total revenue, respectively.\n\n \n\nAs\na result of these close and stable relationships with our existing customers, we are able to receive recurring business from our existing\ncustomers. If we are unable to maintain close and stable relationships with our existing customers, our business and results of operations\nmay be adversely affected.\n\n \n\n**Our\nability to help our customers to enhance viewer engagement**\n\n \n\nThe\nengagement of viewers (potential customers of our customers) is significant to our business and results of operations. As a technology\nsolution provider for live commerce and shoppable short videos, the level of viewer engagement with our customers’ content affects\nour revenue and profitability. In order for our customers to enhance viewer engagement, we provide analytical tools that enable our customers\nand marketers to track and study first-party behavioral data and to create content that resonates better with the viewers. Such behavioral\ndata include but are not limited to:\n\n \n\n \n●\nthe\nnumber of likes, comments, and view counts – provide our customers and content creators insights as to the popularity of each\nof their content;\n\n \n\n56\n\n \n\n \n\n \n●\nlists\nof viewers – allow our customers and content creators to understand which type of content attracts new and/or returning viewers\nthe most;\n\n \n●\nthe\naverage view duration – allow our customers and content creators to adjust the duration of the live stream/short video in order\nto achieve optimal views; and\n\n \n●\nthe\nnumber of product clicks and whether such products have been added to cart and/or purchased by the viewers – allow our customers\nand content creators to understand the popularity of each product and the effectiveness of the content on viewers’ purchase\nintention, and to gain insights on pushing relevant marketing information according to their product interest.\n\n \n\nIn\n2021, we collaborated with AI Singapore on a research project titled “BeLive Audience Sentiment Engine (B.A.S.E.)” with an\naim to allow businesses hosting livestreams to obtain useful insight and analytics on viewers’ sentiment. Such audience sentiment\nengine is a machine learning algorithm that is integrated, at the request of our clients, into our BeLive White Label Solution. It detects\nand processes all texts extracted from comments during a live stream, evaluates the sentiment of all comments, and classifies them as\npositive, negative, or neutral, which allows our customers to understand how well-perceived the stream is, the effectiveness of their\nstream or host, and to further identify consumer needs and product marketing opportunities.\n\n \n\nIn\n2025, we entered into a strategic partnership with Insight Lab, which we believe is one of Japan’s leading data strategy firms,\nto bring real-time analytics, artificial intelligence (“AI”), and personalized viewer engagement to the next level. Through\nthis partnership, Insight Lab serves as our official “Data Strategy Partner,” leveraging and analyzing vast amounts of data\ngenerated by our live streaming solutions to enable more advanced data-driven services for retail brands, hospitality groups, government\nagencies, and other organizations. Together, we strive to innovate data-driven features that power personalization, predictive commerce,\nand smarter decision-making for public and private sectors alike. Management believes that by combining the Company’s scalable\ntech and user experience (“UX”) expertise with Insight Lab’s experience across 600 plus data and AI projects, the partnership\ncan create new value in the live streaming space, and set a new standard for live, personalized, data-first experiences.\n\n \n\nOur\ndata analytics and AI support allow our customers and content creators to better understand the preferences of their viewers in order\nto create content that is more appealing and targeted, which may increase the level of viewer engagement on our customers’ content.\n\n \n\n**Demand\nfor our bespoke solutions.**\n\n \n\nWe\ncategorize our solutions into enterprise-grade BeLive White Label Solution and cloud-based BeLive SaaS Solution. For customers with high\ndemand for customized live commerce and shoppable short videos solutions, we provide bespoke solutions that can be integrated with their\ninternal systems and offered through a white-label approach, made-to-measure for each unique customer’s needs. For customers who\nare looking for quick and cost-effective live commerce and shoppable short videos solutions without building their own infrastructure\nand technology stacks from scratch, we provide our SaaS solution, which comprises basic functionalities that are typically featured in\nour BeLive White Label Solutions. Our BeLive White Label Solution accounted for approximately 55%, 30%, and 19%\nof the Group’s total revenue for the years ended December 31, 2025, 2024, and 2023, respectively. Fluctuation in the demand for\nbespoke and complex solutions may affect our results of operations.\n\n \n\n**Our\nability to manage our cost of sales.**\n\n \n\nOur\nresults of operations depend on our ability to manage our costs and expenses. Our cost of sales consists primarily of server and technology\ninfrastructure expenses, developer cost, and other technological microservices that are required to ensure our solutions are functioning\noptimally. The cost of sales may also include streaming discounts to promote adoption of the solution with the customers. Our contracts\nwith clients may not be able to adjust according to the increase in cost of sales, and if we are unable to control such costs, our financial\nperformance may be adversely affected.\n\n \n\n57\n\n \n\n \n\n**Our\nability to further advance our technological capabilities and infrastructure.**\n\n \n\nOur\nstrong technological capabilities and infrastructure, in particular our video and live streaming technologies, and big data analytics\nAI, support our business development. Our ability to effectively invest in these technologies allows us to create a superior user experience\nand to timely identify new trends. We must continue to innovate to keep pace with the growth of our business and bring forward new technologies.\nIf our technologies or solutions are unable to satisfy our customers due to the complexity of their requirements, our ability to retain\nexisting customers and attract new customers may be undermined, which would adversely affect our business and results of operations.\n\n \n\n**Results\nof Operations**\n\n** **\n\n  \nFor the years ended December 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(S$)  \n(S$)  \n(S$) \n\n  \n   \n   \n  \n\nRevenue \n 757,159  \n 1,849,509  \n 3,090,361 \n\nCost of sales \n (765,619) \n (886,730) \n (1,391,923)\n\nGross profit \n (8,460) \n 962,779  \n 1,698,438 \n\nOther income \n 132,808  \n 65,351  \n 255,292 \n\nFair value gain on redeemable, convertible, and cumulative preference shares (“RCCPS”) \n    \n -  \n - \n\nExpenses \n    \n    \n   \n\nMarketing expenses \n (169,102) \n (243,899) \n (327,782)\n\nAdministrative expenses \n (6,582,895) \n (6,279,777) \n (3,457,587)\n\nProvision for expected credit loss \n (5,166) \n -  \n (26,049)\n\nBad debt written off \n -  \n (9,068) \n (227,067)\n\nFinance costs \n (14,116) \n (3,150) \n (9,414)\n\nLoss before tax \n (6,646,931) \n (5,507,764) \n (2,094,169)\n\nIncome tax expenses \n (48,650) \n -  \n - \n\nLoss for the year \n (6,695,581) \n (5,507,764) \n (2,094,169)\n\nOther comprehensive income/(loss): \n    \n    \n   \n\nItems that may be reclassified subsequently to profit or loss: \n    \n    \n   \n\nExchange differences on translation of foreign operations \n 8,966  \n 6,693  \n (1,663)\n\nTotal comprehensive loss for the year \n (6,686,615) \n (5,501,071) \n (2,095,832)\n\nLoss per share for the loss attributable to owners of the Company  (in Dollars) \n    \n    \n   \n\nBasic \n (0.66) \n (0.69) \n (0.31)\n\nDiluted \n (0.66) \n (0.69) \n (0.31)\n\n \n\n58\n\n \n\n \n\n**Revenue**\n\n \n\nWe\nderive our revenue from (i) the provision of enterprise-grade BeLive White Label Solution and cloud-based BeLive SaaS Solution; and (ii)\nthe sale of software development kits (SDK) to system integrators. The SDKs are typically basic kits that are provided to system integrators\nfor them to continue building their solutions that are unique to their line of business. These are basic kits that are foundational that\nwill enable them to develop their capabilities. A live streaming software development kit is a tool kit for