{"url_path":"/sec/yoov/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","accession_number":"0001213900-26-054960","cik":"0002001794","ticker":"YOOV","issuer_name":"Concorde International Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2001794/0001213900-26-054960-index.html","primary_entity_key":"0002001794","primary_entity_name":"Concorde International Group Ltd."},"word_count":9180,"has_tables":true,"body_markdown":"**ITEM 5. OPERATING AND FINANCIAL REVIEW AND\nPROSPECTS**\n\n \n\nYou should read the following\ndiscussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements\nand the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking statements. Our\nactual results may differ materially from those anticipated in these forward-looking statements because of various factors, including\nthose set forth under Item 3 “Key Information—D. Risk Factors” or in other parts of this annual report on Form 20-F.\nSee also “Introductory Notes—Forward-looking Information.”\n\n \n\n**A. Operating Results**\n\n \n\n*Introduction*\n\n \n\nFor the year ended December\n31, 2025, the Group reported a significant net non-GAAP loss before tax amid ongoing transitions and local market challenges. Notwithstanding\nthis temporary setback, the underlying strength of our proven business model and the sustained demand for our services underscore our\nresilience. This short-term impact is consistent with our strategic focus on building sustainable market growth and reflects our continued\ncommitment to, and readiness for, anticipated market expansion.\n\n \n\nRevenue increased mainly\ndriven by the acquisition of new clients during the year. The Company believes this growth reflects the competitive strength of its service\nofferings in the Singapore market and indicates increasing market demand. Revenue rose by US$1,984,775, or 18.9%, from US$10,490,668\nfor the year ended December 31, 2024 to US$12,475,443 for the year ended December 31, 2025.\n\n \n\n36\n\n \n\nNet loss decreased significantly\nby US$68,420,713, or 81.8%, from US $83,623,097 for the year ended December 31, 2024 to US$15,202,384 for the year ended December 31,\n2025. This substantial improvement was primarily driven by a marked reduction in share-based compensation expense, which declined by\nUS$72,287,336 from US$83,155,336 during the year ended 2024 (pre-IPO) to US$10,868,000 during the year ended 2025 (post-IPO).\n\n \n\nWhile revenue increased\nduring the current financial year, increased professional fees of US$3,290,887 and higher employee benefit expenses of US$783,394 partially\noffset the overall improvement in profitability.\n\n \n\n*Key Factors Affecting Our Results of Operations*\n\n** **\n\nDemand for Our Services\n\n \n\nFor the fiscal years ended\nDecember 31, 2025, 2024, and 2023, our business was primarily locally derived. Demand for security services in Singapore remains structurally\nresilient and growing, supported by heightened security risks, urban density, and regulatory requirements. The industry continues to benefit\nfrom strong government backing under initiatives such as the Security Industry Transformation Map (ITM) 2025, which is driving higher\nstandards, technology adoption and integrated security solutions.\n\n \n\nIn addition, increasing digitalization,\ngrowth in data centers, and stricter cybersecurity and operational resilience requirements are expanding the scope of security services\nbeyond traditional manpower-based guarding to include technology-enabled and integrated security solutions, further supporting demand\ngrowth.\n\n \n\nHowever, demand for our services\nremains significantly influenced by government and regulatory policies. Regulatory frameworks such as licensing requirements, progressive\nwage mandates, outcome-based contracting, and higher entry barriers for security agencies may impact industry dynamics, cost structures,\nand service demand. Changes in such policies, including evolving security, labor, and technology regulations, could materially affect\nthe demand and delivery model for our services.\n\n \n\nThe Singapore security industry\nis also highly competitive and undergoing transformation from a traditionally manpower-intensive model to one that emphasizes productivity\nand technology integration. This transition, coupled with a large number of licensed security agencies in the market, may exert downward\npressure on pricing and margins, particularly where service buyers remain cost sensitive.\n\n** **\n\nOur Relationships with Major Customers\n\n \n\nOur future growth and profitability\nare significantly dependent on our ability to maintain close and mutually beneficial relationships with existing customers and to expand\nour customer base. For the fiscal years ended December 31, 2025, 2024 and 2023, the total sales to our five largest customers\naccounted for 30%, 23% and 33% of our total revenue, respectively.\n\n \n\nThere is no assurance that\nour major customers will continue to be satisfied with our services and will continue to be our customer. Demand for our services is closely\nlinked to service quality and customer satisfaction, as buyers increasingly prioritize outcome-based performance and integrated solutions.\nFailure to meet evolving customer expectations, including reliability, technology capabilities, and regulatory compliance, may result\nin the loss of existing contracts and adversely affect our ability to secure new business.\n\n \n\n**Ability to secure new contract**\n\n \n\nOur business and revenue\ngrowth depend significantly on our ability to secure new contracts and renew existing contracts. The security services industry in Singapore\nis mature and highly competitive, with numerous established service providers competing on price, service quality and technological capabilities.\nIf we are unable to successfully compete for new contracts or renew existing contracts on commercially acceptable terms, our revenue,\nprofitability and results of operations may be materially and adversely affected. \n\n** **\n\n37\n\n** **\n\n**Cost of Labor**\n\n \n\nOur business is labor-intensive\nand our results of operations are significantly affected by labor costs. In Singapore, the Progressive Wage Model mandates minimum wage\nrequirements and wage progression for security personnel. Any increases in wage levels, whether due to regulatory changes, market conditions\nor labor shortages, may increase our operating costs. If we are unable to pass on such increased costs to our customers, our gross profit\nmargins and overall profitability may be materially and adversely affected.\n\n** **\n\n**Cost of subcontracting**\n\n \n\nAs part of our strategy to\nfocus on patented, technology-integrated service offerings, we increasingly subcontract traditional manpower to a related party. Our results\nof operations are therefore exposed to fluctuations in subcontracting costs, which are influenced by market labor conditions and vendor\npricing. Any significant increase in subcontracting costs, particularly if not offset by corresponding increases in service fees, may\nhave a material and adverse effect on our gross profit margins and financial performance.\n\n** **\n\n**Gross profit margin**\n\n \n\nOur ability to maintain and\nimprove our gross profit margins depends on our ability to effectively manage and negotiate subcontracting and operating costs, as well\nas on our customers’ willingness to adopt technology-driven security solutions that reduce reliance on manual labor. If we are unable\nto achieve cost efficiencies or if customers are slow to adopt such solutions, we may continue to rely on more labor-intensive services,\nwhich could result in lower margins. This may materially and adversely affect our profitability and results of operations.