Masonglory revises accounting for 20% BETA stake

The revised pro forma treats the 20% BETA voting interest as an equity-method investment rather than a consolidated business.

Available on EDGAR 10/30/2026 - 12:10 PM EDT Accepted by SEC EDGAR 10/30/2026 - 12:10 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Masonglory Ltd (MSGY) amended and restated its October 22, 2026 report, replacing the earlier pro forma financial information for its investment in Beta Beteiligungs und Besitz GmbH (BETA). The revised pro forma uses the equity method rather than consolidating BETA: Masonglory holds 20% of BETA’s voting power and does not control it. The earlier pro forma should no longer be relied upon.

A share-swap agreement entered into on August 12, 2026 provides for the holder of a 49% interest in BETA to transfer a 20% stake to a Masonglory subsidiary; Masonglory agreed to issue the beneficial owner 1,377,000 Class A ordinary shares in exchange. The consideration references a $23,400,000 valuation for 100% of BETA and a $3.40 price per share, compared with MSGY’s $3.43 closing bid on August 11, 2026. BETA reported six-month revenue of $13,078,143 and net income of $102,036 for 2026, versus revenue of $8,598,119 and net income of $163,484 for 2025.

Filing Explained

Masonglory says this amended interim report is incorporated by reference into its Form F-3 registration statement, placing the revised accounting disclosure in that registration record too.

Key Figures

BETA voting power held: 20% Consideration shares: 1,377,000 Class A ordinary shares BETA 100% equity valuation: $23,400,000 +4 more

7 metrics

BETA voting power held 20% Masonglory’s interest in BETA

Consideration shares 1,377,000 Class A ordinary shares Shares Masonglory agreed to issue under the share-swap agreement

BETA 100% equity valuation $23,400,000 Valuation referenced for the share-swap consideration

MSGY share price used for consideration $3.40 per share Share-swap agreement

MSGY closing bid $3.43 per share August 11, 2026

BETA six-month revenue $13,078,143 Six months ended June 30, 2026; $8,598,119 for the six months ended June 30, 2025

BETA six-month net income $102,036 Six months ended June 30, 2026; $163,484 for the six months ended June 30, 2025

Key Terms

equity method of accounting, pro forma condensed combined financial information, Share Swap Agreement, voting power

4 terms

equity method of accounting financial

"investment in BETA should be accounted for using the equity method of accounting"

An equity method of accounting is the way a company reports its financial interest in another business when it has significant influence but not full control, typically owning between about 20% and 50% of the voting stock. Instead of listing the investment at purchase cost or consolidating every line item, the investor records its proportional share of the other company’s profits or losses and adjusts the investment value for dividends or impairments, so investors see the economic impact of that stake. This matters because it changes reported earnings and asset values in a way that reflects ongoing performance—similar to showing your share of a small business’s monthly profit on your own books rather than just the amount you originally paid for your share—and helps gauge how much influence that stake has on the investor’s financial health.

pro forma condensed combined financial information financial

"unaudited pro forma condensed combined financial information"

Share Swap Agreement financial

"entered into a share swap agreement (the “Share Swap Agreement”)"

A share swap agreement is a contract where one group of shareholders exchanges their shares in a company for shares in another company or in a combined entity, often used during mergers, acquisitions, or restructurings. It matters to investors because it changes who owns and controls companies and can affect the value, voting power, and future profits for shareholders — like trading collectible cards that change which team you belong to and what those cards are worth.

voting power financial

"holds 20% of the voting power of BETA"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What changed in MSGY’s amended report?

Masonglory’s revised pro forma accounts for its 20% interest in BETA using the equity method rather than consolidating BETA. Masonglory states it holds 20% of BETA’s voting power and does not control the company; the earlier pro forma should no longer be relied upon.

How was the MSGY share-swap consideration valued?

The 1,377,000 Class A ordinary shares were priced at $3.40 each, referencing a $23,400,000 valuation of 100% of BETA performed by an independent third-party valuation firm. The share price was determined by reference to MSGY’s $3.43 closing bid on August 11, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-42728

MASONGLORY LIMITED

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Room 8, 25/F, CRE Centre

889 Cheung Sha Wan

Kowloon, Hong Kong

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 6-K/A (this “Amendment”) amends and restates in its entirety the report of foreign private issuer on Form 6-K furnished by Masonglory Limited (the “Company”) on October 22, 2026 (the “Original Report”). The Original Report included, as Exhibits 99.1, 99.2 and 99.3 thereto, the audited consolidated financial statements of Beta Beteiligungs und Besitz GmbH (“BETA”) for the fiscal years ended December 31, 2025 and 2024, the unaudited condensed consolidated financial statements of BETA for the six months ended June 30, 2026 and 2025, and unaudited pro forma condensed combined financial information that gave effect to the Company’s acquisition of a 20% equity interest in BETA as if BETA were consolidated by the Company.

The Company holds 20% of the voting power of BETA and does not control BETA. In response to comments from the staff of the Securities and Exchange Commission, the Company has concluded that its investment in BETA should be accounted for using the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures, and that the pro forma financial information should be presented on that basis rather than on a consolidated basis.

Accordingly, this Amendment is furnished to amend and restate the Original Report in its entirety and to furnish complete copies of Exhibits 99.1, 99.2 and 99.3, with Exhibit 99.3 revised to present the unaudited pro forma condensed combined financial information on the equity method of accounting. This Amendment supersedes and replaces the Original Report in its entirety, and the unaudited pro forma condensed combined financial information furnished as Exhibit 99.3 to the Original Report should no longer be relied upon.

This report on Form 6-K/A is incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-299600), as amended.

EXHIBITS

Exhibit No.		Description
99.1		Audited Consolidated Financial Statements of Beta Beteiligungs und Besitz GmbH for the Fiscal Years Ended December 31, 2025 and 2024
99.2		Unaudited Condensed Consolidated Financial Statements of Beta Beteiligungs und Besitz GmbH for the Six Months Ended June 30, 2026 and 2025
99.3		Unaudited Pro Forma Condensed Combined Financial Information of the Company giving effect to the acquisition of a 20% equity interest in Beta Beteiligungs und Besitz GmbH, accounted for using the equity method (replacing Exhibit 99.3 to the Original Report furnished on October 22, 2026)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MASONGLORY LIMITED

By:	/s/ Jinyu Xie
Name:	Jinyu Xie
Title:	Chief Executive Officer
Date:  October 30, 2026

2

Exhibit 99.1

BETA BETEILIGUNGS UND BESITZ GMBH

FINANCIAL REPORT

for the financial year ended December 31, 2025 and 2024

BETA BETEILIGUNGS UND BESITZ GMBH

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm – J&S Associate PLT (PCAOB ID:6743)	2
Consolidated Balance Sheets for the year ended December 31, 2025 and 2024	3
Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2025 and 2024	4
Consolidated Statements of Changes in Shareholders’ Equity for the year ended December 31, 2025 and 2024	5
Consolidated Statements of Cash Flows for the year ended December 31, 2025 and 2024	6
Notes to Consolidated Financial Statements	7-22

1

	J&S ASSOCIATE PLT
	202206000037 (LLP0033395-LCA) & AF002380
	(Registered with PCAOB and MIA)	Tel: +603-4813 9469
	B-11-14, Megan Avenue II	Email : info@jns-associate.com
	12,Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia	Website : jns-associate.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Beta Beteiligungs und Besitz GmbH

Opinion on the Financial Statement

We have audited the accompanying consolidated balance sheet of Beta Beteiligungs und Besitz GmbH and its subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, consolidated statement of changes in shareholders’ equity, and consolidated statements of cash flows for the year ended December 31, 2025 and 2024, and the related notes to the consolidated financial statements and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/J&S Associate PLT

Certified Public Accountants

PCAOB No: 6743

We have served as the Company’s auditor since 2025.

