Exhibit 99.1
CONCORDE
INTERNATIONAL GROUP LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT JUNE 30, 2025 AND DECEMBER 31, 2024
| June 30, | December 31, | |||||||||
| Note | 2025 | 2024 | ||||||||
| USD | USD | |||||||||
| Assets | ||||||||||
| Non-current assets: | ||||||||||
| Property and equipment, net | 5 | |||||||||
| Right-of-use asset, net | 6 | |||||||||
| Intangible assets, net | 7 | |||||||||
| Other financial assets | 8 | |||||||||
| Deferred offering cost | ||||||||||
| Total non-current assets | ||||||||||
| Current assets: | ||||||||||
| Trade and other receivables | 9 | |||||||||
| Amount due from related parties | 9 | |||||||||
| Cash and cash equivalents | 10 | |||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| Equity and liabilities | ||||||||||
| Equity | ||||||||||
| Share capital | 15 | |||||||||
| Additional paid in capital | ||||||||||
| Merger reserves | ||||||||||
| Other reserves | ||||||||||
| (Accumulated Deficit)/Retained Earnings | ( | ) | ( | ) | ||||||
| Equity attributable to equity holders of the parent company | ||||||||||
| Non-controlling interests | ||||||||||
| Total equity | ||||||||||
| Liabilities | ||||||||||
| Non-current liabilities: | ||||||||||
| Lease liabilities, net of current portion | 6 | |||||||||
| Long-term debt | 11 | |||||||||
| Deferred tax liabilities | 13 | |||||||||
| Other financial liabilities | 12 | |||||||||
| Total non-current liabilities | ||||||||||
| Current liabilities: | ||||||||||
| Trade and other payables | 14 | |||||||||
| Amount due to related parties | 14 | |||||||||
| Other financial liabilities | 12 | |||||||||
| Tax payable | ||||||||||
| Lease liabilities | 6 | |||||||||
| Current maturities of long-term debt | 11 | |||||||||
| Total current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Total equity and liabilities | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
CONCORDE INTERNATIONAL GROUP LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS)/INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| Note | 2025 | 2024 | ||||||||
| Revenue | 18 | |||||||||
| Cost of revenue (exclusive of depreciation and amortization expenses shown separately below) | ( | ) | ( | ) | ||||||
| Other income | 22 | |||||||||
| Depreciation and amortization expenses | ( | ) | ( | ) | ||||||
| Employee benefit expenses | 20 | ( | ) | ( | ) | |||||
| Other expenses | 21 | ( | ) | ( | ) | |||||
| Share-based compensation | 16 | ( | ) | |||||||
| Finance costs | 23 | ( | ) | ( | ) | |||||
| Loss before tax | ( | ) | ( | ) | ||||||
| Income tax expense | 19 | ( | ) | ( | ) | |||||
| Loss for the year | ( | ) | ( | ) | ||||||
| Other comprehensive loss | ||||||||||
| Other comprehensive loss that may be reclassified to profit or loss in subsequent periods (net of tax): | ||||||||||
| Foreign currency translation | ( | ) | ||||||||
| Total comprehensive loss for the year, net of tax | ( | ) | ( | ) | ||||||
| (Loss) /Profit for the year attributable to: | ||||||||||
| Equity holders of the parent company | ( | ) | ( | ) | ||||||
| Non-controlling interests | ||||||||||
| ( | ) | ( | ) | |||||||
| Total comprehensive (loss)/income for the year attributable to: | ||||||||||
| Equity holders of the parent company | ( | ) | ( | ) | ||||||
| Non-controlling interests | ||||||||||
| ( | ) | ( | ) | |||||||
| Loss per share | ||||||||||
| Basic | 17 | ( | ) | ( | ) | |||||
| Diluted | 17 | ( | ) | ( | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
2
CONCORDE INTERNATIONAL GROUP LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| Share capital | Additional paid in capital | Merger reserve | Other reserve | Foreign currency translation reserve | (Accumulated Deficit) / Earnings | Equity attributable to owners of the parent | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | |||||||||||||||||||||||||||||
| Balance as at January 1, 2024 | | ( | ) | |||||||||||||||||||||||||||||||||
| (Loss) / Profit for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||||||
| Balance as at June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| (Loss)/Profit for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||
| Issuance of new shares | ||||||||||||||||||||||||||||||||||||
| Balance as at June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
CONCORDE INTERNATIONAL GROUP LTD.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Cash flows from operating activities | ||||||||
| Loss before tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation of property and equipment | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Amortization of intangible assets | ||||||||
| Fixed asset written off | ||||||||
| Interest expense | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Share-based compensation | ||||||||
| Fair value adjustment | ||||||||
| Operating cash flows before movements in working capital | ( | ) | ||||||
| Change in working capital: | ||||||||
| Decrease in trade and other receivables | ( | ) | ( | ) | ||||
| Increase in trade and other payables | ||||||||
| Decrease in amount due to related parties | ( | ) | ||||||
| Cash used in operations | ( | ) | ( | ) | ||||
| Income tax paid | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of property and equipment | ( | ) | ||||||
| Loan repaid from related parties | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of shares | ||||||||
| Payment of deferred offering cost | ( | ) | ||||||
| Proceeds from borrowings | ( | ) | ||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of year | ||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at end of reporting period | ||||||||
| Non-cash investing and financing activities | ||||||||
| Fair value measurement of share-based compensation | ||||||||
| Fair value adjustment for convertible loan and its derivative | ||||||||
| Initial measurement of right-of-use asset and lease liability | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | General |
Concorde International Group Ltd (“Company” or “Concorde”), was incorporated in the British Virgin Islands on May 2, 2023. The Company’s registered office is at Conyers Trust Company (BVI) Limited of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG1110. The Company’s agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.
Concorde International Group Ltd (“CIGL”), was incorporated in 2023 to acquire via Concorde International Group Pte Ltd (Singapore) the following companies, Concorde Security Pte Ltd (Singapore), Concorde Security Sdn Bhd (Malaysia), Concorde Security Limited (UK), Concorde Asia Pte Ltd (Singapore) and Berjaya Academy Pte Ltd (Singapore).
Concorde International Group Pte Ltd
(Singapore) (“CGPL”) was incorporated on June 12, 2023. On July 10, 2023,
Concorde Security Pte Ltd (Singapore)
(“CSPL”) was incorporated on June 16, 2005,
On January 1, 2019, Lek Seck
Tin (“Lek Family”) invested in exchange for an equity stake of
On November 27, 2018,
Wolfgang Steuerle and Yogeshwari A/P Subramaniam (“Wolfgang”) invested USD
On July 29, 2005, Sharifah Noriati
Binte Said Omar (“Sharifah”) was allocated
Concorde Security Sdn Bhd (Malaysia)
(“CSSB”) was incorporated in Malaysia on January 13, 2015. On October 27, 2023,
Concorde Security Limited (UK) (“CSL”)
was incorporated in the United Kingdom on December 23, 2016. On July 31, 2023,
Concorde Asia Pte Ltd (“CAPL”)
was incorporated in Singapore on October 8, 2013. On November 1, 2023,
5
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | General (cont.) |
Berjaya Academy Pte Ltd (Singapore)
(“BAPL”) was incorporated on March 6, 2020. On November 1, 2023,
Concorde i-FAST USA Inc. (Texas),
(“CiF”) was incorporated in the State of Texas on April 25, 2024. Concorde International Group Pte Ltd (Singapore)
holds
The reorganization of Concorde International Group Ltd, and its subsidiaries (collectively referred to as the “Company) was completed in November 2023. Pursuant to the reorganization, Concorde International Group Ltd, became the holding company of the companies which were under the common control of the controlling shareholder before and after the reorganization. Accordingly, the Company’s financial statements have been prepared on a consolidated basis by applying the book value method, it is as if the reorganization had been completed at the beginning of the earliest reporting period.