\n\n \n\nEmerging Growth Company\n\n \n\nWe are qualified as an “emerging\ngrowth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure\nrequirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley\nAct of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition,\nSection 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided\nin Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging\ngrowth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.\nWe have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable\nto those of companies that comply with such new or revised accounting standards.\n\n \n\nWe will remain an emerging\ngrowth company until one of the following occurs: (i) our total annual gross revenues are US$1.235 billion or more. (ii) we\nissue more than US$1 billion in non-convertible debt in the past three years. or (iii) we become a “large accelerated\nfiler” under the Exchange Act, which could occur if the market value of our Class A Ordinary Shares that are held by\nnon-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once\nwe cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.\n\n \n\n38\n\n \n\n**Results of Operations**\n\n \n\nThe following table sets\nforth a summary of our consolidated results of operations and the amounts as a percentage of total revenues for the periods indicated.\nThis information should be read together with our consolidated financial statements and related notes included elsewhere in this annual\nreport. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \n$  \n%  of\nRevenue  \n$  \n%  of\nRevenue  \n$  \n%  of\nRevenue \n\nRevenues \n   \n   \n   \n   \n   \n  \n\nI-Guarding Services \n 12,111,955  \n 97.1% \n 10,236,195  \n 97.6% \n 10,452,263  \n 98.1%\n\nMan Guarding Services \n 175,345  \n 1.4% \n 120,354  \n 1.1% \n 150,314  \n 1.4%\n\nOthers \n 188,143  \n 1.5% \n 134,119  \n 1.3% \n 53,416  \n 0.5%\n\nTotal Revenue \n 12,475,443  \n    \n 10,490,668  \n    \n 10,655,993  \n   \n\n  \n    \n    \n    \n    \n    \n   \n\nCost and expenses \n    \n    \n    \n    \n    \n   \n\nCost of revenue, excluding depreciation and amortization \n (8,628,602) \n 69.2% \n (6,875,141) \n 65.5% \n (7,662,024) \n 71.9%\n\n  \n    \n    \n    \n    \n    \n   \n\nOther income \n    \n    \n    \n    \n    \n   \n\nReceipt of government grants \n 182,528  \n    \n 164,197  \n    \n 47,894  \n   \n\nInterest income \n 28,217  \n    \n 38,922  \n    \n 30,560  \n   \n\nFair value adjustment \n 68,551  \n    \n (117,973) \n    \n    \n   \n\nCompensation received \n 178,088  \n    \n 355,879  \n    \n -  \n   \n\nOthers \n 46,275  \n    \n 60,635  \n    \n 158,457  \n   \n\n  \n 503,659  \n 4.0% \n 501,660  \n 4.8% \n 236,911  \n 2.2%\n\n  \n    \n    \n    \n    \n    \n   \n\nEmployee benefits expenses \n (2,935,364) \n 23.5% \n (2,151,970) \n 20.5% \n (1,311,345) \n 12.3%\n\n  \n    \n    \n    \n    \n    \n   \n\nDepreciation and amortization expense \n (589,976) \n 4.7% \n (279,543) \n 2.7% \n (329,836) \n 3.1%\n\n  \n    \n    \n    \n    \n    \n   \n\nExpected credit loss \n (59,645) \n 0.5% \n (562,755) \n 5.4% \n 69,763  \n 0.7%\n\n  \n    \n    \n    \n    \n    \n   \n\nOther expenses \n    \n    \n    \n    \n    \n   \n\nBad debt written off \n -  \n    \n (3,447) \n    \n 176,856  \n   \n\nProfessional fees \n (4,208,903) \n    \n (918,016) \n    \n (121,773) \n   \n\nDistribution expenses \n (188,429) \n    \n (99,515) \n    \n (102,971) \n   \n\nOffice expenses \n (358,390) \n    \n (185,258) \n    \n (221,371) \n   \n\nProperty management  expenses \n (22,668) \n    \n (1,542) \n    \n (31,342) \n   \n\nOthers \n 71,778  \n    \n (49,370) \n    \n (83,801) \n   \n\n  \n (4,706,612) \n 37.7% \n (1,257,148) \n 12.0% \n (384,402) \n 3.6%\n\n  \n    \n    \n    \n    \n    \n   \n\nShare-based compensation expense \n (10,868,000) \n 87.1% \n (83,155,336) \n 792.7% \n -  \n - \n\n  \n    \n    \n    \n    \n    \n   \n\nFinance costs \n (296,152) \n 2.4% \n (218,630) \n 2.1% \n (149,626) \n 1.4%\n\nNet(Loss)/Profit before tax \n (15,105,249) \n    \n (83,508,195) \n    \n 1,125,434  \n   \n\nIncome tax expense \n (97,135) \n    \n (114,902) \n    \n (131,240) \n   \n\nNet (Loss)/Profit before tax \n (15,202,384) \n    \n (83,623,097) \n    \n 994,194  \n   \n\n \n\n39\n\n \n\n**Comparison of Years Ended December 31, 2025 and 2024**\n\n \n\n**Revenues**\n\n \n\n*Revenues.* The principal activities\nof the Company for the years ended December 31, 2025 and 2024 were providing I-Guarding service and Man Guarding service. Revenue for\nthe years ended December 31, 2025 and 2024 was US$12,475,443 and US$10,490,668, respectively, representing increase of 18.9% which was\nprimarily driven by a combination of the addition of new customers through projects tendering.\n\n \n\n*Revenue from Man Guarding Services.*\nRevenue from Man Guarding Services increased by US$54,991, or 45.7%, to US$175,345 for the year ended December 31, 2025, from US$120,354\nfor the year ended December 31, 2024. This increase was driven by customer-specific requirements during the period. Notwithstanding this\ngrowth, the broader trend reflects a strategic shift in customer preferences toward I-Guarding’s integrated security solutions,\nwhich combine technology-driven surveillance, remote monitoring, and data analytics to deliver greater efficiency, scalability, and cost-effectiveness\ncompared to traditional Man Guarding services.\n\n \n\n*Revenue from I-Guarding Services.*\nRevenue from I-Guarding Services increased by US$1,875,760, or 18.3%, to US$12,111,955 for the year ended December 31, 2025, from US$10,236,195\nin the preceding year. This growth was primarily driven by heightened demand for security services in Singapore, supported by increased\nenforcement of regulatory requirements, wider adoption of the Progressive Wage Model, and a growing emphasis on integrated security solutions\nand digital surveillance across commercial and public sectors.\n\n \n\n*Revenue from Others.* Revenue from\nothers increase by US$54,024, or 40.3%, to US$188,143 for the year ended December 31, 2025 from US$134,119 for the year ended December\n31, 2024. The increase is primarily due to the revenue generated by Berjaya Academy Pte. Ltd. For the year ended December 31, 2025, Berjaya\nAcademy Pte. Ltd. generated revenue of US$188,142, compared to US$56,625 for the year ended December 31, 2024, which was derived from\nthe delivery of government-approved security courses. This significant increase reflects strong market demand and further reinforces\nour position as a leading provider in Singapore’s security training industry.\n\n \n\n**Cost and expenses**\n\n \n\n*Cost of revenue (exclusive of depreciation\nand amortization).* Cost of revenue (exclusive of depreciation and amortization expense) mainly includes sub-contractor cost, guards\nlabor cost, guards related employees’ expenses and consumables. Our cost of sales increased by US$1,753,461, or 25.5%, to US$8,628,602\nfor the year ended December 31, 2025, from US$6,875,141 for the year ended December 31, 2024. Higher cost of revenue was in line with\nincrease in revenue. As part of our strategy to focus on patented, technology-integrated service offerings, we increasingly subcontract\ntraditional manpower and installation services to third-party vendors.\n\n \n\n*Depreciation and amortization expense.* Depreciation\nand amortization include depreciation and amortization of property and equipment; and intangible assets such as trademark and patents.\nDepreciation and amortization increased by US$310,433, or 111%, to US$589,976 for the year ended December 31, 2025 from US$279,543 for\nthe year ended December 31, 2024. The increase is attributed to the increase in depreciation of property and equipment of US$316,525,\nincrease in depreciation of right-of-use assets of US$47,354 offset with decline in amortization expense for intangible assets of US$53,446.\n\n \n\n*Employee\nBenefits Expenses.