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BUSINESS COMBINATION

6 Months Ended

Jun. 30, 2025

Notes and other explanatory information [abstract]

8.	BUSINESS COMBINATION

Acquisition of Mediaplus Venture Group Pte. Ltd. (“Mediaplus”)

On October 21, 2024, the Company, through its wholly owned subsidiary Mediaplus Limited, a company incorporated in the British Virgin Islands, entered into a Share Purchase Agreement (the “SPA”) with two third-party individuals (the “Vendors”) to acquire 5,400 ordinary shares of Mediaplus Venture Group Pte. Ltd. (“Mediaplus”). Mediaplus was incorporated in Singapore on August 12, 2024 and is principally engaged in the information technology consultancy business. Mediaplus also has four subsidiaries operating in Singapore and Malaysia, which are primarily engaged in web design and development and digital marketing services.

In accordance with the SPA, the completion date of the acquisition was January 2, 2025, upon which Mediaplus Limited acquired 5,400 ordinary shares, representing 54% of the voting interests in Mediaplus. Accordingly, Mediaplus became a subsidiary of the Company and has been consolidated into the Group’s financial statements from the acquisition date.

This strategic acquisition reflects the Company’s commitment to strengthening its digital capabilities and enhancing operational synergies by integrating website development and digital marketing functions within the Group. The acquisition enables the Company to deepen its technology offerings while delivering cost-efficient, scalable solutions to its expanding global client base.

Pursuant to the SPA, the total purchase consideration for the Sale Shares amounted to SGD 1,350,000 (equivalent to $992,428), of which SGD 1,325,000 (equivalent to $974,050) was payable in cash. The remaining SGD 25,000 (equivalent to $18,378) was to be settled through the issuance of 9,260 Class A ordinary shares of the Company (the “Consideration Shares”). On April 11, 2025, the Company completed the issuance of 9,260 Class A ordinary shares from treasury shares to the Vendors as settlement of the share-based component of the consideration.

The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The primary areas that remain preliminary relate to the fair values of goodwill and income taxes. Property and equipment are depreciated on a straight-line basis over the estimated useful lives, after taking into account the estimated residual value. Management reviews the estimated useful lives and residual value of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting year.

The following tables summarizes the consideration transferred to acquired Mediaplus at the date of acquisition:

	$
Cash		974,050
Consideration shares		18,378
Total consideration at fair value		992,428

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of January 2, 2025, which represents the net purchase price allocation at the date of the acquisition of Mediaplus:

	As at January 2, 2025
	$
Total consideration		992,428
Non-controlling interest		498,484

Assets
Cash		949,223
Trade receivables		162,420
Prepayment and other current assets		149,949
Investment property		448,430
Property and equipment		23,058
Intangible assets – customer relationship		161,729
Total assets		1,894,809

Liabilities
Trade and other payables		570,916
Tax payable		54,358
Loans and borrowings		135,805
Lease liabilities		3,798
Deferred tax liabilities		46,271
Total liabilities		811,148

Total net assets		1,083,661

Goodwill		407,251

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of Mediaplus was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

	For the Six Months ended June 30,
	2025
Unaudited pro forma revenue	$	26,799,380
Unaudited pro forma net loss	$	8,150,581

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net profit of Mediaplus for the period from the acquisition date to the date ended June 30, 2025 amounted $1,064,514 and 193,752, respectively.

Acquisition of Property Facility Services Pte. Ltd. (“PFS”)

On January 21, 2025, the Company entered into a Sale and Purchase Agreement (“SPA”) with three third-party individuals (the “Sellers”) to acquire 99.99% of the equity interest in Property Facility Services Pte. Ltd. (“PFS”). PFS was incorporated in Singapore on May 19, 2001 and is principally engaged in integrated facility management services.