The Company engages principally in providing man guarding and i-Guarding services including project installation and maintenance work located in Singapore.
i-Guarding services is a technology-integrated security service implementing and utilizing technologies such as I-Facility Sprinter (“IFS”), Visitor Management Systems (VMS), Keys Management Systems (KMS), Intelligent Facility Authenticators (IFA), security turnstile facilities, Internet of Things (IoT) devices, and other smart security solutions. Man-Guarding is the provision of traditional manpower to man-operate at the customer’s site.
On April 22, 2025, the Company was
successfully listed on the NASDAQ Stock Exchange, and on April 23, 2025, it issued an aggregate of
These unaudited consolidated financial statements are presented in United States Dollars (“USD”) and have been rounded to the nearest USD.
| 2. | Adoption of new and revised Standards |
New and amended IFRS Accounting Standards that are effective for the current year
The following standards and amendments have been adopted by the Group for the first time for the financial year beginning on January 1, 2025:
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability | 1 January 2025 |
6
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Adoption of new and revised Standards (cont.) |
The adoption of amendment does not have material impact on the unaudited consolidated financial statements of the Group.
The following new standards and amendments
to standards have not come into effect for the financial year beginning January 1, 2025, and have not been early adopted
by the Group in preparing these consolidated financial statements.
| Title | Effective date | ||
| 3. | Material accounting policies |
The following is a summary of significant accounting policies used in the preparation of these unaudited consolidated financial statements.
| 3.1 | Basis of accounting |
The unaudited consolidated financial statements of Concorde have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are presented in USD.
The accounting policies used for the preparation of these unaudited consolidated financial statements are based upon the application of IFRS 1.D17, which results in assets and liabilities being measured at the same carrying amount as in the standalone financial statements of subsidiaries for the six months ended June 30, 2025 and 2024 after adjusting for consolidation and equity accounting adjustments and for the effects of the business combination in which the entity acquired the subsidiaries.
The unaudited consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows of the Group for the relevant periods include the results and cash flows of all companies now comprising the Group from the earliest date presented as if the reorganization had been completed at the beginning of the earliest reporting period.
7
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.2 | Going concern |
Pursuant to IAS 1, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
As of June 30,2025, our unaudited consolidated financial statements were prepared on the assumption that the Company would continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. In assessing the going concern, management and the Board has considered:
| a. | The Company’s cash and cash equivalents as at June 30, 2025, amounted to USD |
| b. | While revenue remained relatively stable, the increased expenses led to a decline in net profit. The Company reported a net loss of USD | |
| c. | The Company has the ability to meet its debt obligations. The Company gearing ratio decreased to |
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CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
The Company’s continuation as a going concern is dependent on the Company’s ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. While there can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, management of the Company believes that, based on considerations of above factors and its most recent projections for year 2025, the Company can meet its working capital requirements over the next 12 months.
The unaudited consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
The directors have, at the time of approving the unaudited consolidated financial statements, a reasonable expectation that the group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing consolidated financial statements.
| 3.3 | Principles of consolidation |
Pursuant to the reorganization, Concorde became the holding company for the entities that were under the common control of the controlling shareholders (the “Group”) both before and after the reorganization.
Entities under common control are entities, which are ultimately controlled by the same parties and that control is not transitory. Control exists when the same parties have, as a result of contractual agreements, ultimate collective power to govern the financial and operating policies of each of the combining entities so as to obtain benefits from their activities, and that ultimate collective power is not transitory. The financial statements of commonly controlled entities are included in the consolidated financial statements from the day that control commences until the date that control ceases.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
| (a) | Power over the investee; |
| (b) | Exposure, or rights, to variable returns from its involvement with the investee; and |
| (c) | The ability to use its power over the investee to affect its returns. |
9
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
If the Group has less than a majority of the voting of similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| (a) | The contractual arrangement with the other vote holders of the investee; |
| (b) | Rights arising from other contractual agreements; and |
| (c) | The voting rights of the Group and potential voting rights |
IFRS 3 Business combinations do not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, the Group has accounted for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of US Financial Accounting Standards Board and US Securities and Exchange Commission regulations.
Accordingly, the Group’s financial statements have been prepared on a consolidated basis by applying the Book Value method as if the reorganization had been completed at the beginning of the earliest reporting period.
The Group recorded assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferee’s standalone financial statements, and to have the consolidated statement of financial position, consolidated statement of profit or loss, and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows that reflect the results of combining entities for all periods presented for which the entities were under the transferor’s common control, irrespective of when the combination takes place.
Any difference between the consideration paid and the share capital and capital reserves of the “acquired” entity is reflected within equity as merger reserve. The statement of profit or loss and other comprehensive income reflects the results of the entities for the full year, irrespective of when the combination takes place. Comparatives are presented as if the entities had always been combined since the date the entities had come under common control.
10
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
Intercompany balances, transactions, income and expenses are eliminated in the consolidated financial statements.
Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred, and the services are received.
Non-controlling interests, if any, represent equity in subsidiaries that are not attributable, directly or indirectly, to owners of the parent, and is presented separately in the consolidated statement of profit or loss and other comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the financial year/ period are included in the statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
Transaction under common control entities
Under common control entities represent
those entities are controlled by Swee Kheng Chua and Ping Ping Lim. The Group determines the allowance for its receivable from controlling
shareholders based on historical collection experience and economic conditions. The Company writes-off receivable when amounts are deemed
uncollectible.
| Name of subsidiaries | Date of incorporation | Principal activities | Relationship with the Group | |||
11
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.4 | Revenue recognition |
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
The Group recognizes revenue from contracts with customers for the sale of goods based on the five-step model as set out below:
| (i) | Identify contract(s) with a customer. A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria that must be met. |
| (ii) | Identify performance obligations in the contract. A performance obligation is a promise in a contract with a customer to transfer a good or service to the customer. |
| (iii) | Determine the transaction price. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. |
| (iv) | Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one performance obligation, the Group allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Group expects to be entitled in exchange for satisfying each performance obligation. |
| (v) | Recognize revenue when the Group satisfies a performance obligation. |
Revenue is recognized when the Company satisfies a performance obligation by transferring promised goods or services to the customer, which is when the customer obtains control of the goods or services.
A performance obligation may be satisfied at a point in time or over time.
Performance obligations satisfied over time
A performance obligation is satisfied over time when an entity transfers control of a good or service over a period. This occurs when one of three conditions is met: (a) the customer simultaneously receives and consumes the benefits provided by the entity’s performance; (b) the entity’s performance creates or enhances an asset that the customer controls during creation or enhancement; or (c) the entity’s performance does not result in an asset with an alternative use, and there exists an enforceable right to payment for the performance completed to date.
In providing round-the-clock security manning, the customer simultaneously receives and consumes the benefits of the company’s performance. Therefore, the nature of the service sales is recognized over time, on a monthly billing cycle basis.
12
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
An asset created by an entity’s performance lacks an alternative use if contractual or practical restrictions prevent the entity from redirecting it during creation or completion. This assessment is fixed at contract inception and can only be revised if a contract modification substantially alters the performance obligation with mutual agreement from the parties involved. In providing installation solely as a prerequisite to our patent-protected service at the customer’s site, the customer will not have an alternate use for such installation. Performance obligations are satisfied over time, primarily through the provision of service sales.