* Our staff expenses consist primarily of non-guard related employee expenses. Our employee expenses increased\nby US$783,394, or 36.4%, to US$2,935,364 for the year ended December 31, 2025 from US$2,151,970 for the year ended December 31, 2024.\nSuch increase as a result of the Company’s listing, the Group incurred costs related to Board of Directors’ emoluments and\nadjusted key professional salaries to remain competitive and retain talent.\n\n \n\n40\n\n \n\n*Expected credit loss.* Expected credit\nloss decreased significantly by US$503,110, or 89.4%, to US$59,645 for the year ended December 31, 2025, from US$562,755 for the year\nended December 31, 2024. This reduction was primarily attributable to improved credit quality of trade receivables, strengthened collection\nefforts, and the settlement of previously outstanding balances. In addition, tighter credit risk management practices and a more selective\napproach to customer onboarding contributed to the lower level of impairment recognized during the year.\n\n \n\n*Professional fees.* Professional\nfees include consultancy fees incurred in the area of accounting, auditing, legal and secretarial work. Professional fees increased by\nUS$3,290,887, or 358%, to US$4,208,903 for the year ended December 31, 2025 from US$918,016 for the year ended December 31, 2024. The\nincrease was primarily attributable to professional and advisory services related to the Company’s listing exercise and consultancy\nservices engaged for global business development.\n\n * *\n\n*Distribution expenses.* Distribution\nexpenses include expenses incurred for transportation, telecommunication, publicity and entertainment. Distribution expenses increased\nby US$88,914, or 89.3%, to US$188,429 for the year ended December 31, 2025 from US$99,515 for the year ended December 31, 2024. The increase\nis primarily due to higher management travel expenses incurred in connection with global business development activities.\n\n \n\n*Office expenses.* Office expenses\ninclude expenses incurred for miscellaneous office administration such as subscriptions, office supplies, utility and office insurance.\nOffice expenses increased by US$173,132, or 93.5%, to US$358,390 for the year ended December 31, 2025 from US$185,258 for the year ended\nDecember 31, 2024. Such increase was primarily due to increase in insurance expense of US$106,837, office supplies amounting to US$26,847,\nsubscription fee expense of US$27,034 and other office expenses.\n\n \n\n*Property management expenses.* Property\nmanagement expenses, which comprise property management fees and sinking fund contributions, increased by US$21,126, or 1,370%, to US$22,668\nfor the year ended December 31, 2025, from US$1,542 for the year ended December 31, 2024. The increase was primarily attributable to adjustments\nmade to the prior year figures, which resulted in an understated expense base for 2024. As a result, the year-on-year comparison is not\nfully comparable. Excluding the impact of these prior year adjustments, the underlying property management expenses remained relatively\nstable.\n\n \n\n*Others.* Other income/(expenses),\nwhich comprise foreign currency exchange gains or losses and miscellaneous low-value items, decreased by US$121,148, or 245%, to US$(71,778)\nfor the year ended December 31, 2025, from US$49,370 for the year ended December 31, 2024. The decrease was mainly driven by the appreciation\nof the Singapore dollar against the U.S. dollar, which resulted in a foreign exchange gain of US$117,134 for the year ended December 31,\n2025, compared to the prior year.\n\n \n\n*Finance costs.* Finance costs, which\ncomprise interest on debts as well as interest on lease liabilities, increased by US$77,522, or 35.5%, to US$296,152 for the year ended\nDecember 31, 2025, from US$218,630 for the year ended December 31, 2024. The increase was primarily attributable to higher interest expenses\non debts, which rose by US$71,419 due to overall increase in prevailing interest rates.\n\n \n\n41\n\n \n\n**Comparison of Years Ended December 31, 2024 and 2023**\n\n \n\n**Revenues**\n\n \n\n*Revenues.* The principal activities\nof the Company for the years ended December 31, 2024 and 2023 were providing I-Guarding service and Man Guarding service. Revenue for\nthe years ended December 31, 2024 and 2023 was US$10,490,668 and US$10,655,993, respectively, representing decrease of 1.6%. Revenue remains\nstable as we continue to conserve operational capacity for global market growth plans.\n\n \n\n*Revenue from Man Guarding Services.*\nRevenue from Man Guarding Services decreased by US$29,960, or 20%, to US$120,354 for the year ended December 31, 2024, from US$150,314\nfor the year ended December 31, 2023. This line of revenue consist entirely of a sole customer. \n\n \n\n*Revenue from I-Guarding Services.*\nRevenue from I-Guarding Services decrease by US$216,068, or 2.1%, to US$10,236,195 for the year ended December 31, 2024 from US$10,452,263\nfor the year ended December 31, 2023. The slight decrease was the result of a strategic period of sales reconsolidation and stabilization,\nas we conserve resources in preparation for global market expansion and rebalance our client portfolio toward higher-quality customers.\n\n \n\n*Revenue from Others.* Revenue from\nothers increase by US$80,703, or 151%, to US$134,119 for the year ended December 31, 2024 from US$53,416 for the year ended December 31,\n2023. This significant increase was partly due to a one-off incidental transaction, where we acted as an agent for the sale of security\napparel, contributing US$77,494. Revenue from others accounted for 1.3% of our total revenue for the year ended December 31, 2024, as\ncompared to 0.50% for the year ended December 31, 2023.\n\n \n\nFor the year ended December 31, 2024, Berjaya\nAcademy Pte Ltd generated US$56,625 in revenue. In comparison, for the year ended December 31, 2023—its first year of revenue generation\nstarting from February—the Academy earned US$34,981 from the delivery of government-approved security courses. This growth reflects\nclear market demand and reinforces our position as a leading provider in Singapore’s security training industry.\n\n \n\n**Cost and expenses**\n\n \n\n*Cost of revenue (exclusive of depreciation\nand amortization).* Cost of revenue (exclusive of depreciation and amortization expense) mainly includes sub-contractor cost, guards\nlabor cost, guards related employees’ expenses and consumables. Our cost of sales decreased by US$786,883, or 10.3%, to US$6,875,141\nfor the year ended December 31, 2024, from US$7,662,024 for the year ended December 31, 2023. This decrease was a result of the Company’s\nenhanced efforts in subcontractor monitoring, due to which credit notes amounting to US$892,390 were received from a major subcontractor.\n\n \n\n*Depreciation and amortization expense.* Depreciation\nand amortization include depreciation and amortization of IT equipment, vehicles, leasehold property; and intangible assets such as Research\nand Developments and Patents. Depreciation and amortization decreased by US$50,293, or 15%, to US$279,543 for the year ended December\n31, 2024 from US$329,836 for the year ended December 31, 2023. The decrease is attributed to the decline in amortization expense for intangible\nassets in the year ended December 31, 2024.\n\n \n\n*Employee Benefits Expenses.* Our\nstaff expenses consist primarily of non-guard related employee expenses. Our employee expenses increased by US$840,625, or 64%, to US$2,151,970\nfor the year ended December 31, 2024 from US$1,311,345 for the year ended December 31, 2023. Such increase was due to overall general\nincreased hiring of management staffs including key appointment personnels. As of December 31, 2024, our headcount in our primary subsidiary,\nConcorde Security Pte Ltd, increased by 100% as compared to the headcount as of December 31, 2023.