This strategic acquisition strengthens the Company’s position in the Integrated Facility Management (“IFM”) industry and supports its long-term strategy of developing a comprehensive and technology-enabled IFM platform. By integrating PFS with the Company’s existing cleaning division, including the operations of Hong Ye Group Pte. Ltd., the Company aims to deliver fully integrated, cost-effective, and sustainable facility management solutions. The combined capabilities enhance operational synergies and position the Company as a competitive IFM provider in Singapore, with expanded service offerings tailored to evolving client needs.

On February 3, 2025, the Company completed the acquisition of PFS. Pursuant to the SPA, the total consideration for the acquisition amounted to SGD 1,600,000 (equivalent to $1,427,834), comprising the following components:

SGD 816,000 (equivalent to $596,448) in cash, payable on the acquisition date (the “Completion Payment”);

SGD 784,000 (equivalent to $573,057) in cash, payable on the Deferred Payment Date; provided that if the total net asset value of PFS as of December 31, 2024 is less than SGD 500,000 ($365,470), the deferred cash payment shall be reduced by the amount of such shortfall (the “Reduction”), up to a maximum reduction of SGD 500,000 ($365,470);

SGD 315,937 (equivalent to $258,329) to be settled through the issuance of 143,516 Class A ordinary shares of the Company (the “Consideration Shares”).

As of the date of issuance of these financial statements, the Company has paid the Completion Payment of SGD 816,000 (equivalent to $596,448). The remaining deferred cash consideration and the Consideration Shares are expected to be settled one year from the completion date, in accordance with the terms of the SPA.

The following tables summarizes the consideration transferred to acquired PFS at the date of acquisition:

	$
Cash		1,169,505
Consideration shares		258,329
Total consideration at fair value		1,427,834

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of February 3, 2025, which represents the net purchase price allocation at the date of the acquisition of PFS:

	As of February 3, 2025
	$
Total consideration		1,427,834
Non-controlling interest		236

Assets
Cash		726,307
Trade receivables		246,949
Prepayment and other current assets		69,360
Intangible assets – customer relationship		249,982
Property and equipment		511,703
Investment in associate		29,238
Total assets		1,833,539

Liabilities
Trade and other payables		488,586
Lease liabilities		518,678
Deferred tax liabilities		42,497
Total liabilities		1,049,761

Total net assets		783,778

Goodwill		644,292

The Group concluded that the acquisition of PFS was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

	For the Six Months ended June 30,
	2025
Unaudited pro forma revenue	$	26,083,537
Unaudited pro forma net loss	$	8,204,153

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net profit of PFS for the period from the acquisition date to the date ended June 30, 2025 amounted $1,564,510 and 173,550, respectively.

Acquisition of YY Circle (HK) Pte. Limited (“YYC HK”)

On April 10, 2025, the Company entered into a Share Purchase Agreement (“SPA”) with one third-party individual (the “Vendor”) to acquire 90% of the equity interest in YY Circle (HK) Pte. Limited (“YYC HK”), a company incorporated in Hong Kong. YYC HK is primarily engaged in providing intelligent labor matching services and smart cleaning services in Hong Kong. The issued and fully paid-up share capital of YYC HK comprises 1,000 ordinary shares, all of which were legally and beneficially owned by the Vendor prior to the acquisition.

The acquisition was completed on April 14, 2025, the date on which the Company obtained control of YYC HK in accordance with IFRS 3 Business Combinations through its 90% voting interest. From the acquisition date, YYC HK became a subsidiary of the Company.

This acquisition forms part of the Group’s broader strategy to expand its manpower outsourcing into the Hong Kong market, leveraging its technology-driven service platforms to strengthen its regional presence.

Pursuant to the SPA, the total purchase consideration for the Sale Shares was to be settled entirely through the issuance of 1,900,000 Class A ordinary shares of the Company (the “Consideration Shares”). Based on the Company’s closing market price of $1.24 per share on April 14, 2025, the fair value of the Consideration Shares was $2,356,000. The Consideration Shares are subject to a six-month lock-up period or earlier release upon the effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission.