Kuala Lumpur, Malaysia

July 30, 2026

2

BETA BETEILIGUNGS UND GMBH

CONSOLIDATED BALANCE SHEETS

		As of December 31,
		2025				2024
		US$				US$
ASSETS
Current asset:
Cash and cash equivalents		$	1,321,981			$	702,936
Trade receivable, net			1,799,810				1,530,974
Prepayments and other current assets			986,413				709,122
Current tax assets			6,141				-
Amount due from ultimate holding company			-				3,152,226
Inventories			7,534,712				5,384,822
Total current assets			11,649,057				11,480,080
Non-current assets:
Property, plant and equipment, net			317,023				306,503
Held for sale assets			-				129,679
Operating lease right-of-use assets, net			620,306				531,975
Finance lease right-of-use assets, net			118,714				140,720
Intangible assets, net			26,214				23,302
Investments in pension insurance policies			165,063				136,456
Total non-current assets			1,247,320				1,268,635
TOTAL ASSETS		$	12,896,377			$	12,748,715
LIABILTIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payable, Third party		$	1,248,875			$	1,895,773
Trade payable, Related party			2,178,122				4,101,301
Other payable and accruals			590,908				1,184,336
Contract liabilities			3,247,941				1,570,755
Amount due to ultimate holding company			2,619,250				-
Operating lease liabilities, current portion			262,885				182,211
Finance lease liabilities, current portion			55,591				55,492
Current tax liabilities			35,041				395,412
Bank overdraft			2,011,336				2,402,951
Total current liabilities			12,249,949				11,788,231
Non-current liabilities:
Operating lease liabilities, non-current portion			357,420				349,764
Finance lease liabilities, non-current portion			70,052				107,955
Total non-current liabilities			427,472				457,719
TOTAL LIABILITIES			12,677,421				12,245,950
Commitments and contingencies (Note 21)			-				-
SHAREHOLDERS’ EQUITY
Ordinary share, issued and outstanding as of December 31, 2025 and 2024			10,585				10,585
Exchange reserve			193,108				141,415
Capital reserve			529,229				529,229
Accumulated losses			(513,966	)			(178,464	)
Total shareholders’ equity attributable to Beta Beteiligungs und GmBH			218,956				502,765
Shareholders’ equity			218,956				502,765
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	12,896,377				12,748,715

The accompanying notes are an integral part of these consolidated financial statements.

3

BETA BETEILIGUNGS UND GMBH

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

		Years ended December 31,
		2025				2024
		US$				US$
Revenue			21,877,789				25,314,281
Cost of revenue			(11,511,566	)			(15,669,831	)
Gross profit			10,366,223				9,644,450
Operating expenses
Finance costs			(213,467	)			(411,735	)
General and administrative expenses			(10,777,027	)			(13,148,848	)
			(10,990,494	)			(13,560,583	)
LOSS FROM OPERATION			(624,271	)			(3,916,133	)
Other income:
Other income, net			330,347				3,555,196
Total other income, net			330,347				3,555,196
LOSS BEFORE INCOME TAXES			(293,924	)			(360,937	)
Income tax expense			(41,578	)			(3,356	)
NET LOSSES			(335,502	)			(364,293	)
Other comprehensive loss:
Net loss			(335,502	)			(364,293	)
Foreign currency adjustment loss			-				-
COMPREHENSIVE LOSSES			(335,502	)			(364,293	)
Comprehensive losses attributable to Beta Beteiligungs und GmBH		$	(335,502	)			(364,293	)

The accompanying notes are an integral part of these consolidated financial statements.

4

BETA BETEILIGUNGS UND GMBH

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

		Ordinary shares				Exchange				Capital				Retained earnings/ (accumulated				Total Shareholders’
		Amount				reserve				reserve				losses)				equity
Balance as of January 1, 2024		$	10,585				143,174				529,229				185,829				868,817
Foreign currency translation adjustment			-				(1,759	)			-				-				(1,759	)
Net income for the year			-				-				-				(364,293	)			(364,293	)
Balance as of December 31, 2024		$	10,585				141,415				529,229				(178,464	)			502,765
Balance as of January 1, 2025		$	10,585				141,415				529,229				(178,464	)			502,765
Foreign currency translation adjustment			-				51,693				-				-				51,693
Net income for the year			-				-				-				(335,502	)			(335,502	)
Balance as of December 31, 2025		$	10,585				193,108				529,229				(513,966	)			218,956

The accompanying notes are an integral part of these consolidated financial statements.

5

BETA BETEILIGUNGS UND GMBH

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years ended December 31,
		2025				2024
		US$				US$
Cash flows from operating activities:
Net Losses		$	(335,502	)		$	(364,293	)
Adjustments to reconcile net losses to net cash provided by (used in) operating activities
(Reversal)/Allowance for credit loss			(25,263	)			2,531
Depreciation on property, plant and equipment			108,392				138,120
Gain on disposal of property, plant and equipment			(9,303	)			-
Gain on disposal of held for sale assets			(17,574	)			-
Depreciation on investment properties			-				2,018
Amortization on intangible assets			-				16,984
Fair value change of investment in pension insurance policies			(11,186	)			(22,976	)
Amortization on right-of-use assets – operating lease			294,052				303,348
Amortization on right-of-use assets – finance lease			58,803				33,308
Change in operating assets and liabilities:
Trade receivables			(47,549	)			384,233
Inventories			(1,429,649	)			1,796,418
Other receivables, deposit and prepayment			561,887				354,242
Trade payables			(3,212,819	)			5,060,032
Other payables and accrued expenses			(717,603	)			(430,729	)
Advance to supplier			(744,518	)			(25,272	)
Operating leases			(294,054	)			(303,348	)
Contract liabilities			1,433,377				(859,615	)
Current tax assets			(5,944	)			-
Current tax liabilities			(396,618	)			(535,553	)
Net cash provided by (used in) operating activities			(4,791,071	)			5,549,448
Cash flows from investing activities:
Acquisition of property, plant and equipment			(96,818	)			(63,025	)
Proceeds from disposal of property, plant and equipment			26,104				-
Proceeds from disposal of investment property			158,771				-
Net cash provided by (used in) investing activities			88,057				(63,025	)
Cash flows from financing activities:
Proceeds from short term borrowings			-				225,420
Repayment of short term borrowings			(669,644	)			-
Advance from (repayment to) the ultimate holding co			5,967,391				(5,635,152	)
Repayment of financing leases			(68,889	)			(26,764	)
Net cash provided by (used in) financing activities			5,228,858				(5,436,496	)
Foreign currency translation adjustment			93,201				(47,747	)
Net change in cash, cash equivalents and restricted cash			619,045				2,180
BEGINNING OF YEAR			702,936				700,756
END OF YEAR		$	1,321,981			$	702,936
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Initial recognition of operating right-of-use assets and lease liabilities			315,213				-
Initial recognition of financing right-of-use assets and lease liabilities			21,975				117,498
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	7,364			$	461,260
Cash paid for interest			24,760				69,932

The accompanying notes are an integral part of these consolidated financial statements.

6

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Note 1: Organization and Business Background

Beta Beteiligungs und GmBH (the “Company”) was incorporated in the Austria on November 26, 2013.

Beta Wellness HandelsgmbH (“Beta”) is the principal operating subsidiary of the Company. It is principally engaged in the trading of hot tubs and swim spas in Austria and in European countries.

The Company’s principal subsidiaries at December 31, 2025 and 2024 are set out below.

Description of subsidiaries

Company name		Place of incorporation and principal place of operation		Principal activities and place of operation		Effective interest held
						2025				2024
Beta Wellness HandelsgmbH		Austria		Trading of hot tubs and swim spas			100	%			100	%
Bw HandelsgesmbH		Austria		Trading of hot tubs and swim spas			100	%			100	%
SR Eurotech GmbH		Austria		Trading of hot tubs and swim spas			100	%			100	%

The Company and its subsidiaries are hereinafter referred to as (the “Group”).

Note 2: Liquidity

In assessing the Group’s liquidity, the Group monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Group’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Bank overdrafts and cash generated from operations have been utilized to finance the working capital requirements of the Group.

As of December 31, 2025, the Group reported a working capital deficit of $600,892. However, the Group maintained active bank accounts and obtained banking facilities to ensure it had sufficient funds to finance its working capital requirements. The Group continued to meet its payment obligations through these accounts. In addition, during the year ended December 31, 2025, the Group generated positive net cash flows from investing and financing activities of $88,057 and $5,228,858, supported by its ongoing business activities and operating performance.

Considering all facts and information on hand, management expects the Group’s cash on hand is sufficient to finance its working capital requirements within the normal operating cycle of a twelve-months period from the date these consolidated financial statements are issued.

If the Group is unable to have sufficient fund to finance its working capital requirements within the normal operating cycle of a twelve-months period from the date these consolidated financial statements are issued, the Group may consider supplementing its available sources of funds through the following sources:

● additional equity financing from shareholders and third-party investors.

Based on the above considerations, management is of the opinion that the Group has sufficient funds to meet its working capital requirements and current liabilities as they become due within twelve months from the date these consolidated financial statements are issued. However, there is no assurance that the Group will be successful in implementing its plans. There are a number of factors that could potentially arise and could undermine the Group’s plans, such as changes in the demand for the Group’s services, general market conditions, and competitive environment of the capital market industry in Hong Kong and changes in regulatory requirements, etc.

7

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Note 3: Summary of Significant Accounting Policies

● Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries in Note 1. Significant intercompany transactions and balances have been eliminated. Subsidiaries are all entities over which the Group has control; has the power to appoint or remove the majority of the members of the board of directors; has the right to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

● Use of estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Group require a higher degree of judgment than others in their application. These include the recognition of revenue, the valuation of investment properties and intangible assets, Contract liabilities. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates.