\n\n \n\n*Bad debt written off.* Bad debts\nwritten off increased by US$180,303, or 102%, compared to a net bad debt recovery (income) of US$176,856 for the year ended December 31,\n2023. This increase was primarily attributable to the absence of a bad debt write-back of US$176,856 that was recorded in 2023.\n\n \n\n*Expected credit loss.* Expected\ncredit loss increased significantly by US$632,518, or 907%, to US$562,755 for the year ended December 31, 2024, compared to a write-back\nof expected credit losses (income) of US$69,763 for the year ended December 31, 2023. This increase was primarily attributable to a deterioration\nin the credit risk profile of certain customers, resulting in higher impairment provisions, as well as a more conservative provisioning\napproach adopted during the year.\n\n \n\n42\n\n \n\n*Professional fees.* Professional\nfees include consultancy fees incurred in the area of accounting, auditing, legal and secretarial work. Professional fees increased by\nUS$796,243, or 653%, to US$918,016 for the year ended December 31, 2024 from US$121,773 for the year ended December 31, 2023. The increase\nis mainly due to audit fees and other accounting/ professional fee incurred for the offering but not directly attributable to it, amounting\nto US$817,360.\n\n * *\n\n*Distribution expenses.* Distribution\nexpenses include expenses incurred for transportation, telecommunication, publicity and entertainment. Distribution expenses decreased\nby US$3,456, or 3%, to US$99,515 for the year ended December 31, 2024 from US$102,971 for the year ended December 31, 2023. Such decrease\nwas in line with decrease in sales.\n\n \n\n*Office expenses.* Office expenses\ninclude expenses incurred for miscellaneous office administration such as subscriptions, office supplies, utility and office insurance.\nOffice expenses decreased by US$36,113, or 16%, to US$185,258 for the year ended December 31, 2024 from US$221,371 for the year ended\nDecember 31, 2023. Such decrease was primarily due to decrease in patent registration and maintenance expense of US$28,781, and staff\ntraining amounting to US$20,625, which is partially offset by the increase in insurance expense amounting to US$10,042 and other office\nexpenses.\n\n \n\n*Property management expenses.* Property\nmanagement expenses incurred on leased properties at 808 Kitchener Road and unit at #07-33 at Link@AMK. The expenses decreased by US$29,800,\nor 95%, to US$1,542 for the year ended December 31, 2024 from US$31,342 for the year ended December 31, 2023. The tenancy was ceased during\nthe year and the Company repurposed the premises for internal use.\n\n \n\n*Others.* Others include unrealized\ncurrency exchange loss and other small-value miscellaneous expenses. Other decreased by US$34,431, or 41%, to US$49,370 for the year ended\nDecember 31, 2024 from US$83,801 for the year ended December 31, 2023. Such decrease was mainly due to unrealized currency exchange gain\nof US$17,555.\n\n \n\n*Finance costs.* Finance costs comprise\ninterest on debts and interest on lease liabilities. Finance costs increased by US$69,004, or 46%, to US$218,630 for the year ended December\n31, 2024 from US$149,626 for the year ended December 31, 2023. Such increase was due to additional loans taken during the year ended\nDecember 31, 2024.\n\n \n\n**Non-GAAP Financial Measures**\n\n \n\nIn addition to consolidated\nfinancial measures prepared in accordance with IFRS, we evaluate our performance using non-GAAP financial measures (where GAAP is IFRS).\nThese measures exclude certain non-cash and/or non-recurring items that do not reflect our ongoing business operations in order to provide\nclearer view of operational efficiency and facilitate period-to-period comparability for management, investors, and the board. The adjustments\ncurrently include share-based compensation expenses.\n\n \n\nHowever, these measures are\nnot intended to replace IFRS metrics, such as net profit (loss), revenue growth, or cash flow from operations, nor should they be considered\nsuperior. Adjusted Net Profit (refer table below) has inherent limitations as analytical tools and should be reviewed alongside IFRS metrics\nfor a comprehensive understanding of our financial performance.\n\n \n\nReconciliations of Adjusted\nNet (Loss)/ Profit to the most comparable IFRS financial metric for historical periods are presented in the table below:\n\n \n\n  \nYear Ended December 31, \n\nReconciliation of non-GAAP net (loss) profit \n2025  \n2024  \n2023 \n\n  \n$  \n$  \n$ \n\nNet (Loss)/ Profit before tax \n (15,105,249) \n (83,508,195) \n 1,125,434 \n\nAdjustments: \n    \n    \n   \n\nShare based compensation expense \n 10,868,000  \n 83,155,336  \n - \n\nAdjusted Net (Loss)/Profit before tax \n (4,237,249) \n (352,859) \n 1,125,434 \n\nIncome tax expense \n (97,135) \n (114,902) \n (131,240)\n\nAdjusted Net (Loss)/Profit for the year \n (4,334,384) \n (467,761) \n 994,194 \n\n \n\n43\n\n \n\n**Taxation**\n\n \n\nAlthough\nwe have subsidiaries formed in the United Kingdom and Malaysia, those entities do not have active business activities as of the date\nof this annual report.\n\n \n\n*British\nVirgin Islands*\n\n \n\nConcorde International Group\nLtd is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Concorde International Group\nLtd is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the Company to its shareholders, no\nwithholding tax from British Virgin Islands will be imposed.\n\n \n\n*Singapore\nIncome Taxes*\n\n \n\nOur\nsubsidiaries incorporated in Singapore are subject to the uniform tax rate of 17% under Singapore income tax law on taxable income. Under\nSingapore tax laws, we are exempted from Singapore income tax on our foreign sourced dividend income received in Singapore by our company\nand Singapore tax resident subsidiaries provided that (i) such income is subject to income tax of a similar character under the laws\nof the jurisdiction from which such income is received at the time the income is received in Singapore; (ii) the highest rate of such\ntax on any gains or profits from a trade or business carried on in such jurisdiction is not less than 15%; and (iii) the Singapore Comptroller\nof Income Tax is satisfied that the tax exemption would be beneficial to the person resident in Singapore.\n\n \n\nWe\nhave not recognized deferred tax assets with respect to our carried forward tax losses as we are not able to estimate the timing of the\navailability of future taxable profits to utilize these tax losses, based on our operating history. Unabsorbed tax losses may be carried\nforward indefinitely.\n\n \n\n**Quantitative\nand Qualitative Disclosures about Market Risk**\n\n \n\nMarket\nrisk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.\nOur market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser\nextent, inflation.\n\n** **\n\n**Credit\nRisk**\n\n \n\nOur\nexposure to credit risk arises primarily from trade receivables. For other financial assets (including cash and cash equivalents), we\nminimize credit risk by dealing exclusively with high credit rating counterparties.\n\n \n\nWe\nhave adopted a policy of only dealing with creditworthy counterparties. We perform ongoing credit evaluation of its counterparties’\nfinancial condition and generally does not require collateral.\n\n \n\nIf\nour customers delay or default in their payments to us, we may have to make impairment provisions and write-off the relevant receivables.\nThis in turn may materially and adversely affect our business, financial condition, and results of operation.\n\n** **\n\n**Trade\nreceivables**\n\n \n\nTrade\nreceivables is stated at the original amount less an allowance for doubtful receivable.\n\n \n\nTrade\nreceivable is recognized in the period when we have rendered services to our customers and when its right to consideration is unconditional.