{"url_path":"/sec/iotr/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","accession_number":"0001213900-26-075976","cik":"0001997637","ticker":"IOTR","issuer_name":"iOThree Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","primary_entity_key":"0001997637","primary_entity_name":"iOThree Ltd"},"word_count":14974,"has_tables":true,"body_markdown":"**ITEM 4. INFORMATION ON THE COMPANY**\n\n** **\n\n**4.A. History and Development of the Company**\n\n** **\n\n**Our Corporate History**\n\n \n\n*Pre-IPO Reorganization*\n\n \n\nOn February 19, 2019,\niO3 Pte. Ltd., or iO3 Singapore, was incorporated under the Singapore Companies Act as an exempt private company limited by shares.\n\n \n\nOn August 21, 2023,\nwe incorporated iOThree Limited, or iO3 Cayman, as a holding company under the laws of the Cayman Islands as an exempted company with\nlimited liability. iO3 Cayman has no substantive operations other than holding all of the issued share capital of iO3 BVI.\n\n \n\nOn August 21, 2023,\nour founder, Chairman and Chief Executive Officer, Eng Chye Koh, incorporated iOThree Maritime Technologies Limited, or iO3 BVI, a holding\ncompany incorporated under the laws of the British Virgin Islands, which has no substantial operations in the British Virgin Islands.\nOn September 4, 2023, iO3 Cayman acquired 100% of the equity interests of iO3 BVI from Mr. Koh.\n\n \n\nOn October 6, 2023, as part\nof a reorganization for the purpose of our initial public offering and listing on Nasdaq, iO3 BVI (at the direction of iO3 Cayman), acquired\nthe entire equity interest in iO3 Singapore from its shareholders, namely Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See,\nLoo Koon Goh and Tsang Nga Kwok, and as consideration, iO3 Cayman allotted and issued 45,010 shares to Tsang Nga Kwok and 4,990 shares\nto iO3 Strategic Investments Limited, which is owned by Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See and Loo Koon Goh\n(i.e., iO3 Cayman allotted and issued an aggregate of 50,000 Ordinary Shares, par value $0.01 per share, of iO3 Cayman credited as\nfully paid to Tsang Nga Kwok and iO3 Strategic Investments Limited for a consideration of $1,630,695 determined based on the net assets\nof iO3 Singapore as at March 31, 2023 which was settled by the transfer of an aggregate of 147,360 shares of iO3 Singapore to iO3 BVI). After\nthe reorganization, iO3 Singapore became a wholly-owned subsidiary of iO3 BVI, which in turn, is our wholly-owned subsidiary.\n\n \n\nOn January 19, 2024, iO3\nCayman increased its authorized share capital from $50,000 divided into 5,000,000 Ordinary Shares, at par value of $0.01 per share to\n$500,000 divided into 50,000,000 Ordinary Shares, at par value of $0.01 per share.\n\n \n\nOn February 8, 2024, as of\nthe final step in the series of reorganization transactions for the purpose of our initial public offering and listing on Nasdaq, each\nshareholder of iO3 Cayman (i.e., iO3 Strategic Investments Limited, All Wealthy International Limited, Tsang Nga Kwok, One Investment\nand Consultancy Limited, Sakal Capital Pte. Ltd. and Shao Qi Limited) was allotted and issued shares in iO3 Cayman that were in proportion\nto their shareholdings, credited as fully paid up at par value out of the share premium account of iO3 Cayman. After such allotment and\nissuance, the total number of issued and outstanding shares of iO3 Cayman increased from 100,000 Ordinary Shares to 15,000,000 Ordinary\nShares.\n\n \n\nOn August 22, 2024, iO3\nCayman conducted a consolidation of its issued and authorized but unissued shares at a ratio of 5 for 1. As such, iO3 Cayman’s\nauthorized share capital changed from $500,000 divided into 50,000,000 Ordinary Shares, at par value of $0.01 per share to $500,000 divided\ninto 10,000,000 Ordinary Shares, at par value of $0.05 per share. The total number of iO3 Cayman’s issued and outstanding Ordinary\nShares accordingly decreased from 15,000,000 to 3,000,000 shares. On the same day, iO3 Cayman further conducted a subdivision of its\nissued and unissued shares at a ratio of 1 for 8. As a result, iO3 Cayman’s authorized share capital changed from $500,000 divided\ninto 10,000,000 Ordinary Shares, at par value of $0.05 per share, to $500,000 divided into 80,000,000 Ordinary Shares, at par value of\n$0.00625 per share. The total number of iO3 Cayman’s issued and outstanding Ordinary Shares thus increased from 3,000,000 to 24,000,000\nshares. The ownership percentages of the Company’s shareholders remained the same after the foregoing consolidation and subsequent\nsubdivision of shares (the “Share Split”). We have retrospectively reflected the Share Split in all financial periods presented\nin this report. \n\n \n\n*IPO*\n\n \n\nOn April 11, 2025, we completed\nour initial public offering of 1,650,000 Ordinary Shares sold at a public offering price of $4.00 per share, or the IPO. The Ordinary\nShares offered and sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form F-1 (File No.\n333-276674), which was declared effective by the SEC on March 31, 2025. Our Ordinary Shares commenced trading on the Nasdaq Capital Market\nunder the symbol “IOTR” on April 10, 2025. Upon closing of the IPO, we also issued 147,000 warrants to the representative\nof underwriters, exercisable at any time and from time to time, in whole or in part, from April 11, 2025 to April 11, 2030, at a per share\nprice of $5.00 per share. On October 15, 2025, we entered into a supplemental agreement with the representative for the surrender and\ncancellation of all of the warrants for consideration of $80,000.\n\n \n\nThe Company adopted its Amended\nand Restated Memorandum and Articles of Association immediately prior to the completion of the IPO.\n\n* *\n\n24\n\n \n\n  \n\n*Recent Developments*\n\n \n\nOn April 23, 2025, we incorporated\na new wholly owned subsidiary, iO3 Sdn Bhd, in Malaysia. iO3 Sdn. Bhd is wholly owned by our Singapore-based subsidiary, iO3 Pte Ltd.\nand it is mainly engaged in the business of satellite communications and software.\n\n \n\nOn July 29, 2025, our board\nof directors approved the iOThree Limited 2025 Equity Incentive Plan (the “2025 Plan”), pursuant to which the Company is authorized\nto issue up to 641,250 Ordinary Shares, par value $0.0625 per share (on a post-split basis reflecting the reverse share split described\nbelow), in the form of incentive share options, non-statutory share options, restricted shares, restricted share units and share appreciation\nrights to employees, directors, and consultants of the Company or any affiliates of the Company. The 2025 Plan will expire ten years from\nthe date of approval.\n\n \n\nOn October 10, 2025, at the\nExtraordinary General Meeting of Members of the Company, the Company’s shareholders approved, among others, the Second Amended and\nRestated Memorandum and Articles of Association, pursuant to which the Company’s share capital has changed to consist of 70,000,000\nOrdinary Shares, 9,000,000 Class A shares, and 1,000,000 preferred shares (on a post-split basis reflecting the reverse share split described\nbelow). At the meeting, the Company’s shareholders also approved the redesignation of certain issued Ordinary Shares, including\n403,435 Ordinary Shares held by All Wealthy International Limited and 1,428,240 Ordinary Shares held by iO3 Strategic Investments Limited\n(on a post-split basis reflecting the reverse share split described below), as issued Class A shares, on a one-for-one basis. Each Class\nA share is entitled to 50 votes, compared to one (1) vote per Ordinary Share. Class A shares are convertible into Ordinary Shares at any\ntime at the holder’s option on a 1:1 basis. Except for the differences in voting and conversion rights, Class A shares and Ordinary\nShares have identical rights and rank equally in all other respects.\n\n \n\nOn November 6, 2025, the\nCompany announced that its shareholders and Board of Directors approved a one-for-ten reverse share split of the Company’s issued\nand unissued Ordinary Shares, Class A shares, and preferred shares (the “reverse share split”). The reverse share split became\neffective on November 10, 2025. Upon effectiveness, every ten Ordinary Shares automatically combined into one Ordinary Share. Outstanding\nwarrants were proportionately adjusted in accordance with their terms. No fractional shares were issued, and any fractional amounts were\nrounded up to the nearest whole share. Immediately following the reverse share split, the Company had approximately 733,347 Ordinary Shares\nand 1,831,675 Class A shares issued and outstanding. The reverse share split is retroactively reflected in all share and per-share information\nin the periods presented in this report. \n\n \n\nOn January 10, 2026, the\nCompany entered into securities purchase agreements with certain investors, pursuant to which the Company agreed to issue an aggregate\nof 2,298,852 Ordinary Shares, par value $0.0625 per share, at a purchase price of $0.87 per share, for a total purchase price of approximately\n$2.0 million. The Company intends to use the net proceeds from the financing for working capital and general corporate purposes. The offering\nwas conducted as a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated under the Securities\nAct.\n\n \n\n*Corporate Structure*\n\n \n\nWe are a Cayman Islands holding\ncompany and primarily conduct our operations through our Singapore subsidiary. The chart below summarizes our corporate structure as of\nthe date of this Annual Report:\n\n \n\n \n\nOn\nApril 23, 2025, we, through iO3 Pte. Ltd., formed a wholly-owned subsidiary in Malaysia, iO3 Sdn. Bhd., as part of our operational expansion\nin the country.\n\n \n\n25\n\n \n\n \n\n**4.B. Business Overview**\n\n \n\n**Overview**\n\n \n\nWe are a leading provider\nof maritime digital technologies including satellite connectivity and digitalization solutions in Singapore focused on facilitating the\nmaritime industry towards digital transformation. Based on the Frost & Sullivan Report, as of March 31, 2024, we ranked fifth in the\nSingaporean market based on revenue from the provision of maritime connectivity and digital solutions with a market share of approximately\n6.2%. Our company was established to adopt an innovative approach towards the management of solutions accustomed to contemporary needs\nand drive the digital evolution in the maritime industry.\n\n \n\nWe have two operating segments:\n(i) satellite connectivity solution, and (ii) digitalization and other solutions. In the satellite connectivity solution segment,\nwe offer integrated satellite connectivity solution through the provision of satellite connectivity services and the sales and/or lease\nof satellite network equipment and devices for shipboard network management. In the digitalization and other solutions segment, we are\ninvolved in designing digital solutions, providing IT support, and providing shipboard support services for IT and OT applications enablement.\n\n \n\nOur digitalization platform\n— JARVISS — has been specifically designed to support enhanced integrated solutions, asset optimization and delivery of secured\ncritical applications globally. It hosts a fleet of native applications developed by us as well as third party applications, consolidating\nessential functions such as IoT and vessel management. Our unique platform seamlessly integrates these applications, simplifying maritime\noperations and fostering unprecedented efficiency and leads us to be a pioneer of integrated maritime connectivity and digital solution\nproviders. For further details regarding JARVISS, see “*— Our flagship solution — JARVISS*” below.\nIn addition to JARVISS, our portfolio of digital solutions encompasses our V.Suite solutions and our new maritime ERP system FRIDAY.\nFor details, see “*— V.Suite*” and “*— FRIDAY*” below.\n\n** **\n\n**Our Business Model**\n\n \n\nThe following diagram illustrates\nour business model:\n\n \n\n \n\nWe provide shipboard infrastructure\nto our customers by designing and installing the necessary satellite connectivity solution, IT equipment and shipboard equipment (such\nas equipment relating to navigation systems, automatic identification system, electronic chart display and information system, voyage\ndata recorders etc.) and JARVISS on the vessels of our customers. With such satellite communications and JARVISS (or any additional IT\nsupport services required by the customer) in place, staff on the vessel can effectively communicate and interact real-time with their\npersonnel on shore.\n\n \n\nOur key management and operations\nare primarily based in Singapore. However, given that many of our customers and their vessels are located in places other than Singapore,\nwe also operate outside of Singapore when delivering services and solutions to our customers. We conduct our operations through iO3 Singapore\nand its newly formed subsidiary incorporated in Malaysia, iO3 Sdn. Bhd., which is wholly owned by iO3 Singapore and is mainly engaged\nin the business of satellite communications and software.