developing mobile software\nthat lets broadcasters build their own streaming applications. The following table sets out the breakdown of our revenue for the periods\nindicated:\n\n \n\n  \nFor\nthe years ended December 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(S$)  \n(S$)  \n(S$) \n\nGross\nrevenue \n 763,844  \n 1,854,776  \n 3,100,812 \n\nLess:\nDiscounts and rebate \n (6,685) \n (5,267) \n (10,451)\n\n  \n    \n    \n   \n\nNet\nrevenue \n 757,159  \n 1,849,509  \n 3,090,361 \n\n \n\n  \nFor\nthe years ended December 31, \n\n  \n2025  \n2024  \n2023 \n\n  \n(S$)  \n(S$)  \n(S$) \n\nDisaggregation\nof revenue \n   \n   \n  \n\nRevenue\nfrom contracts with customers within the scope of IFRS 15, types of goods or services - recognized overtime \n   \n   \n  \n\n  \n   \n   \n  \n\nInstallation\nfees \n 419,839  \n 559,265  \n 596,415 \n\nOnboarding\nfees \n -  \n -  \n 6,407 \n\nSubscription\nfees \n 230,374  \n 263,536  \n 1,168,388 \n\nServer\ncosts \n 28,964  \n 73,463  \n 147,120 \n\nCampaign\nfees \n 5,400  \n 300,000  \n - \n\nSource\ncode revenue \n -  \n 645,171  \n 1,150,093 \n\nContent\nProduction \n 72,500  \n -  \n - \n\nRevenue\nfrom contracts with customers within the scope of IFRS 15, types of goods or services - recognized at a point in time \n    \n    \n   \n\n  \n    \n    \n   \n\nMiscellaneous\nincome \n 6,767  \n 13,341  \n 32,389 \n\n  \n    \n    \n   \n\nGross\nrevenue \n 763,844  \n 1,854,776  \n 3,100,812 \n\n  \n    \n    \n   \n\nDiscounts \n (6,685) \n (5,267) \n (10,451)\n\n  \n (6,685) \n (5,267) \n (10,451)\n\n  \n    \n    \n   \n\nNet\nrevenue \n 757,159  \n 1,849,509  \n 3,090,361 \n\n \n\n**Comparison\nof the Years Ended December 31, 2025 and December 31, 2024**\n\n \n\n**Revenue**\n\n \n\nOur\nrevenue generated from the provision of enterprise-grade BeLive White Label Solution and cloud-based BeLive SaaS Solution consists primarily\nof installation fees, subscription fees, server costs, campaign fees (which are marketing services we provide to our clients), sale of\nsource code, and miscellaneous income. Our net revenue decreased by approximately S$1,093,000 or 59% from approximately S$1,850,000 for\nthe year ended December 31, 2024 to approximately S$757,000  for the year ended December 31, 2025 primarily due to the decrease\nin installation fees, subscription fees, server costs, sale of source code, and miscellaneous income during the year ended December 31,\n2025. Increased competition in our primary markets has intensified pricing pressure, contributing to lower revenue per customer in certain\nsegments. We have responded by focusing on differentiation through module-based pricing, and this strategic shift is expected to produce\npositive results in the long term. Additionally, we are taking proactive steps to accelerate the development and introduction of several\ninnovative solutions that better align with customer demand and drive stronger customer engagement in the coming periods. Therefore,\nwe do not see this decrease as a long term trend.\n\n \n\n59\n\n \n\n \n\nOur\nsource code revenue represents the sale of software development kits to system integrators. Our source code revenue decreased by approximately\nS$645,000 or 100% from S$645,000 for the year ended December 31, 2024 to approximately S$0 for the year ended December 31, 2025 primarily\ndue to less demand relating to general market forces for such products during the year ended December 31, 2025.\n\n \n\nOur\nsubscription fees decreased by approximately S$34,000 or 13% from approximately S264,000 for the year ended December 31, 2024 to approximately\nS$230,000 for the year ended December 31, 2025 primarily due to the decrease in total number of customers on a subscription model during\nthe year ended December 31, 2025.\n\n \n\nOur\ninstallation fees decreased by approximately S$139,000 or 25% from approximately S$559,000 for the year ended December 31, 2024 to approximately\nS$420,000 for the year ended December 31, 2025 primarily due to a shift in customer demand away from BeLive White Label Solutions towards\nmore cost-effective technologies such as the SaaS solutions, which do not require installation fees.\n\n \n\nOur\ncampaign fees decreased to approximately S$5,400 as we continued providing marketing campaign services to customers in the year ended\nDecember 31, 2025 as compared to $300,000 during the year 2024 in which we had commenced providing such services to customers, which\nstream of revenue may or may not continue in subsequent years.\n\n \n\nOur\nserver costs decreased by approximately S$44,000 or 60% from approximately S$73,000 for the year ended December 31, 2024 to approximately\nS$29,000 for the year ended December 31, 2025 primarily due to the decrease in streaming time as compared to the year ended December\n31, 2024 as a result of fewer streaming sessions organized by our customers. The reduction of server costs was also attributable to technological\nefficiency. We have managed to optimize our servers and infrastructure to reduce cost operationally to support the SaaS customers\n\n \n\n**Cost\nof Sales**\n\n \n\nOur\ncost of sales represents costs and expenses attributable to the provision of our enterprise-grade BeLive White Label Solution and cloud-based\nBeLive SaaS Solution including server and technology infrastructure cost, developer cost for our software, and other technological microservices\nrequired for the operations of our solutions. Our cost of sales decreased by approximately S$121,000 or 14% from approximately S$887,000\nfor the year ended December 31, 2024 to approximately S$766,000 for the year ended December 31, 2025, primarily attributable to the reduction\nin use of server and technology infrastructure services.\n\n \n\n**Gross\nLoss**\n\n \n\nAs\na result of the foregoing, our gross loss increased by approximately S$971,000 from gross profit of approximately S$963,000 for the year ended December\n31, 2024 to a gross loss of approximately S$(8,000) for the year ended December 31, 2025. The gross loss for the year ended December 31,\n2025 was mainly due to the sharp revenue decline, especially nil source code revenue and lower subscription revenue, while platform infrastructure,\ndeveloper, and technology support costs remained relatively fixed. As revenue did not scale enough to absorb these costs, gross margin\nturned negative.\n\n \n\n60\n\n \n\n \n\n**Other\nIncome**\n\n \n\nOur\nother income is primarily comprised of government grants. The following table sets out the breakdown of other income for the periods\nindicated:\n\n \n\n** **** **\n**For the year ended December 31, 2025**** **** **\n**For the year ended December 31, 2024**** **\n\n** **** **\n** ****S$**** **** **\n** ****S$**** **\n\nInterest income \n** ****73,571**  \n 1 \n\nGovernment grants \n** ****59,157**  \n 63,116 \n\nExchange gain \n** ****-**  \n - \n\nReversal of expected credit loss (“ECL”) \n** ****-**  \n 2,110 \n\nSundry income \n** ****80**  \n 124 \n\n  \n** **** **  \n   \n\n  \n** ****132,808**  \n 65,351 \n\n \n\nOur\nother income increased by approximately S$68,000 or 105%  from approximately S$65,000 for the year ended December 31, 2024 to approximately\nS$133,000 for the year ended December 31, 2025. This increase was primarily attributable to higher interest income arising from increased\ncash balances following financing activities during the year.\n\n \n\nInterest\nincome increased by approximately S$73,600, from approximately S$1  for the year ended December 31, 2024 to approximately S$73,600\nfor the year ended December 31, 2025, primarily due to higher average cash balances and improved yield on deposits during the year.\n\n \n\nThis\nincrease was partially offset by a decrease in government grants of approximately S$4,000 or 6%, from approximately S$63,000 for the\nyear ended December 31, 2024 to approximately S$59,000 for the year ended December 31, 2025, due to limitations on grant funding\nfor overseas market development. In addition, the Group is facing a net exchange loss of approximately S$252,000, resulting from unfavorable\nforeign exchange movements during the year ended December 31, 2025. \n\n \n\nOverall,\nthe increase in interest income more than offset the decline in government grants and the adverse impact of foreign exchange movements,\nresulting in a net increase in other income for the year.