● Segment Reporting

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

For years ended December 31, 2025 and 2024, the Company operates and manages its business as one single business segment, in accordance with ASC 280. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The Company’s CODM assesses the Company’s performance and results of operations on a consolidated basis. The Company generates substantially all of its revenues from customers in Austria. Accordingly, no geographical segments are presented. Substantially, all of the Company’s long-lived assets are located in Austria.

● Revenue recognition

The Group recognizes revenues pursuant to ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services, reduced by value added tax (“VAT”). To achieve the core principle of this standard, the Group applies the following five steps:

1. Identification of the contract, or contracts, with the customer;

2. Identification of the performance obligations in the contract;

3. Determination of the transaction price;

4. Allocation of the transaction price to the performance obligations in the contract; and

5. Recognition of the revenue when, or as, a performance obligation is satisfied.

The Group generates revenues by sales of swim spas.

8

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

In accordance with ASC 606, the Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which the Group expects to be entitled in such exchange. The Group’s customer contracts have only one single performance obligation as to transfer the specific goods to customers, and there are no separately identifiable other promises in the contracts. The Group’s products are sold with no right of return, except for defective products. Transaction price is fixed and stated in the contracts. The Group’s sales are net of value added tax (“VAT”) and business tax and surcharges collected on behalf of tax authorities in respect of goods sales.

The Group’s revenue is recognized at a point in time when the customer accepts the goods, which generally occurs when the products are delivered to the customer’s designated location in Europe region sales and upon custom clearance for overseas sales. The Group evaluated the contract terms under the agreement and was recognized at the point of time when the control was transferred to the customer.

Based on historical information, management does not believe a sales return allowance is necessary and no allowance for either has been recorded on December 31, 2025. For the year ended December 31, 2025, the Group did not record any sales return from customer in Austria related to a product quality claim. This return was considered an isolated incident, as the Group had not engaged in product sales with this customer ever since. Except for the returns with this customer, historical returns were immaterial.

The Group acts as a principle in the sales of goods, as it is responsible for the quality of the goods and has control of the goods before transferring the goods to the customers, and has the power of establishing the transaction price. Revenues are recognized on a gross basis.

The following table presents the revenue disaggregation of geographical locations for the years ended December 31, 2024 and 2025, respectively:

		2025				2024
		US$				US$
Europe			21,435,602				24,904,088
Others			442,187				410,193
			21,887,779				25,314,281

● Income taxes

The Group follows the liability method of accounting for income tax. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled. The Group also evaluates whether the recorded deferred tax assets and valuation allowances can be realized and, when necessary, reduces the amounts to what is expected to be realized.

The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Group does not believe it has any uncertain tax positions through the periods ended December 31, 2025 and 2024 respectively which would have a material impact on the Group’s consolidated financial statements.

Interest and penalties related to uncertain income tax positions are included in income tax expense on the Group’s consolidated statements of operations and comprehensive income / (loss). Interest and penalties actually incurred are charged to interest expense and the other income, respectively if applicable.

The Group files tax returns in Austria. The tax returns for 2025, and 2024 are subject to examination by Austrian tax authorities, commencing with the first year filed.

● Investment in pension insurance policies

The Group invests in corporate-owned pension insurance policies in order to provide retirement benefits for its respective key personnel, such as the company's director. The Group is the beneficiary of these pension insurance policies. The Group accounts for these pension insurance policies in accordance with ASC 715, Compensation – Retirement Benefits, as they represent a form of employee benefit.

9

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Investments in pension insurance policies are reported as assets and are subsequently measured based on the surrender value. The change in the value of these policies during the period, including any actuarial gains or losses, is recognized in the consolidated statements of income and comprehensive income, consistent with the accounting for postretirement benefit plans.

● Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, and bank deposits with original maturities of three months or less, all of which are unrestricted as to withdrawal.

● Trade receivable, net

The Group does not charge interest to its customers and carries its customer receivables at their face amounts, less an expected credit loss. As is common practice in the industry, the Group classifies all accounts receivable as current assets.

The Group grants trade credit, on a non-collateralized basis, to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Group analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

● Inventories

Inventories are measured using the weighted average method and are stated at the lower of cost or net realizable value. Cost of goods sold comprises the purchase price of inventories, together with directly attributable costs such as returns. Allowance is made for obsolete, slow moving or defective items, where appropriate.

● Property, plant and equipment

Property, plant and equipment is carried at cost. Major modifications or refurbishments which extend the useful life of the assets are capitalized and depreciated over the adjusted remaining useful life of the assets. Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized in consolidated income from operations. The cost of maintenance and repairs is charged to expense as incurred. Property, plant and equipment is reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of property, plant and equipment exceeds its fair value, an impairment charge would be recorded in the consolidated statement of operations.

Depreciation of property, plant and equipment are computed using the straight-line method over the assets’ estimated useful lives as follows:

		Expected useful life
Furniture and fixture		2-10 years
Leasehold improvement		4-10 years
Office equipment		3-5 years
Motor vehicles		2-8 years

10

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

● Impairment of long lived assets

Long-lived assets such as property, plant and equipment with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. There was no impairment of long lived assets during 2025 and 2024, respectively.

● Intangible assets

Intangible assets are initially recognized and measured at cost upon the acquisition. Intangible assets that have determinable lives are amortized over their estimated useful lives.

Amortization of intangible assets are computed using the straight-line method over the assets’ estimated useful lives as follows:

		Expected useful life
Patent rights and licenses		2 – 10 years
Data processing programme		4 years
Homepages		4 – 5 years

● Investment properties

Investment properties consists of commercial properties which are principally held to earn rental income and commercial developments that are being constructed or developed for future use as commercial properties. Investment properties are measured initially at cost, includes direct development costs, realty taxes.

Depreciation of investment property is computed using the straight-line method over the expected useful life, which the depreciation rate of the investment property is 1.5% annually if the useful life of the property does not excess 67 years.

● Leases arrangements

In the ordinary course of business, the Group enters into a variety of operating lease and finance lease arrangements.

Operating and finance right-of-use leases are included in operating and finance lease right-of-use assets, current portion of long-term operating and finance lease obligations and long-term operating and finance lease obligations, net of current maturities on the Group’s consolidated balance sheets, as appropriate. Operating lease right-of-use assets, finance lease right-of-use assets, operating lease liabilities and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate to calculate present value, the Group determines this rate by estimating the Group’s incremental borrowing rate, utilizing the borrowing rates associated with the Group’s various debt instruments. The operating lease right-of-use asset and finance lease right-of-use asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

For the short term lease, the lease which have less than 12 months lease term or unlimited lease term which can be terminated immediately are exempted from the recognizing the right-of-use assets and lease liabilities.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

11

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

● Contract liabilities

A contract liability is recognized when the Group receives consideration or has an unconditional right to consideration before transferring goods to a customer. Contract liabilities are recognized as revenue when the Group satisfies its performance obligations by transferring control of goods to customers.

		2025				2024
		US$				US$
Balance at beginning of the year			1,570,755				2,457,422
Additions			3,247,941				1,570,755
Recognized to revenue during the year			(1,570,755	)			(2,457,422	)
Ending balance			3,247,941				1,570,755

● Foreign currency translation

The Group ‘s principal place of operation is Austria. The financial position and results of its operations are predominately determined using EUR, the local currency of the Group, as the functional currency. The Group’s consolidated financial statements are presented in U.S. Dollars (“US$” or “$”). The results of operations and the consolidation statement of cash flows, denominated in the functional currency, are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currencies at the balance sheet date are translated to US$ at the applicable rate of exchange in effect at that date. The equity, denominated in the functional currency, is translated to US$ at the historical rate of exchange at the time of the transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rate from period to period are included as a separate component of accumulated other comprehensive income in the consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Group’s consolidated statements of operations and comprehensive income under foreign exchange transaction losses.

The following table outlines the exchange rates that are used in preparing these consolidated financial statements.

			As of December 31
			2025				2024
Year end spot rates
EUR			US$1 = EUR0.85				US$1 = EUR0.96

		As of December 31
		2025				2024
Average rates
EUR			US$1 = EUR0.84				US$1 = EUR0.84

● Comprehensive income

We account for comprehensive income in accordance with ASC 220, “Comprehensive Income”, which specifies the computation, presentation and disclosure requirements for comprehensive income. Comprehensive income consists of net income and foreign currency translation adjustments, primarily from fluctuations in foreign currency exchange rates of our foreign subsidiaries with a functional currency other than the U.S. dollar.

● Ordinary share

On November 26, 2013, the Company incorporated with the total amount of share of EUR10,000 and fully owned by the directors. Under the Company Law of Austrian, the limited liability company does not have the number of share which the shareholder holds one capital contribution. The ownership is documented in the Commercial Register.