\n\n \n\nWe have two operating segments:\n(i) satellite connectivity solution and (ii) digitalization and other solutions.\n\n* *\n\n*Satellite Connectivity Solution*\n\n \n\nWe offer integrated satellite\nconnectivity solution through the provision of satellite connectivity services and the sales and/or lease of satellite network equipment\nand devices for shipboard network management.\n\n \n\n26\n\n \n\n \n\nOur satellite connectivity\nservices encompass a comprehensive range of services, including but not limited to, shared access services via an extensive satellite\nnetwork, such as Ku-band VSAT solutions. In addition, we provide airtime services, bandwidth subscription plans, and voice services across\nvarious frequency bands, ensuring a tailored and reliable communication experience for our customers. These satellite connectivity services\nbased on frequency bands include:\n\n* *\n\n*(i) L-Band (1-2 GHz)*\n\n \n\n \n●\nIridium Certus: Utilizes L-band frequencies to provide global, low-latency maritime communication, including voice and data services.\n\n \n\n \n●\nInmarsat FleetBroadband: Offers broadband data and voice services for maritime users, especially for smaller vessels.\n\n \n\n \n●\nThuraya: Provides voice and data services for maritime users, especially smaller and regional-going vessels in Europe, the Middle East, Africa, and Asia.\n\n \n\n \n●\nInmarsat C: Primarily utilized for maritime safety and distress communications. Vessels can transmit distress signals and emergency messages, complying with international regulations such as the Global Maritime Distress and Safety System (“GMDSS”).\n\n* *\n\n*(ii) VSAT (4-40 GHz)*\n\n \n\n \n●\nC-Band (4-8 GHz): Often used in maritime applications for high-speed data communication via geostationary satellites.\n\n \n\n \n●\nKu-Band (12-18 GHz): Utilizes Ku-band frequencies for high-data-rate maritime communication, commonly for broadband internet access.\n\n \n\n \n●\nKa-Band (26.5-40 GHz): Utilizes Ka-band frequencies to deliver high-speed broadband services for high-throughput, low-latency connectivity for maritime vessels, improving data-intensive applications.\n\n* *\n\n*(iii) Long-Term Evolution (“LTE”)*\n\n \n\n \n●\nCellular Networks: LTE networks are widely used for maritime connectivity when vessels are within range of coastal or terrestrial cell towers.\n\n \n\n \n●\nWiFi Hotspots: Many maritime vessels, especially passenger ships and ferries, offer onboard Wi-Fi networks that are powered by LTE connections.\n\n* *\n\n*(iv) Low Earth Orbit (“LEO”) Satellite\nServices – Starlink*\n\n \n\nWe started the rollout of\nour Starlink satellite services in the first quarter of 2024, marking a further enhancement to our connectivity portfolio. Starlink’s\nLEO connectivity complements our existing geostationary (“GEO”) and L-band services, offering shipowners greater flexibility\nto optimize connectivity performance, cost, and availability depending on route, bandwidth requirements, and operational needs.\n\n \n\n \n●\nLEO-Based Connectivity (10.7–12.7 GHz): Starlink operates in Ku-band frequencies via a rapidly growing constellation of LEO satellites orbiting approximately 550 km above Earth, offering global coverage with significantly reduced latency compared to traditional GEO systems.\n\n \n\n \n●\nHigh Throughput & Low Latency: Delivers speeds exceeding 220 Mbps with latency as low as 20–40 milliseconds, enabling a superior digital experience for real-time applications such as video conferencing, remote diagnostics, and cloud-based services.\n\n \n\n \n●\nFlat Panel Antennas: Starlink terminals are compact, auto-tracking, and easy to install, minimizing mechanical complexity onboard.\n\n \n\n \n●\nScalable for Digital Adoption: Supports a wide range of digital use cases including IoT integration, remote monitoring, cybersecurity tools, and cloud synchronization—accelerating the transition to smart vessel operations.\n\n \n\nIn order to provide the satellite\nconnectivity services, we sell and/or lease the necessary satellite network equipment and devices including antenna, satellite phone,\nmodem, IP handsets, wireless access points etc. to our customers. The required equipment and devices are then shipped and installed on\nthe vessel specified by the customers. In this connection, shipping and handling services are included in the delivery of the equipment\nand devices to the customers. For instance, customers have the flexibility to acquire the main satellite antenna equipment either through\na ‘sales with an upfront one-time cost’ model or via a ‘lease with a monthly fee’ arrangement. The upfront installation\ncost, which encompasses labor, shipment, and accessory cost, will be charged accordingly based on the chosen acquisition method. Furthermore,\na monthly subscription fee is charged to the customers for the satellite connection services in relation to the airtime, bandwidth subscription\nplan and value-added service subscribed. Additional fees may be charged to the customers based on any additional value-added services\nprovided.\n\n \n\n27\n\n \n\n \n\nThe implementation process\nstarts with a consultancy meeting discussing the customer’s requirements, followed by offsite visits to our customer’s premises\nto determine and finalize the customer’s specifications. After the customer’s requirements have been finalized, we will engage\nin the preparation of work scope, start the procurement of equipment and devices required and arrange for site survey to finalize the\nrequirements prior to onboard implementation with the customer. This process of the preparation of work scope and procurement will take\napproximately three to seven days. The implementation process, which involves engineering work onboard of vessels will take approximately\none to three days to complete.\n\n* *\n\n*Digitalization and Other Solutions*\n\n* *\n\n*(i) Digitalization*\n\n \n\nWe offer JARVISS to our customers\nas our key digital platform in line with our vision to drive the maritime industry towards digitalization. In addition to JARVISS, our\nportfolio of digital solutions also includes our V.Suite solutions (V.SIGHT AI camera surveillance, V.SION AR smart glasses, V.IoT\nshipboard monitoring and analytics, V.SECURE cybersecurity, V.WEATHER route optimization, together, the “V.Suite”. For\ndetails, see “— *V*.*Suite*” below). Additionally, we recently launched FRIDAY maritime ERP system (For\ndetails, see “*— FRIDAY*” below). We provide customers access to the digital platform to obtain real time information\nfor their daily operations management.\n\n \n\nWe generate revenue by charging\nour customers a monthly subscription fee for the JARVISS solution and its peripheral applications. Regarding the installation of JARVISS,\nwe first install a hardware device that looks like a set-top box onto the vessel. In this process, we charge our customers the hardware\ncost and the labor cost in association with setting up JARVISS. Subsequently, we charge our customers a subscription fee on a monthly\nbasis for subscribing to JARVISS.\n\n* *\n\n*(ii) Other Solutions*\n\n \n\nProvision of IT support\n\n \n\nOur vessel IT support services\nencompass networking, troubleshooting, and maintenance, as well as the supply of essential hardware and software components. We provide\ndedicated helpdesk services to our clients, addressing a broad spectrum of technical challenges that vessels may encounter. This includes\nswiftly resolving network connectivity interruptions and diagnosing hardware issues, such as server or equipment malfunctions. Moreover,\nwe specialize in configuring and optimizing critical software applications essential for efficient vessel operations.\n\n \n\nIn addition to providing\nproactive maintenance and real-time troubleshooting, we are well-prepared to respond to emergencies by having a dedicated support team\nto offer prompt assistance to our clients as and when necessary, thereby ensuring the safety and continuity of maritime operations. This\ncomprehensive approach extends to cybersecurity incident response and performance enhancement, guaranteeing that vessel IT systems consistently\noperate at peak efficiency. To further enhance operations, we provide crew training and support, empowering personnel to effectively harness\nthe capabilities of onboard IT systems.\n\n \n\nIn relation to IT support,\ncoordination and maintenance services, we charge our customers a monthly recurring fee depending on the type of IT services provided.\nFor instance, our scope of IT helpdesk service includes a dedicated support team proficient in resolving troubleshooting and networking\nissues, providing clients with a designated point of contact. We implement an organized ticketing system and established processes to\nensure swift and efficient problem resolution. Moreover, we facilitate vessel contacts with our support team via phone and email for prompt\nassistance. Our responsibilities further extend to the continuous maintenance of vessel systems and the regular update of IT-related documentation,\nall of which contribute to the seamless operation of onboard IT infrastructure.\n\n \n\n28\n\n \n\n \n\nBased on the level of IT\nsupport provided, we then charge our customers a monthly recurring fee. In addition, we provide IT services and technical support according\nto specification of our customers, including the purchase of IT hardware, and purchase and installation of software on certain devices.\nWe subsequently charge our customers the applicable hardware/software and labor cost accordingly.\n\n \n\nSome of the key components\nof hardware and software provided on vessels, include but are not limited to:\n\n \n\nHardware Components\n\n \n\n \n●\nNetwork Infrastructure: Ethernet switches, access points, and network cabling create the local area network (“LAN”) on the vessel, enabling seamless data transfer among connected devices.\n\n \n\n \n●\nFirewalls and Security Appliances: Firewalls and security appliances protect the vessel’s network from cyber threats, ensuring the safety of onboard systems and data.\n\n \n\n \n●\nComputers and Servers: Vessels may have various computers and servers for navigation, communication, automation, and crew use.\n\n \n\n \n●\nCabling and Infrastructure: Fiber-optic, Ethernet, and wireless connections are commonly used, with consideration for waterproof and corrosion-resistant materials.\n\n \n\n \n●\nPrinter and Scanning Equipment: Printers and scanners are used for generating and processing documents and paperwork on board, including maintenance logs and reports.\n\n \n\nSoftware Components\n\n \n\n \n●\nNavigation Software: Navigation systems with GPS and electronic charts are essential for safe navigation at sea. They provide real-time position data, route planning, and collision avoidance capabilities.\n\n \n\n \n●\nCommunication Software: Messaging, email, and voice communication software enable crew members to stay in touch with onshore personnel and other vessels.\n\n \n\n \n●\nComputer Software: Microsoft Office standardized office productivity tools for various tasks such as documentation, communication, data analysis, and collaboration.\n\n \n\n \n●\nCybersecurity Solutions: Antivirus software, intrusion detection systems (“IDS”), and security monitoring tools are used to safeguard vessel networks and data from cyber threats.\n\n \n\n \n●\nRemote Support and Diagnostic Tools: Remote support software allows IT teams onshore to diagnose and troubleshoot issues on the vessel remotely. This reduces the need for on-site technical assistance and downtime.\n\n \n\nIT support for vessels typically\ninvolves a range of onboard engineering services that encompass the setup of onboard networks, troubleshooting, as well as the installation\nand configuration of IT hardware and software. The process for IT support may vary in duration depending on the specific requirements\nand volume of support requested by customers. This could range from a day for routine maintenance to several days for more complex\ninstallations or troubleshooting involving multiple systems.\n\n \n\nProvision of shipboard support services\n\n \n\nWe also offer the sale of\nshipboard equipment and the provision of engineering services to our customers. We supply shipboard equipment and/or engineering services\nas per each customer’s specification.\n\n \n\nThe shipboard equipment we\noffer for sale includes and the following:\n\n \n\n \n●\nNavigation Systems: This includes GPS receivers, radar systems, electronic chart displays, and gyrocompasses, which are critical for safe navigation and collision avoidance.\n\n \n\n \n●\nAutomatic Identification System (“AIS”): AIS transponders and receivers provide real-time information about the positions, identities, and movements of nearby vessels, enhancing situational awareness.