\n\n \n\n**Expenses**\n\n \n\nThe\nfollowing table sets out the breakdown of our expenses for the periods indicated:\n\n \n\n** **** **\n**For the year ended December 31, 2025**** **** **\n**For the year ended December 31, 2024**** **\n\n** **** **\n** ****S$**** **** **\n** ****S$**** **\n\n  \n** **** **** ** \n   \n\nExpenses \n** **** **** ** \n   \n\nMarketing expenses \n** ****(169,102****)** \n (243,899)\n\nAdministrative expenses \n** ****(6,582,895****)** \n (6,279,777)\n\nProvision for expected credit loss (“ECL”) \n** ****5,166**** ** \n - \n\nBad debt written off \n** ****-**** ** \n (9,068)\n\nFinance costs \n** ****(14,116****)** \n (3,150)\n\n \n\n*Marketing\nExpenses*\n\n \n\nOur\nmarketing expenses represent expenses relating to promotional efforts for the Group’s brand and business, which include\nadvertising fees, expenses incurred in administering events, and other marketing initiatives such as webinars. Our marketing\nexpenses decreased by approximately S$75,000 or 31% from approximately S$244,000 for the year ended December 31, 2024 to\napproximately S$169,000 for the year ended December 31, 2025 primarily due to fewer purchases for advertisements and a reduced\nnumber of marketing events. In response to the decrease in customers and revenue, we have focused on the implementation of targeted\nmarketing to expand our reach in new and existing markets. These initiatives are aimed at strengthening our customer base and\nrestoring revenue growth.\n\n \n\n61\n\n \n\n \n\n*Administrative\nExpenses*\n\n \n\nOur\nadministrative expenses represent expenses relating to the operations of the Group. This includes employee benefits expense, rent, travel\nexpenses, and other general expenses. Our administrative expenses increased by approximately S$303,000 or 5% from approximately\nS$6,280,000 for the year ended December 31, 2024 to approximately S$6,583,000 for the year ended December 31, 2025 primarily due to\nthe grant of share options to certain employees of the Group under the Share Option Scheme 2023 and the increase in professional fees\nin preparation for the Company’s listing of its Ordinary Shares on Nasdaq.\n\n \n\n*Provision\nfor expected credit loss*\n\n \n\nOur\nprovision for expected credit loss (“ECL”) represents the allowance for anticipated losses from bad debts or other credit\nexposures that are likely to become unrecoverable. Our provision for ECL increased by approximately S$5,000 from S$-0- for the year ended\nDecember 31, 2024 to approximately S$5,000 for the year ended December 31, 2025 based on our assessment of recoverability of trade receivables\nand our internal policy on ECL.\n\n \n\n*Bad\ndebt written off*\n\n \n\nOur\nbad debt written off represents amounts owed to the Group that were deemed unrecoverable and subsequently written off. Our bad debt written\noff decreased by approximately S$9,000 or 100% from approximately S$9,000 for the year ended December 31, 2024 to approximately S$0 for\nthe year ended December 31, 2025 primarily due to a decrease in defaulting customers.\n\n \n\n*Finance\nCosts*\n\n \n\nOur\nfinance costs represent interest expenses from leases. Our finance costs increased by approximately S$11,000 or 350% from approximately\nS$3,000 for the year ended December 31, 2024 to approximately S$14,000 for the year ended December 31, 2025 primarily due to a\nnew lease contract in a new premise.\n\n \n\n**Income\nTax Expenses**\n\n \n\nOur\nincome tax expenses increased to approximately S$48,650 for the year ended December 31, 2025 from $0 for the year ended December\n31, 2024. No profits tax has been provided for BeLive Singapore as there were no assessable profits during the years ended December 31,\n2025 and 2024. The income tax expenses were attributable to BeLive Vietnam, as profit was recorded in BeLive Vietnam in the year ended\nDecember 31, 2025.\n\n \n\n**Loss\nfor the Period**\n\n \n\nAs\na result of the foregoing, we recorded a net loss of approximately S$5,508,000 for the year ended December 31, 2024, and a net loss of\napproximately S$6,700,000 for the year ended December 31, 2025.\n\n \n\n62\n\n \n\n \n\n**Comparison\nof the Years Ended December 31, 2024 and 2023**\n\n \n\n**Revenue**\n\n \n\nOur\nrevenue generated from the provision of enterprise-grade BeLive White Label Solution and cloud-based BeLive SaaS Solution consists primarily\nof installation fees, subscription fees, server costs, campaign fees, sale of source code and miscellaneous income. Our net revenue decreased\nby approximately S$1,241,000 or 40% from approximately S$3,090,000 for the year ended December 31, 2023 to approximately S$1,850,000\nfor the year ended December 31, 2024, primarily due to the decrease in installation fees, subscription fees, server costs, sale of source\ncode and miscellaneous income during the year ended December 31, 2024. Increased competition in our primary markets has intensified pricing\npressure, contributing to lower revenue per customer in certain segments. We have responded by focusing on differentiation through module-based\npricing, and this strategic shift is expected to produce positive results in the long term. Additionally, we are taking proactive steps\nto accelerate the development and introduction of several innovative solutions that better align with the customer demand and drive stronger\ncustomer engagement in the coming periods. Therefore, we do not see this decrease as a long term trend.\n\n \n\nOur\nsource code revenue represents the sale of software development kit to system integrators. Our source code revenue decreased by approximately\nS$505,000 or 44% from S$1,150,000 for the year ended December 31, 2023 to approximately S$645,000 for the year ended December 31, 2024,\nprimarily due to less demand for such products during the year ended December 31, 2024.\n\n \n\nOur\nsubscription fees decreased by approximately S$905,000 or 77% from approximately S1,168,000 for the year ended December 31, 2023 to approximately\nS$_264,000 for the year ended December 31, 2024, primarily due to the decrease in total number of customers on a subscription model during\nthe year ended December 31, 2024.\n\n \n\nOur\ninstallation fees decreased by approximately S$37,000 or 6% from approximately S$596,000 for the year ended December 31, 2023 to approximately\nS$559,000 for the year ended December 31, 2024, primarily due to a shift in customer demand away from BeLive White Label Solutions towards\nmore cost-effective technologies such as the SaaS solutions, which do not require installation fees.\n\n \n\nOur\nserver costs decreased by approximately S$74,000 or 50% from approximately S$147,000 for the year ended December 31, 2023 to approximately\nS$73,000 for the year ended December 31, 2024, primarily due to the decrease in streaming time as compared to the year ended December\n31, 2023 as a result of less streaming sessions organized by our customers. The reduction of server costs was also attributable to technological\nefficiency. We have managed to optimize our servers and infrastructure to reduce cost operationally to support the SaaS customers.\n\n \n\n**Cost\nof Sales**\n\n \n\nOur\ncost of sales represents costs and expenses attributable to the provision of our enterprise-grade BeLive White Label Solution and cloud-based\nBeLive SaaS Solution including server and technology infrastructure cost, developer cost for our software and other technological microservices\nrequired for the operations of our solutions. Our cost of sales decreased by approximately S$505,000 or 36%, from approximately S$1,392,000\nfor the year ended December 31, 2023 to approximately S$887,000 for the year ended December 31, 2024, primarily attributable to the reduction\nin use of server and technology infrastructure services.\n\n \n\n**Gross\nProfit**\n\n \n\nAs\na result of the foregoing, our gross profit decreased by approximately S$736,000 or 43%, from approximately S$1,698,000 for the year\nended December 31, 2023 to approximately S$963,000 for the year ended December 31, 2024.