BUSINESS COMBINATION DISCLOSURE

6 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS COMBINATION DISCLOSURE

NOTE 11. BUSINESS COMBINATION DISCLOSURE

In Accordance with ASC 805-10-50, ASC 805-30-50, and ASC 805-10-25-6

On March 27, 2024, QIND entered into a definitive Stock Purchase Agreement with the shareholders of AL SHOLA AL MODEA GAS DISTRIBUTION L.L.C. to acquire 51% of the shares, a United Arab Emirates headquartered company (“ASG” or “Al Shola Gas”). Al Shola Gas is a revenue-generating company in the business of gas system installation and gas supply for commercial and domestic consumers.

QIND acquired majority ownership of Al Shola Gas, effective as of March 27, 2024, resulting in, Al Shola Gas becoming a subsidiary, in a transaction accounted for as a business combination. The Company and its auditors considered all pertinent facts pursuant to ASC 805-10-25-6 that the Share Purchase Agreement signing date is the acquisition date of the company, with the value of $10,000,000 and the payment plan outlined in the agreement. Pursuant to the terms of the Share Purchase Agreement, QIND will occupy two non-paid board seats including Chairman of the Board of Al Shola Gas and there shall be one other non-paid board seat for existing Al Shola Gas shareholders. QIND obtained immediate control with the execution of the Agreement. Full operational control will be retained by existing shareholders and management unless the new Board of Directors determines otherwise due to a breach of the Agreement, ongoing poor performance, or if structural changes are recommended in line with the laws governed by the Agreement which will be decided and approved by the new Board of Directors of the Company.

The audited pro forma financial statements of Al Shola Gas for the periods ended December 31, 2023, has been filed through 8-K on June 7, 2024.

In accordance with ASC 805-30-50-1 (b) and ASC 805-20-50-1(c), the following table summarizes the consideration transferred to acquire Al Shola Gas and the amounts of identified assets acquired, and liabilities assumed at the acquisition date, as well as the fair value of the noncontrolling interest in Al Shola Gas at the acquisition date:

The Payment Schedule signed on March 27, 2024, outlines a series of payment requirements as follows:

Tranche 1: $9 million in National Exchange listed stock or cash to be paid to Seller. Payment in eight quarterly tranches over a period of 24 months, beginning from the first quarter following uplist to a National Exchange. Stock value is to be protected by a make whole agreement/s and each tranche is subject to a mutually agreed 12-month leak-out agreement.

Tranche 2: Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.

Consideration paid	June 30, 2026		December 31, 2025
Total		1,020,000		1,000,000

As of June 30, 2026, $8,980,000 payable to the shareholders of Al Shola Gas was outstanding.

Fair value of Consideration

Cash or National Exchange listed stock	$	9,000,000
Cash	$	1,000,000
Total	$	10,000,000

Goodwill calculation of acquisition

Date of Acquisition	USD
Cash and cash equivalents	$	111,767
Trade receivables & Other receivables		2,699,826
Inventories		1,315,937
Deposits, prepayments and advances		551,588
Property, plant, and equipment		102,682
Right of use assets		222,130
Trade and other payables		(885,016	)
Lease liabilities		(229,359	)
Bank borrowings		(774,064	)
Total identifiable net assets	$	3,115,491
Non-Controlling Share (49%)		1,526,591
Parent Share (51%)		1,588,900
Goodwill	$	8,411,100