\n\n \n\n29\n\n \n\n \n\n \n●\nElectronic Chart Display and Information System (“ECDIS”): ECDIS displays electronic nautical charts, integrating with navigation sensors to provide accurate and up-to-date chart data for route planning and monitoring.\n\n \n\n \n●\nVoyage Data Recorders (“VDRs”): VDRs record and store data related to a vessel’s voyage, including sensor data, audio recordings, and navigational information, for accident investigation and safety compliance.\n\n \n\n \n●\nVery High Frequency (“VHF”) and Ultra High Frequency (“UHF”) Radios: VHF and UHF radios are used for distress and safety calls.\n\n \n\n \n●\nGMDSS Equipment: GMDSS equipment, such as Emergency Position Indicating Radio Beacons and Search and Rescue Transponders, are essential for distress alerting and search-and-rescue operations.\n\n \n\nThe above equipment is then\ninstalled on the vessel specified by each individual customer.\n\n \n\nOur engineering services\nconsist of on-site visits to the vessels and the installation of the equipment, accessories, and systems onto the vessels of our customers.\nFurthermore, we have a team of qualified engineers who are certified and highly trained who provide valuable design consultancy and reliable\nengineering services in achieving maximum value for our customers. Our engineering expertise extends to the seamless installation of these\nshipboard hardware components, ensuring optimal functionality. We also offer mandatory annual servicing to uphold equipment performance\nand provide efficient troubleshooting services for any encountered issues. We pledge to provide superior quality of refurbished equipment\nat competitive prices and ensure that all of our equipment undergoes extensive testing and verification.\n\n \n\nWe generate revenue upon\nthe completion of equipment installation and transferring the control of the equipment to our customers. The freight charges for the shipment\nof the equipment are then billed to our customers. Our engineering services are billed to customers based on time cost.\n\n \n\nThe implementation process\nbegins with a consultancy meeting discussing the customer’s requirements, followed by offsite visits to our customer’s premises\nto determine and finalize the customer’s plans. After the customer’s requirements have been finalized, we engage in the preparation\nof work scope, procurement of IT equipment and software, and arrange for site survey to finalize the requirements prior to onboard implementation\nwith the customer. This process will take approximately three to seven days. The implementation process, which involves engineering\nwork onboard of vessels will typically take approximately one to three days to complete.\n\n** **\n\n30\n\n \n\n \n\n**Our flagship solution — JARVISS**\n\n \n\nWe seek to transform the\nmaritime industry and accelerate our customers’ digital transformation journey by the adoption of JARVISS — a unified\ndigital shipboard platform that encompasses the full spectrum end-to-end from shipboard edge device to cloud services for operational\nefficiencies and safer voyages. JARVISS provides an open, participative infrastructure for applications to be transmitted efficiently,\nwith built-in cybersecurity protection. It is embedded with a transport accelerator protocol and supports our native applications, the V.Suite\nof services, the FRIDAY ERP system, as well as third party software. The advent of new technologies such as the cloud have brought benefits\nto a wide range of industries in terms of cost savings, efficiency and flexibility. However, the increasing complexity of IT networks,\narchitectures and infrastructures poses new cybersecurity risks to the maritime industry.\n\n \n\n \n\nJARVISS which is embedded\nwith data acceleration technology, is designed to manage connectivity via various satellite networks. It transmits critical data efficiently,\ndelivers IoT data and facilitates cyber security with AES256 (as defined below) encryption. JARVISS has the following three key features:\n\n* *\n\n*Satellite Network Management*\n\n \n\nJARVISS is proficient in\nthe management of onboard satellite network connectivity by prioritizing business critical data to achieve more intelligent and productive\noperations.\n\n \n\nWith JARVISS and our cooperation\nwith satellite operators, our customers can benefit from multiple coverage beams providing global or regional services, options for dual\nsatellite constellation, and advanced onshore data monitoring, tracking and analysis. With the above features, our customers are able\nto optimize vessel operations and enhance crew welfare, whilst complying with regulations and staying connected to their network within\nbudget.\n\n \n\nManaging satellite connectivity\non a vessel is essential for maintaining effective communication, ensuring safety through access to navigation and emergency resources,\noptimizing operational efficiency, supporting crew welfare, and complying with maritime regulations. JARVISS enables proper management\nof a vessel’s satellite connectivity which involves monitoring network performance, implementing redundancy, prioritizing bandwidth,\nenhancing security, controlling costs, conducting regular maintenance, and training crew members for emergency situations, collectively\ncontributing to the vessel’s overall functionality and safety at sea.\n\n* *\n\n*Cybersecurity*\n\n \n\nJARVISS uses a highly secure\nadvanced encryption standard with a 256-bit encryption key (“AES256”) to protect data. This process converts the data into\nan unreadable format, ensuring that even if unauthorized individuals gain access to it, they cannot decipher it without the correct encryption\nkey. AES256 is known for its strong security and is widely used to safeguard sensitive information, making it extremely difficult for\nmalicious parties to access or understand the encrypted data.\n\n \n\nJARVISS ensures strong encryption\nin transport layer with encrypted protocol header and payload, creating a cryptographic way of authentication of every data packet. It\nalso ensures the network perimeter has multi-layered boundary defenses with firewalls and proxies deployed between the untrusted external\nnetwork and the trusted internal network.\n\n* *\n\n31\n\n \n\n \n\n*Data Acceleration*\n\n \n\nJARVISS accelerates traffic\nby analyzing traffic and routing conditions in real time to search for the fastest route between the data source and the destination.\nAdvanced congestion control offered by JARVISS helps to monitor and control the amount of data being sent, avoiding bottlenecks and ensuring\nthe smooth transfer of data.\n\n \n\nFor example, delivery of\ndata streams such as sending emails, conducting a web surfing session, carrying out a scheduled automatic file transfer, and updating\na weather charting software, all initiates multiple handshakes and acknowledgement packets over the satellite network. Data sessions embedded\nwith JARVISS acceleration feature reduce noise interference by other devices and congestion retransmission, ensuring smooth transfer of\ndata with improved service performance.\n\n** **\n\n**V.Suite**\n\n \n\nWith JARVISS installed on\na vessel, various value-added services and native solutions can be added to a vessel’s platform as a customized subscription module:\n\n* *\n\n*V.SION*\n\n \n\nV.Sion is an AR smart glasses\nsolution designed for maritime use. It enhances safety, navigation, and efficiency at sea by providing real-time video, voice calls, and\nhands-free communication for on-site personnel. This technology enables ship-to-shore communication, supporting functions like video conferencing\nupdates, remote inspections, class surveyor audits, and medical consultations with onshore doctors.\n\n \n\nOnshore personnel can gain\na 360-degree view of the vessel’s environment through V.Sion. Crew personnel on the vessel wear the smart glasses, stand in\nfront of objects to inspect, and transmit real-time images to onshore screens. For example, engineers and technicians onshore can ask\non-board crew to inspect meters, valves, and pipes, instantly receiving video and images for remote assessment. This technology facilitates\nreal-time insights and remote assistance, improving maritime operations.\n\n \n\n \n\n \n \n \n\n*A pair of smart-glasses which can operate with V.SION*\n \n*Crew wearing smart-glasses on the vessel where real-time video streaming will be transmitted and shown to the personnel onshore via V.SION*\n\n \n\n \n\n*Personnel onshore receiving real-time video streaming via V.SION so that they can gain real-time vision on the vessel in order to inspect the vessel’s environment*\n\n* *\n\n32\n\n \n\n \n\n*V.SIGHT*\n\n \n\nV.Sight is a comprehensive\nAI maritime camera surveillance solution that enhances vessel security and monitoring. It utilizes recognized marine-standard CCTV cameras\nto provide real-time streaming and AI video analytics for various onboard and external areas. This includes monitoring navigation, engine\nrooms, cargo operations, berthing, and the surrounding shipyard areas.\n\n \n\n \n\nThe real-time video feed\nfrom V.Sight can be accessed not only on shore dashboards but also on smartphones and computers, offering flexibility to users. Additionally, V.Sight\nincorporates AI analytics for added functionality and security alerts, such as motion detection, object removal, time-lapsed capture,\nintrusion detection, line crossing detection, and video tampering detection. This advanced technology ensures continuous surveillance\nand immediate alerts for enhanced vessel safety and security.\n\n \n\n \n\n* *\n\n33\n\n \n\n \n\n*V.IoT*\n\n \n\nV.IoT is a powerful maritime\ndata solution that seamlessly collects, transmits, and analyzes shipboard data for enhanced insights and decision-making. It securely\ngathers real-time data from onboard sensors and systems, offering shore users immediate access to critical engine parameters and performance\nmetrics like vessel speed, fuel consumption, and voyage information.\n\n \n\nThis solution’s three-step\nprocess begins with data collection, which forms the foundation for accurate insights. V.IoT ensures data is collected comprehensively,\nenabling predictions and trend analysis. Next, data delivery addresses the challenge of interoperability among various sensors and engines.\nThe system prioritizes data security during transmission to safeguard vessel operations. Finally, V.IoT’s data analysis transforms\ncollected data into valuable information, aiding maritime business owners in optimizing fuel consumption, complying with regulations,\npredicting maintenance needs, and enhancing navigational safety. It also assists in calculating carbon emissions and carbon intensity\nfor sustainability reporting, aligning with industry standards set by the International Maritime Organization.\n\n \n\n* *\n\n*V.SECURE*\n\n \n\nV.Secure is a cloud-based,\nall-encompassing security solution designed to fortify cybersecurity within the maritime industry. Its primary objective is to proactively\nidentify potential cyber threats and respond to them swiftly. V.Secure monitors shipboard systems, navigation, propulsion, cargo handling,\ncontainer tracking, and inventory management software for any signs of cyberattacks. This comprehensive approach includes multi-layered\nboundary defenses and is underpinned by the Cydome technology specifically tailored for maritime use, which enables regular patching to\nmeet ISO 27001 and ISO 27017 guidelines.\n\n \n\nThis solution delivers an\neasily deployable cybersecurity solution uniquely tailored to the maritime sector. The system offers robust protection to the entire fleet,\nincorporating automated checks and real-time monitoring for both IT and OT systems during voyages. It safeguards vessels against electronic\nthreats, hijacking, and preserves the reputation of shipowners and fleet managers by providing comprehensive cybersecurity coverage for\nboth IT and OT aspects of vessel operations.\n\n* *\n\n34\n\n \n\n \n\n*V.WEATHER*\n\n \n\nV.WEATHER offers weather-based\nrouting for vessels, which is the use of real-time weather data to find the optimal route for a ship’s voyage. We believe that this\ntechnology is advancing rapidly, such that ship owners can increasingly utilize this technology to improve their business from a safety,\nfinancial, and environmental standpoint.\n\n \n\nWe believe that V.WEATHER\nis effective in reducing voyage costs while ensuring safety, taking into account various limitations inherent in predicting weather. It\noffers the ability for real-time route optimization and shows the user comparisons between different suggested routes. The route optimization\noptions are assessed based on parameters such as remaining fuel, cost required and time needed with accurate carbon emissions and consumption\ncalculated in the end. Eventually, the chosen optimized route will be exported for loading in the vessel’s ECDIS as shown below.