\n\n \n\n63\n\n \n\n \n\n**Other\nIncome**\n\n \n\nOur\nother income is primarily comprised of (i) interest income and (ii) government grant. The following table sets out the breakdown of other\nincome for the periods indicated:\n\n \n\n** **** **\n**For the year ended December 31, 2024**** **** **\n**For the year ended December 31, 2023**** **\n\n  \n** ****S$**  \n S$  \n\nInterest income \n** ****1**  \n 6,467 \n\nGovernment grants \n** ****63,116**  \n 148,893 \n\nExchange gain \n** ****-**  \n 96,964 \n\nReversal of expected credit loss (“ECL”) \n** ****2,110**  \n - \n\nSundry income \n** ****124**  \n 2,968 \n\n  \n** **** **  \n   \n\n  \n** ****65,351**  \n 255,292 \n\n \n\nOur\nother income decreased by approximately S$190,000 or 74% from approximately S$255,000 for the year ended December 31, 2023 to approximately\nS$65,000 for the year ended December 31, 2024. Such decrease in other income was primarily attributable to the decrease of government\ngrants of approximately S$86,000 or 58% from approximately S$149,000 for the year ended December 31, 2023 to approximately S$63,000 for\nthe year ended December 31, 2024 due to the decrease in government grant for market development in overseas markets. The decreased was\nfurther enhanced by (i) the decrease in exchange gain of approximately S$97,000 due to currency fluctuations and (ii) the decrease in\ninterest income of approximately S$6,500 during the year ended December 31, 2024 from interest earned on clients’ overdue invoices.\n\n \n\n**Expenses**\n\n \n\nThe\nfollowing table sets out the breakdown of our expenses for the periods indicated:\n\n \n\n** **** **\n**For the year ended December 31, 2024**** **** **\n**For the year ended December 31, 2023**** **\n\n  \n** ****S$**** ** \n S$ \n\n  \n** **** **** ** \n   \n\nExpenses \n** **** **** ** \n   \n\nMarketing expenses \n** ****243,899** \n (327,782)\n\nAdministrative expenses \n** ****(6,279,777****)** \n (3,457,587)\n\nProvision for expected credit loss (“ECL”) \n** ****-**** ** \n (26,049)\n\nBad debt written off \n** ****(9,068****)** \n (227,067)\n\nFinance costs \n** ****(3,150****)** \n (9,414)\n\n \n\n**Marketing\nExpenses**\n\n \n\nOur\nmarketing expenses represent expenses relating to promotional efforts for the Group’s brand and business, which include advertising\nfees, expenses incurred in administering events, and other marketing initiatives such as webinars. Our marketing expenses decreased by\napproximately S$84,000 or 26% from approximately S$328,000 for the year ended December 31, 2023 to approximately S$244,000 for the year\nended December 31, 2024 primarily due to less purchases for advertisements and reduced number of marketing events. In response to the\ndecrease in customers, we have focused on the implementation of targeted marketing to expand our reach in new and existing markets. These\ninitiatives are aimed at strengthening our customer base and restoring revenue growth.\n\n \n\n**Administrative\nExpenses**\n\n \n\nOur\nadministrative expenses represent expenses relating to the operations of the Group. This includes employee benefits expense, rent, travel\nexpenses and other general expenses. Our administrative expenses increased by approximately S$2,822,000 or 82% from approximately S$3,458,000\nfor the year ended December 31, 2023 to approximately S$6,280,000 for the year ended December 31, 2024 primarily due to the grant of\nshare options to certain employees of the Group under the Share Option Scheme 2023 and the increase in professional fees in preparation\nfor the Company’s listing of its Ordinary Shares on Nasdaq.\n\n \n\n64\n\n \n\n \n\n**Provision\nfor expected credit loss**\n\n \n\nOur\nprovision for ECL represents the allowance for anticipated losses from bad debts or other credit exposures that are likely to become\nunrecoverable. Our provision for ECL decreased by approximately S$26,000 from S$26,000 for the year ended December 31, 2023 to approximately\nS$0 for the year ended December 31, 2024 based on our assessment of recoverability of trade receivables and our internal policy on ECL.\n\n \n\n**Bad\ndebt written off**\n\n \n\nOur\nbad debt written off represents amounts owed to the Group that were deemed unrecoverable and subsequently written off. Our bad debt written\noff decreased by approximately S$218,000 or 96% from approximately S$227,000 for the year ended December 31, 2023 to approximately S$9,100\nfor the year ended December 31, 2024 primarily due to a decrease in defaulting customers.\n\n \n\n**Finance\nCosts**\n\n \n\nOur\nfinance costs represent interest expenses from leases. Our finance costs decreased by approximately S$6,300 or 67% from approximately\nS$9,400 for the year ended December 31, 2024 to approximately S$3,150 for the year ended December 31, 2024 primarily due to a reduction\nin rent of the new premises.\n\n \n\n**Income\nTax Expenses**\n\n \n\nOur\nincome tax expenses remained unchanged from approximately S$ nil for the year ended December 31, 2023 to S$nil for the year ended December\n31, 2024. No profits tax has been provided for BeLive Singapore as there were no assessable profits during the years ended December 31,\n2023 and 2024. The income tax expenses were attributable to BeLive Vietnam, and no profit was recorded in BeLive Vietnam in the year\nended December 31, 2024 or 2023.\n\n \n\n**Loss\nfor the Period**\n\n \n\nAs\na result of the foregoing, we recorded a net loss of approximately S$2,094,000 for the year ended December 31, 2023, and a net loss of\napproximately S$5,508,000 for the year ended December 31, 2024.\n\n \n\n**Liquidity\nand Capital Resources**\n\n \n\nOur\nliquidity and working capital requirements are primarily related to our operating expenses. Historically, we have met our working capital\nand other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities.\nGoing forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited\nto cash generated from our operations, loans from banking facilities, the net proceeds from our Initial Public Offering,\nand other equity and debt financings as and when appropriate.\n\n \n\nWe\nwere incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations\nas of December 31, 2025 and as of the date of this Annual Report. Our consolidated assets and liabilities, consolidated revenue, and\nnet income are the operating results of our subsidiaries in Singapore, Vietnam, and the BVI. Current Singapore regulations permit such\nSingapore subsidiary to pay dividends to its shareholders only out of its profits, if any, determined in accordance with Singapore accounting\nstandards and regulations. As such, in the event that our Singapore subsidiary has accumulated profits, our Singapore may, taking into\nconsideration the Group’s future plans and opportunities and its shareholders’ interests, pay dividends to its shareholders.\nThere are no exchange or capital controls under Singapore laws and both residents and non-residents are free to convert Singapore dollars\nto foreign currencies and/ or remit such currencies out of the country. Under current Singapore tax rules, there is no withholding tax\nimposed on dividends, regardless of whether they are paid to Singapore or foreign shareholders. However, foreign shareholders may be\ntaxed on the receipt of such dividends back in their own home country, which will depend on the tax laws in the respective countries\nwhere they are resident. As of December 31, 2025, our Singapore subsidiary’s accumulated losses and net liabilities were approximately\nS$14,129,000 and S$3,667,000, respectively; as such our Singapore subsidiary was prohibited from making distributions to us in the form\nof cash dividends during the year ended December 31, 2025 and, accordingly, as of December 31 2025, the Company had restricted\nnet liabilities of approximately S$3,667,000. As of December 31, 2025 and up to and including the date of this Annual Report, there were\nno cash transfers between our Cayman Islands holding company and our subsidiary in Singapore, in terms of loans or advances or cash dividends.\n\n \n\n65\n\n \n\n \n\nIn\ngeneral, there are no strict limitations on cash transfers applicable to foreign investors and foreign-owned companies in Vietnam. Vietnam’s\ntax legal framework does not have any withholding tax applied to a foreign owned company when its foreign investors transfer outside\nof Vietnam their profits earned from its operations, provided that the company fulfills its own tax obligations and other financial obligations.\nAny foreign investor who invests in a foreign-owned company in Vietnam shall only transfer the profits through the direct investment\ncapital account (DICA), which is also the account used for capital injection purposes.\n\n \n\nIn\nassessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to\nmeet our working capital requirements and operating expense obligations. Historically, we have financed our operations primarily through\n(i) the issuance of Ordinary Shares; (ii) cash generated by operations; (iii) the issuance of convertible loans; and (iv) the issuance\nof RCCPS. Other than leases, the Group had no debt instruments as of December 31, 2025.