\nThe amounts due are stated at their net estimated realizable value. We review the accounts receivable on a periodic basis and make general\nand specific allowances when there is doubt as to the collectability of individual balances.\n\n \n\n44\n\n \n\nIn\napplication of the general provision, the Company applies the simplified approach to provide for expected credit losses (“ECLs”).\nTo measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the days past due. We consider\nfactors in assessing the collectability of its receivables, such as historical bad debts, changes in customers’ payment patterns,\ncredit-worthiness and financial condition of the customers, current economic trends and other specific circumstances related to\nthe accounts. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. Accounts receivable\nbalances are written off after all collection efforts have been exhausted.\n\n ** **\n\n**Cash\nand cash equivalents**\n\n \n\nNo\nexpected credit losses are recognized from cash and cash equivalents arising from bank balances with financial institution because the\nprobability of default by these financial institutions are negligible.\n\n** **\n\n**Liquidity\nrisk**\n\n \n\nWe\nare also exposed to liquidity risk which is the risk that we are unable to provide sufficient capital resources and liquidity to meet\nour commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures.\nWhen necessary, we will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity\nshortage.\n\n \n\n**Market\nrisk**\n\n** **\n\n**Interest\nRate Risk**\n\n \n\nOur\nexposure to interest rate risk arises primarily from its debt and lease liabilities. Although interest rates for our loans are about\nfixed for the terms of the loans, the interest rates are subject to change upon renewal and at the bank’s discretion. Additionally,\nwe may need to raise additional financing to support our operations, which could include equity or debt financing, in the immediate and\nnear term. Rising interest rates would negatively impact our ability to obtain such financing on commercially reasonable terms or at\nall. Recently, due to the fixed interest rates in our terms of loans, our borrowing costs have not increased. However, we cannot predict\nthe ultimate impact on our business of any prolonged or continued interest rate increases. To the extent we are required to obtain financing\nat higher borrowing costs to support our operations, we may be unable to offset such costs through price increases, other cost control\nmeasures, or other means. Any attempts to offset cost increases with price increases may result in reduced sales, increased customer\ndissatisfaction, or otherwise harm our reputation.\n\n \n\nAt\nthe end of reporting period, the weighted average effective interest rates for the debt and lease liabilities were as follows:\n\n \n\n \n \n**December 31,**\n \n\n \n \n**2025**\n \n \n**2024**\n \n \n**2023**\n \n\n**Fixed rates**\n \n \n \n \n \n \n \n \n \n \n \n \n\nDebt\n \n \n1.9% – 8.2\n%\n \n1.5% – 8\n%\n \n \n \n1.5% – 8\n%\n\nLease liabilities\n \n \n4.7% – 6.5\n%\n \n1.5% – 2.5\n%\n \n \n \n1.5% – 2.5\n%\n\n \n\nPossible\nchanges in interest rate are not expected to have a material impact on the result of our Company.\n\n** **\n\n**Foreign\nCurrency Exchange Risk**\n\n \n\nThe\nreporting currency of the Company is the U.S. dollar (“USD”). The functional currency of CGPL, CSPL, BAPL and CAPL is the\nSingapore Dollar (“SGD”). The functional currency of the Company and CiF is the U.S. dollar (“USD). The functional\ncurrency of CSSB is Malaysia Ringgit (“MYR”). The functional currency of CSL is Great Britain Pound (“GBP”).\n\n \n\n45\n\n \n\nFor\nthe subsidiaries whose functional currency is the SGD, MYR and GBP dollar, profit or loss and other comprehensive income and cash flows\nare translated at the average exchange rates during the reporting periods, assets and liabilities are translated at the unified exchange\nrate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities\nreported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the statements of\nfinancial position. Translation adjustments resulting from the process of translating the local currency financial statements into USD\nare included in comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency\nat the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into\nthe functional currency at the exchange rates prevailing at the consolidated statement of financial position’s date with any transaction\ngains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency\nare included in profit or loss as incurred.\n\n \n\n**Material\nAccounting Policy Information**\n\n** **\n\nThe\nfollowing are the material accounting policy information used in the preparation of the consolidated financial statements:\n\n \n\n**Revenue**\n\n \n\nThe\namount of revenue recognized is the amount allocated to the satisfied performance obligation under IFRS 15 Revenue from Contracts with\nCustomers (“IFRS 15”).\n\n \n\nPerformance\nobligations satisfied over time\n\n \n\nA\nperformance obligation is satisfied over time when an entity transfers control of a good or service over a period. This occurs when one\nof three conditions is met: (a) the customer simultaneously receives and consumes the benefits provided by the entity’s performance;\n(b) the entity’s performance creates or enhances an asset that the customer controls during creation or enhancement; or (c) the\nentity’s performance does not result in an asset with an alternative use, and there exists an enforceable right to payment for\nthe performance completed to date.\n\n \n\nIn\nproviding round-the-clock security manning, the customer simultaneously receives and consumes the benefits of the Group’s performance.\nTherefore, the nature of the service sales is recognized over time, on a monthly billing cycle basis.\n\n \n\nAn\nasset created by an entity’s performance lacks an alternative use if contractual or practical restrictions prevent the entity from\nredirecting it during creation or completion. This assessment is fixed at contract inception and can only be revised if a contract modification\nsubstantially alters the performance obligation with mutual agreement from the parties involved. In providing installation solely as\na prerequisite to our patent-protected service at the customer’s site, the customer will not have an alternate use for such installation.\nPerformance obligations are satisfied over time, primarily through the provision of service sales.\n\n \n\nRight\nto payment for performance completed to date, an entity considers both contractual terms and applicable laws. This right does not necessarily\nspecify a fixed amount but must ensure that the entity is compensated for work completed if the contract is terminated for reasons unrelated\nto the entity’s performance failure. Customers have entered into a contract with the Group that does recurring monthly billing,\nsecuring the Group’s right to payment for services rendered as they are consumed.\n\n \n\n46\n\n \n\nPerformance\nobligations satisfied at a point in time\n\n \n\nIn\ncases where a performance obligation is not satisfied over time, it is fulfilled at a specific point in time. This determination relies\non factors including the entity’s present right to payment, the transfer of legal title, physical possession of the asset by the\ncustomer, the transfer of significant risks and rewards of ownership, and the customer’s acceptance of the asset. Consideration\nof these indicators, alongside the control requirements outlined in the standard, helps determine when control of the asset is transferred,\nand the performance obligation is satisfied.\n\n \n\nIn\nthe provision of installation at customer’s site amounting to creation of assets where customer has an alternative use. Such installation’s\nperformance obligation are satisfied at the point in time.