\n\n \n\n* *\n\n*V.MAIL*\n\n \n\nV.MAIL is a user-friendly\nand yet highly sophisticated solution tailored to provide cost effective and secure business email services for shipping and offshore\ncustomers, providing a stable and secured business email solution for use in demanding remote environments. It can integrate with Microsoft\nOutlook and other messaging applications to deliver emails in a highly compressed format for delivery via satellite connectivity. This\nsecured shoreside dashboard for management of emails helps control costs and restrict unnecessary emails getting through.\n\n \n\nV.MAIL also offers an anti-virus\nsolution that is powered by the industry-leading endpoint solution, ESET, ensuring users receive world-class protection against viruses,\nmalware, Trojans and dialers. All new devices, such as USB sticks, are scanned when inserted into protected machines. Anti-virus updates\nare designed with satellite bandwidth in mind, with only small files transferred and applied to connected workstations on-board. Users\ncan choose the frequency of updates, be it live, daily or weekly. Users receive full reporting of a ship’s network status via the\ndashboard, which shows online workstations and update statuses. Updates are replicated locally, ensuring that offline workstations receive\nthe latest anti-virus protection when they come back online.\n\n** **\n\n35\n\n \n\n \n\n**FRIDAY**\n\n \n\nFRIDAY is a maritime ERP\nsystem launched on May 1, 2024 with customizable dashboard, intuitive navigation, and real-time data updates. It is a comprehensive\nand integrated hybrid software solution (on-cloud and on-premises) specifically designed to streamline and optimize the operational processes\nof ship management, providing real-time visibility into critical data. It serves as a central hub efficiently managing and coordinating\nvarious aspects such as vessel operations, fleet management, supply chain logistics, financial transactions, crewing, and maintenance.\n\n \n\n* *\n\n*The interface is designed to be responsive,\nensuring accessibility on various devices, including smartphones and tablets.*\n\n \n\nFRIDAY offers an extensive\nrange of integrated applications and features, including task management, detailed reporting, inventory and purchase management, document\nmanagement, safety management, and crew management:\n\n* *\n\n*Inventory Module*\n\n \n\nThe inventory module of FRIDAY\nhelps manage and track all aspects of inventory and stock control across multiple locations, providing real-time visibility of inventory\nlevels, suppliers, and purchase orders. It also features item classification, categorizing inventory by equipment structure, spare parts,\nstores, tools, and more to streamline inventory management. The inventory module integrates seamlessly with other modules within the system\nfor holistic management of maritime operations, ensuring consistency and coordination across the organization. Additionally, it automatically\nupdates the Running Order Balance of inventory parts consumed, maintaining accurate and up-to-date records.\n\n* *\n\n*Purchase Module*\n\n \n\nThe purchase module of FRIDAY\ncovers functionalities related to creating purchase requisitions, managing purchase orders, supplier management, tracking deliveries,\nand invoice reconciliation. This module is a dedicated part made to manage the procurement procedures used in the maritime sector. The\npurchasing activities of maritime operations are streamlined and automated, guaranteeing the efficient and economical acquisition of goods\nand services required for ship management, maintenance, and operation. In this module, contracts can be created as well.\n\n* *\n\n36\n\n \n\n \n\n*Planned Maintenance System Module*\n\n \n\nThe Planned Maintenance System\nmodule of FRIDAY ensures that the vessel’s equipment is well-maintained by tracking maintenance activities. It allows maritime companies\nto create maintenance schedules based on predefined criteria, such as time-based, condition-based, or usage-based triggers. This module\nalso supports centralized maintenance management, allowing tasks to be allocated to multiple vessels with a single click, and offers customization\noptions to adapt to specific maintenance processes, fleet configurations, and organizational requirements.\n\n \n\nAdditionally, the Planned\nMaintenance System module includes a running hour trigger feature that updates running hours to automatically generate a task when\nthreshold limits are reached. It also provides comprehensive reports and analytics on maintenance activities, enhancing equipment reliability\nand availability through history recording and cost tracking.\n\n* *\n\n*Safety Module*\n\n \n\nThe safety module of FRIDAY\nis a specific component that improves safety management in maritime operations. It focuses on managing and enhancing safety practices\nand procedures on board the vessel, including safety inspections, incident reporting, safety training, emergency response planning, risk\nassessment, and compliance management. By incorporating safety-related operations into the overall ERP framework, this module enables\nfaster processes, better data management, and greater compliance with safety requirements. Additionally, it allows maritime enterprises\nto monitor, report, and handle safety issues, resulting in a safer working environment for crew and passengers while also safeguarding\nassets and the environment.\n\n* *\n\n*Electronic Document (“E-Doc”) Module*\n\n \n\nThe E-Doc module of FRIDAY\nis a specialized component that manages and streamlines the generation, storage, retrieval and distribution of electronic documents during\nmaritime operations. This program assists maritime firms in moving from paper-based to digital procedures, increasing productivity, document\naccessibility, accuracy, and compliance.\n\n* *\n\n*Crew Management*\n\n \n\nThe crew management system\nhelps manage all actions in the employee cycle of any maritime company, from the flow of recruitment to sign-on or even retirement. This\nmodule ensures the proper implementation of any company policy related to the employment of seafarers, and allows maritime enterprises\nto add full documentation of each employee, payroll and International Maritime Organization (IMO) crew list. Besides promoting efficient\ncrew management, this system ensures compliance with labor regulations and supports crew development and training initiatives.\n\n \n\nIn addition to the above V.Suite\nnative applications and FRIDAY ERP system, third-party software can be downloaded and integrated into JARVISS so that customers only have\nto interact with one single operating system, having access to both native and third-party applications all in one place.\n\n** **\n\n**Our Competitive Strengths**\n\n \n\nAs a maritime connectivity\nand digital solutions provider, our goal is to offer a blend of extensive functionality, adaptable scalability, and a user-friendly interface,\nall designed to enhance and streamline our customers’ maritime experiences and voyages.\n\n \n\nWe are committed to providing\nour customers with a wide range of technology options, ensuring consistency, top-notch quality, and dependable services. Our diversified\nportfolio of solutions is fully customizable and designed to meet our customers’ individual requirements. We believe that our array\nof competitive advantages positions us to not only maintain but also strengthen our position in the industry. Our competitive strengths\ninclude:\n\n* *\n\n37\n\n \n\n \n\n*Committed and experienced management team*\n\n \n\nSince our establishment,\nour management team has been committed to excellence and focused on supporting the maritime industry towards digital transformation. We\nhave a wealth of experience collectively in the maritime and satellite connectivity space.\n\n \n\nOur Chief Executive Officer\nand Chairman, Mr. Eng Chye Koh, has over 20 years of experience in the satellite technology and maritime industries. He is passionate\nabout facilitating the maritime industry towards digital transformation through technology-led solutions. With his enriched background\nand interest in technology including data-driven insights, Mr. Koh built his first satellite communication company in 2004 and later\nexited in 2018. He is able to leverage his first-hand experience in satellite communication and strengthen the growth of our business.\nHaving gained a wide array of experiences and skills from the technology and maritime industry, he is committed to taking our company\nto great heights with his effective leadership and in-depth knowledge.\n\n \n\nOur Chief Commercial Officer,\nMs. Joanna Hui Cheng Soh, has an impressive track record of sales experience within the satellite communication industry for over 20 years.\nShe has experience in various functions including marketing communications, sales and account management in the maritime sector. With\nan excellent sales track record and industry reference, she has deep expertise in selling to clientele within the shipping industry. With years\nof close interaction with the customers and industry contacts, Ms. Soh’s professional experience and connections allow her to lead\nand strengthen our sales and marketing team to bolster our marketing efforts.\n\n \n\nOur Chief Technology Officer,\nMr. Wei Meng See has over 20 years of experience in marine engineering, navigation, communication and automation systems. He\nis a firm believer in committing oneself to fully understand core issues and developing solutions. With a keen interest in business analytics\nand information sciences, Mr. See supports all technical related functions within our company, helping to grow our software development\nand marine electronics team.\n\n \n\nOur Chief Financial Officer,\nMs. Fui Chu Lo, has extensive experience in providing accounting and financial-related advice to public companies. She also has experience\nin advising companies on their restructuring plans and internal control systems and procedures. She is currently an independent director\ncum chairman of audit committee of a listed company in Singapore Stock Exchange. With her extensive knowledge in finance and accounting\nalongside her experience working with public companies, Ms. Lo is committed to leveraging her knowledge and experience to support the\nfinancial functions of our Company.\n\n \n\nIn January 2026, we appointed\nMr. Yufei Li as an independent director and Mr. Yangan Ou as a director, further strengthening our Board with experience in cross-border\ntrade operations, shipping finance, audit advisory, international shipping, dry bulk trading and vessel management.\n\n* *\n\n*Loyal networks of customers and partners*\n\n \n\nBy leveraging our management\nteam’s deep experience in our industry, we have developed long-term relationships and a broad network of customers and suppliers,\nallowing us to integrate cutting-edge technical developments into satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY.\nOur management team has successfully formed and expanded their professional networks with not only end users and customers, but also regional\ndistribution partners in Asian countries such as Indonesia, Thailand, and Malaysia.\n\n \n\nSince 2019, we have developed\nstable and loyal long-term relationships with our major customers. We believe that our industry expertise and ability to design, develop\nand innovate to meet our customers’ requirements and specifications, and our ability to integrate these solutions has been the key\ndrivers for the customers to continue utilizing our solutions. Looking forward, our stable and loyal relationships within our extensive\nnetwork of customers will help strengthen our brand and reputation, thereby attracting further interests from renowned companies from\ninternational destinations to broaden our customer base.\n\n \n\nWe also benefit from a broad\nnetwork of customers that provides referrals of new customers to us, which helps us to expand our customer base. For instance, we have\nconnections with a few local agents who help market our products and solutions to potential customers in Taiwan and Vietnam. These local\nagents provide first level support and trouble-shooting services to our customers using our products and services. With the help of these\nnetworks, we hope to bring the Company closer to exerting a dominant market position in relation to maritime digital applications in the\nAsian market.\n\n \n\n38\n\n \n\n \n\n*Proven track record in the industry and extensive\nindustry experience*\n\n \n\nWe have been providing maritime\nconnectivity to our customers since 2019 and have accumulated extensive industry experience. Our strong research and development and engineering\ncapabilities enable us to design, develop, customize, and integrate satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY to\nmeet each of our customers’ needs. We also benefit from extensive data accumulated since inception, which are critical in revamping\nour software and algorithms to continuously optimize and improve our solutions.