\n\n \n\n**Working\nCapital**\n\n \n\nAs\nof December 31, 2025, we had a working capital surplus of approximately S$8,330,000, cash and cash equivalents of approximately S$8,580,000, current assets of approximately S$8,840,000, and current liabilities of approximately S$510,000.\n\n \n\nBased\non our current operating plan, we believe that our existing cash and cash equivalents, including the net proceeds from our Initial Public\nOffering, and anticipated cash generated from operating activities will be sufficient to meet our anticipated working capital and capital\nexpenditures for at least the next 12 months in the absence of unforeseen circumstances. Our future working capital requirements will\ndepend on many factors, including the rate of our revenue growth, our introduction of new products and processes, and our expansion of\nsales and marketing and product development activities. To the extent that our cash and cash equivalents, cash flow from operating activities,\nand remaining net proceeds from our Initial Public Offering are insufficient to fund our future activities, we may need to raise additional\nfunds through bank credit arrangements or through public or private equity or debt financings. We also may need to raise additional funds\nin the event we decide in the future to acquire businesses, technologies, and products that will complement our existing operations.\nIn the event additional funding is required, we may not be able to obtain bank credit arrangements or equity or debt financing on terms\nacceptable to us, or at all.\n\n \n\n**Cash\nFlows**\n\n \n\nThe\nfollowing table summarizes our cash flows for the years ended December 31, 2023, 2024, and 2025:\n\n \n\n** **** **\n**Years ended December 31,**** **\n\n** **** **\n**2025**** **** **\n**2024**** **** **\n**2023**** **\n\n** **** **\n**S$**** **** **\n**S$**** **** **\n**S$**** **\n\n  \n** **  \n   \n** ** \n\n**Cash and cash equivalents at beginning of the year** \n** ****66,184**  \n 197,709  \n 216,752 \n\n  \n** **** **  \n    \n   \n\nNet cash (used in)/generated from operating activities \n** ****(3,629,648****)** \n (1,067,138) \n 59,938 \n\nNet cash (used in)/generated from  investing activities \n** ****(74,142**) \n 4,819  \n (249,232)\n\nNet cash generated from financing activities \n** ****12,452,514**  \n 924,101  \n 171,914 \n\n**Cash and cash equivalents at end of the year** \n** ****8,577,947**  \n 66,184  \n 197,709 \n\n \n\n66\n\n \n\n \n\n**Operating\nActivities**\n\n \n\nFor\nthe year  ended December 31, 2025, the Group recorded a loss before tax of approximately S$6,647,000  and net cash used in\noperating activities of approximately S$3,630,000  primarily attributable to share-based payment expense of approximately S$2,790,000,\nchanges in trade and other receivables of approximately S$140,000 representing amounts to be settled by our customers, partially offset\nby (i) changes in trade and other payables of approximately S$154,000 representing settlement to be made by the Group; (ii) adjustments\nfor amortization of intangible assets of approximately S$232,000; (iii) adjustments for depreciation of property, plant, and equipment\nof approximately S$64,000 ; and the exchange loss of approximately S$223,000.\n\n \n\nFor\nthe year ended December 31, 2024, the Group recorded a loss before tax of approximately S$5,508,000 and net cash used in operating activities\nof approximately S$1,067,000 primarily attributable to share-based payment expense of approximately S$3,606,000, changes\nin trade and other receivables of approximately S$304,000 representing amounts to be settled by our customers, partially offset by (i)\nchanges in trade and other payables of approximately S$177,000 representing settlement to be made by the Group; (ii) adjustments for\namortization of intangible assets of approximately S$232,000; and (iii) adjustments for depreciation of property, plant, and equipment\nof approximately S$56,000.\n\n \n\nFor\nthe year ended December 31, 2023, the Group had net cash generated from operating activities of approximately S$60,000 despite a loss\nbefore tax of approximately S$2,094,000. This was primarily attributable to (i) changes in trade and other receivables of approximately\nS$1,255,000 representing settlement from our customers; (ii) changes in contract assets of approximately S$350,000 representing accrued\nrevenue recognized in the fiscal year; (iii) adjustments for bad debt written off of approximately S$227,000; (iv) adjustments for amortization\nof intangible assets of approximately S$217,000; and (v) adjustments for depreciation of plant and equipment of approximately S$208,000,\npartially offset by changes in trade and other payables of approximately S$134,000 representing settlement from our Group.\n\n \n\n**Investing\nActivities**\n\n \n\nFor\nthe year ended December 31, 2025, the Group had net cash used in investing activities of approximately S$74,000 primarily resulting from\npurchase of plant and equipment.\n\n \n\nFor\nthe year ended December 31, 2024, the Group had net cash generated from investing activities of approximately S$4,800, primarily resulting\nfrom capitalization of intangible assets.\n\n \n\nFor\nthe year ended December 31, 2023, the Group had net cash used in investing activities of approximately S$249,000 primarily attributable\nto (i) capitalization of intangible assets of approximately S$247,000 representing continuous development of our BeLive SaaS Solution\ntechnology; and (ii) acquisition of plant and equipment of approximately S$2,100 representing additional computers.\n\n \n\n**Financing\nActivities**\n\n \n\nFor\nthe year ended December 31, 2025, the Group had net cash generated from financing activities of approximately S$12,452,000 primarily\nattributable to proceeds from our Initial Public Offering and the issuance of shares of approximately S$12,796,000 partially offset\nby (i) reduction of interest elements of lease rentals paid of approximately S$2,600; and (ii) reduction in repayment of principal\nportion of lease liability of approximately S$24,000.\n\n \n\nFor\nthe year ended December 31, 2024, the Group had net cash generated from financing activities of approximately S$924,000 primarily attributable\nto proceeds from issuance of shares of approximately S$642,000, partially offset by (i) reduction of interest elements of lease rentals\npaid of approximately S$1,700; and (ii) reduction in repayment of principal portion of lease liability of approximately S$54,100.\n\n \n\nFor\nthe year ended December 31, 2023, the Group had net cash generated from financing activities of approximately S$172,000 primarily attributable\nto proceeds from issuance of shares of approximately S$335,000, partially offset by repayment of principal portion of lease liabilities\nof approximately S$154,000.\n\n \n\n67\n\n \n\n \n\n**Off-Balance\nSheet Arrangements**\n\n \n\nWe\ndid not have any off-balance sheet arrangements as at December 31, 2025, 2024 and 2023.\n\n \n\n**Capital\nExpenditures**\n\n \n\nFor\nthe years ended December 31, 2023, 2024, and 2025, we had capital expenditures of approximately S$2,100, S$nil and S$74,142,\nrespectively. Our capital expenditures were mainly used for the costs of renovation and addition of furniture and fittings and addition\nof computers.\n\n \n\n**Lease\nLiabilities**\n\n \n\nThe\nfollowing table sets forth our lease liabilities as of December 31, 2023, 2024, and 2025:\n\n \n\n** **** **\n**December 31,**** **\n\n** **** **\n**2023**** **** **\n**2024**** **** **\n**2025**** **\n\n** **** **\n**(S$)**** **** **\n**(S$)**** **** **\n**(S$)**** **\n\n**Lease liabilities payable:** \n    \n    \n   \n\nWithin one year \n 41,409  \n 6,500  \n 20,353 \n\nWithin a period of more than one year but not more than two years \n 19,151  \n -  \n 22,806 \n\n  \n 60,560  \n 6,500  \n 43,159 \n\n \n\n**Contract\nLiabilities**\n\n \n\nContract\nliabilities are deposits charged before the services commence, until the revenue is recognized on the relevant contract offset against\nthese deposits. As at December 31, 2023, 2024, and 2025, we had contract liabilities of approximately S$38,000, S$9,000, and S$19,000,\nrespectively.\n\n \n\n**Critical\nAccounting Policies and Estimates**\n\n \n\nThe\npreparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect\nthe reported amounts of assets and liabilities, contingent assets, and liabilities, each as of the date of the consolidated financial\nstatements, and revenues and expenses during the periods presented.