Right to payment for performance completed to date, an entity considers both contractual terms and applicable laws. This right does not necessarily specify a fixed amount but must ensure that the entity is compensated for work completed if the contract is terminated for reasons unrelated to the entity’s performance failure. Customers have entered into a contract with the Company that does recurring monthly billing, securing the Company’s right to payment for services rendered as they are consumed.
Performance obligations satisfied at a point in time
In cases where a performance obligation is not satisfied over time, it is fulfilled at a specific point in time. This determination relies on factors including the entity’s present right to payment, the transfer of legal title, physical possession of the asset by the customer, the transfer of significant risks and rewards of ownership, and the customer’s acceptance of the asset. Consideration of these indicators, alongside the control requirements outlined in the standard, helps determine when control of the asset is transferred, and the performance obligation is satisfied.
In the provision of installation at customer’s site amounting to creation of assets where customer has an alternative use. Such installation’s performance obligation are satisfied at the point in time.
The amount of revenue recognized is the amount allocated to the satisfied performance obligation under IFRS 15 Revenue from Contracts with Customers (“IFRS 15”).
Some contract(s) with customers include a variable consideration where revenue is recognized based on key performance indicators (“KPI”) assessed by the Company and the customer. Revenue is recognized on the percentage of KPI on contracted monthly fees.
| (a) | Man Guarding Services |
Revenue from a contract to provide man guarding services is recognized over time, using the output method to measure progress towards complete satisfaction of the service, as the customer simultaneously receives and consumes the benefits provided by the Company. In the applicable of the output method, the Company has used the appraisal of results achieved method. Accordingly, in view of the nature of the service income on a contract basis, management considers that this output method is most appropriate in measuring the progress towards complete satisfaction of these performance’s obligation.
13
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies(cont.) |
| (b) | I-Guarding Services (including installation and maintenance services) |
I-Guarding Services is a comprehensive technology-integrated package of round-the-clock ongoing security monitoring and maintenance services, the service is consumed continuously and revenue is recognized over time through monthly invoicing.
The Company sells a range of products such as closed-circuit cameras, turnstiles, gates, authenticators, and cabling, and provides installation services for these products.
In the case, where the installation is part of a comprehensive package that includes monthly security monitoring and maintenance services, revenue is recognized over time as these services are consumed. This installation is a prerequisite for our comprehensive package, involving continuous service and maintenance of the installed facilities by the company. Therefore, the setup of these facilities constitutes a continuous performance obligation, inseparable from the provision of security services.
In the case, where the
installation is part of a security setup without ongoing monthly security monitoring or maintenance services, revenue is recognized
at a point in time upon completion of installation and acceptance by customers. This recognition occurs when control of the goods is
transferred to the customers, in accordance with the agreed terms, and significant risks and rewards of ownership have been passed
to them. Such service denotes a small portion of the total i-guarding services sales. The point-in-time sales are for six month
ended 2025, and
| (c) | Training |
Training income is recognized at the time when such services have been performed and rendered.
| (d) | Licensing fee and vehicle rental income |
Licensing and vehicle rental income is recognized at the time when such services have been performed and rendered. This income is generated from related companies within the Group and the amount was eliminated in the consolidated financial statements.
| 3.5 | Cost of revenues (exclusive of depreciation and amortization shown separately) |
Cost of revenues mainly consists of service costs, sub-contracting cost, salaries, consumables and others excluding depreciation and amortization expenses which is shown separately.
| 3.6 | Government grants |
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached conditions.
14
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.7 | Leases — The Group as lessee |
With reference to IFRS 16, the group assesses whether a contract is, or contains, a lease, at inception of the contract. The group recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the group recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the group uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
| ● | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable |
| ● | Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date |
| ● | The amount expected to be payable by the lessee under residual value guarantees |
| ● | The exercise price of purchase options, if the lessee is reasonably certain to exercise the options |
| ● | Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease |
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the lessee’s incremental borrowing rate.
The Company generally uses the incremental borrowing rate as the discount rate. To determine the incremental borrowing rate, the Company obtains a reference rate and makes certain adjustments to reflect the terms of the lease and the asset leased.
15
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
Lease payments included in the measurement of the lease liability comprise:
| ● | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable |
| ● | Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date |
| ● | The amount expected to be payable by the lessee under residual value guarantees |
| ● | The exercise price of purchase options, if the lessee is reasonably certain to exercise the options |
| ● | Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable |
| ● | Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date |
| ● | The amount expected to be payable by the lessee under residual value guarantees |
| ● | The exercise price of purchase options, if the lessee is reasonably certain to exercise the options |
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
| ● | The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. |
| ● | The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). |
| ● | A lease contract is modified, and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. |
The Group did not make any such adjustments during the periods presented.
The Company recognizes a right-of-use asset and lease liability at the lease commencement date for all lease arrangement for which the Company is the lessee, except for leases which have lease term of 12 months or less and leases of low value assets for which the Company applied the recognition exemption allowed under IFRS 16 Leases (“IFRS 16”). For these leases, the Company recognizes the lease payment as an operating expense on a straight-line basis over the term of the lease.
16
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term. When the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. The right-of-use asset is also reduced by allowances for expected credit losses, if any, and adjusted for certain remeasurements of the lease liability, where applicable.
The group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property and Equipment’ policy.
Where a contract contains more than one lease component, the Company allocates the consideration in the contract to each lease component on the basis of the relative standalone price of the lease component. Where the contract contains non-lease components, the Company applied the practical expedient to not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.
| 3.8 | Borrowing costs |
All borrowing costs are recognized in statements of profit or loss and other comprehensive income in the period in which they are incurred.
| 3.9 | Defined Contribution Plan |
Payments to defined contribution retirement plans are recognized as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managed retirement plans are accounted for as payments to defined contribution plans where the group’s obligations under the plans are equivalent to those arising in a defined contribution retirement plan.
| 3.10 | Taxation |
The income tax expense represents the sum of current and deferred income tax expense.
Current tax
The tax currently payable is based on taxable profit for the year.
17
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realized based on tax laws and rates that have been enacted or substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.
Current tax and deferred tax for the year
Current and deferred tax are recognized in profit or loss and other comprehensive income, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Goods and services tax (GST)
Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognized as part of the cost of acquisition of the asset or as part of the expense.
18
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.
| 3.11 | Foreign currency transactions and translation |
Foreign currency transactions are translated into the Company’s functional currency at the exchange rates prevailing on the date of the transaction. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rate prevailing at the end of the financial year. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the year. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the year except for differences arising on retranslation of non-monetary items, any exchange component of that gain or loss is also recognized directly in other comprehensive income.
| 3.12 | Property and equipment |
All items of property and equipment are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset in accordance to IAS 16 Property and Equipment.
After initial recognition, property and equipment are stated at cost less accumulated depreciation and accumulated impairment, if any
Depreciation is recognized so as to write off the cost less their residual values over their useful lives, using the straight-line method, on the following bases:
| Estimated useful life | ||||
| Furniture and Fittings | ||||
| Office equipment | ||||
| Building | ||||
| Motor Vehicles | ||||
| Security Equipment | ||||
| Renovation |
19
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
| 3.13 | Intangible assets |
| 3.13.1 | Internally generated intangible assets |
In accordance to IAS 38 Intangible assets, expenditure on research activities is recognized as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following conditions have been demonstrated:
| ● | The technical feasibility of completing the intangible asset so that it will be available for use or sale |
| ● | The intention to complete the intangible asset and use or sell it |
| ● | The ability to use or sell the intangible asset |
| ● | How the intangible asset will generate probable future economic benefits |
| ● | The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset |
| ● | The ability to measure reliably the expenditure attributable to the intangible asset during its development |
| ● | amount of the asset and is recognized in statement of profit or loss and other comprehensive income. |
| (a) | Research and development |
Expenditure on research activities is recognized as an expense in the period in which it is incurred. Where no internally generated intangible asset can be recognized, development expenditure is charged to profit or loss and other comprehensive income in the period in which it is incurred. Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment loss, on the same basis as intangible assets acquired separately. These costs are amortized to profit or loss and other comprehensive income over their estimated use of lives of 3 years.
| (b) | Patent and trademarks |
Patents and trademarks are measured initially at purchase cost and are amortized on a straight-line basis over their useful lives.