12

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

● Related parties

Related parties are affiliates of the Group; entities for which investments are accounted for by the equity method by the Group; trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; principal owners of the Group; its management; members of the immediate families of principal owners of the Group and its management; and other parties with which the Group may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Another party also is a related party if it can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

● Finance costs

Interest relating to leases and loans repaid are expensed in the period the repayment occurs.

● Fair value measurements

The Company applies the provisions of ASC 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.

The Group uses the three-tier hierarchy of fair value measurement, which prioritizes the inputs used in measuring fair value based upon their degree of availability in external active markets. These tiers include: Level 1 (the highest priority), defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 (the lowest priority), defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of December 31, 2025 and 2024, the Group determined that the carrying values of cash and cash equivalents, accounts receivable, net, prepayments and other current assets, bank borrowings, accounts payable, contract liabilities, other payables and accrued expenses approximate their fair values because of the short-term nature of these instruments.

● Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The new guidance requires, on an annual basis, disclosure of specific categories in the rate reconciliation and disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and December 15, 2025 for entities other than public business entities. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and will not have an impact on the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326) (“ASU 2025-05”). The new guidance provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows:

1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

13

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

2. Accounting policy election. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company does not anticipate the adoption of the practical expedient to have a material impact on the Company’s condensed consolidated financial statements. The Company does not intend to make the accounting policy election.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function. ASU 2026-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted on a retrospective, modified, or prospective basis. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes. This guidance became effective for the first quarter of 2021 on a prospective basis. The implementation of ASU 2019-12 in the year ended December 31, 2021, did not have a material impact on the Group’s consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805)". ASU 2021-08 creates an exception to the general recognition and measurement principle for contract assets and contract liabilities from contracts with customers acquired in a business combination. Under this exception, an acquirer applies ASC 606 to recognize and measure contract assets and contract liabilities on the acquisition date. ASC 805 generally requires the acquirer in a business combination to recognize and measure the assets it acquires and the liabilities it assumes at fair value on the acquisition date. The ASU 2021-08 will become effective for fiscal years beginning after December 15, 2024. The adoption of this ASU is not expected to have a material impact on the Group’s consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In December 2024, the FASB issued ASU 2024-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848". This ASU defers the sunset date of Topic 848, which provides relief to entities affected by reference rate reform. The ASU defers the sunset date of Topic 848 from December 31, 2024, to December 31, 2025. The standard is effective immediately and the Group adopted the standard in December 2024 with no financial impact. The Group is currently assessing the impact ASU 2020-04, for which this ASU 2024-06 relates, will have on its consolidated financial statements.

The Group has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Note 4: Investment in pension insurance policies

As of December 31, 2025 and 2024, the investments in pension insurance policies of the following:

		2025				2024
		US$				US$
Pension insurance policies			165,063				136,456
			165,063				136,456

14

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

During 2020 and 2014, the Group entered into the pension insurance policy with Wiener Stadtische Versicherung AG (“Wiener”) to insure the pension of Mr. Matthias Stadlober and Mr. Konrad Schweigler who are the directors of the Group. The Group can surrender the pension insurance policy at any time with no restrictions and will receive the cash surrender value at the date of termination.

As of December 31, 2025 and 2024, the investments in the pension insurance policy were recognized at their cash surrender value of $165,063 and $136,456, respectively, as defined under the policy.

Note 5: Held for sale assets

During the year ended December 31, 2024, management committed to a plan to sell certain investment properties and land. As the criteria in ASC 360-10-45 were met, the related assets were classified as held for sale as of April 11, 2024.

Upon classification, the assets were measured at the lower of their carrying amount and fair value less costs to sell. Depreciation of the related assets ceased upon classification. No material impairment loss was recognized upon initial classification.

As of December 31, 2024, the assets held for sale were presented separately on the consolidated balance sheet.

During the year ended December 31, 2025, the Group completed the sale of the investment properties and land to an unaffiliated third party for net proceeds of $158,711, resulting in a gain on disposal of $17,574, which is included in other income in the consolidated statement of profit or loss.

Note 6: Trade receivable, net

Trade receivable, net consisted of the following at December 31:

		2025				2024
		US$				US$
Trade receivables			1,799,810				1,556,237
Less: allowance for doubtful accounts			-				(25,263	)
			1,799,810				1,530,974

The movement of allowance for credit losses are as follows:

		2025				2024
		US$				US$
Balance at beginning of period			25,263				22,732
Add: Allowance for credit loss			-				25,263
Less: allowance for doubtful accounts			(25,263	)			(22,732	)
Balance at end of period			-				25,263

Note 7: Prepayments and other current assets

Prepayment and other current assets mainly represent deposits paid for purchases and services, rental and utilities deposits, and prepaid expenses.

		2025				2024
		US$				US$
Advance to supplier			793,967				22,004
Prepayment			65,063				586,964
Other receivables			127,383				100,154
			986,413				709,122

15

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Note 8: Inventories

		2025				2024
		US$				US$
Finished goods			7,534,712				5,384,822
			7,534,712				5,384,822

Management continuously reviews obsolete and slow moving inventories and assesses the inventory valuation to determine if the write-down of inventories is deemed appropriate. For the years ended December 31, 2025, and 2024, no impairment loss of inventory.

Note 9: Property, plant and equipment, net

		2025				2024
		US$				US$
Furniture and fixture			253,311				223,864
Leasehold improvement			548,635				487,698
Office equipment			317,180				250,047
Motor vehicles			329,816				257,289
			1,448,942				1,218,898
Less: accumulated depreciation			(1,131,919	)			(912,395	)
Property, plant and equipment, net			317,023				306,503

Depreciation expense was $108,392 and $138,120 for the years ended December 31, 2025 and 2024, respectively.

Note 10: Intangible assets, net

Intangible assets, net consisted of the following:

		2025				2024
		US$				US$
At cost:
Patent rights and licenses			10,727				9,535
Data processing programme			33,235				29,544
Homepage			112,037				99,593
			155,999				138,672
Less: accumulated amortization			(129,785	)			(115,370	)
Intangible assets, net			26,214				23,302

Amortization expense was Nil and $16,984 for the years ended December 31, 2025 and 2024, respectively. Internally generated intangible assets do not satisfy the recognition and measurement criteria prescribed under ASC350 and is not eligible for capitalized as of December 31, 2025 and 2024.

The future amortization for the intangible assets are expected to be as follows:

		US$
For the year ending December 31,
2026			16,984
Thereafter			9,230
			26,214

16

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Note 11: Other payables and accrued expenses

Other payables and accrued expenses mainly represent accruals for operating expenses.

		2025				2024
		US$				US$
Other payables			455,216				1,119,206
Accruals			135,692				65,130
			590,908				1,184,336

Note 12: Operating Lease obligations

The Group has operating leases primarily for office space. The Group’s leases have remaining lease terms of several months to five years.

		2025				2024
		US$				US$
Operating lease expense			385,247				371,577
Short term lease expense			361,027				239,308
Total operating lease expenses			746,274				610,885

The components of lease expense are as follows:

		2025				2024
		US$				US$
Right-of-use assets			620,306				531,975
Lease liabilities
Current lease liabilities			262,885				182,211
Non-current liabilities			357,420				349,764
Total lease liabilities			620,305				531,975
Weighted average discount rate			2.15	%			1.97	%
Weighted average remaining lease term (years)			1.20				1.80

Amortization expense was $294,054 and $303,348 for the years ended December 31, 2025 and 2024, respectively.

Maturities of lease liabilities are as follows:

		US$
Year ending December 31,
2026			273,666
2027			235,928
2028			92,407
2029			30,991
2030			4,233
Total lease payments			637,225
Less: imputed interest			(16,920	)
Total lease liabilities			620,305

17

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Note 13: Finance Lease obligations

The Group has finance leases primarily for motor vehicles. The Group’s leases have remaining lease terms of several months to five years.

The components of lease expense are as follows:

		2025				2024
		US$				US$
Right-of-use assets			118,714				140,720
Lease liabilities
Current lease liabilities			55,591				55,492
Non-current liabilities			70,052				107,955
Total lease liabilities			125,643				163,447
Weighted average discount rate			2.15	%			1.97	%
Weighted average remaining lease term (years)			1.2				1.8

Amortization expense was $58,803 and $33,308 for the years ended December 31, 2025 and 2024, respectively.

Maturities of lease liabilities are as follows:

		US$
Year ending December 31,
026			60,486
2027			44,999
2028			26,194
2029			2,398
Total lease payments			134,077
Less: imputed interest			(8,434	)
Total			125,643

Note 14: Bank overdraft

		2025				2024
		US$				US$
Working capital loan			2,011,336				2,402,951
			2,011,336				2,402,951

In April 2020, the Group entered into the credit loan agreement with limit of EUR1,600,000 and EUR800,000 (variable interest of 4.4% and 5.7% per annum, respectively) with no valid date and no financial guarantee.