\n\n \n\n**Trade\nreceivables**\n\n \n\nTrade\nreceivables is stated at the original amount less an allowance for doubtful receivable.\n\n \n\nTrade\nreceivable is recognized in the period when we have rendered services to our customers and when its right to consideration is unconditional.\nThe amounts due are stated at their net estimated realizable value. We review the accounts receivable on a periodic basis and make general\nand specific allowances when there is doubt as to the collectability of individual balances.\n\n \n\nIn\napplication of the general provision, the Company applies the simplified approach to provide for expected credit losses (“ECLs”).\nTo measure the ECLs, trade receivables have been grouped based on shared credit risk characteristics and the days past due. We consider\nfactors in assessing the collectability of its receivables, such as historical bad debts, changes in customers’ payment patterns,\ncredit-worthiness and financial condition of the customers, current economic trends and other specific circumstances related to\nthe accounts. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. Accounts receivable\nbalances are written off after all collection efforts have been exhausted.\n\n \n\n**Financial\ninstruments**\n\n \n\nFinancial\nassets and financial liabilities are recognized in the group’s consolidated statement of financial position when the group becomes\na party to the contractual provisions of the instrument.\n\n \n\nFinancial\nassets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing\ncomponent which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial\nassets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added\nto or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction\ncosts directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are\nrecognized immediately in profit or loss and other comprehensive income.\n\n \n\nFinancial\nassets\n\n \n\nAll\nregular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales\nare purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention\nin the marketplace.\n\n \n\nAll\nrecognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification\nof the financial assets.\n\n \n\n47\n\n \n\nClassification\nof financial assets\n\n \n\nDebt\ninstruments that meet the following conditions are measured subsequently at amortized cost:\n\n \n\n \n●\nThe\nfinancial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash\nflows.\n\n \n\n \n●\nThe\ncontractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest\non the principal amount outstanding.\n\n \n\nOther\nfinancial asset\n\n \n\nUnder\nIFRS 9, the insurance contract is recognized as a financial asset. In accordance with IFRS9 paragraph 4 classification of financial asset,\ntwo key criteria are assessed for further classification: the entity’s business model for managing the assets and the contractual\ncash flow characteristics. Financial assets can be classified into three categories: Amortized Cost for those held to collect cash flows\nthat are solely payments of principal and interest; Fair Value Through Other Comprehensive Income (FVOCI) for assets held to collect\ncash flows and for selling, also with solely payments of principal and interest; and Fair Value Through Profit or Loss (FVPL) for assets\nthat do not meet the criteria for the first two categories. This classification ensures that financial assets are measured and reported\nin a way that accurately reflects their economic substance. The insurance contract is not classified as a financial asset for collecting\ncontractual cash flows through compensation for the life insured. Since the contract does not represent solely the payment of principal\nand interest, it fails the SPPI (Solely Payments of Principal and Interest) test. Therefore, it will be recognized at fair value through\nprofit and loss in subsequent reporting periods.\n\n \n\nImpairment\nof financial assets\n\n \n\nThe\ngroup always recognizes lifetime expected credit losses (ECL) for trade and other receivables. The expected credit losses on these financial\nassets are estimated using a provision matrix based on the group’s historical credit loss experience, adjusted for factors that\nare specific to the debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of\nconditions at the reporting date, including time value of money where appropriate.\n\n \n\nFor\nall other financial instruments, the group recognizes lifetime ECL when there has been a significant increase in credit risk since initial\nrecognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the group\nmeasures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit\nlosses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL\nrepresents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within\n12 months after the reporting date.\n\n  \n\nFinancial\nliabilities\n\n \n\nAll\nfinancial liabilities are measured subsequently at amortized cost using the effective interest method.\n\n \n\nFinancial\nliabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated\nas at FVTPL, are measured subsequently at amortized cost using the effective interest method.\n\n \n\nThe\neffective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over\nthe relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees\nand points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)\nthrough the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.\n\n \n\nDerecognition\nof financial liabilities\n\n \n\nThe\ngroup derecognizes financial liabilities when, and only when, the group’s obligations are discharged, cancelled or have expired.\nThe difference between the carrying amount of the financial liability recognized and the consideration paid and payable is recognized\nin profit or loss.\n\n \n\n48\n\n \n\n**Share-based\nCompensation**\n\n \n\nIn\n2024, the shares granted were measured in accordance to IFRS 2 of fair value at grant date. The Group utilizes the unlevered discounted\ncash flow method to determine the fair value of restricted share at the grant date considering the dilutive effect of restricted share,\nwhich is a level 3 input of IFRS 13. In 2025, following the Group’s initial public offering, the fair value of shares granted was\nmeasured based on the quoted market price at the grant date, which represents a Level 1 input under IFRS 13.\n\n \n\nAs\nthe shares granted do not contain any vesting conditions, the equity instruments are considered fully vested at grant date, and the fair\nvalue is recognised as an expense immediately in profit or loss, with a corresponding increase in equity.\n\n \n\nThe\nfair value determined at grant date is not subsequently remeasured.  \n\n \n\n**Recently\nissued accounting pronouncements**\n\n \n\nThe\nCompany is an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (“JOBS Act”).\nThe JOBS Act provides that an EGC can take advantage of extended transition periods for complying with new or revised accounting standards.\nThis allows an EGC to delay adoption of certain accounting standards until those standards would otherwise apply to private companies.\nThe Company elected to take advantage of the extended transition periods. However, this election will not apply should the Company cease\nto be classified as an EGC.\n\n \n\nFor\na discussion on certain revised IFRS accounting policies recently adopted, see Note 2 to our consolidated financial statements.\n\n \n\nIn\napplying the group’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts\nrecognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from\nother sources in accordance with IFRS 1 *First-time Adoption of International Financial Reporting Standards*. The estimates and\nassociated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ\nfrom these estimates.\n\n \n\nThe\nestimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period\nin which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the\nrevision affects both current and future periods.