\n\n \n\nOn\nan ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the consolidated\nfinancial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience\nand on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making\njudgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could\ndiffer materially from those estimates in a manner that could have a material effect on our consolidated financial statements. While\nour significant accounting policies are more fully described in the notes to our consolidated financial statements appearing elsewhere\nin this Annual Report, we believe that the following accounting policies and estimates are critical to the process of making significant\njudgments and estimates in the preparation of our consolidated financial statements and understanding and evaluating our reported financial\nresults.\n\n \n\n**Revenue\nRecognition**\n\n \n\n*Revenue\nfrom contracts with customers*\n\n \n\nUnder\nIFRS 15, the Group recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods\nor services underlying the particular performance obligation is transferred to the customer. In addition, the services provided by the\nGroup within each contract are distinct performance obligations because each service is unique and is independent from each other.\n\n \n\n68\n\n \n\n \n\nA\nperformance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods\nor services that are substantially the same.\n\n \n\nControl\nis transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant\nperformance obligation if one of the following criteria is met:\n\n \n\n \n●\nthe\ncustomer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group perform;\n\n \n●\nthe\nGroup’s performance creates and enhances an asset that the customer controls as the Group perform; or\n\n \n●\nthe\nGroup’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to\npayment for performance completed to date.\n\n \n\nOtherwise,\nrevenue is recognized at a point in time when the customer obtains control of the distinct good or service.\n\n \n\nA\ncontract asset represents the Group’s right to consideration in exchange for goods or services that the Group has transferred to\na customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents\nthe Group’s unconditional right to consideration, i.e., only the passage of time is required before payment of that consideration\nis due.\n\n \n\nA\ncontract liability represents the Group’s obligation to transfer goods or services to a customer for which the Group has received\nconsideration (or an amount of consideration is due) from the customer.\n\n \n\nA\ncontract asset and a contract liability relating to a contract are accounted for and presented on a net basis.\n\n \n\n*Over\ntime revenue recognition: measurement of progress towards complete satisfaction of a performance obligation*\n\n \n\nOutput\nmethod:\n\n \n\nThe\nprogress towards complete satisfaction of a performance obligation is measured based on output method, which is to recognize revenue\non the basis of direct measurements of the value of the goods or services transferred to our customer to date relative to the remaining\ngoods or services promised under the contract, that best depicts our performance in transferring control of goods or services. There\nare different key milestones that highlight the progress of the technical and/or product development. Such key milestones would depict\nthe Company’s performance towards complete satisfaction of its obligation.\n\n \n\n*Variable\nconsideration*\n\n \n\nFor\ncontracts that contain rights of return and volume rebates, the Group estimates the amount of consideration to which it will be entitled\nusing either (a) the expected value method or (b) the most likely amount, depending on which method better predicts the amount of consideration\nto which the Group will be entitled.\n\n \n\nThe\nestimated amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such\nan inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration\nis subsequently resolved.\n\n \n\nAt\nthe end of each reporting period, the Group updates the estimated transaction price (including updating its assessment of whether an\nestimate of variable consideration is constrained) to represent faithfully the circumstances present at the end of the reporting period\nand the changes in circumstances during the reporting period.\n\n \n\n*Refund\nliabilities*\n\n \n\nThe\nGroup recognizes a refund liability if the Group expects to refund some, or all of the consideration received from customers.\n\n \n\n69\n\n \n\n \n\n*Principal\nversus agent*\n\n \n\nWhen\nanother party is involved in providing goods or services to a customer, the Group determines whether the nature of its promise is a performance\nobligation to provide the specified goods or services itself (i.e., the Group is a principal) or to arrange for those goods or services\nto be provided by the other party (i.e., the Group is an agent).\n\n \n\nThe\nGroup is a principal if it controls the specified good or service before that good or service is transferred to a customer.\n\n \n\nThe\nGroup is an agent if its performance obligation is to arrange for the provision of the specified good or service by another party. In\nthis case, the Group does not control the specified good or service provided by another party before that good or service is transferred\nto the customer. When the Group acts as an agent, it recognizes revenue in the amount of any fee or commission to which it expects to\nbe entitled in exchange for arranging for the specified goods or services to be provided by the other party.\n\n \n\nFurther\ndetails of the Group’s revenue and other income recognition policies are as follows:\n\n \n\n*Installation\nfee and source code*\n\n \n\nRevenue\nfrom installation fee and source code are recognized over time based on the services that have been performed and rendered to the customers.\nThey are recognized over time because the services, milestone obligations and each of their specific price are set out in the contract\nand would need to be fulfilled and completed before revenue can be recognized. Therefore, such revenue is recognized over time based\non the services that have been performed and completed. The transaction price is allocated based on the price stated in the contracts\nwith customers.\n\n \n\nRevenue\nfrom installation fee refers to income earned by the Group by providing bespoke development services to the customers. Such development\nis by nature white-label and is dependent on the features requested by the customers.\n\n \n\nRevenue\nfrom source code refers to income earned by the Group through the sale of source code to the customers. This includes the customized\nsoftware codes that were developed for the clients to power their livestreaming infrastructure. They come in the form of server infrastructure,\nchat microservices, database infrastructure and other interactive features such as virtual gifts, polls, quizzes, or ecommerce cart that\nthe customer requested. There are no development services rendered by the Group to such customers. There are different phases that follow\nafter the signing of a source code contract and it will take a period of time to complete, including the deployment of customer’s\ncode repository, user acceptance test and an assurance-type warranty period.\n\n \n\nIn\nthe category of installation fee and source code, no software licenses are included as they are categorized under subscription fees.\n\n \n\n*Subscription\nfees*\n\n \n\nRevenue\nfrom subscription fee is recognized over time on a monthly basis as the services have been performed and rendered. The transaction price\nis allocated based on the price stated in the contracts with customers.\n\n \n\n*Server\nfees*\n\n \n\nRevenue\nfrom server fees is recognized over time on a monthly basis based on the server usage of the customers. The transaction price is allocated\nbased on the price stated in the contracts with the customers.\n\n \n\n*Transaction\nPrice of Performance Obligations*\n\n \n\nSelling\nprice for each performance obligation as stated in the contract represents the standalone selling price of the goods and services for\nwhich they can be sold separately.\n\n \n\n70\n\n \n\n \n\n*Miscellaneous\nincome*\n\n \n\nRevenue\nfrom miscellaneous income is recognized at a point in time based on the services that have been performed and rendered to the customers.\n\n \n\nRevenue\nfrom miscellaneous income refers to income earned through incentives and commissions from different partners.\n\n \n\n*Interest\nincome*\n\n \n\nInterest\nincome is recognized using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future\ncash receipts through the expected life of the financial asset, or where appropriate, a shorter period.