Note 15: Contract liabilities

Contract liabilities represent customer deposits received for goods not yet delivered to customers as at the reporting date. Such balances are recognised as deposits until the related goods are delivered.

18

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Note 16: Ordinary share

During the year ended December 31, 2025, there was no movement with the Company’s issued ordinary share.

Amount paid for shares at years end of:

		2025				2024
		US$				US$
Amount paid			10,585				10,585

Note 17: Other income, net

		2025				2024
		US$				US$
Rental income			4,766				9,919
Gain on disposal of property, plant and equipment			9,303				-
Gain on disposal of held for sale assets			17,574				-
Foreign exchange			101,733				30,444
Sundry income			196,971				3,514,833
			330,347				3,555,196

The sundry income mainly represents the services charged to the ultimate holding company - Guangdong Crystal Island Healthwise Co., Ltd.

Note 18: General and administrative expenses

		2025				2024
		US$				US$
Advertisement expenses (note a)			1,666,322				2,323,002
Staff salary and benefit			4,596,995				5,585,360
Lease expenses			1,059,176				1,337,887
Others (note b)			3,454,534				3,902,599
			10,777,027				13,148,848

(a) Advertising costs, which consist primarily of fees of displaying advertisements on social media, are expensed as incurred.

(b) Other operating expenses mainly comprise staff transportation expenses, insurance expenses, and other general administrative expenses incurred in the ordinary course of the Group’s business.

Note 19: Income taxes

No income tax arose in the United States of America by the Group for the years ended December 31, 2025 and 2024.

All the subsidiaries of the Group are subjected to a corporate income tax rate of 23% in year 2025 (2024: 23%). Austria allows for tax groups, consolidating domestic members' taxable results at the parent level. Foreign tax losses are attributed proportionally, capped at the amount incurred under foreign law, and their recognition is limited to 75% of domestic group profits. Utilized foreign tax losses are subject to recapture taxation under specific conditions.

19

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

The Company and its subsidiaries are based in Austria and file Austrian profits tax return. The components of the (provision) / credit for income taxes (expense) / credit were as follows:

		2025				2024
		US$				US$
Current tax expenses
Austria profit tax			(41,578	)			(3,356	)
Income tax expenses			(41,578	)			(3,356	)
Deferred tax (expenses) / credit
Austria			-				-
Total deferred tax (expenses) / credit			-				-
Total expense			(41,578	)			(3,356	)

The reconciliation of income tax rate to the effective income tax rate based on income before income tax expense for the years ended December 31, 2025 and 2024 are as follows:

		2025				2024
		US$				US$
Profit/(Loss) before income tax			(335,502	)			(103,395	)
Statutory income tax rate			23	%			23	%
Income tax expense at statutory rate			(77,165	)			(23,780	)
Effect of non-deductible expense			118,743				27,136
Income tax expense			41,578				3,356

Uncertain tax positions

As a result of the Group’s analysis, management has determined that the Group does not have any material uncertain tax positions.

Note 20: Risk factors

Financial risk factors

The Group’s activities expose it to a variety of financial risks: credit risk and foreign exchange rate risk.

(i) Concentration and credit risk

The Group has no significant concentration of credit risk, cash in banks in Austria is insured with limit of approximately US$104,000 per depositor per bank. Cash transactions are limited to high credit quality banks.

Assets that potentially subject the Company to significant credit risks primarily consist of trade receivables and other assets. The Group performs regular and ongoing credit assessments of the counterparties’ financial conditions and credit history. The Group also assess historical collection trends and aging of receivables. The Group considers that it has adequate controls over these receivables in order to minimize the related credit risk. As of December 31, 2025 and 2024, the balance of allowance of expected credit losses were nil and US$25,263, respectively.

20

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

For the year ended December 31, 2025 and 2024, most of the Group’s assets were located in Austria. At the same time, the Group considers that it is exposed to the following concentration of risk:

a) Major customers

For the year ended December 31, 2025 and 2024, no customer accounted for 10% or more of the Groups’ revenues.

b) Major vendors

For the year ended December 31, 2025, three vendors accounted for 10% or more of the Group’s cost of revenues. Cost of revenues charged by the vendor for the year ended December 31, 2025 represented 42%, 31% and 13% of the Group’s cost of revenues for that year.

For the year ended December 31, 2024, three vendors accounted for 10% or more of the Group’s cost of revenues. Cost of revenues charged by the vendor for the year ended December 31, 2024 represented 34%, 24% and 15% of the Group’s cost of revenues for that year.

(ii) Foreign exchange rate risk

The Group operates in Austria and trades with both local and overseas customers and suppliers, and is exposed to foreign exchange rate risk arising from various currency exposures, primarily with respect to purchases in Euros. Foreign exchange risk arises from committed and unmatched future commercial transactions, such as confirmed import purchase orders and sales orders, recognized assets and liabilities.

Note 21: Related party transactions and balances

Nature of relationship with related party

Name of related party		Relationship with the Company
Guangdong Crystal Island Healthwise Co., Ltd		Ultimate holding company

Related party balance consisted of following:

		2025				2024
		US$				US$
Amount due (to) / from Guangdong Crystal Island Healthwise Co., Ltd			(2,619,250	)			3,152,226

Related party transactions consisted of following:

		2025				2024
		US$				US$
Purchase from related party
Guangdong Crystal Island Healthwise Co., Ltd			4,871,712				3,806,843
Services charge to related party
Guangdong Crystal Island Healthwise Co., Ltd			-				3,167,632

The amount is unsecured, interest-free and due on demand.

Note 22: Commitments and contingencies

(i) Litigations

The Group is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the consolidated financial statements of the Group. There are no significant unresolved legal issues as of December 31, 2025 and 2024.

21

BETA BETEILIGUNGS UND GMBH

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(ii) Contingencies

The Group accounts for loss contingencies in accordance with ASC 450 and other related guidelines. As of December 31, 2025 and 2024, the Group’s management is of the opinion that there are no commitments and contingencies to account for.

Note 23: Segment information

The Group uses the management approach to determine reportable operating segments. The management approach consider the internal organization and reporting used by the Group’s CODM, specifically the Group’s CEO and CFO, for making decisions, allocating resources and assessing performance.

The CODM considers the Group carries out all its business activities and operations in Austria. All transactions are concluded and completed in Austria with similar terms and conditions. Internally, the Group reports costs and expenses by nature as a whole for management decision-making and assessment. Based on management’s assessment, the Group determines that it has only one operating segment and therefore one reportable segment as defined by ASC 280. Furthermore, since all the Group’s revenues and derived in Austria with all operations being carried out in Austria, no geographical segment is presented. The Group concludes that it has only one reportable segment.

The CODM of the Group primarily utilize the net income to monitor budget to actual performance and to assess the adequacy of capital resources for marketing and development. The following table presents the significant revenue and expense categories in the Group’s single operating segment.

		2025				2024
		US$				US$
Revenues			21,877,789				25,314,281
Cost of revenue			(11,511,566	)			(15,669,831	)
General and administrative expenses			(10,777,027	)			(13,148,848	)
Finance costs			(213,467	)			(411,735	)
Other income			330,347				3,555,196
			(293,924	)			(360,937	)

Note 24: Subsequent event

On August 12, 2026, Masonglory Limited (the “Company”) entered into a share swap agreement (the “Share Swap Agreement”) with the holder of a 49% equity interest in Beta Beteiligungs und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria (the “Target”), and the beneficial owner of such holder, pursuant to which such holder agreed to transfer 20% of the equity interests in the Target to a wholly-owned subsidiary of the Company, and, as consideration therefor, the Company agreed to allot and issue to such beneficial owner an aggregate of 1,377,000 Class A ordinary shares of the Company, par value US$0.0008 each (the “Consideration Shares”). The number of Consideration Shares was determined by reference to a valuation of 100% of the equity interests in the Target of US$23,400,000 performed by an independent third-party valuation firm, and a price per Class A ordinary share of US$3.40, which was determined by reference to the closing bid price of the Class A ordinary shares of the Company of US$3.43 on August 11, 2026. The Target is engaged in the trading and distribution of construction materials, principally bathtubs, hot tubs and swim spas, in Continental Europe, which is complementary to the Company’s existing wet trades and construction materials services business, and the transaction represents a horizontal, synergistic expansion of the Company’s geographic footprint and construction materials product portfolio into Continental Europe.

The Group evaluates all events and transactions that occur after December 31, 2025 up through the date the Group issues the consolidated financial statements. Other than the event disclosed above and elsewhere in these consolidated financial statements, there is no other subsequent event occurred that would require recognition or disclosure in the Group’s consolidated financial statements.