\n\n \n\nIn 2022, we were named by\nThetius, a maritime innovation consultancy company based in the United Kingdom, as one of the 50 most innovative startups and scaleups\nin the maritime industry. We were also one of the 15 finalists for the OCBC (Oversea-Chinese Banking Corporation) Emerging Enterprise\nAward 2022.\n\n \n\nDuring 2025, we achieved\nISO 9001 and ISO 14001 certifications, reflecting our commitment to quality management, operational excellence and environmental responsibility.\nWe also obtained classification approval from a leading international classification society for three proprietary digital solutions,\nincluding our F.R.I.D.A.Y. Planned Maintenance System, which enhances operational efficiency and supports carbon reporting.\n\n \n\nWe believe our achievements\nand strong track record in providing maritime connectivity and digital solutions will facilitate the promotion and demand for our products\nand solutions with both existing and new customers, as well as the expansion of our business. We pride ourselves on developing an all-in-one\nplatform for maritime ships that we believe can handle all the different digital applications and services needed by shipowners, ship\nmanagers and operators, ports and terminals so that our customers only have to interact with one single operating system. Our customers\ncan elect to utilize our V.Suite native applications and FRIDAY ERP system exclusively whereas customers who require a bespoke and customized\ndigital solution can also integrate third-party software onto JARVISS, giving them access to both native and third-party applications\nall in one place. We believe that this housing of multiple, diversified products all on a single platform significantly differentiates\nus from our competitors, whose sole focus is on one aspect of each of the solutions our platform offers. In turn, our unified platform\ncomposed of multiple products enables us to accommodate the different needs of our customers, which we believe gives us a competitive\nedge which could lead to further business opportunities.\n\n* *\n\n*Culture of Growth and Innovation*\n\n \n\nWe believe that our entrepreneurial\nculture of innovation and collaboration is an essential driver of our growth. This entrepreneurial culture of innovation and collaboration\nis deep-rooted and integral to our management team. Our management team brings a breadth of experience from a variety of fields, including\nautomation, IT, connectivity, software development, AI and marine electronics.\n\n \n\nWith our culture of innovation,\nwe have been able to develop and improve JARVISS in four years and we are close to bringing JARVISS to full maturity. Recently, we\nhave launched FRIDAY, a new maritime ERP system with customizable dashboard, intuitive navigation, and real-time data updates. This is\na comprehensive and integrated hybrid software solution (on-cloud and on-premises) specifically designed to streamline and optimize the\noperational processes of ship management, providing real-time visibility into critical data. It serves as a central hub efficiently managing\nand coordinating various aspects such as vessel operations, fleet management, supply chain logistics, financial transactions, crewing,\nand maintenance.\n\n \n\nIn addition, professional\ndevelopment and training are key components of our culture and in developing our talent. We have half-yearly equipment and software upgrade\ncourses available to our employees and we occasionally send our engineers to attend workshops at external sites for their continuing professional\ndevelopment. This on-the job training provides us with an additional talent pipeline for research and development specialists who can\ncontinue to drive our growth.\n\n** **\n\n**Our Growth Strategies**\n\n \n\nWe plan to expand our business\nand strengthen our market position in the maritime industry by implementing the following business strategies and future plans.\n\n* *\n\n*Broaden and enhance our current solution offerings*\n\n \n\nWe will continue to enhance\nand broaden our maritime connectivity and digital solutions offerings by developing and integrating new functionalities and features to\naddress and fulfil our customers’ navigation needs at the sea. We believe that advancing our technologies using our research and\ndevelopment capabilities and engineering expertise are vital in maintaining our long-term competitiveness and driving our business growth.\nContinued development of our technological capabilities in areas such as satellite communications, connectivity, data analytics, AI analytics,\nwill improve our user experience and engagement. Ongoing updates to our satellite communication and software technologies will provide\nan enhanced user experience in V.Suite and FRIDAY by ensuring higher video quality, lower latency, faster transmission speed and\nbetter transmission stability under various network conditions. In addition, improvements to our technology capabilities will bring us\ncloser to fully transforming of JARVISS into a truly unified digital platform, which serves as a one-stop shop for our customers for a\ncomprehensive user experience. We will also scale up and enhance our network and satellite infrastructure as the amount of data generated\nand stored by JARVISS continues to grow. The combination of the aforementioned efforts will help us retain existing customers, attract\nnew customers, increase user engagement, and provide a better overall user experience.\n\n* *\n\n39\n\n \n\n \n\n*Increase our geographical presence*\n\n \n\nWe believe there is significant\nneed for digital solutions such as JARVISS on a global basis and, accordingly, opportunity for us to grow our business through international\nexpansion. We are expanding our global footprint and intend to establish a presence in additional markets in Asia and the Middle East.\nWe also view Asia Pacific as a key growth engine, supported by demand and digitalization momentum in Taiwan, Singapore, Japan and Korea,\nand we are preparing to expand our market presence in North Asia, supported by a pipeline of projects extending over the next two years.\n\n* *\n\n*Pursue mergers and acquisitions*\n\n \n\nWe may acquire small businesses\ncomplementary to our own in Southeast Asia in the near future to enhance our software and technology capabilities. We intend to pursue\ntargeted acquisitions that further complement our solution portfolio or provide us access to new markets. We will carefully evaluate acquisition\nopportunities to assess whether they will be compatible within our business model and whether they will assist us with achieving our strategic\nobjectives. We believe that through our informed and selective acquisition strategy, we will be able to effectively integrate targeted\ncompanies or assets into our offerings and grow our business successfully.\n\n* *\n\n*Adapt to digitalization and changing market\nconditions*\n\n \n\nWe believe that the maritime\nindustry is still in its infancy with respect to digital transformation. With the advent of new technologies and as the maritime industry\ngradually moves towards digitalization to respond to the rising demand, we believe that this presents a huge opportunity for us. We believe\nthat if we continue to adapt to digitalization and changing market conditions arising from increased global dependency on technological\nsolutions, there will be significant opportunities for us to expand our penetration into multiple aspects within the maritime industry,\nproviding a unified platform offering our customers a more seamless and consistent experience. This will allow us to quickly and easily\naddress every aspect of the customer experience on one unified platform (i.e., JARVISS) instead of asking our customers to navigate across\ndifferent platforms for different services by third parties.\n\n* *\n\n*Broaden our partner ecosystem by forming strategic\nalliances*\n\n \n\nTo facilitate our organic\ngrowth, we will continue to selectively pursue strategic alliances that can strengthen our technological capabilities, and broaden our\ncustomer base and solution offerings, as well as our partner ecosystem generally. We have a large and expanding network of partnerships\nthat consists of third-party solution partners and third-party satellite providers who offer complementary capabilities as well as third-party\ntechnicians who provide installation of maritime equipment and other related services to our customers. These partners help us grow our\nbusiness more efficiently by enhancing our sales force through co-marketing efforts and improving our profile and scale to service our\ncustomers. We intend to expand our network of partners who are able to drive meaningful collaborations and bring our solutions to new\nmarkets. We have also continued to expand our collaborative ecosystem through new partnerships and deployments in various maritime hubs,\nincluding partnerships designed to integrate AI-assisted navigation capabilities into V.Sight and enhance safety and operational efficiency.\nWe will continue to seek out potential strategic alliances that are complementary to and have synergies with our current business and\nthat will help us attract and retain customers. By expanding our partner ecosystem, we will continue to grow our business and further\nprovide value to our customers by offering them more diverse and improved solutions.\n\n** **\n\n**Our Customers**\n\n \n\nOur customers consist of\ncertain renowned international brands, governmental department, as well as small and medium size enterprises (“SMEs”) that\nare mostly based in Southeast Asia. The majority of our customers are ship managers of container vessels, offshore companies and marine\ntransportation businesses which utilize our solutions to navigate the sea. Our customer base also includes shipping companies and maritime\nfleet providers. Included in our customer base are also our regional distribution partners in Asian countries such as Indonesia, Thailand,\nand Malaysia.\n\n \n\n40\n\n \n\n \n\nIn May 2025, we announced\na strategic collaboration with Deckhouse Communications, to deliver digital solutions to Turkish ship owners, managers, and maritime customers.\n\n \n\nFor the years ended March\n31, 2026, 2025 and 2024, our top five customers collectively contributed approximately 56.7 %, 44.0% and 34.1% of the total revenue of\nour company, respectively.\n\n \n\nFor the years ended March\n31, 2026, 2025 and 2024, we have entered into several agreements with some of our top five customers for the provision of a wide range\nof services, including but not limited to, the supply and installation of equipment, provision of technology applications, project management,\nprovision of satellite network and the provision of network troubleshooting and IT support maintenance services. Some of these agreements\nare master/framework agreements that either have a minimum commitment period of 12 months or last for an indefinite term until termination\nby the parties, whereby individual purchase orders are made by the customers depending on the actual services required. Depending on the\nservices required by the customers, the services are charged either on a “one-time” or periodic basis depending on the nature\nof the services involved. For example, monthly fees are payable for the subscription of certain technology application, and “one-time”\nfees are payable for the installation of equipment, such as switches and antennas etc. Other agreements are standalone contracts with\neither a minimum commitment period of one to 36 months or a fixed term ranging from 12 months (with an option to renew for another 12\nmonths) to 36 months. These are also charged on either a monthly or “one-time” basis depending on the nature of services involved.\nWe do not have any agreements with two of our top five customers for the years ended March 31, 2026, and one of our top five customers\nfor the years ended March 31, 2025 and 2024. Instead, these customers placed purchase orders based on the specifications and requirements\nof the specific project with us.\n\n \n\nWe derived approximately\n$470,953 representing approximately 3.2%, $0.7 million representing approximately 6.4%, and $1.2 million representing approximately 14.1%,\nof our total revenue from our distributors for the years ended March 31, 2026, 2025 and 2024, respectively, and the rest of our revenue\nfor the years ended March 31, 2026, 2025 and 2024 were derived from end customers. Save for transactions in the ordinary and usual course\nof business, we do not have relationships with distributors that comprise a material portion of our revenue.