\n\n \n\n**Income\ntax and deferred tax**\n\n \n\nAs\na Cayman Islands exempted company, we have no tax liability in the Cayman Islands and any income tax expense and any deferred tax assets,\nor liabilities, on a consolidated basis, are those imposed upon the operations in Singapore and Vietnam.\n\n \n\nIncome\ntax represents the sum of current and deferred tax. Income tax relating to items recognized outside profit or loss is recognized outside\nprofit or loss, either in consolidated other comprehensive income or directly in equity.\n\n \n\nCurrent\ntax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax\nrates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations\nand practices prevailing in the countries in which the Group operates.\n\n \n\nDeferred\ntax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of\nassets and liabilities and their carrying amounts for financial reporting purposes.\n\n \n\nDeferred\ntax liabilities are recognized for all taxable temporary differences, except:\n\n \n\n \n●\nwhen\nthe deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not\na business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and\n\n \n●\nin\nrespect of taxable temporary differences associated with investments in subsidiaries, associates, and joint ventures, when the timing\nof the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse\nin the foreseeable future.\n\n \n\nDeferred\ntax assets are recognized for all deductible temporary differences, the carryforward of unused tax credits and any unused tax losses.\nDeferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible\ntemporary differences, the carryforward of unused tax credits and unused tax losses can be utilized, except:\n\n \n\n \n●\nwhen\nthe deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability\nin a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor\ntaxable profit or loss; and\n\n \n \n \n\n \n●\nin\nrespect of deductible temporary differences associated with investments in subsidiaries, associates, and joint ventures, deferred\ntax assets are only recognized to the extent that it is probable that the temporary differences will reverse in the foreseeable future\nand taxable profit will be available against which the temporary differences can be utilized.\n\n \n\n71\n\n \n\n \n\nThe\ncarrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer\nprobable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized\ndeferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that\nsufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.\n\n \n\nDeferred\ntax is calculated, without discounting, at the tax rates that are expected to apply in the period when the asset is realized or the liability\nis settled, based on the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.\n\n \n\nDeferred\ntax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to\nsettle its current tax assets and liabilities on a net basis.\n\n \n\n**Intangible\nassets**\n\n \n\n*Intangible\nassets acquired separately*\n\n \n\nIntangible\nassets acquired separately and with finite useful lives are carried at cost less accumulated amortization and accumulated impairment\nlosses, if any. Amortization for intangible assets with finite useful lives is provided on a straight-line basis over their estimated\nuseful lives. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least\nat each fiscal year end.\n\n \n\nGains\nor losses arising from derecognition of an intangible asset are measured at the difference between the net disposal proceeds and the\ncarrying amount of the asset and are recognized in the consolidated statement of profit or loss when the asset is derecognized.\n\n \n\n*Research\nand development expenditure*\n\n \n\nExpenditure\non research activities is recognized as an expense in the period in which it is incurred.\n\n \n\nAn\ninternally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if,\nand only if, all of the following have been demonstrated:\n\n \n\n \n●\nthe\ntechnical feasibility of completing the intangible asset so that it will be available for use or sale;\n\n \n \n \n\n \n●\nthe\nintention to complete the intangible asset and use or sell it;\n\n \n \n \n\n \n●\nthe\nability to use or sell the intangible asset;\n\n \n \n \n\n \n●\nhow\nthe intangible asset will generate probable future economic benefits;\n\n \n \n \n\n \n●\nthe\navailability of adequate technical, financial, and other resources to complete the development and to use or sell the intangible\nasset; and\n\n \n \n \n\n \n●\nthe\nability to measure reliably the expenditure attributable to the intangible asset during its development.\n\n \n\nThe\namount initially recognized for an internally generated intangible asset is the sum of the expenditure incurred from the date when the\nintangible asset first meets the recognition criteria. Where no internally generated intangible asset can be recognized, development\nexpenditure is charged to the consolidated statement of profit or loss in the period in which it is incurred.\n\n \n\nSubsequent\nto initial recognition, internally generated intangible assets are measured at cost less accumulated amortization and accumulated impairment\nlosses (if any), on the same basis as intangible assets that are acquired separately.\n\n \n\nThe\nGroup’s intangible assets have finite useful lives. All intangible assets are amortized on a straight-line basis over the following\nperiod:\n\n \n\nSoftware\n5 years\n\n \n\n72\n\n \n\n \n\n**Financial\nliabilities**\n\n \n\nOur\nfinancial liabilities include trade and other payables, amounts due to shareholders, lease liabilities, and convertible loans.\n\n \n\nFinancial\nliabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and loans and borrowings,\nas appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly\nattributable transaction costs.\n\n \n\nThe\nsubsequent measurement of financial liabilities depends on their classification. Financial liabilities are classified at FVTPL when the\nfinancial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies; (ii) held for trading;\nor (iii) designated as at FVTPL.\n\n \n\nFor\nfinancial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable\nto changes in the credit risk of that liability is recognized in consolidated statement of profit or loss, unless the recognition of\nthe effects of changes in the liability’s credit risk in consolidated other comprehensive income would create or enlarge an accounting\nmismatch in profit or loss. For financial liabilities that contain embedded derivatives, such as RCCPS, the changes in fair value of\nthe embedded derivatives are excluded in determining the amount to be presented in consolidated other comprehensive income.\n\n \n\n*De-recognition\nof financial liabilities*\n\n \n\nWe\nderecognize financial liabilities when, and only when, our obligations are discharged, cancelled, or have expired. The difference between\nthe carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in consolidated statement\nof profit or loss.\n\n \n\n**Share-based\npayments**\n\n \n\nWe\noperate a share option scheme which is an equity-settled share-based compensation enabling eligible employees of our Group to receive\nshare options for subscribing the shares of a subsidiary of our Company (“equity-settled transactions”).\n\n \n\nThe\ncost of equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance\nand/or service conditions are fulfilled in share option expense. The cumulative expense recognized for equity-settled transactions at\nthe end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and our best estimate\nof the number of equity instruments that will ultimately vest. The charge or credit to the consolidated statement of profit or loss for\na period represents the movement in the cumulative expense recognized as at the beginning and end of that period.\n\n \n\nNo\nexpense is recognized for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon\na market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is\nsatisfied, provided that all other performance and/or service conditions are satisfied.\n\n \n\nWhere\nthe terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified if the\noriginal terms of the award are met. In addition, an expense is recognized for any modification that increases the total fair value of\nthe share-based payments or is otherwise beneficial to the employee as measured at the date of modification.