22

Exhibit 99.2

BETA BETEILIGUNGS UND BESITZ GMBH

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (audited)		1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the six months ended June 30, 2026 and 2025		2
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity  for the six months ended June 30, 2026 and 2025		3
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025		4
Notes to Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2026 and 2025		5-22

BETA BETEILIGUNGS UND GMBH

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
ASSETS
Current asset:
Cash and cash equivalents		$	1,585,107			$	1,321,981
Trade receivables, net			2,053,284				1,799,810
Prepayments and other current assets			892,239				986,413
Current tax assets			-				6,141
Inventories			8,834,642				7,534,712
Total current assets			13,365,272				11,649,057
Non-current assets:
Property, plant and equipment, net			415,891				317,023
Operating lease right-of-use assets, net			1,393,291				620,306
Finance lease right-of-use assets, net			167,540				118,714
Intangible assets, net			17,878				26,214
Investments in pension insurance policies			149,404				165,063
Total non-current assets			2,144,004				1,247,320
TOTAL ASSETS		$	15,509,276			$	12,896,377
LIABILTIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables, Third party		$	2,570,450			$	1,248,875
Trade payables, Related party			1,440,287				2,178,122
Other payable and accruals			1,054,992				590,908
Contract liabilities			4,003,562				3,247,941
Amount due to ultimate holding company			2,324,765				2,619,250
Operating lease liabilities, current portion			776,863				262,885
Finance lease liabilities, current portion			79,445				55,591
Current tax liabilities			42,272				35,041
Bank overdrafts			2,166,746				2,011,336
Total current liabilities			14,459,382				12,249,949
Non-current liabilities:
Operating lease liabilities, non-current portion			616,428				357,420
Finance lease liabilities, non-current portion			82,492				70,052
Total non-current liabilities			698,920				427,472
TOTAL LIABILITIES			15,158,302				12,677,421
Commitments and contingencies (Note 21)			-				-
SHAREHOLDERS’ EQUITY
Ordinary share, issued and outstanding as of June 30, 2026 and December 31, 2025			10,585				10,585
Exchange reserve			223,090				193,108
Capital reserve			529,229				529,229
Accumulated losses			(411,930	)			(513,966	)
Total shareholders’ equity attributable to Beta Beteiligungs und GmBH			350,974				218,956
Shareholders’ equity			350,974				218,956
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	15,509,276				12,896,377

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BETA BETEILIGUNGS UND GMBH

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

		For the six months ended June 30,
		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Revenue			13,078,143				8,598,119
Cost of revenue			(6,998,611	)			(3,704,872	)
Gross profit			6,079,532				4,893,247
Operating expenses
Finance costs			(106,219	)			(94,785	)
General and administrative expenses			(6,414,294	)			(4,802,469	)
			(6,520,513	)			(4,897,254	)
LOSS FROM OPERATION			(440,981	)			(4,007	)
Other income:
Other income, net			601,704				237,354
Total other income, net			601,704				237,354
PROFIT BEFORE INCOME TAXES			160,723				233,347
Income tax expense			(58,687	)			(69,863	)
NET INCOME			102,036				163,484
Other comprehensive income:
Foreign currency translation adjustment			29,982				46,790
COMPREHENSIVE INCOME			132,018				210,274
Comprehensive income attributable to Beta Beteiligungs und GmBH		$	132,018				210,274

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BETA BETEILIGUNGS UND GMBH

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

		Ordinary shares				Exchange				Capital				Accumulated				Total Shareholders’
		Amount				reserve				reserve				losses				equity
Balance as of January 1, 2025		$	10,585				141,415				529,229				(178,464	)			502,765
Foreign currency translation adjustment			-				46,790				-				-				46,790
Net income for the period			-				-				-				163,484				163,484
Balance as of June 30, 2025		$	10,585				188,205				529,229				(14,980	)			713,039

		Ordinary shares				Exchange				Capital				Accumulated				Total Shareholders’
		Amount				reserve				reserve				losses				equity
Balance as of January 1, 2026		$	10,585				193,108				529,229				(513,966	)			218,956
Foreign currency translation adjustment			-				29,982				-				-				29,982
Net income for the period			-				-				-				102,036				102,036
Balance as of June 30, 2026		$	10,585				223,090				529,229				(411,930	)			350,974

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

BETA BETEILIGUNGS UND GMBH

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the six months ended June 30,
		2026				2025
		US$				US$
Cash flows from operating activities:
Net income		$	102,036				163,484
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation on property, plant and equipment			57,350				46,824
Gain on disposal of property, plant and equipment			(53,001	)			(159,802	)
Amortization on intangible assets			8,972				-
Fair value change of investment in pension insurance policies			15,659				(16,347	)
Amortization on right-of-use assets – operating lease			264,096				155,563
Amortization on right-of-use assets – finance lease			39,903				11,173
Change in operating assets and liabilities:
Trade receivables			(253,474	)			(1,569,018	)
Inventories			(1,299,930	)			(1,011,762	)
Other receivables, deposit and prepayment			94,174				843,876
Trade payables			583,740				(1,291,152	)
Other payables and accrued expenses			464,085				254,037
Operating leases			(264,096	)			(155,563	)
Contract liabilities			755,621				2,948,275
Current taxation			13,372				65,552
Net cash provided by operating activities			528,507				285,140
Cash flows from (used in) investing activities:
Acquisition of property, plant and equipment			(297,219	)			(6,469	)
Proceeds from disposal of property, plant and equipment			177,210				194,013
Net cash (used in) provided by investing activities			(120,009	)			187,544
Cash flows used in financing activities:
Proceeds from short term borrowings			155,410				109,610
Repayment of short term borrowings			-				(8,871	)
Advance from (repayment to) the ultimate holding company			(294,485	)			(764,940	)
Repayment of financing leases			(52,435	)			(70,789	)
Net cash used in financing activities			(191,510	)			(734,990	)
Net change in cash, cash equivalents and restricted cash			216,988				(262,306	)
Foreign currency translation adjustment			46,138				6,494
BEGINNING OF YEAR			1,321,981				702,936
END OF YEAR		$	1,585,107				447,124
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Initial recognition of operating right-of-use assets and lease liabilities			1,037,000				-
Initial recognition of financing right-of-use assets and lease liabilities			188,300				-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	45,315				4,311
Cash paid for interest			13,808				13,866

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Note 1: Organization and Business Background

Beta Beteiligungs und GmBH (the “Company”) was incorporated in the Austria on November 26, 2013.

Beta Wellness HandelsgmbH (“Beta”) is the principal operating subsidiary of the Company. It is principally engaged in the trading of hot tubs and swim spas in Austria and in European countries.

The Company’s principal subsidiaries at June 30, 2026 and December 31, 2025 are set out below.

Description of subsidiaries

Company name		Place of incorporation and principal place of operation		Principal activities and place of operation		Effective interest held
						As of June 30, 2026				As of December 31, 2025
Beta Wellness HandelsgmbH		Austria		Trading of hot tubs and swim spas			100	%			100	%
Bw HandelsgesmbH		Austria		Trading of hot tubs and swim spas			100	%			100	%
SR Eurotech GmbH		Austria		Trading of hot tubs and swim spas			100	%			100	%

The Company and its subsidiaries are hereinafter referred to as (the “Group”).

Note 2: Liquidity

In assessing the Group’s liquidity, the Group monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Group’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Bank overdrafts and cash generated from operations have been utilized to finance the working capital requirements of the Group.

As of June 30, 2026, the Group reported a positive operating cash flow of $528,507. In addition, the Group maintained active bank accounts and obtained banking facilities to ensure it had sufficient funds to finance its working capital requirements. The Group continued to meet its payment obligations through these accounts and maintained sufficient working capital to support its ongoing business activities and operating performance.

5

BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Considering all facts and information on hand, management expects the Group’s cash on hand is sufficient to finance its working capital requirements within the normal operating cycle of a twelve-months period from the date these unaudited condensed consolidated financial statements are issued.

If the Group is unable to have sufficient fund to finance its working capital requirements within the normal operating cycle of a twelve-months period from the date these unaudited condensed consolidated financial statements are issued, the Group may consider supplementing its available sources of funds through the following sources:

● additional equity financing from shareholders and third-party investors.

Based on the above considerations, management is of the opinion that the Group has sufficient funds to meet its working capital requirements and current liabilities as they become due within twelve months from the date these unaudited condensed consolidated financial statements are issued. However, there is no assurance that the Group will be successful in implementing its plans. There are a number of factors that could potentially arise and could undermine the Group’s plans, such as changes in the demand for the Group’s services, general market conditions, and competitive environment of the capital market industry in Hong Kong and changes in regulatory requirements, etc.

Note 3: Summary of Significant Accounting Policies

● Basis of presentation and principles of consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).  