The following tables summarizes the consideration transferred to acquired YYC HK at the date of acquisition:

	$
Consideration shares		2,356,000
Total consideration at fair value		2,356,000

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of April 14, 2025, which represents the net purchase price allocation at the date of the acquisition of YYC HK:

	As of April 14, 2025
	$
Total consideration		2,356,000
Non-controlling interest		10,661

Assets
Cash		53,808
Trade receivables		77,405
Prepayment and other current assets		31,986
Intangible assets – customer relationship		898,041
Total assets		1,061,240

Liabilities
Trade and other payables		806,456
Deferred tax liabilities		148,177
Total liabilities		954,633

Total net assets		106,607

Goodwill		2,260,054

The Group concluded that the acquisition of YYC HK was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

	For the Six Months ended June 30,
	2025
Unaudited pro forma revenue	$	26,039,852
Unaudited pro forma net loss	$	8,275,283

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net loss of YYC HK for the period from the acquisition date to the date ended June 30, 2025 amounted $244,178 and 16,135, respectively.

Acquisition of YY Circle (Thailand) Company Ltd. (“YYC TH”)

On May 9, 2025, the Company, through its wholly owned subsidiary YY Holding (Thailand) Company Limited, entered into a Share Purchase Agreement (“SPA”) with one third-party individual (the “Vendor”) to acquire 49% of the equity interest in YY Circle (Thailand) Company Limited (“YYC TH”). YYC TH is a company incorporated in Thailand and engaged in providing services as an intermediary between service providers and service recipients through an online platform.

The acquisition was completed on June 2, 2025, which is defined as the Closing Date under the SPA. On this date, the Company obtained control over YYC TH as defined under IFRS 3 Business Combinations, through its ability to direct relevant activities and govern the financial and operating policies of YYC TH. From the acquisition date, YYC TH is consolidated as a subsidiary of the Company.

Pursuant to the SPA, the total contractual purchase consideration for the Sale Shares was $2,000,000, to be satisfied entirely through the issuance of 2,000,000 Class A ordinary shares of the Company (the “Consideration Shares”).

Based on the Company’s closing market price of $1.37 per share on June 2, 2025, the fair value of the Consideration Shares was determined as $2,740,000. The Consideration Shares are subject to a six-month lock-up period or earlier release upon registration with the U.S. Securities and Exchange Commission.

The following tables summarizes the consideration transferred to acquired YYC TH at the date of acquisition:

	$
Consideration shares		2,740,000
Total consideration at fair value		2,740,000

The following table summarizes the fair value of the identifiable assets acquired and liabilities at June 2, 2025, which represents the net purchase price allocation at the date of the acquisition of YYC TH:

	As of June 2, 2025
	$
Total consideration		2,740,000
Non-controlling interest		596,559

Assets
Cash		84,802
Trade receivables		64,060
Prepayment and other current assets		43,437
Intangible assets – customer relationship		2,266,605
Office equipment		257
Total assets		2,459,161

Liabilities
Trade and other payables		831,927
Deferred tax liabilities		453,321
Suspense tax		4,189
Total liabilities		1,289,437

Total net assets		1,169,724

Goodwill		2,166,835

The Group concluded that the acquisition of YYC TH was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

	For the Six Months ended June 30,
	2025
Unaudited pro forma revenue	$	26,169,612
Unaudited pro forma net loss	$	8,329,374

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net loss of YYC TH for the period from the acquisition date to the date ended June 30, 2025 amounted $38,074 and 5,281, respectively.

Acquisition of Transocean Oil Pte. Ltd. (“Transocean”)

On May 5, 2025, the Company entered into a Share Purchase Agreement (“SPA”) with a third-party individual (the “Vendor”) to acquire 53% of the equity interest in Transocean Oil Pte. Ltd. (“Transocean”), a company incorporated in Singapore. Transocean is principally engaged in investment holding, with its revenue derived primarily from rental income from commercial properties.

The acquisition was completed on June 17, 2025, the date on which the Company obtained control of Transocean in accordance with IFRS 3 Business Combinations. From the acquisition date, Transocean became a majority-owned subsidiary of the Company. This acquisition forms part of the Group’s strategy to expand its portfolio into real estate and rental yield–generating assets to diversify revenue sources and enhance long-term stability.