\n\n** **\n\n**Our Suppliers**\n\n \n\nOur suppliers are mainly\nIT hardware/software distributors and satellite operators. As a business that relies on cloud infrastructure and satellite communications\nto run our solutions, we have built a close relationship with our suppliers in order to ensure stability of satellite communications and\ncloud services.\n\n \n\nFor the years ended March\n31, 2026, 2025 and 2024, our top five suppliers accounted for approximately 46.5%, 50.1% and 49.8% of the total cost of sales, respectively,\nof our company.\n\n \n\nFor the years ended March\n31, 2026, 2025 and 2024, we have entered into several agreements with some of our top five suppliers for the provision of a wide range\nof services, including but not limited to the provision of satellite network, airtime services, equipment leasing and equipment installation.\nWe are not dependent on any one of the top five suppliers and we are capable of finding alternative suppliers. Some of these agreements\nare standalone contracts that have a minimum commitment period ranging from 4 months (with an automatic monthly renewal mechanism) to\n36 months or a fixed initial term of 12 months with an option to renew on a year-by-year basis. Other agreements are master/framework\nagreements, whereby individual purchase orders are made depending on the actual services required and these services are paid either on\na “one-time” or periodic basis depending on the nature of the services involved. For example, monthly fees are payable for\nthe subscription of network services, such as satellite network or airtime, and “one-time” fees are payable for the purchase\nand installation of satellite network equipment, such as antennas and routers. We do not have any agreements with three of our top five\nsuppliers for the years ended March 31, 2026, and one of our top five suppliers for the years ended March 31, 2025 and 2024. After obtaining\nquotations from these suppliers, we placed purchase orders for products or services according to the needs of our customers; therefore,\nwe did not enter into long term agreements with these supplier.\n\n** **\n\n**Sales and Marketing**\n\n \n\nThe focus of our sales and\nmarketing efforts is to strengthen our brand recognition as a leading provider of maritime connectivity and digital solutions. To expand\nour partner ecosystem to connect with enterprises and other potential partners, we are committed to promoting our solutions to target\ncustomers through a variety of channels. One of such channels is working with our regional distribution partners in Asian countries such\nas Indonesia, Thailand, and Malaysia with whom we signed distributor agreements to promote our brand.\n\n \n\n41\n\n \n\n \n\nWe benefit from a network\nof customers and agents in our partner ecosystem that generally have a strong willingness to refer their own customers and partnering\ninstitutions to us as this also benefits their own businesses by having cross referrals of customers. We have built solid business relationships\nwith a few local agents in Taiwan and Vietnam who help market our products and solutions to potential customers in Southeast Asia. Through\ntheir referrals, we are able to expand our customer base and address these referrals’ needs for maritime connectivity and digital\nsolutions. This allows our business to grow while controlling customer acquisition costs.\n\n \n\nWe also generate interest\nand acquire new customers by placing paid advertisements in magazines, social media and other selected platforms such as LinkedIn. Furthermore,\nour sales and marketing team is regularly reaching out via cold calls to targeted potential clients and nurturing our list of prospective\nclients with our maritime connectivity and digital solutions that align with their interest, with an aim to bring us the opportunity to\nconverse with such prospective clients regarding our offerings.\n\n** **\n\n**Research and Development**\n\n \n\nAs part of the development\nof our solutions, we review our projects with clients who utilize our satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY\nregularly and modify our equipment and technologies based on experience and feedback from completed projects. We are also committed to\nresearching and developing technologies in order to understand the needs of ship owners and ship managers, and enhance the effectiveness\nof our solutions for our customers.\n\n \n\nOur technology development\npersonnel have extensive experience with the maritime industry, digital technologies, navigation and automation systems, and focus on\nthe following that support our long-term business growth:\n\n \n\n \n●\nMaintaining and strengthening all of our digital transformation platform and application system, including but not limited to satellite connectivity solutions, shipboard infrastructure and cloud technology;\n\n \n\n \n●\nEnsuring our technology system is well established, reviewed, tested and continuously strengthened; and\n\n \n\n \n●\nOrganizing and participating in industry seminars, exploring relevant cutting-edge technologies.\n\n \n\nTo complement the existing\ntechnology in our satellite connectivity solutions, JARVISS, V.Suite, and FRIDAY and to supplement the expertise of our team, we\nare also looking to collaborate with third-party institutions with an aim to strengthen our research on multi satellite orbit electronic\nsteering antenna and ERP operating system. We expect such research collaboration will enable deep knowledge exchange between the third-party\ninstitutions and our engineers, and we will continue to develop and enhance the connectivity and capabilities of our satellite connectivity\nsolutions, JARVISS, V.Suite, and FRIDAY over time.\n\n** **\n\n**Intellectual Property**\n\n \n\nWe regard our intellectual\nproperty as critical to our success. We currently rely on confidentiality, and non-disclosure agreements with our employees and others\nto protect our proprietary rights. We are in the process of applying for a trademark for “JARVISS” (i) under the international\nregistration governed exclusively by the Madrid Protocol covering jurisdictions including Malaysia, Thailand, Vietnam, the Philippines,\nIndonesia, China, Japan, European Union Intellectual Property Office (EUIPO), United Kingdom and Brunei, (ii) in Hong Kong, and (iii)\nin Taiwan. As of the date of this report, we have successfully registered the trademark for “JARVISS” with European Union\nIntellectual Property Office (EUIPO), United Kingdom, Brunei, Taiwan, Japan, Indonesia, Singapore and the Philippines. Apart from the\nforegoing applications, the Company currently has no other registered intellectual property rights.\n\n \n\nDespite our efforts to protect\nourselves from infringement or misappropriation of our intellectual property rights, unauthorized parties may attempt to copy or otherwise\nobtain and use our intellectual property in violation of our rights. In the event of a successful claim of infringement against us, or\nour failure or inability to develop non-infringing intellectual property or license the infringed or similar intellectual property on\na timely basis, our business could be harmed.\n\n** **\n\n42\n\n \n\n \n\n**Data Security and Protection**\n\n \n\nWe are committed to protecting\nthe user data that we collect, process, store and use on a daily basis. Keeping confidential data and sensitive information safe is integral\nto maintaining the trust from our customers. We have implemented enhanced data encryption measures to ensure secured transmission of data,\nencrypt confidential personal information for storage and apply encryption methodology based on the level of risk. In addition, we have\nestablished and put in place stringent internal rules and policies on data security and protection to prevent any unauthorized access\nor use of our user data. All our employees are required to strictly follow our internal rules and policies to ensure our user data is\nprotected. We limit the types of personal information that our employees and solutions are allowed to collect to only those strictly necessary\nfor conducting our operations.\n\n \n\nFurthermore, we provide regular\ntraining and awareness programs to educate employees on the importance of data security and protection, and their responsibilities in\nrelation to information management. Only authorized individuals who require the information to fulfil their job responsibilities have\naccess to the relevant information and systems.\n\n** **\n\n**Seasonality**\n\n \n\nWe experience seasonality\nin our business, reflecting a combination of seasonal fluctuations in voyages and the use of ships and vessels. For example, we generally\nexperience less marine traffic during October to January each year due to the cold weather in fall and winter. However, we mitigate the\neffects of this seasonality through our recurring revenue streams. Indeed, our monthly recurring income for the year ended March 31, 2026,\n2025 and 2024 were approximately 44.6%, 51.2% and 47.2% of our total revenue. Overall, the historical seasonality of our business has\nbeen relatively mild due to the rapid growth of our recurring revenue sources. Due to our relatively short operating history, the seasonal\ntrends that we have experienced in the past may not apply to, or be indicative of, our future operating results.\n\n** **\n\n**Competition**\n\n \n\nDue to our unique business\noffering, we have not encountered any direct competitors as there is no one company that operates and provides both of our business segments\n(i.e., “satellite connectivity solution” and “digitalization and other solutions”). However, we face different\ncompetitors in each of our business segments. Our main competitors are Navarino, Marlink and Inmarsat for satellite connectivity solution;\nand Alpha Ori, Zero North and Storm Geo for the ‘digitalization’ segment under ‘digitalization and other solutions’,\nas well as Navarino, Radio Holland, and DNV for the ‘other solutions’ segment under ‘digitalization and other solutions’.\n\n \n\nDespite our unique competitive\nposition, we still hold a relatively small market share of the global maritime market. Further, while the digital space within the maritime\nindustry remains relatively novel, a handful of our competitors that are more well-established players than us are also entering the digital\nspace. With a longer history and a more established brand name, our competitors are able to achieve better brand recognition than us.\nMoreover, our current and future competitors vary in size and in the breadth and scope of the products and services they offer. They may\nhave longer operating histories or have greater available financial, technical, sales, marketing and other resources than we do. Future\ncompetitors such as venture backed startups that are purely software focused may be able to benefit from more capital being injected into\nthe research and development of their products as well as business development efforts.\n\n \n\nWe believe the market outlook\nfor maritime connectivity and digital solutions remains attractive, with independent research forecasting industry growth at a compounded\nannual growth rate of 5.6% through 2028, driven by accelerating digitalization, increasing vessel numbers, and rising demand for automation\nand sustainability.\n\n \n\nWe believe the principal\ncompetitive factors in our market include, but are not limited to:\n\n \n\n \n●\nbreadth and depth of integrated solutions and value-added services;\n\n \n\n \n●\nexpertise and experience in the maritime and satellite communication industries;\n\n \n\n \n●\nbrand recognition and reputation;\n\n \n\n \n●\nmodern technology and user experience;\n\n \n\n \n●\nintegration with a wide variety of third-party applications and systems; and\n\n \n\n \n●\nquality of implementation of customer service.\n\n \n\nOur ability to remain competitive\nin our market will depend to a great extent upon our ongoing performance in these areas.\n\n** **\n\n43\n\n \n\n \n\n**Insurance**\n\n \n\nWe maintain public liability\ninsurance against injuries, death, or losses due to fire and water leakage, as well as insurance as required by the Ministry of Manpower\nSingapore in relation to work injury compensation.\n\n \n\nIn addition, we have purchased\ndirectors and officers (D&O) liability insurance, covering the period from April 10, 2025 to April 9, 2027. This insurance provides\ncoverage for claims made against our directors, officers and certain employees arising from alleged wrongful acts in their official capacities.\nIt also includes reimbursements to the Company when we are required or permitted to indemnify those individuals, as well as coverage for\nreasonable expenses incurred in preparing self-reports or responding to regulatory inquiries.\n\n \n\nSave for the above, we do\nnot maintain any other liability insurance coverage.