\n\n \n\n**B.\nLiquidity and Capital Resources**\n\n \n\nWe\nfund our operations primarily through cash generated from operating activities and proceeds from our initial public offering (“IPO”).\n\n \n\nOn April 22, 2025, we were\nsuccessfully listed on the Nasdaq Stock Exchange. On April 23, 2025, we completed our IPO and issued an aggregate of 1,250,000 Class\nA ordinary shares, generating net proceeds of approximately US$4,371,614, after deducting underwriting discounts, commissions, and offering\nexpenses. On May 2, 2025, the underwriters exercised their over-allotment option in full, and we issued an additional 187,500 Class A\nordinary shares, generating additional proceeds of approximately US$693,750.\n\n \n\n49\n\n \n\nOur primary uses of cash\nconsist of funding ongoing operating expenses, capital expenditures, and IPO-related costs. As of December 31, 2025, 2024 and 2023, we\nhad cash and cash equivalents of US$1,629,018, US$1,000,284, and US$956,975, respectively.\n\n \n\nWe\nbelieve that our existing cash and cash equivalents, together with cash provided from financing activities, will be sufficient to meet\nour working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend\non a number of factors, including our revenue growth, the expansion of our sales and marketing activities, and potential acquisitions\nor investments in complementary businesses and technologies. We may require additional financing in the future to support our growth\nstrategy, which may include equity or debt financings.\n\n \n\nThe\nfollowing table summarizes the key cash flow components from our consolidated statements of cash flows for the years indicated.\n\n \n\n  \nFor the year ended December 31, \n\n  \n2025  \n2024  \n2023 \n\nNet cash (used in)/provided by operating activities \n$(3,516,401) \n$(564,187) \n$790,944 \n\nNet cash used in investing activities \n (116,537) \n (952,990) \n (309,631)\n\nNet cash provided by financing activities \n 4,172,668  \n 1,589,835  \n 947 \n\nNet change in cash during period \n 539,730  \n 72,658  \n 482,260 \n\nEffect of exchange rate changes on cash and cash equivalents \n 89,004  \n (29,351) \n 33,437 \n\n \n\n**Operating\nActivities**\n\n** **\n\nNet cash used in operating\nactivities was US$3,516,401 for the year ended December 31, 2025, compared to US$564,187 for the year ended December 31, 2024. The increase\nin net cash outflow was primarily attributable to higher operating losses after adjusting for non-cash items, together with unfavorable\nmovements in working capital. Cash outflows for the year ended December 31, 2025 were mainly driven by a loss before tax of US$15,105,249,\npartially offset by non-cash adjustments of US$11,700,408, primarily comprising share-based compensation of US$10,868,000 and depreciation\nand amortization of US$589,976. Working capital changes were unfavorable, mainly reflecting an increase in trade and other receivables\nof approximately US$1,315,746 and a partially offsetting increase in trade and other payables of US$1,244,873.\n\n \n\nNet cash used in operating\nactivities was US$564,187 for the year ended December 31, 2024, compared to net cash generated of US$790,944 for the year ended December\n31, 2023. The net cash outflow in 2024 was primarily attributable to a loss before tax of US$83,508,195, largely offset by non-cash adjustments\nof US$84,300,428, primarily driven by share-based compensation of US$83,155,336. Changes in working capital were unfavorable overall,\nreflecting a decrease in trade and other payables of US$446,240, partially offset by a decrease in trade and other receivables of approximately\nUS$892,894.\n\n \n\n**Investing\nActivities**\n\n** **\n\nNet cash used in investing\nactivities was US$116,537 for the year ended December 31, 2025, compared to net cash used in investing activities of US$952,990 for the\nyear ended December 31, 2024. The net cash outflow in 2025 was primarily attributable to purchases of property and equipment of US$186,835\nand downpayment made for right-of-use assets of US$96,498, partially offset by proceeds from disposal of property and equipment of US$46,841\nand repayments of loans from related parties of US$119,955.\n\n \n\n50\n\n \n\nNet cash used in investing\nactivities was US$952,990 for the year ended December 31, 2024, compared to net cash used in investing activities of US$306,631 for the\nyear ended December 31, 2023. Investing cash outflows in 2024 were primarily attributable to purchases of property and equipment of US$1,052,484\nand purchases of keyman insurance of US$85,913, partially offset by repayments of loans from related parties of US$185,407.\n\n \n\n**Financing\nActivities**\n\n** **\n\nNet cash provided by financing\nactivities was US$4,172,668 for the year ended December 31, 2025, compared to US$1,589,835 for the year ended December 31, 2024. The increase\nwas primarily attributable to higher proceeds from issuance of shares of US$5,750,000, partially offset by repayments of debts of US$541,874,\npayment of deferred offering costs of US$909,861 and lease payments of US$125,597.\n\n \n\nNet cash provided by financing\nactivities was US$1,589,835 for the year ended December 31, 2024, compared to US$947 for the year ended December 31, 2023. The increase\nwas primarily attributable to higher proceeds from debts of US$3,259,062, partially offset by repayments of debts of US$1,255,766, payment\nof deferred offering costs of US$333,088, and lease payments of US$80,581. Proceeds from issuance of shares were minimal at US$208.\n\n \n\n**Related\nParty Transactions**\n\n \n\nThe\nfollowing schedule describes the transactions and balances with related parties for the fiscal years ended December 31, 2025, 2024 and\n2023:\n\n \n\n \n \n**Year\nEnded December 31,**\n \n\n \n \n**2025\n\n(Audited)**\n \n \n**2024\n\n(Audited)**\n \n \n**2023\n\n(Audited)**\n \n\n \n \n**$**\n \n \n**$**\n \n \n**$**\n \n\nConcorde\nGlobal I Pte Ltd\n \n \n-\n \n \n \n-\n \n \n \n15,168\n \n\nTotal\nProtection Solutions Pte Ltd\n \n \n451,335\n \n \n \n553,184\n \n \n \n753,976\n \n\nAdvance\nfrom supplier – Total Protection Solutions Pte Ltd\n \n \n-\n \n \n \n323,514\n \n \n \n-\n \n\nSwee\nKheng Chua\n \n \n-\n \n \n \n4,616\n \n \n \n75,838\n \n\nTotal\namount due from related parties\n \n \n451,335\n \n \n \n881,314\n \n \n \n844,982\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nIncluded\nin Trade Receivables\n \n \n \n \n \n \n \n \n \n \n \n \n\nConcorde\nGlobal I Pte Ltd\n \n \n11,068\n \n \n \n10,448\n \n \n \n10,779\n \n\niMatrix\nGlobal Pte Ltd\n \n \n6,467\n \n \n \n6,105\n \n \n \n6,297\n \n\nTotal\nProtection Solutions Pte Ltd\n \n \n \n \n \n \n4,610\n \n \n \n4,757\n \n\n \n \n \n17,535\n \n \n \n21,163\n \n \n \n21,833\n \n\n \n\n51\n\n \n\nThe\nfollowing schedule describes the amount due to related parties for the fiscal years ended December 31, 2025, 2024 and 2023:\n\n \n\n \n \n**Year\nEnded December 31,**\n \n\n \n \n**2025\n\n(Audited)**\n \n \n**2024\n\n(Audited)**\n \n \n**2023\n\n(Audited)**\n \n\n \n \n**$**\n \n \n**$**\n \n \n**$**\n \n\nTotal\nProtection Solutions Pte Ltd (included in Trade Payable)\n \n \n690,741\n \n \n \n-\n \n \n \n517,383\n \n\nSwee\nKheng Chua\n \n \n207,551\n \n \n \n221,556\n \n \n \n405,632\n \n\n \n\nThe\nfollowing schedule describes the related parties transactions during the period for the years ended December 31, 2025 and 2024 and 2023: \n\n \n\n \n \n**Year Ended December 31,**\n \n\n \n \n**2025**\n \n \n**2024**\n \n \n**2023**\n \n\n \n \n**(Audited)**\n \n \n**(Audited)**\n \n \n**(Audited)**\n \n\n \n \n**$**\n \n \n**$**\n \n \n**$**\n \n\nSubcontracting costs\n \n \n \n \n \n \n \n \n \n\nTotal Protection Solution Pte Ltd\n \n \n6,027,928\n \n \n \n2,667,045\n \n \n \n2,504,458\n \n\niMatrix Global Pte Ltd\n \n \n-\n \n \n \n-\n \n \n \n16,403\n \n\nTotal subcontracting costs\n \n \n6,027,928\n \n \n \n2,667,045\n \n \n \n2,520,861\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nExpenses paid on behalf –Swee Kheng Chua\n \n \n34,755\n \n \n \n4,695\n \n \n \n-\n \n\nInterest income – Total Protection Solution Pte Ltd\n \n \n25,650\n \n \n \n33,285\n \n \n \n29,853\n \n\nLoan repayment - Total Protection Solution Pte Ltd\n \n \n126,318\n \n \n \n185,407\n \n \n \n71,449\n \n\n \n\nOn March 18, 2024, 20,788,886\nClass B Ordinary Shares were issued to members of our Board, executive officers or their affiliates and existing shareholders as part\nof the share-based compensation plan, with the fair value recognized through comprehensive loss. The Class B Ordinary Shares issued to\neach of them were fair valued at US$4 per share.