The accompanying unaudited condensed consolidated financial statements include the results of operations of the Company and its subsidiaries in Note 1. Significant intercompany transactions and balances have been eliminated. Subsidiaries are all entities over which the Group has control; has the power to appoint or remove the majority of the members of the board of directors; has the right to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

● Use of estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting estimates of the Group require a higher degree of judgment than others in their application. These include the recognition of revenue, the valuation of investment properties and intangible assets, Contract liabilities. Management continually evaluates all of its estimates and judgments based on available information and experience; however, actual results could differ from these estimates.

6

BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

● Segment Reporting

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

For six months ended June 30, 2026 and 2025, the Company operates and manages its business as one single business segment, in accordance with ASC 280. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The Company’s CODM assesses the Company’s performance and results of operations on an unaudited condensed consolidated basis. The Company generates substantially all of its revenues from customers in Austria. Accordingly, no geographical segments are presented. Substantially, all of the Company’s long-lived assets are located in Austria.

● Revenue recognition

The Group recognizes revenues pursuant to ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services, reduced by value added tax (“VAT”). To achieve the core principle of this standard, the Group applies the following five steps:

1. Identification of the contract, or contracts, with the customer;

2. Identification of the performance obligations in the contract;

3. Determination of the transaction price;

4. Allocation of the transaction price to the performance obligations in the contract; and

5. Recognition of the revenue when, or as, a performance obligation is satisfied.

The Group generates revenues by sales of swim spas.

In accordance with ASC 606, the Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which the Group expects to be entitled in such exchange. The Group’s customer contracts have only one single performance obligation as to transfer the specific goods to customers, and there are no separately identifiable other promises in the contracts. The Group’s products are sold with no right of return, except for defective products. Transaction price is fixed and stated in the contracts. The Group’s sales are net of value added tax (“VAT”) and business tax and surcharges collected on behalf of tax authorities in respect of goods sales.

The Group’s revenue is recognized at a point in time when the customer accepts the goods, which generally occurs when the products are delivered to the customer’s designated location in Europe region sales and upon custom clearance for overseas sales. The Group evaluated the contract terms under the agreement and was recognized at the point of time when the control was transferred to the customer.

Based on historical information, management does not believe a sales return allowance is necessary and no allowance for either has been recorded on June 30, 2026. For the six months ended June 30, 2026, the Group did not record any sales return from customer in Austria related to a product quality claim. This return was considered an isolated incident, as the Group had not engaged in product sales with this customer ever since. Except for the returns with this customer, historical returns were immaterial.

The Group acts as a principle in the sales of goods, as it is responsible for the quality of the goods and has control of the goods before transferring the goods to the customers, and has the power of establishing the transaction price. Revenues are recognized on a gross basis.

The following table presents the revenue disaggregation of geographical locations for the six months ended June 30, 2026 and 2025, respectively:

		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Europe			13,078,143				8,598,119
Others			-				-
			13,078,143				8,598,119

7

BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

● Income taxes

The Group follows the liability method of accounting for income tax. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled. The Group also evaluates whether the recorded deferred tax assets and valuation allowances can be realized and, when necessary, reduces the amounts to what is expected to be realized.

The accounting guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Group does not believe it has any uncertain tax positions through the six months ended June 30, 2026 and 2025 respectively which would have a material impact on the Group’s unaudited condensed consolidated financial statements.

Interest and penalties related to uncertain income tax positions are included in income tax expense on the Group’s unaudited condensed consolidated statements of operations and comprehensive income. Interest and penalties actually incurred are charged to interest expense and the other income, respectively if applicable.

The Group files tax returns in Austria. The tax returns for 2026, and 2025 are subject to examination by Austrian tax authorities, commencing with the first year filed.

● Investment in pension insurance policies

The Group invests in corporate-owned pension insurance policies in order to provide retirement benefits for its respective key personnel, such as the company's director. The Group is the beneficiary of these pension insurance policies. The Group accounts for these pension insurance policies in accordance with ASC 715, Compensation – Retirement Benefits, as they represent a form of employee benefit.

Investments in pension insurance policies are reported as assets and are subsequently measured based on the surrender value. The change in the value of these policies during the period, including any actuarial gains or losses, is recognized in the unaudited condensed consolidated statements of income and comprehensive income, consistent with the accounting for postretirement benefit plans.

● Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, and bank deposits with original maturities of three months or less, all of which are unrestricted as to withdrawal.

● Trade receivables, net

The Group does not charge interest to its customers and carries its customer receivables at their face amounts, less an expected credit loss. As is common practice in the industry, the Group classifies all accounts receivable as current assets.

The Group grants trade credit, on a non-collateralized basis, to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Group analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

8

BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

● Inventories

Inventories are measured using the weighted average method and are stated at the lower of cost or net realizable value. Cost of goods sold comprises the purchase price of inventories, together with directly attributable costs such as returns. Allowance is made for obsolete, slow moving or defective items, where appropriate.

● Property, plant and equipment

Property, plant and equipment is carried at cost. Major modifications or refurbishments which extend the useful life of the assets are capitalized and depreciated over the adjusted remaining useful life of the assets. Upon retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed and any resulting gain or loss is recognized in unauditd condensed consolidated income from operations. The cost of maintenance and repairs is charged to expense as incurred. Property, plant and equipment is reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying value of property, plant and equipment exceeds its fair value, an impairment charge would be recorded in the unaudited condensed consolidated statement of operations.

Depreciation of property, plant and equipment are computed using the straight-line method over the assets’ estimated useful lives as follows:

		Expected useful life
Furniture and fixture		2-10 years
Leasehold improvement		4-10 years
Office equipment		3-5 years
Motor vehicles		2-8 years

● Impairment of long lived assets

Long-lived assets such as property, plant and equipment with finite lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. There was no impairment of long lived assets during the six months ended June 30, 2026 and 2025, respectively.

● Intangible assets

Intangible assets are initially recognized and measured at cost upon the acquisition. Intangible assets that have determinable lives are amortized over their estimated useful lives.

Amortization of intangible assets are computed using the straight-line method over the assets’ estimated useful lives as follows:

		Expected useful life
Patent rights and licenses		2 – 10 years
Data processing programme		4 years
Homepages		4 – 5 years

● Investment properties

Investment properties consists of commercial properties which are principally held to earn rental income and commercial developments that are being constructed or developed for future use as commercial properties. Investment properties are measured initially at cost, includes direct development costs, realty taxes.

Depreciation of investment property is computed using the straight-line method over the expected useful life, which the depreciation rate of the investment property is 1.5% annually if the useful life of the property does not excess 67 years.

9

BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

● Leases arrangements

In the ordinary course of business, the Group enters into a variety of operating lease and finance lease arrangements.

Operating and finance right-of-use leases are included in operating and finance lease right-of-use assets, current portion of long-term operating and finance lease obligations and long-term operating and finance lease obligations, net of current maturities on the Group’s unaudited condensed consolidated balance sheets, as appropriate. Operating lease right-of-use assets, finance lease right-of-use assets, operating lease liabilities and finance lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Group’s leases do not provide an implicit rate to calculate present value, the Group determines this rate by estimating the Group’s incremental borrowing rate, utilizing the borrowing rates associated with the Group’s various debt instruments. The operating lease right-of-use asset and finance lease right-of-use asset also includes any lease payments made and initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

For the short term lease, the lease which has less than 12 months lease term or unlimited lease term which can be terminated immediately are exempted from the recognizing the right-of-use assets and lease liabilities.

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

● Contract liabilities

A contract liability is recognized when the Group receives consideration or has an unconditional right to consideration before transferring goods to a customer. Contract liabilities are recognized as revenue when the Group satisfies its performance obligations by transferring control of goods to customers.

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Balance at beginning of the period/ year			3,247,941				1,570,755
Additions			4,003,562				3,247,941
Recognized to revenue during the period/ year			(3,247,941	)			(1,570,755	)
Balance at end of the period/ year			4,003,562				3,247,941

● Foreign currency translation

The Group ‘s principal place of operation is Austria. The financial position and results of its operations are predominately determined using EUR, the local currency of the Group, as the functional currency. The Group’s unaudited condensed consolidated financial statements are presented in U.S. Dollars (“US$” or “$”). The results of operations and the consolidation statement of cash flows, denominated in the functional currency, are translated to US$ at the average rate of exchange during the reporting period. Assets and liabilities denominated in functional currencies at the balance sheet date are translated to US$ at the applicable rate of exchange in effect at that date. The equity, denominated in the functional currency, is translated to US$ at the historical rate of exchange at the time of the transaction. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rate from period to period are included as a separate component of accumulated other comprehensive income in the unaudited condensed consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Group’s unaudited condensed consolidated statements of operations and comprehensive income under foreign exchange transaction losses.

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

The following table outlines the exchange rates that are used in preparing these unaudited condensed consolidated financial statements.