\n\n** **\n\n**Regulations**\n\n \n\nMaritime regulations that\nrequire or encourage enhanced safety, environmental compliance, connectivity, monitoring or digitalization may affect demand for our services\nand offerings. Stricter requirements adopted by international organizations, individual countries, charterers or other regulatory authorities\nmay require customers to install new equipment or implement operational changes, which may create business opportunities for us, although\nincreased compliance and vessel maintenance costs may also affect customers’ ability to subscribe to our services and solutions.\n\n \n\nThis section sets forth a\nsummary of the material laws and regulations that affect the Company’s business and operations in Singapore. Information contained\nin this section should not be construed as a comprehensive summary nor detailed analysis of laws and regulations applicable to the business\nand operations of the Company. This overview is provided as general information only and not intended to be a substitute for professional\nadvice. You should consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations.\n\n* *\n\n*Workplace Safety and Health Act*\n\n \n\nThe Workplace Safety and\nHealth Act 2006 of Singapore (the “WSHA”) is the principal legislation governing the safety, health and welfare of persons\nat work in workplaces. Among other things, the WSHA imposes a duty on every employer and every principal (which would include us) to take,\nso far as is reasonably practicable, such measures as are necessary to ensure the safety and health of its employees, and any contractor,\nany direct or indirect subcontractor, and any employee employed by such contractor or subcontractor, when at work.\n\n \n\nThe general penalties for\nnon-compliance with the WSHA include the imposition of fines up to the amount of S$500,000 in the case of a body corporate. Further or\nother penalties may apply in the case of repeat offences or specific offences under the WSHA or its subsidiary legislation.\n\n* *\n\n*Work Injury Compensation Act*\n\n \n\nWork injury compensation\nis governed by the Work Injury Compensation Act 2019 (“WICA”) and is regulated by the MOM. The WICA applies to any\nperson who has entered into or works under a contract of service or apprenticeship with an employer, subject to certain prescribed exclusions\nin respect of injuries suffered by them arising out of and in the course of their employment and sets out, amongst others, the amount\nof compensation they are entitled to and the methods of calculating such compensation. The WICA provides, subject to certain prescribed\nexceptions, that if in any employment, personal injury by accident arising out of and in the course of the employment is caused to an\nemployee, his employer shall be liable to pay compensation in accordance with the provisions of the WICA. The amount of compensation\nshall be computed in accordance with the First Schedule of the WICA, subject to a maximum and minimum limit, considering factors such\nas the severity and permanence of the personal injury suffered.\n\n \n\nFurther, the WICA provides\nthat where any person (referred to as the principal) in the course of or for the purpose of his trade or business contracts with any other\nperson (referred to as the employer) for the execution by the employer of the whole or any part of any work, or for the supply of labor\nto carry out any work, undertaken by the principal, the principal shall be liable to pay to any employee employed in the execution of\nthe work any compensation which he would have been liable to pay if that employee had been immediately employed by the principal.\n\n \n\nEvery employer is required\nto maintain work injury compensation insurance for all employees doing manual work and all employees earning less than S$2,600 per month.\nFailure to do so is an offence carrying a fine of up to S$10,000 and/or imprisonment of up to 12 months. Under the Work Injury Compensation\nInsurance Regulations 2020 (“WICIR”), every employer entering into a contract of insurance in accordance with the requirements\nof WICA shall be issued, by the insurer with whom he contracts, with a certificate of insurance which shall contain certain prescribed\nparticulars. The WICIR further provides that such employer shall display a copy of the certificate of insurance at each place of business\nat which he employs any employee whose claims may be the subject of indemnity under the policy of insurance to which that certificate\nrelates.\n\n \n\n44\n\n \n\n \n\n*Employment Act*\n\n \n\nThe Employment Act 1968\nof Singapore, or the Singapore EA, sets out the basic terms and conditions of employment and the rights and responsibilities of employers\nas well as employees. With effect from April 1, 2019, the Singapore EA extends to all employees, including persons employed in managerial\nor executive positions, with certain exceptions.\n\n \n\nThe Singapore EA prescribes\ncertain minimum conditions of service that employers are required to provide to their employees, including (i) minimum days\nof statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal; (iv) provision\nof key employment terms in writing; and (v) statutory maternity leave and childcare leave benefits. In addition, certain statutory\nprotections relating to overtime and hours of work are prescribed under the Singapore EA, but only apply to limited categories of\nemployees, such as an employee (other than a workman) who receives a salary of up to S$2,600 a month (“relevant employee”).\nSection 38(8) of the Singapore EA provides that a relevant employee is not allowed to work for more than 12 hours in any\none day except in specified circumstances, such as where the work is essential to the life of the community, defense or security.\nIn addition, section 38(5) of the Singapore EA limits the extent of overtime work that a relevant employee can perform, to 72 hours\na month.\n\n \n\nOther employment-related\nbenefits which are prescribed by law include (i) contributions to be made by an employer to the Central Provident Fund, under the\nCentral Provident Fund Act 1953 of Singapore in respect of each employee who is a citizen or permanent resident of Singapore; (ii) the\nprovision of statutory maternity, paternity, childcare, adoption, unpaid infant care and shared parental leave benefits (in each case\nsubject to the fulfilment of certain eligibility criteria) under the Child Development Co-savings Act 2001 of Singapore; (iii) statutory\nprotections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee who attains the\nprescribed minimum retirement age, under the Retirement and Re-employment Act 1993 of Singapore; and (iv) statutory requirements\nrelating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act 2019 of Singapore and\nthe Workplace Safety and Health Act 2006 of Singapore, respectively.\n\n* *\n\n*Employment of Foreign Manpower Act*\n\n \n\nThe employment of foreign\nemployees in Singapore is governed by the Employment of Foreign Manpower Act 1990 of Singapore (the “EFMA”) and is regulated\nby the MOM. The EFMA prescribes the responsibilities and obligations of employers of foreign employees in Singapore.\n\n \n\nThe EFMA provides that no\nperson shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the MOM in accordance with the\nEmployment of Foreign Manpower (Work Passes) Regulations 2012, which allows the foreign employee to work for him. Any person who fails\nto comply with or contravenes this provision of the EFMA is guilty of an offense and will: (a) be liable on conviction for a fine not\nless than S$5,000 and not more than S$30,000 or imprisonment for a term not exceeding 12 months or both; and (b) on a second or subsequent\nconviction: (i) in the case of an individual, be liable for a fine of not less than S$10,000 and not more than S$30,000 and imprisonment\nfor a term of not less than one month and not more than 12 months; or (ii) in any other case, be punished with a fine of not less than\nS$20,000 and not more than S$60,000.\n\n \n\nIn Singapore, the work pass\nto be issued to a foreigner is contingent on, among other things, the type of work and salary being received by the foreigner in question.\nForeign professionals, managers and executives earning a fixed monthly salary of at least S$4,500 with acceptable qualifications (such\nas a good university degree, professional qualifications or specialist skills) may apply for an employment pass, whereas older and more\nexperienced candidates will need higher salaries. Mid-level skilled staff earning a fixed monthly salary of at least S$2,500 who possess\na degree, diploma or technical certificate and have the relevant work experience may apply for an S-pass; and semi-skilled foreign workers\nfrom approved source countries working in, among others, the manufacturing sector may apply for a work permit.\n\n \n\n45\n\n \n\n  \n\nFurther, under the Employment\nof Foreign Manpower (Work Passes) Regulations 2012, an employer is required to purchase and maintain medical insurance with coverage of\nat least S$15,000 per 12-month period of a foreign workers’ employment (or for such shorter period where the foreign workers’\nperiod of employment is less than 12 months) for the foreign workers’ in-patient care and day surgery except as the Controller of\nWork Passes may otherwise provide by notification in writing.\n\n \n\nIn addition, the employment\nof foreign workers is also subject to sector-specific rules regulated by the MOM through the following policy instruments: (a) business\nactivity; (b) approved source countries; (c) the imposition of security bonds and levies; and (d) quota (or dependency ratio ceilings)\nbased on the ratio of local to foreign workers.\n\n* *\n\n*Central Provident Fund Act*\n\n \n\nThe Central Provident Fund\n(“CPF”) system is a mandatory social security savings scheme funded by contributions from employers and employees. Pursuant\nto the Central Provident Fund Act 1953 of Singapore (“CPFA”), an employer is obliged to make CPF contributions for all employees\nwho are Singapore citizens or permanent residents who are employed in Singapore by an employer (save for employees who are employed as\na master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners). CPF contributions are not applicable\nfor foreigners who hold employment passes, S passes or work permits. CPF contributions are required for both ordinary wages and additional\nwages (subject to an ordinary wage ceiling and a yearly additional wage ceiling) of employees at the applicable prescribed rates which\nis dependent on, among other things, the amount of monthly wages and the age of the employee. An employer must pay both the employer’s\nand employee’s share of the monthly CPF contribution. However, an employer can recover the employee’s share of CPF contributions\nby deducting it from their wages when the contributions are paid for that month.\n\n \n\nWhere the amount of the contributions\nwhich an employer is liable to pay under the CPFA in respect of any month is not paid within such period as may be prescribed, the employer\nshall be liable for the payment of interest on the amount for every day the amount remains unpaid commencing from the first day of the\nmonth succeeding the month in respect of which the amount is payable and the interest shall be calculated at the rate of 1.5% per month\nor the sum of S$5, whichever is greater. Where any employer who has recovered any amount from the monthly wages of an employee in accordance\nwith the CPFA fails to pay the contributions to the CPF within such time as may be prescribed, he will be guilty of an offense and will\nbe liable on conviction for a fine not exceeding S$10,000 or imprisonment for a term not exceeding seven years or both. Where a person\nfails to pay the contributions to the CPF within such time as may be prescribed which the person is liable under the CPFA to pay in respect\nof or on behalf of any employee in any month, he will be guilty of an offense and will be liable to a fine of not less than S$1,000 and\nnot more than $5,000 or to imprisonment for a term not exceeding 6 months or to both and if that person is a repeat offender in relation\nto the same offence, to a fine of not less than $2,000 and not more than $10,000 or to imprisonment for a term not exceeding 12 months\nor to both. Where an offense has been committed under the CPFA but there are no penalties provided, the offender may be liable for a fine\nnot exceeding S$5,000 or imprisonment for a term not exceeding six months or both, and where the offense is repeated by the same offender,\nthe offender may be liable for a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months or both.