\n\n \n\nOn\nNovember 10, 2025, the Group granted an aggregate of 4,400,000 restricted Class A ordinary shares under its 2025 Equity Incentive Plan\nto an employee and certain consultants in consideration of services rendered to the Group. Immediately after the issuance of these Class\nA ordinary shares, the Group has (i) 6,674,356 Class A ordinary shares issued and outstanding, and (ii) 20,311,112 Class B ordinary shares\nissued and outstanding.\n\n \n\n**Contractual\nObligations, Commitments and Contingencies**\n\n \n\n**Comparison\nof Fiscal Years ended December 31, 2025, 2024 and 2023**\n\n \n\nOur\ncontractual obligations as of December 31, 2025, 2024 and 2023 consist of the obligations under the lease agreements covering our\noffice space and debt.\n\n \n\n52\n\n \n\nThe\nfollowing table summarizes our lease obligations for the fiscal years ended December 31, 2025, 2024 and 2023:\n\n \n\nYear ended December 31, 2025 \nWithin\n1 year  \n1 to 5\nyears  \n>5 years  \nTotal \n\nUndiscounted lease liabilities \n 114,113  \n       214,034  \n           —  \n  328,147 \n\nInterest expense \n (12,489) \n (13,667) \n —  \n (26,156)\n\n  \n 101,624  \n 200,367  \n —  \n 301,991 \n\n \n\n**Year\nended December 31, 2024**\n \n**Within\n\n1\nyear**\n \n \n**1\nto 5\n\nyears**\n \n \n**>5 years**\n \n \n**Total**\n \n\nUndiscounted\nlease liabilities\n \n \n103,063\n \n \n \n182,499\n \n \n \n—\n \n \n \n285,562\n \n\nInterest\nexpense\n \n \n(13,625\n)\n \n \n(11,775\n)\n \n \n—\n \n \n \n(25,400\n)\n\n \n \n \n89,438\n \n \n \n170,724\n \n \n \n—\n \n \n \n260,162\n \n\n \n\n**Year\nended December 31, 2023**\n \n**Within\n1 year**\n \n \n**1\nto 5\nyears**\n \n \n**>5 years**\n \n \n**Total**\n \n\nUndiscounted\nlease liabilities\n \n \n65,160\n \n \n \n96,588\n \n \n \n—\n \n \n \n161,748\n \n\nInterest\nexpense\n \n \n(5,339\n)\n \n \n(6,506\n)\n \n \n—\n \n \n \n(11,845\n)\n\n \n \n \n59,821\n \n \n \n90,082\n \n \n \n—\n \n \n \n149,903\n \n\n \n\nThe\nfollow table summarizes our debt for the fiscal years ended December 31, 2025, 2024 and 2023:\n\n \n\n**Years\nended December 31,**\n \n**2025\n\n(Audited)**\n \n \n**2024\n\n(Audited)**\n \n \n**2023\n\n(Audited)**\n \n\nWithin\n1 year\n \n \n2,886,638\n \n \n \n3,122,678\n \n \n \n1,863,110\n \n\n1\nto 5 years\n \n \n1,923,795\n \n \n \n2,906,113\n \n \n \n2,109,538\n \n\n \n \n \n4,810,433\n \n \n \n6,028,791\n \n \n \n3,972,648\n \n\n \n\nNo\nother significant capital or commitments, long-term obligations, or guarantees as of December 31, 2025, 2024 and 2023.\n\n \n\n**Off-Balance\nSheet Commitments Arrangements**\n\n \n\nWe\nhave no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,\nchanges in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.\n\n \n\n**C.\nResearch and Development, Patents and Licenses, Etc.**\n\n \n\nPlease\nrefer to “Item 4. Information on the Company—D. Property, Plant and Equipment—Intellectual Property. \n\n \n\nWe\ndid not incur research and development expense for the fiscal year ended December 31, 2025.\n\n \n\n53\n\n \n\n**D.\nTrend Information**\n\n \n\nOther\nthan as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demand, commitments or events that\nare reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources,\nor would cause reported financial information not to be indicative of future operation results or financial condition.\n\n \n\n**E.\nCritical Accounting Estimates**\n\n \n\n**Key\nsources of estimation uncertainty**\n\n \n\nThe\nkey assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant\nrisk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are discussed below\n\n \n\n**i.\nFair value of financial instruments**\n\n \n\nFair\nvalue is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal\nor most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date.\nValuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.\nThe fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable,\nas follows:\n\n \n\nLevel\n1: Quoted prices for identical instruments in an active market;\n\n \n\nLevel\n2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and\n\n \n\nLevel\n3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a\nnet asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions\nin the same instrument nor are they based on available market data.\n\n \n\nThe\nconvertible option which is included in other financial liabilities and disclosed at Note 12 are carried at fair value classified as\nLevel 3 applying the binomial method.\n\n \n\nThe\nGroup has changed the valuation method during the initial recognition and subsequent measurement. At initial recognition in June 2024,\nthe Company used a discounted cash flow (DCF) method to value the host loan component and the embedded derivative separately, as the\nfair value of the conversion feature could not be reliably measured using market-based inputs due to the absence of an IPO and observable\nmarket data. The fair values of the Group’s fixed interest-bearing borrowings are determined using the discounted cash flow (DCF)\nmethod, applying a discount rate that represents the issuer’s borrowing rate as of the reporting period’s end. There are\nno financial instruments for which Level 1 or Level 2 fair value measurements were applied.\n\n \n\nAs\nat December 31, 2024, management changed the valuation technique to a binomial option pricing model to value the convertible note. The\nchange was made because the binomial method better reflects the optional nature of the conversion feature. On September 12, 2025, the\nconvertible loan has been converted to Class A ordinary shares.\n\n \n\n**ii.\nFair value of share-based compensation**\n\n \n\nThe\nCompany issued the Class B Ordinary Shares to members of the Board, executive officers, their affiliates, and existing shareholders.\nThe cost of the restricted shares is measured based on the fair value on the grant date.\n\n \n\nThe\nGroup applied a discounted cash flow valuation model, which incorporates key assumptions including projected future cash flows and discount\nrates. These inputs are not directly observable in the market and are classified as Level 3 inputs under IFRS 13.\n\n \n\n54\n\n \n\nIn\n2025, following the Group’s initial public offering, the fair value of equity instruments granted was determined based on quoted\nmarket prices. As such, no significant judgement or estimation uncertainty arises from the valuation of share-based payments in 2025.\n\n \n\n**iii.\nExpected credit losses assessment on trade and other receivables**\n\n \n\nThe\nexpected credit losses on trade and other receivables of the Group are estimated using a provision matrix based on the Group’s\nhistorical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment\nof both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.\n\n \n\nIn\nassessing the credit risk of the trade and other receivables, the Group takes into account qualitative and quantitative reasonable and\nsupportable forward-looking information.\n\n \n\n**G.\nSafe Harbor**\n\n \n\nSee\n“Introductory Notes—Forward-Looking Information.”"}