20
CONCORDE INTERNATIONAL
GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.13.2 | Intangible assets acquired separately |
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization. Amortization is recognized on a straight-line basis over 3 years period which are disclosed in note 7.
| (a) | Software |
Software are measured initially at purchase cost and are amortized on a straight-line basis over a 3 year period.
Amortization is recognized on a straight-line basis over their estimated useful lives which are disclosed as follows:
| Intangible asset | Useful lives | |||
| Patent | ||||
| Trademark | ||||
| Research and development | ||||
| Software |
The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss and other comprehensive income when the asset is derecognized.
| 3.14 | Impairment of property and equipment and intangible assets |
With reference to IAS 36, at each reporting date, the group reviews the carrying amounts of its property and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
21
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss and other comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognized in profit or loss and other comprehensive income.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss and other comprehensive income to the extent that it eliminates the impairment loss which has been recognized for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.
| 3.15 | Cash and cash equivalents |
In the consolidated statement of financial position, cash and bank balances comprise cash and cash equivalents. Cash equivalents are short-term (generally with original maturity of three months or less), highly liquid investments that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
Bank balances for which use by the group is subject to third party contractual restrictions are included as part of cash unless the restrictions result in a bank balance no longer meeting the definition of cash.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
| 3.16 | Financial instruments |
Financial assets and financial liabilities are recognized in the group’s consolidated statement of financial position when the group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss and other comprehensive income.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
22
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.16 | Financial instruments |
All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are measured subsequently at amortized cost:
| ● | The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows. |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Other financial asset
Under IFRS 9, the insurance contract is recognized as a financial asset.. In accordance to IFRS9 paragraph 4 classification of financial asset, two key criteria are assessed for further classification: the entity’s business model for managing the assets and the contractual cash flow characteristics. Financial assets can be classified into three categories: Amortized Cost for those held to collect cash flows that are solely payments of principal and interest; Fair Value Through Other Comprehensive Income (FVOCI) for assets held to collect cash flows and for selling, also with solely payments of principal and interest; and Fair Value Through Profit or Loss (FVPL) for assets that do not meet the criteria for the first two categories. This classification ensures that financial assets are measured and reported in a way that accurately reflects their economic substance. The insurance contract is not classified as a financial asset for collecting contractual cash flows through compensation for the life insured. Since the contract does not represent solely the payment of principal and interest, it fails the SPPI (Solely Payments of Principal and Interest) test. Therefore, it will be recognized at fair value through profit and loss in subsequent reporting periods.
Other financial assets includes a keyman
insurance keyman insurance policy was purchased by the company for a department head, who is a family member of Swee Kheng Chua. $
Foreign exchange gains and losses
The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. The exchange differences are recognized in the statement of profit or loss and other comprehensive income.
Impairment of financial assets
The group recognizes a loss allowance for expected credit losses on investments in debt instruments that are measured at amortized cost. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
23
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.16 | Financial instruments |
The group always recognizes lifetime expected credit losses (ECL) for trade and other receivables. The expected credit losses on these financial assets are estimated using a provision matrix based on the group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
For all other financial instruments, the group recognizes lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
Derecognition of financial assets
The group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the group are recognized at the proceeds received, net of direct issue costs.
24
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.16 | Financial instruments |
Financial liabilities
All financial liabilities are measured subsequently at amortized cost using the effective interest method.
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for trading, or (iii) designated as at FVTPL, are measured subsequently at amortized cost using the effective interest method.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortized cost of a financial liability.
Derecognition of financial liabilities
The group derecognizes financial liabilities when, and only when, the group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability recognized and the consideration paid and payable is recognized in profit or loss.
| 3.17 | Provisions and contingent liabilities |
With reference to IAS 37, provisions are recognized when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
A contingent liability is a possible obligation that arises from past events whose existence would be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources would be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the consolidated financial statements (Refer Note 25 to the unaudited consolidated financial statements).
25
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.18 | Earnings/(Loss) per share |
Basic earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to the controlling interest, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings/(loss) per share
Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings/(loss) per share to take into account the after-tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
| 3.19 | Foreign currency translation |
The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of CGPL, CSPL, BAPL and CAPL is the SGD. The functional currency of CIGL is the U.S. dollar (“USD). The functional currency of CSSB is Malaysia Ringgit(“MYR”). The functional currency of CSL is Great Britain Pound (“GBP”).
For the subsidiaries whose functional currency is the MYR and GBP dollar, profit or loss and other comprehensive income and cash flows are translated at the average exchange rates during the reporting periods, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the statements of financial position. Translation adjustments resulting from the process of translating the local currency financial statements into USD are included in comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated statement of financial position’s date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in profit or loss as incurred.
| 3.20 | Deferred offering costs |
Deferred Offering Costs consists of legal, accounting, underwriter’s fees, and other costs incurred through the balance date that are directly related to the proposed Initial Public Offering (IPO) and that would be charged to equity upon completion of the proposed IPO. Should the proposed IPO prove unsuccessful, deferred costs and additional expenses to be incurred would be charged to the statement of profit or loss.
26
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Material accounting policies (cont.) |
| 3.21 | Reportable segments |
The Group’s chief executive officer (the Chief Operating Decision Maker or CODM) is responsible for resource allocation and performance assessment. Operating segments are determined using the management approach, based on internal reporting reviewed monthly by the CODM for decision-making and evaluation.
Based on management’s assessment,
the Group has determined that it has
Information about reportable segment
| Security Services | Training School | Unallocated | Total | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| June 30, 2025 | ||||||||||||||||
| Segment revenue | ||||||||||||||||
| Segment Profit / (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Security Services | Training School | Unallocated | Total | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| June 30, 2024 | ||||||||||||||||
| Segment revenue | ||||||||||||||||
| Segment Profit / (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
Geographic allocation
All business units of the Group are operating
in Singapore. The Group allocates revenue based on the location of the customer. The geographic revenue generates majority from Singapore
less than
| 3.22 | Share-based compensation |
The Company issued restricted shares to members of the Board, executive officers, their affiliates, and existing shareholders. The cost of the restricted shares is measured based on the fair value on the grant date.
The granted shares were measured in accordance with IFRS2 of fair value at grant date. The company utilizes the unlevered discounted cash flow method to determine the fair value of restricted share at the grant date considering the dilutive effect of restricted share, which is a level 3 input of IFRS 13.
27
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Critical accounting judgements and key sources of estimation uncertainty |
In applying the group’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognized and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources in accordance with IFRS 1 First-time Adoption of International Financial Reporting Standards. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are discussed below:
| i. | Estimated useful lives of property and equipment |
The Group reviews annually the estimated useful lives of property and equipment based on factors such as business plans and strategies, expected level of usage and future technological developments. It is possible that future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. The carrying amounts of the Group’s property and equipment are disclosed in Note 5 of the unaudited consolidated financial statements.
| ii. | Expected credit losses assessment on trade and other receivables |
The expected credit losses on trade and other receivables of the Group are estimated using a provision matrix based on the group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
In assessing the credit risk of the trade and other receivables, the group takes into account qualitative and quantitative reasonable and supportable forward-looking information.