\n\n* *\n\n*The Income Tax Act 1947 of Singapore*\n\n \n\nThe Income Tax Act 1947 of\nSingapore (the “ITA”) is the main legislation that governs the taxation of income in Singapore. The ITA was first enacted\nin 1947 and has been amended several times since then to keep up with changes in the tax system and economic landscape. Under the ITA,\nindividuals, companies, and other entities are subject to tax on their income earned in Singapore. The ITA sets out the rules for determining\ntaxable income, allowable deductions, and tax rates for different types of income.\n\n \n\nThe ITA is administered by\nthe Inland Revenue Authority of Singapore (the “IRAS”), which is responsible for assessing and collecting taxes in Singapore.\nThe ITA is regularly updated to reflect changes in the tax system and ensure that it remains relevant to the needs of taxpayers and the\neconomy.\n\n \n\nSome key provisions of the\nITA include (i) Tax residency: The ITA defines the criteria for determining an individual or company’s tax residency status in Singapore,\nwhich determines the amount of tax they are liable to pay; (ii) Taxable income: The ITA sets out the rules for determining what constitutes\ntaxable income, including employment income, business profits, rental income, and capital gains; (iii) Deductions and allowances: The\nITA allows for certain deductions and allowances to be claimed to reduce the amount of taxable income, such as expenses related to employment\nor business operations; (iv) Tax rates: The ITA sets out the tax rates for different types of income and tax residency statuses; and (v)\nFiling and payment: The ITA requires individuals and companies to file tax returns and make tax payments by specific deadlines.\n\n \n\n46\n\n \n\n  \n\nFailure to paying income\ntax or failing to file tax returns can result in penalties and legal consequences. The penalties can vary depending on the severity of\nthe offense and whether it was a first-time or repeat offense. Some of the penalties that can be imposed for not paying income tax include\n(i) Late payment penalty, where if you do not pay your income tax by the due date, you will be charged a late payment penalty of 5% of\nthe outstanding tax amount. This penalty will continue to accrue until the tax is fully paid; (ii) Late filing penalty, where if you fail\nto file your tax return by the due date, you will be charged a late filing penalty of up to $1,000. The penalty amount may be higher if\nthe tax return is filed later; (iii) Prosecution, where if you intentionally fail to pay income tax, you may be prosecuted under the ITA.\nThis can result in fines, imprisonment, or both; and (iv) Additional tax and interest, where if the IRAS discovers that you have underreported\nyour income, you may be required to pay additional tax and interest on the underreported amount. However, if you are having difficulty\npaying your taxes, you may be able to seek assistance and work out a payment plan with the IRAS to avoid penalties and legal consequences.\n\n* *\n\n*Personal Data Protection Act 2012*\n\n \n\nThe Personal Data Protection\nAct 2012 of Singapore (“PDPA”) establishes the baseline regime for the protection of personal data in Singapore. The\nPDPA applies to all organizations that collect, use, disclose, and/or process personal data. The PDPA is administered and enforced by\nthe Personal Data Protection Commission (“PDPC”). In this regard, “personal data” as defined under the PDPA refers\nto data, whether true or not, about an individual who can be identified from that data or other information to which the organization\nhas or is likely to have access to.\n\n \n\nAn organization is required\nto comply with, amongst other things, the data protection obligations prescribed by the PDPA, which may be summarized as follows:\n\n \n\n \n●\n*Consent obligation* — the consent of individuals must be obtained before collecting, using, disclosing and/or processing their personal data, unless an exception applies. Additionally, an organization must allow the withdrawal of consent by an individual which has been given or is deemed to have been given;\n\n \n\n \n●\n*Purpose limitation obligation* — personal data must be collected, used, disclosed, and/or processed only for purposes that a reasonable person would consider appropriate in the circumstances, and if applicable, have been notified to the individual concerned;\n\n \n\n \n●\n*Notification obligation* — individuals must be notified of the purposes for the collection, use, disclosure, and/or processing of their personal data, prior to such collection, use, disclosure, and/or processing;\n\n \n\n \n●\n*Access and correction obligations* — when requested by an individual and unless an exception applies, an organization must: (i) provide that individual with access to his personal data in the possession or under the control of the organization and information about the ways in which his personal data may have been used or disclosed during the past year, and/or (ii) correct an error or omission in his personal data that is in the possession or under the control of the organization;\n\n \n\n \n●\n*Accuracy obligation* — an organization must make reasonable efforts to ensure that personal data collected by or on its behalf is accurate and complete if such data is likely to be used by the organization to make a decision affecting the individual to whom the personal data relates or if such data is likely to be disclosed to another organization;\n\n \n\n \n●\n*Protection obligation* — an organization must implement reasonable security arrangements to protect personal data in its possession or under its control from (i) unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks, and (ii) the loss of any storage medium or device on which personal data is stored;\n\n \n\n \n●\n*Retention limitation obligation* — an organization must anonymize or must not keep personal data for longer than it is necessary to fulfill; (i) the purposes for which it was collected, or (ii) a legal or business purpose;\n\n \n\n47\n\n \n\n  \n\n \n●\n*Transfer limitation obligation* — personal data must not be transferred out of Singapore except in accordance with the requirements prescribed under the PDPA. In this regard, an organization must ensure that the recipient of the personal data in that country outside Singapore is bound by legally enforceable obligations to provide the transferred personal data a standard of protection that is at least comparable to the protection under the PDPA;\n\n* *\n\n \n*●*\n*Accountability obligation* — an organization must implement the necessary policies and procedures in order to meet its obligations under the PDPA, communicate and inform their staff about these policies and procedures, as well as make information of such policies and procedures available on request. In addition, an organization must develop a process to receive and respond to data-related complaints, and must designate at least one individual as the data protection officer to oversee the organization’s compliance with the PDPA;\n\n \n\n \n●\n*Data breach notification obligation* — an organization must notify the PDPC and/or the affected individuals if it has suffered a data breach that meets the notification thresholds prescribed under the PDPA (i.e., the data breach is or is likely to be of significant scale, or has caused or is likely to cause significant harm to the affected individuals). The organization is expected to expeditiously assess the severity of the breach, and the timeline to notify the PDPC is 3 calendar days of the organization assessing that a notification threshold has been met; and\n\n \n\n \n●\n*Data portability obligation* — the data portability obligation (which is not yet in force as at the date of this report) grants individuals with an existing direct relationship with an organization the right to request for a copy of their personal data to be transmitted in a commonly used machine-readable format to another organization which has a business presence in Singapore. The exact scope and applicability of this right will be delineated by the relevant regulations and guidelines to be published by the PDPC.\n\n \n\nThe maximum financial penalty\nthat can be imposed on organizations is S$1 million, or 10% of the organization’s annual turnover in Singapore, whichever is\nhigher. The severity of the penalties will be assessed based on, amongst other things, the amount of personal data involved, and the degree\nof harm caused to individuals.\n\n* *\n\n*Customs Act*\n\n \n\nGoods exported from Singapore\nare regulated under the Customs Act 1960 of Singapore (the “Customs Act”). To export goods from Singapore, the exporter\nis required to declare the goods to Singapore Customs, a department under the Ministry of Finance, which is the lead agency for trade\nfacilitation and revenue enforcement. The Singapore Goods and Services Tax (the “GST”) is not levied on goods exported from\nSingapore. A Customs export permit is required for, among other things, the export of locally manufactured goods or local GST paid goods,\nthe export of goods from free trade zones, dutiable goods from licensed warehouses and non-dutiable goods from a zero-rated warehouse.\nThe exporter will be the party that issues the commercial invoice to his overseas customer. Exporters who intend to engage in import and/or\nexport activities in Singapore or appoint a declaring agent to apply for Customs import, export and transshipment permits or certificates\nwill need to activate their Customs Account with Singapore Customs, further to which a declaring agent may be appointed to apply for Customs\npermits on their behalf. Declaring agents have to be registered with Singapore Customs. Exporters may be penalized if they do not comply\nwith the requirements and conditions imposed under the Customs Act. Making an incorrect declaration or failing to make a declaration of\ngoods imported into, exported from or transshipped in Singapore will result in being liable on conviction for a fine not exceeding S$10,000,\nor the equivalent of the amount of the customs duty, excise duty or GST payable, whichever is the greater amount, or imprisonment for\na term not exceeding 12 months, or both.\n\n* *\n\n*Unfair Contract Terms Act and Sale of Goods\nAct*\n\n \n\nThe Unfair Contract Terms\nAct 1977 of Singapore, or the UCTA, provides that exclusion clauses in standard terms of business or where one of the contracting parties\nis a consumer are subject to a condition of “reasonableness.” Also, when a business deals with a consumer, the business cannot\nrender contractual performance substantially different from what was reasonably expected of it, or render no performance at all in respect\nof the whole or part of any contractual obligation. The Sale of Goods Act 1979 of Singapore, or the SOGA, regulates the sale of goods\nin Singapore. The SOGA implies certain terms into contracts of sale of goods, which include implied conditions that the seller has or\nwill have the right to sell the goods and that goods supplied are of satisfactory quality. The SOGA also provides that where a seller\nwrongfully neglects or refuses to deliver goods, the buyer may sue for non-delivery. The damages available are the estimated loss directly\nand naturally resulting from the seller’s breach of contract in the ordinary course of events. Rights, liabilities and implied conditions\narising under a contract of sale pursuant to SOGA may be excluded or varied by contract, subject to the requirements of the UCTA.\n\n \n\n48\n\n \n\n  \n\n**4.C. Organizational Structure**\n\n \n\nSee “*Item 4.A. History\nand Development of the Company—Corporate Structure*” above for details of our current organizational structure.\n\n \n\n**4.D. Property and Equipment**\n\n \n\nOur principal executive office\nand warehouse are located in Singapore. These facilities currently accommodate our management headquarters, as well as most of our product\ndevelopment and storage, sales and marketing, and general administrative activities. We also maintain certain facilities in Malaysia to\nhouse our IT contractors. We lease all of the facilities that we currently occupy.\n\n \n\nWe have entered into a lease\nagreement for our principal office situated at 161 Kallang Way, #07-01 and #07-08, Singapore 349247, for a period of three years from\nSeptember 15, 2025 to September 14, 2028.\n\n \n\nWe previously leased warehouse\nspace at Kampong Ubi Industrial Estate #01-68, 3025A Ubi Road, Singapore 408654. That lease, which was for a period of 12 months\nfrom March 1, 2025 to February 28, 2026, has expired and has not been renewed.\n\n \n\nWe also previously leased\noffice and dormitory space at 61 Jalan Damai, Taman Sri Setia, 80300 Johor Bahru, Johor, Malaysia, for a period of 24 months from\nMarch 1, 2024 to February 28, 2026, to house our IT contractors. That lease has expired and has not been renewed.\n\n \n\nWe have entered into a tenancy\nagreement for office and dormitory space situated at 24 Jalan Wisata, Straits View, Johor Bahru, Johor, Malaysia, for a period of 24 months\nfrom September 15, 2025 to September 14, 2027, to house our IT contractors in Malaysia."}