\n\n \n\nWhere\nan equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognized\nfor the award is recognized immediately. This includes any award where non-vesting conditions within the control of either our Group\nor the employee are not met. However, if a new award is substituted for the cancelled award and is designated as a replacement award\non the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described\nin the previous paragraph.\n\n \n\n73\n\n \n\n \n\n**Provision\nfor expected credit losses for trade receivables**\n\n \n\nWe\nuse a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of various\ncustomer segments that have similar loss patterns.\n\n \n\nThe\nprovision matrix is initially based on our historical observed default rates. We will calibrate the matrix to adjust historical credit\nloss experience with forward-looking information. At every reporting date, historical default rates are updated and changes in the forward-looking\nestimates are analyzed.\n\n \n\nThe\nassessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate.\nThe amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. Our historical credit loss experience\nand forecast of economic conditions may also not be representative of customer’s actual default in the future.\n\n \n\nAs\nat December 31, 2023, 2024, and 2025, we had total trade receivables of approximately S$227,000, S$39,100, and S$175,800, respectively.\n\n \n\n**Impairment\nof plant and equipment and intangible assets**\n\n \n\nIntangible\nassets are reviewed for impairment whenever there is an indication that these assets may be impaired. We consider the guidance of IFRS\n36 in assessing whether there is any indication that an item of the above assets may be impaired. This assessment requires significant\njudgment.\n\n \n\nIf\nany such indication exists, the recoverable amount of the assets is estimated to ascertain the amount of impairment loss. The recoverable\namount is defined as the higher of the fair value less cost to sell and value-in-use.\n\n \n\nIn\ndetermining the value-in-use of assets, we apply a discounted cash flow model where the future cash flows derived from such assets are\ndiscounted at an appropriate rate. Forecasts of future cash flow are estimated based on financial budgets and forecasts approved by the\nmanagement.\n\n \n\n**Estimated\nuseful lives of plant and equipment and intangible assets**\n\n \n\nThe\ncost of plant and equipment and intangible assets is depreciated on a straight-line basis over the intangible assets’ estimated\neconomic useful lives. The estimated useful life reflects our estimate of the periods that we intend to derive future economic benefits\nfrom the use of our intangible assets.\n\n \n\n**Fair\nvalue of financial instruments**\n\n \n\nWhere\nthe fair value of financial assets recorded in the consolidated statements of financial position cannot be derived from active markets,\nit is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable\nmarkets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include\nconsiderations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect\nthe reported fair value of financial instruments.\n\n \n\n**Recently\nIssued Accounting Pronouncements**\n\n \n\nFor\ninformation about recent accounting pronouncements that will apply to us in the near future, see Note 2 to our consolidated financial\nstatements, included elsewhere in this Annual Report.\n\n \n\n74\n\n \n\n \n\n**Quantitative\nand Qualitative Disclosures about Financial Risk**\n\n \n\n**Risk\nManagement Overview**\n\n \n\nOur\nactivities expose us to a variety of financial risks from our operations. The key financial risks include credit risk, liquidity risk\nand market risk (including interest rate risk and foreign currency risk). We review and agree policies and procedures for the management\nof these risks, which are executed by the management team. It is and has been throughout the current and previous fiscal year, our policy\nthat no trading in derivatives for speculative purposes shall be undertaken.\n\n \n\n*Credit\nRisk*\n\n \n\nCredit\nrisk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. Our exposure\nto credit risk arises primarily from trade and other receivables. In order to minimize the credit risk, we have adopted a policy of only\ndealing with creditworthy counterparties. We perform ongoing credit evaluation of our counterparties’ financial condition and generally\ndo not require collateral.\n\n \n\nFor\nother financial assets including cash and cash equivalents, we minimize credit risk by dealing exclusively with high credit rating counterparties.\nThe credit risks on bank balances are limited because the counterparties are banks or financial institutions with high credit ratings\nassigned by international credit-rating agencies. While the Company’s policy is to maintain cash balances at banks where such balances\nare covered by deposit insurance, maintaining bank balances under the insured deposit amounts at all times is operationally unfeasible.\n\n \n\nFor\ntrade receivables and contract assets, we have applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime ECL.\nWe determine the ECL by using a provision matrix, estimated based on historical credit loss experience based on the past due status of\nthe debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. Accordingly, the credit\nrisk profile of trade receivables is presented based on their past due status in terms of the provision matrix.\n\n \n\nFor\nother receivables and amount due from shareholder, we assessed the latest performance and financial position of the counterparties, adjusted\nfor the future outlook of the industry in which the counterparties operate in, and concluded that there has been no significant increase\nin the credit risk since the initial recognition of the financial assets. Accordingly, we measured the impairment loss allowance using\n12-month ECL and determined that the ECL is insignificant.\n\n \n\nOur\nexposure to credit risk is influenced mainly by the individual characteristics of each customer rather than the industry or country in\nwhich the customers operate and therefore significant concentrations of credit risk primarily arise when we have significant exposure\nto individual customers.\n\n \n\n*Liquidity\nRisk*\n\n \n\nLiquidity\nrisk is the risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments.\nLiquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.\n\n \n\nPrudent\nliquidity risk management implies maintaining sufficient cash. We monitor and maintain a level of bank balances deemed adequate to finance\nour operations.\n\n \n\n*Market\nRisk*\n\n \n\nMarket\nrisk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect our income. The objective\nof market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on\nrisk.\n\n \n\n*Interest\nRate Risk*\n\n \n\nInterest\nrate risk is the risk that the fair value or future cash flows of our financial instruments will fluctuate because of changes in market\ninterest rates. We are not exposed to interest rate risk as we have no significant interest-bearing assets and liabilities, and our income\nand operating cash flows are substantially independent of changes in market interest rates.\n\n \n\n75\n\n \n\n \n\n*Foreign\nCurrency Risk*\n\n \n\nOur\nforeign exchange risk results mainly from cash flows from transactions denominated in foreign currencies. At present, we do not have\nany formal policy for hedging against currency risk. We ensure that the net exposure is kept to an acceptable level by buying or selling\nforeign currencies at spot rates, where necessary, to address short term imbalances.\n\n \n\nWe\nhave transactional currency exposures arising from transactions that are denominated in a currency other than the functional currency\nof the Group, primarily United States Dollars (USD). The average exchange rates used for USD during the years ended December 31, 2023,\n2024, and 2025, as derived from XE.com, through Xero, our accounting software, were 0. 757817, 0.733541, and 0.777418 per Singapore Dollar,\nrespectively.\n\n \n\nOur\ncurrency exposure to the USD as of December 31, 2023, 2024, and 2025 was as follows:\n\n \n\n** **** **\n**For the Year Ended December 31,**** **\n\n** **** **\n**2023**** **** **\n**2024**** **** **\n**2025**** **\n\n** **** **\n**(S$)**** **** **\n**(S$)**** **** **\n**(S$)**** **\n\n  \n   \n   \n  \n\nTrade and other receivables \n 202,839  \n 32,002  \n 40,086 \n\nCash and cash equivalents \n 92,808  \n 24,312  \n 8,396,552 \n\nTrade and other payables \n (126,926) \n (53,266) \n (134,275)\n\nOverall net exposure \n 168,721  \n 3,048  \n 8,302,363"}