28
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Critical accounting judgements and key sources of estimation uncertainty (cont.) |
| iii. | Provision for accrued expenses |
The Group recognized the provisions according to the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. In assessing the provision, the group takes into account qualitative and quantitative reasonable and supportable forward-looking information.
| iv. | Contingent liabilities |
The disclosure of contingent liabilities requires the management to assess the probability of the outflow of resources required to settle the obligation arising from legal cases as disclosed in Note 25 to the consolidated financial statements. In assessing probability of the contingent liabilities, the group takes into account qualitative and quantitative information including penal solicitors’ opinion on the relevant cases.
| v. | Estimated useful lives of intangible assets |
The Group reviews annually the estimated useful lives of intangible assets based on factors such as business plans and strategies, expected level of usage and future technological developments. It is possible that future results of operations could be materially affected by changes in these estimates brought about by changes in the factors mentioned. The carrying amounts of the Group’s intangible assets are disclosed in Note 7 of the consolidated financial statements.
29
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Critical accounting judgements and key sources of estimation uncertainty (cont.) |
| vi. | Fair value of financial instruments |
Fair value 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 or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
The convertible option which is included in other financial liabilities and disclosed at Note No. 12 are carried at fair value classified as Level 3 applying the binomial method.
The Group has change the valuation method during the initial recognition and subsequent measurement. At initial recognition in June 2024, the Company used a discounted cash flow (DCF) method to value the host loan component and the embedded derivative separately, as the fair value of the conversion feature could not be reliably measured using market-based inputs due to the absence of an IPO and observable market data. The fair values of the Group’s fixed interest-bearing borrowings are determined using the discounted cash flow (DCF) method, applying a discount rate that represents the issuer’s borrowing rate as of the reporting period’s end. There are no financial instruments for which Level 1 or Level 2 fair value measurements were applied.
As at December 31, 2024, management changed the valuation technique to a binomial option pricing model to value the embedded derivative component of the convertible note. The change was made because the binomial method better reflects the optional nature of the conversion feature.
The following table summarize the Company’s fair value measurements by level at June 30, 2025 for the assets measured at fair value on a recurring basis:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Financial liabilities | ||||||||||||||||
| Other financial liability | ||||||||||||||||
30
CONCORDE INTERNATIONAL
GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 5. | Property and equipment |
| Building | Security equipment | Motor vehicle | Renovation | Office equipment | Furniture and fittings | Total | ||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Additions | - | |||||||||||||||||||||||||||
| Currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Additions | - | |||||||||||||||||||||||||||
| Write-off | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||
| Accumulated Depreciation | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| Currency translation adjustments | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||
| Write-off | - | ( | ) | ( | ) | - | - | - | ( | ) | ||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||||||||||
| Net book value | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| At June 30, 2025 |
31
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 5. | Property and equipment (cont) |
As at June 30, 2025 and December 31, 2024, the Group’s building with carrying amount of and , respectively are mortgaged to secure the Group’s debt and certain credit facilities granted from banks.
The carrying value of security
equipment held under finance lease obligation as at June 30, 2025 is (December 31, 2024: USD
As at June 30, 2025, the Group has security equipment with a carrying amount of that is currently idle and not in use for operations. Accordingly, these assets are not subject to depreciation during the financial year. Management will continue to assess the status and future use of these assets on a regular basis.
There was impairment of fixed assets recorded for the six months ended June 30, 2025 and December 31, 2024.
| 6. | Leases |
Right-of-use assets
The Group entered into a tenancy arrangement
with Housing Development Board to renew the tenancy of the Premises for a term of
The
Group purchased security equipment at cost amounting to (2024: USD
The carrying amounts of right-of-use assets are as below:
| Office premise | Security equipment | Total | ||||||||||
| USD | USD | USD | ||||||||||
| At January 1, 2024 | ||||||||||||
| Addition | ||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||
| At December 31, 2024 | ||||||||||||
| Addition | ||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation | ||||||||||||
| At June 30, 2025 | ||||||||||||
32
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 6. | Leases (cont.) |
| Operating Lease |
Finance Lease |
Total | ||||||||||
| USD | USD | USD | ||||||||||
| Lease liabilities | ||||||||||||
| At January 1, 2024 | ||||||||||||
| Foreign currency translation | ( |
) | ( |
) | ( |
) | ||||||
| Addition during the year | ||||||||||||
| Lease payments | ( |
) | ( |
) | ( |
) | ||||||
| Accretion of interest | ||||||||||||
| At December 31, 2024 | ||||||||||||
| Foreign currency translation | ||||||||||||
| Addition during the year | ||||||||||||
| Lease payments | ( |
) | ( |
) | ( |
) | ||||||
| Accretion of interest | ||||||||||||
| At June 30, 2025 | ||||||||||||
| June 30, 2025 |
December 31, 2024 |
|||||||
| USD | USD | |||||||
| Represented by: | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
Lease liabilities were measured at
the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate. The weighted average
incremental borrowing rate applied to new leases during six months ended June 30, 2025, and December 31, 2024 were
The following table summarizes the maturity of lease liabilities:
| Six-month ended June 30, 2025 | Within 1 year | 1 to 5 years | >5 years | Total | ||||||||||||
| Undiscounted lease liabilities | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Year ended December 31, 2024 | Within 1 year | 1 to 5 years | >5 years | Total | ||||||||||||
| Undiscounted lease liabilities | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
33
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Intangible assets |
| Research and development | Software | Patents | Trademark | Total | ||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||
| Cost | ||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||
| Additions | - | - | ||||||||||||||||||
| Currency translation adjustments | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| At December 31, 2024 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||
| Accumulated amortization | ||||||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Currency translation adjustments | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| At December 31, 2024 | ||||||||||||||||||||
| Amortization | - | - | ||||||||||||||||||
| Currency translation adjustments | ||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||
| Net book value | ||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||
| At June 30, 2025 | ||||||||||||||||||||
There was
34
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 8. | Other financial assets |
| June 30, 2025 |
December 31, 2024 |
|||||||
| USD | USD | |||||||
| Keyman insurance | ||||||||
| Advance to supplier | ||||||||
Advances to supplier pertain to credit notes issued by the supplier. The credit notes raised as compensation for the unsatisfactory of their services. These credit notes were partially offset against current purchases but could not be fully utilized as at the reporting date. The remaining balance will be fully utilized and offset against future purchases.