Under the SPA, the consideration for the Sale Shares was contractually set at $2,925,000, to be settled through the issuance of 4,500,000 Class A ordinary shares of the Company (“Consideration Shares”). On June 17, 2025, the Company’s closing market price was $1.84 per share. Accordingly, the fair value of the Consideration Shares was determined as $8,280,000. The Consideration Shares are subject to a one-year lock-up, or earlier release following the effectiveness of a registration statement with the U.S. Securities and Exchange Commission.

The following tables summarizes the consideration transferred to acquired Transocean at the date of acquisition:

	$
Consideration shares		8,280,000
Total consideration at fair value		8,280,000

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of June 17, 2025, which represents the net purchase price allocation at the date of the acquisition of Transocean:

	As of June 17, 2025
	$
Total consideration		8,280,000
Non-controlling interest		2,419,676

Assets
Cash		80,702
Trade receivables		9,561
Prepayment and other current assets		1,568
Investment properties		1,931,449
Net investment in lease		3,313,634
Office equipment		609
Total assets		5,337,523

Liability
Other payables		189,276
Total liability		189,276

Total net assets		5,148,247

Goodwill		5,551,429

The Group concluded that the acquisition of Transocean was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

	For the Six Months ended June 30,
	2025
Unaudited pro forma revenue	$	25,806,621
Unaudited pro forma net loss	$	8,171,493

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net loss of Transocean for the period from the acquisition date to the date ended June 30, 2025 amounted $63,247 and 159,940, respectively.

Acquisition of Uniforce Security Services Pte. Ltd. (“UFS”)

On June 2, 2025, the Company entered into a Share Purchase Agreement (“SPA”) with a third-party individual (the “Vendor”) to acquire 100% of the equity interest in Uniforce Security Services Pte. Ltd. (“UFS”), a company incorporated in Singapore. UFS is principally engaged in providing private security service to residential and commercial areas.

The acquisition was completed on June 5, 2025, the date on which the Company obtained control of UFS in accordance with IFRS 3 Business Combinations. This acquisition forms part of the Group’s strategy to expand its portfolio into integrated facility management to diversify revenue sources and enhance long-term stability.

Under the SPA, the consideration for the Sale Shares was contractually set at SGD1,000,000 (equivalent to $776,699), comprising the following components:

SGD 200,000 (equivalent to $155,340) in cash, payable on the acquisition date (the “Completion Payment”);

SGD 300,000, (equivalent to $233,010) in cash on 31 December 2025

SGD 300,000, (equivalent to $233,010) in cash on 31 March 2026

SGD 200,000, (equivalent to $155,341) in cash on 30 June 2026

As of the date of issuance of these financial statements, the Company has paid the Completion Payment of SGD 200,000 (equivalent to $155,340). The remaining deferred cash consideration and the Consideration Shares are expected to be settled one year from the completion date, in accordance with the terms of the SPA.

The following tables summarizes the consideration transferred to acquired UFS at the date of acquisition:

	$
Consideration shares		776,699
Total consideration at fair value		776,699

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of June 5, 2025, which represents the net purchase price allocation at the date of the acquisition of UFS:

	As of June 5, 2025
	$
Total consideration		776,699

Assets
Cash		334,165
Trade receivables		1,592,522
Prepayment and other current assets		94,325
Intangible assets		32,537
Office equipment		26,714
Right-of-use assets		155,344
Total assets		2,235,607

Liabilities
Trade and other payables		1,102,679
Lease liabilities		161,093
Loans and borrowings		415,310
Total liabilities		1,679,082

Total net assets		556,525

Goodwill		220,174

The Group concluded that the acquisition of UFS was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

	For the Six Months ended June 30,
	2025
Unaudited pro forma revenue	$	28,296,844
Unaudited pro forma net loss	$	8,364,210

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net profit of UFS for the period from the acquisition date to the date ended June 30, 2025 amounted $414,612 and 410,531, respectively.