| 9. | Trade and other receivables |
| June 30, 2025 |
December 31, 2024 |
|||||||
| USD | USD | |||||||
| Trade receivables | ||||||||
| Third parties (refer note a below) | ||||||||
| Less: Allowances for expected credit losses | ( |
) | ( |
) | ||||
| Trade receivables, net | ||||||||
| Ageing analysis of trade receivables | ||||||||
| Not past due | ||||||||
| Up to 60 days | ||||||||
| 60 to 365 days | ||||||||
| Over 1 year | ||||||||
| Other receivables | ||||||||
| Amount due from related parties (refer note 24) | ||||||||
| Government grant receivable | ||||||||
| Advance to employees | ||||||||
| Deposit recoverable | ||||||||
| Other receivables | ||||||||
| Prepayments | ||||||||
| Total trade and other receivables | ||||||||
| a. | Included in trade receivables are unbilled revenue amounting to USD |
| b. | Prepayments are mainly related to 24-month agreements on consultancy services engaged to support global market business development. |
| c. | Trade receivables are non-interest bearing and are generally on 30 days’ terms. |
35
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 9. | Trade and other receivables (cont.) |
| c. |
| Weighted- average expected |
June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| credit loss rate |
Gross carrying amount |
Allowance for expected credit losses |
Gross carrying amount |
Allowance for expected credit losses |
||||||||||||||||
| Customers’ characteristics | USD | USD | USD | USD | ||||||||||||||||
| Low risk | % | |||||||||||||||||||
| Loss | % | |||||||||||||||||||
| d. |
June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Balance at January 1 | ||||||||
| Provision written off | ( | ) | ||||||
| Impairment during the year | ||||||||
| Exchange differences | ( | ) | ||||||
| Balance at June 30 / December 31 | ||||||||
| e. | Government grants receivables are pre-approved government grants granted to customers for adoption of digitalization. Such grant is directly disbursed to Concorde. |
| f. | The trade and other receivables are denominated in the local currency of the Group operates in. |
| g. | The government grant receivables is in relation to approved innovation project implemented. There are no unfulfilled conditions or other contingencies attaching to this grant. |
| 10. | Cash and cash equivalents |
June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Cash on hand | ||||||||
| Cash at bank | ||||||||
| Total cash and cash equivalents | ||||||||
36
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Debt |
June 30, 2025 | December 31, 2024 | |||||||
| USD | USD | |||||||
| Loan 1 – Property loan | ||||||||
| Loan 2 – Bridge loan | ||||||||
| Loan 3 – Bridge loan | ||||||||
| Loan 4 – Money market loan | ||||||||
| Loan 5 – Property loan | ||||||||
| Loan 6 – Convertible note | ||||||||
| Loan 7 – Business Venture loan | ||||||||
| Represented by: | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
| a. | The details of the bank borrowings are as follows: |
Loan 1 with a carrying amount of USD
Loan 2 with a carrying amount of USD
Loan 3 with a carrying amount of USD
Loan 4 with a carrying amount of
USD
Loan 5 with a carrying amount of USD
37
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Debt (cont.) |
As at December 31, 2024, the Group did not meet certain financial covenants associated with Loan 5. Despite the breach, no default event has been triggered. Management assessed that based on the Group’s continued strong operational performance, timely payments to date, and the ongoing positive relationship with the lender, no demand for immediate repayment is expected. The lender has not indicated any intention to enforce its rights under the covenant breach. Accordingly, the loan continues to be classified as a non-current liability as at the reporting date.
Loan
6 with a carrying amount of USD
Loan 7 with carrying amount of
USD
| b. | Debt are classified as financial liabilities and are measured at amortized costs. |
| c. | Loan 1 to 5 and 7 are denominated in Singapore Dollar. Loan 6 is denominated in USD. |
| d. | At the end of the reporting period, all debt were on fixed rate. However, the bank has the discretion to revise the interest at sole discretion of the bank. |
Convertible notes
On June 10, 2024, Softbank
Robotics Singapore Pte Ltd subscribed to a USD
On September 12, 2025, the convertible
note was converted into
On June 14, 2024, Concorde Security
Pte Ltd secured a
38
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Debt (cont.) |
Subsequent to the completion of the listing on Nasdaq on April 28, 2025, the Company does not intend to pursue an IPO in any of the secondary markets outside the U.S., and the Bank will only exercise the call option in the event of a secondary offering outside the U.S. or a private sale. A Board resolution dated April 30, 2025, confirms that no secondary offering will be undertaken in other markets for the next five years. The Company is also in discussions with the Bank to cancel the call option.
| 12. | Other financial liability |
Included in the other financial liability
is liability arising from the convertible note with a
| USD | ||||
| Balance as at January 1, 2024 | ||||
| Inception on June 28, 2024* | ||||
| Fair value changes through profit or loss | ||||
| Exchange differences | ||||
| Balance as at December 31, 2024 | ||||
| Fair value changes through profit or loss | ||||
| Exchange differences | ||||
| Fair value as at June 30, 2025 ** | ||||
On September 12, 2025, the convertible note was converted into 259,082 of Class A ordinary shares at the initial public offering (“IPO”) price. Upon conversion, the other financial liability will be derecognized. The principal and all accrued but unpaid interest were settled through the issuance of shares. (as per Note 28)
| * | |
| ** | Valued using binomial method |
| 13. | Deferred tax liabilities |
The following are the major deferred tax liabilities and assets recognized by the group and movements thereon during the current and prior reporting period.
| June 30, 2025 |
Exchange differences |
December 31, 2024 |
||||||||||
| USD | USD | USD | ||||||||||
| Deferred tax liabilities: | ||||||||||||
| Deductible temporary differences | ( |
) | ( |
) | ( |
) | ||||||
| Deferred tax assets: | ||||||||||||
| Unutilized tax credits | ||||||||||||
| Net deferred tax liabilities | ( |
) | ( |
) | ( |
) | ||||||
39
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Trade and other payables |
| June 30, 2025 |
December 31, 2024 |
|||||||
| USD | USD | |||||||
| Trade payables | ||||||||
| Third parties | ||||||||
| Other payables and accruals | ||||||||
| Amounts due to related parties (refer note 24) | ||||||||
| Other payables | ||||||||
| GST payable | ||||||||
| Accrued expense | ||||||||
| Total trade and other payables | ||||||||
Trade payables are unsecured, interest
free and have an average payment term of
| 15. | Equity |
| June 30, 2025 |
June 30, 2025 |
December 31, 2024 |
December 31, 2024 |
|||||||||||||
| Par Value Per Share |
Number of shares |
Par Value Per Share |
Number of shares |
|||||||||||||
| USD | USD | |||||||||||||||
| Share capital | ||||||||||||||||
| Authorized shares | ||||||||||||||||
| Class A Ordinary Shares | ||||||||||||||||
| Class B Ordinary Shares | ||||||||||||||||
| Issued and outstanding shares | ||||||||||||||||
| Class A Ordinary Shares | ||||||||||||||||
| Class B Ordinary Shares | ||||||||||||||||
40
CONCORDE INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 15. | Equity (cont.) |
The
Company was incorporated under the laws of the British Virgin Islands on May 2, 2023. The original authorized share capital of the
Company was USD
On
March 14, 2024, the Company sub-divided, re-designated and reclassified the
| (i) |
| (ii) |
| (iii) | The Company further reclassified the shares into (i) |
On
April 22, 2025, the Company was successfully listed on the NASDAQ Stock Exchange, and on April 23, 2025, it issued an aggregate of
On
11 June 2025,
Equity
The shareholders’ equity structure as of December 31, 2023 and 2022 are presented after giving retrospective effect on January 1, 2022 to the reorganization of the Company that was under common control and completed on November 3, 2023. Immediately before and after reorganization, the Company, together with its subsidiaries, were effectively controlled by the same shareholders; therefore, for accounting purposes, the reorganization was accounted for as a recapitalization.
| a. | Merger reserves |
The merger reserves represent the differences between the consideration paid and the share capital and capital reserves of the subsidiaries acquired under common control.
| b. | Other reserves |
Other reserves represent reserves arising from bad debt of merger for the subsidiaries acquired under common control and foreign currency exchange translation reserve, which is used to record the foreign currency exchange differences arising from the translation of the consolidated financial statement of foreign subsidiaries whose functional currency is different from that of the presentation currency of the Group.
41
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 16 | Share-based Compensation |
On
March 18, 2024, the Company has further issued
The
granted shares were measured in accordance to IFRS2 of fair value at grant date. The Company utilizes the unlevered discounted cash flow
method to determine the fair value of restricted share at the grant date , which is a level 3 input of IFRS 13. The Company utilized
the unlevered discounted cash flow method, analyzing growth projections and benchmarking against comparable companies. The Company discounted
the projected unlevered free cash flows for the next
The
shares were fair valued at USD
| Shareholder | Class B
Ordinary Shares | Fair value of share-based compensation | ||||||
| USD | ||||||||
| Swee Kheng Chua(1), (2), (3) | ||||||||
| Terence Wing Khai Yap(1), (2), (3) | ||||||||
| Sze Yin Ong(1), (2), (3) | ||||||||
| Sharifah Noriati Binte Said Omar(1), (2), (3) | ||||||||
| Ping Ping Lim(1), (2), (3) | ||||||||
| Jia Wei Chua, (2), (3) | ||||||||
| Meang Fai Pang(4) | ||||||||
| Weilekai Investments Pte Ltd(3) | ||||||||
| 1) |
| 2) |
| 3) |
| 4) |
42
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 17. | Earnings/(Loss) per share |
| (a) |
June 30, 2025 | June 30, 2024 | |||||||
| Loss attributable to equity holders of the parent (USD) | ( | ) | ( | ) | ||||
| Weighted average number of ordinary shares outstanding | ||||||||
| Basic loss per ordinary share (USD) | ( | ) | ( | ) | ||||
| (b) | Diluted earnings/(loss) per ordinary share |
The Group has issued a convertible note as disclosed under Note 10. The note was exercised and was converted into 259,082 of Class A ordinary shares at the initial public offering (“IPO”) price on September 12, 2025 as per disclosed in the subsequent event.
In
connection with the underwriter of the IPO, the Group also issued representative’s warrants (warrants for the underwriter) under
an Underwriting Agreement as part of the total underwriting compensation, enabling the underwriter to subscribe for shares of the Company
with an expiry period of
Including the effects of convertible notes and warrants would reduce the loss per share which is anti-dilutive. For the reporting periods, the Company has incurred a net loss. Accordingly, those potential shares are excluded from the diluted earnings per share calculation. Therefore, for those periods, basic and diluted loss per share are the same.
| 18. | Revenue |
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Type of goods or services | ||||||||
| I-Guarding Services | ||||||||
| Man Guarding Services | ||||||||
| Others | ||||||||
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Timing of transfer of goods or services | ||||||||
| At a point of time | ||||||||
| Over time | ||||||||
43
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 19. | Income tax expenses |
The components of income tax provision are:
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Current income tax expense | ||||||||
| Deferred income tax expense | ||||||||
| Total income tax expenses | ||||||||
A reconciliation between income tax expense and the product of accounting loss multiple by the applicable corporate tax rate for the reporting periods ended June 30, 2025 and 2024 were as follows:
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Tax calculated at statutory rate of | ( | ) | ( | ) | ||||
| Differences arise from tax rate in different jurisdiction | ||||||||
| Income not subject to tax | ( | ) | ( | ) | ||||
| Expense not deductible for tax purpose | ||||||||
| Recognition of timing difference | ( | ) | ||||||
| Utilization of tax benefit | ( | ) | ||||||
| Deferred tax assets previously not recognized, net of foreign exchange fluctuation | ||||||||
| Others | ||||||||
In
Singapore context, the realization of future income tax benefits from unabsorbed tax losses will only be obtained if the Company derives
future assessable income of sufficient amount to enable the benefits of the deductions to be realized and the Company continues to comply
with the conditions for deductibility imposed by the law. There were tax benefits of USD
44
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 20. | Employee benefits expenses |
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Directors’ emoluments | ||||||||
| Directors’ fee | ||||||||
| Short term employment benefits | ||||||||
| Defined contribution plan | ||||||||
| Other employee benefits | ||||||||
| 21. | Other expenses |
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Bad debt allowance | ||||||||
| Professional fees | ||||||||
| Distribution expenses | ||||||||
| Office expenses | ||||||||
| Rental expenses | ( | ) | ||||||
| Fair value adjustment* | ||||||||
| Others | ( | ) | ||||||
| * |
| 22. | Other income |
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Receipt of government grants | ||||||||
| Interest income | ||||||||
| Compensation received* | ||||||||
| Others | ||||||||
| Total other income | ||||||||
| * |
45
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 23. | Finance costs |
Six months ended June
30, | Six months ended June
30, | |||||||
| USD | USD | |||||||
| Interest on debts and borrowings | ||||||||
| Interest on lease liabilities | ||||||||
| Total finance costs | ||||||||
| 24. | Related party transactions |
The table below sets forth the major related parties and their relationships with the Group as at the end of the reporting period:
| Name of related parties | Relationship with the Company | |
| Concorde Global I Pte Ltd | ||
| iMatrix Global Pte Ltd | ||
| Total Protection Solutions Pte Ltd | ||
| Ping Ping, Lim | ||
| Swee Kheng Chua | ||
| Jia Wei Chua | ||
| Concorde International Group Pte Ltd | ||
| Concorde i-FAST USA Inc. | ||
| Concorde Security Pte Ltd | ||
| Concorde Security Sdn Bhd | ||
| Concorde Security Limited | ||
| Concorde Asia Pte Ltd | ||
| Berjaya Academy Pte Ltd |
| (a) | The principal related party balances for the years ended June 30, 2025 and December 31, 2024 and transactions for the periods ended June 30, 2025 and June 30, 2024 are as follows: |
Amount due from related parties:
| June
30, 2025 | December 31,
2024 | |||||||||||
| USD | USD | |||||||||||
| Total Protection Solutions Pte Ltd | (a) | |||||||||||
| Advance from supplier – Total Protection Solutions Pte Ltd | (b) | |||||||||||
| Swee Kheng Chua | (c) | |||||||||||
| Included in Trade Receivables: | ||||||||||||
| Concorde Global I Pte Ltd | (d) | |||||||||||
| iMatrix Global Pte Ltd | (d) | |||||||||||
| Total Protection Solutions | ||||||||||||
46
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 24. | Related party transactions (cont.) |
| (a) |
| (b) |
| (c) |
| (d) |
Amount due to related parties:
| June
30, 2025 | December 31,
2024 | |||||||||||
| USD | USD | |||||||||||
| Swee Kheng Chua | (a) | |||||||||||
| (a) |
June 30, 2025 | December 31,
2024 | |||||||
| USD | USD | |||||||
| Subcontracting costs | ||||||||
| Total Protection Solution Pte Ltd | ||||||||
| iMatrix Global Pte Ltd | ||||||||
47
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 24. | Related party transactions (cont.) |
June 30, 2025 | June 30, 2024 | |||||||
| USD | USD | |||||||
| Expenses paid on behalf – Chua Swee Kheng | ||||||||
| Interest income – Total Protection Solution Pte Ltd | ||||||||
| Loan repayment - Total Protection Solution Pte Ltd | ||||||||
iMatrix Global Pte Ltd and Total Protection Solution Pte Ltd provided Subcontracting service to the Concorde Security Pte Ltd.
Key management personnel compensation for the year ended is as follows:
June 30, 2025 | June 30, 2024 | |||||||
| USD | USD | |||||||
| Swee Kheng Chua | ||||||||
| Sharifah Noriati Binte Said Omar* | ||||||||
| Ping Ping Lim** | ||||||||
| Terence Wing Khai Yap | ||||||||
| Sze Yin Ong | ||||||||
| Jia Wei Chua*** | ||||||||
| Total compensation | ||||||||
| * |
| ** | |
| *** |
Compensation payable to key management personnel comprises of salaries, bonus, allowances and Employer’s contribution to Central Provident Funds. In the financial year 2023, Swee Kheng Chua and Ping Ping Lim both requested for a voluntary pay cut in Concorde Security Pte Ltd.
On
March 18, 2024, the Company has further issued
Terms and conditions of transactions with related parties
There
have been no guarantees provided or received for any related party receivables or payables. For the year ended June 30, 2025, the
Group has recorded USD (2024: USD
48
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 25. | Commitments and Contingent Liabilities |
As part of the Board’s ongoing regulatory compliance process, the Board continues to monitor legal and regulatory developments and their potential impact on the Company under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Management is not aware of any contingencies that may have a significant impact on the financial position of the Company.
On
November 2, 2020, the Group issued a claim against Essilor Amera Pte Ltd. (“Essilor”), via its solicitor, Central
Chamber Law Corporation, for willful termination of contract without due course. The Group was engaged by Essilor to provide
security services 201 Kallang Bahru and 215 Kallang Bahru. The Group’s service has been terminated prematurely without notice.
The total amount that the Group is claiming from Essilor is SGD
The
Group is in the process to issue a claim against C&W Services (S) Pte Ltd. (“C&W”), for non-fulfillment of
contract obligations. The Group was engaged by C&W to provide security services at various Mapletree Logistics Trust Properties
from November 14, 2022 to November 13, 2029. The Group’s service has been terminated prematurely with outstanding
service fee unpaid amounting to SGD
On
May 14, 2021, the Group has issued a claim against V N Ganapathy (“Mr. Ganapathy”), via its solicitors,
Edmond Pereira Law Corporation, for refund of deposit made for purchase of commercial vehicle. The total amount claiming from the
Group is SGD
On
June 22, 2020, the Group has issued a claim against Avipesh Rai (“Avipesh Rai”) via its solicitor, Central Chamber
Law Corporation, for breach of contract and employee confidentiality obligations SGD
Other than as disclosed above, the Group does not have any contingent liabilities as of the end of the reporting period.
49
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 26. | Capital Management |
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and net current asset position in order to support its business and maximize shareholder value. The capital structure of the Group comprises issued share capital, merger reserve, foreign currency translation reserve and accumulated losses.
The
Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The
Group is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes during
the six months ended June 30, 2025 and December 31, 2024.
June 30, 2025 | December 31,
2024 | |||||||
| USD | USD | |||||||
| Borrowings | ||||||||
| Less: cash and bank balances | ( | ) | ( | ) | ||||
| Net debt | ||||||||
| Total Owner’s equity | ||||||||
| Net gearing ratio | ||||||||
50
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management |
The Group’s activities expose it to a variety of financial risks from its operation. The key financial risks include liquidity risk, credit risk and market risk (including interest rate risk and foreign currency risk).
The Board of Directors review and agree policies and procedures for the management of these risks, which are executed by the management team. It is and has been throughout the current and previous financial year, the Group’s policy that no trading in derivatives for speculative purposes should be undertaken.
The following sections provide details regarding the Group’s exposure to the abovementioned financial risks and the objectives, policies, and processes for the management of these risks.
There has been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risks.
| (a) | Credit risk |
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s exposure to credit risk arises primarily from trade receivables. For other financial assets (including cash and cash equivalents), the Group minimizes credit risk by dealing exclusively with high credit rating counterparties.
The Group has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral.
The Group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
The Group has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 60 days, default of interest due for more than 30 days or there is significant difficulty of the counterparty.
To minimize credit risk, the Group has developed and maintained the Group’s credit risk gradings to categorizes exposures according to their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Group’s own trading records to rate its major customers and other debtors. The Group considers available reasonable and supportive forward-looking information which includes the following indicators:
51
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont’d) |
| (a) | Credit risk |
| - | Internal credit rating |
| - | External credit rating |
| - | Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations. |
| - | Actual or expected significant changes in the operating results of the debtor. |
| - | Significant increases in credit risk on other financial instruments of the same debtor |
| - | Significant changes in the expected performance and behavior of the debtor, including changes in the payment status of debtors in the group and changes in the operating results of the debtor. |
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
The Group determined that its financial assets are credit-impaired when:
| - | There is significant difficulty of the debtor. |
| - | A breach of contract, such as a default or past due event |
| - | It is becoming probable that the debtor will enter bankruptcy or other financial reorganization. |
| - | There is a disappearance of an active market for that financial asset because of financial difficulty. |
Financial assets are written off when there is evidence indicating that the debtor is in severe financial difficulty and the debtor has no realistic prospect of recovery.
52
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
The Group’s current credit risk grading framework comprises the following categories:
| Category | Definition of category | Basis for recognizing expected credit loss (ECL) | ||
| I | ||||
| II | ||||
| III | ||||
| IV |
The table below details the credit quality of the Group’s financial assets, as well as maximum exposure to credit risk by credit risk rating categories:
| Gross | ||||||||||||||||||
| Group | Note | 12-month or lifetime ECL | carrying amount | Impairment | Net carrying amount | |||||||||||||
| USD | USD | USD | ||||||||||||||||
| June 30, 2025 | ||||||||||||||||||
| Trade and other receivables | 12-month | ( | ) | |||||||||||||||
| Cash and cash equivalents | 12-month | |||||||||||||||||
| December 31, 2024 | ||||||||||||||||||
| Trade and other receivables | 12-month | ( | ) | |||||||||||||||
| Cash and cash equivalents | 12-month | |||||||||||||||||
53
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
| (i) | Trade and other receivables |
The Group assessed the latest performance and financial position of the counterparties, adjusted for the future outlook of the industry in which the counterparties operate in, and concluded that there has been no significant increase in the credit risk since the initial recognition of the financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined that the ECL is insignificant.
| (ii) | Cash and cash equivalents |
No expected credit losses are recognized from cash and cash equivalents arising from bank balances with financial institution because the probability of default by these financial institutions are negligible.
| (b) | Liquidity risk |
| Carrying
amount | Contractual
cash flow | Within
1 year | Within
2 to 5 years | After
5 years | ||||||||||||||||
| Group | USD | USD | USD | USD | USD | |||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Financial assets | ||||||||||||||||||||
| Other financial assets | ||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Derivative liabilities | ||||||||||||||||||||
| Debt | ||||||||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Financial assets | ||||||||||||||||||||
| Other financial assets | ||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||
| Total undiscounted financial assets | ||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Derivative liabilities | ||||||||||||||||||||
| Debt | ||||||||||||||||||||
| Total undiscounted financial liabilities | ||||||||||||||||||||
54
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
| (c) | Market risk |
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
| (i) | Interest rate risk |
Interest rate risk is the risk that fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes in market interest rates.
The
Group’s exposure to interest rate risk arises primarily from its debt and lease liabilities.
| 2025 | 2024 | |||||||
| Fixed rates | ||||||||
| Debt | % | % | ||||||
| Lease liabilities | % | % |
Possible changes in interest rate are not expected to have a material impact on the result of the Group.
55
CONCORDE
INTERNATIONAL GROUP LTD.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| 27. | Financial Instruments and Risk Management (cont.) |
| (ii) | Foreign currency risk |
The Group’s monetary assets and liabilities are exposed to foreign currency risk because of its transactions where the denominations differ from its functional currency. The Group’s foreign currency exposures arise mainly from the exchange rate movements of the Singapore Dollar (“SGD”), Malaysian Ringgit (“MYR”), Great Britain Pound(“GBP”) against the U.S. dollar (“USD). The Group manages the exchange risk by monitoring the movements in exchange rate regularly.
The Group does not enter into any forward contracts to hedge its exposure to movements in exchange rates.
If
the MYR had strengthened/weakened by
If
the GBP had strengthened/weakened by
| 28. | Subsequent events |
On
August 20, 2025, Concorde International Group Pte Ltd (one of the Company’s subsidiary) entered into a Software Purchase Agreement
with Business Risk Investments Pty Ltd, a company incorporated in Australia for a software package known as “Software Risk”
with consideration of ,
On
September 12, 2025, the Company’s USD
56