			As of June 30, 2026				As of December 31, 2025
Period/ Year end spot rates
EUR			US$1 = EUR0.88				US$1 = EUR0.85

		For the six months ended June 30,
		2026				2025
Average rates
EUR			US$1 = EUR0.86				US$1 = EUR0.92

● Comprehensive income

We account for comprehensive income in accordance with ASC 220, “Comprehensive Income”, which specifies the computation, presentation and disclosure requirements for comprehensive income. Comprehensive income consists of net income and foreign currency translation adjustments, primarily from fluctuations in foreign currency exchange rates of our foreign subsidiaries with a functional currency other than the U.S. dollar.

● Ordinary share

On November 26, 2013, the Company incorporated with the total amount of share of EUR10,000 and fully owned by the directors. Under the Company Law of Austrian, the limited liability company does not have the number of share which the shareholder holds one capital contribution. The ownership is documented in the Commercial Register.

● Related parties

Related parties are affiliates of the Group; entities for which investments are accounted for by the equity method by the Group; trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; principal owners of the Group; its management; members of the immediate families of principal owners of the Group and its management; and other parties with which the Group may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Another party also is a related party if it can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

● Finance costs

Interest relating to leases and loans repaid are expensed in the period the repayment occurs.

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

● Fair value measurements

The Company applies the provisions of ASC 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.

The Group uses the three-tier hierarchy of fair value measurement, which prioritizes the inputs used in measuring fair value based upon their degree of availability in external active markets. These tiers include: Level 1 (the highest priority), defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 (the lowest priority), defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of June 30, 2026 and December 31, 2025, the Group determined that the carrying values of cash and cash equivalents, trade receivables, net, prepayments and other current assets, bank overdrafts, trade payables, contract liabilities, other payables and accruals and amount due to ultimate holding company approximate their fair values because of the short-term nature of these instruments.

● Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and will not have an impact on the Company’s unaudited condensed consolidated financial statements.

In July 2025, FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. ASU No. 2025-05 is effective on a prospective basis for annual periods beginning after December 15, 2025, though early adoption and retroactive application is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its unaudited condensed consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function. ASU 2026-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted on a retrospective, modified, or prospective basis. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements into a centralized framework. The amendments also introduce a disclosure principle requiring entities to disclose material events and changes occurring since the most recent annual reporting period. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 for public business entities, with early adoption permitted. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures.

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

● Recently Issued Accounting Pronouncements

The Group has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Note 4: Investment in pension insurance policies

As of June 30, 2026 and December 31, 2025, the investments in pension insurance policies of the following:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Pension insurance policies			149,404				165,063
			149,404				165,063

During 2020 and 2014, the Group entered into the pension insurance policy with Wiener Stadtische Versicherung AG (“Wiener”) to insure the pension of Mr. Matthias Stadlober and Mr. Konrad Schweigler who are the directors of the Group. The Group can surrender the pension insurance policy at any time with no restrictions and will receive the cash surrender value at the date of termination.

As of June 30, 2026 and December 31, 2025, the investments in the pension insurance policy were recognized at their cash surrender value of $149,404 and $165,063, respectively, as defined under the policy.

Note 5: Held for sale assets

During the year ended December 31, 2024, management committed to a plan to sell certain investment properties and land. As the criteria in ASC 360-10-45 were met, the related assets were classified as held for sale as of April 11, 2024.

Upon classification, the assets were measured at the lower of their carrying amount and fair value less costs to sell. Depreciation of the related assets ceased upon classification. No material impairment loss was recognized upon initial classification.

During the six months ended June 30, 2025, the Group completed the sale of the investment properties and land to an unaffiliated third party for net proceeds of $158,711, resulting in a gain on disposal of $17,574, which is included in other income in the unaudited condensed consolidated statement of operations and comprehensive income.

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Note 6: Trade receivables, net

Trade receivables, net consisted of the following at June 30, 2026 and December 31, 2025:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Trade receivables			2,053,284				1,799,810
Less: allowance for doubtful accounts			-				-
			2,053,284				1,799,810

The movement of allowance for credit losses is as follows:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Balance at beginning of period/ year			-				25,263
Add: Allowance for credit loss			-				-
Less: allowance for doubtful accounts			-				(25,263	)
Balance at end of period/ year			-				-

Note 7: Prepayments and other current assets

Prepayment and other current assets mainly represent deposits paid for purchases and services, rental and utilities deposits, and prepaid expenses.

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Advance to supplier			393,611				793,967
Prepayment			354,236				65,063
Other receivables			144,392				127,383
			892,239				986,413

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Note 8: Inventories

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Finished goods			8,834,642				7,534,712
			8,736,704				7,534,712

Management continuously reviews obsolete and slow moving inventories and assesses the inventory valuation to determine if the write-down of inventories is deemed appropriate. For the six months ended June 30, 2026, and 2025, no impairment loss of inventories were recognized.

Note 9: Property, plant and equipment, net

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Furniture and fixture			164,515				253,311
Leasehold improvement			633,978				548,635
Office equipment			304,232				317,180
Motor vehicles			504,991				329,816
			1,607,716				1,448,942
Less: accumulated depreciation			(1,191,825	)			(1,131,919	)
Property, plant and equipment, net			415,891				317,023

Depreciation expense was $57,350 and $46,824 for the six months ended June 30, 2026 and 2025, respectively.

Note 10: Intangible assets, net

Intangible assets, net consisted of the following:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
At cost:
Patent rights and licenses			10,440				10,727
Data processing programme			32,347				33,235
Homepage			109,044				112,037
			151,831				155,999
Less: accumulated amortization			(133,953	)			(129,785	)
Intangible assets, net			17,878				26,214

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Amortization expense was $8,792 and Nil for the six months ended June 30, 2026 and 2025, respectively. Internally generated intangible assets do not satisfy the recognition and measurement criteria prescribed under ASC350 and is not eligible for capitalized as of June 30, 2026 and December 31, 2025.

The future amortization for the intangible assets are expected to be as follows:

		US$
For the year ending June 30,
2027			16,405
Thereafter			1,473
			17,878

Note 11: Other payables and accruals

Other payables and accruals mainly represent accruals for operating expenses.

		As of June 30,  2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Other payables			1,506,396				455,216
Accruals			1,448,596				135,692
			2,954,992				590,908

Note 12: Operating Lease obligations

The Group has operating leases primarily for office space. The Group’s leases have remaining lease terms of several months to five years.

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Operating lease expense			204,337				385,247
Short term lease expense			-				361,027
Total operating lease expenses			204,337				746,274

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

The components of lease expense are as follows:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Right-of-use assets			1,393,291				620,306
Lease liabilities
Current lease liabilities			776,863				262,885
Non-current liabilities			616,428				357,420
Total lease liabilities			1,393,291				620,305
Weighted average discount rate			3.57	%			2.15	%
Weighted average remaining lease term (years)			1.63				1.20

Amortization expense was $264,096 and $155,563 for the six months ended June 30, 2026 and 2025, respectively.

Maturities of lease liabilities are as follows:

		US$
Year ending June 30,
2027			791,588
2028			362,835
2029			253,506
2030			39,979
Total lease payments			1,447,908
Less: imputed interest			(54,617	)
Total lease liabilities			1,393,291

Note 13: Finance Lease obligations

The Group has finance leases primarily for motor vehicles. The Group’s leases have remaining lease terms of several months to five years.

The components of lease expense are as follows:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Right-of-use assets			167,540				118,714
Lease liabilities
Current lease liabilities			79,445				55,591
Non-current liabilities			82,492				70,052
Total lease liabilities			161,937				125,643
Weighted average discount rate			4.08	%			2.15	%
Weighted average remaining lease term (years)			1.42				1.20

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Amortization expense was $39,903 and $11,173 for the six months ended June 30, 2026 and 2025, respectively.

Maturities of lease liabilities are as follows:

		US$
Year ending June 30,
2027			111,266
2028			35,050
2029			14,610
Total lease payments			169,955
Less: imputed interest			(8,018	)
Total			161,937

Note 14: Bank overdrafts

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Working capital loan			2,166,746				2,011,336
			2,166,746				2,011,336

In April 2020, the Group entered into the credit loan agreement with limit of EUR1,600,000 and EUR800,000 (variable interest of 4.4% and 5.7% per annum, respectively) with no valid date and no financial guarantee.

Note 15: Contract liabilities

Contract liabilities represent customer deposits received for goods not yet delivered to customers as at the reporting date. Such balances are recognised as deposits until the related goods are delivered.

Note 16: Ordinary share

During the six months ended June 30, 2026 and 2025, there was no movement with the Company’s issued ordinary share.

Amount paid for shares at years end of:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Amount paid			10,585				10,585

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Note 17: Other income, net

		For the six months ended June 30,
		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Rental income			-				5,145
Gain on disposal of property, plant and equipment			53,001				159,802
Gain on disposal of held for sale assets			-				-
Foreign exchange			12,856				45,388
Sundry income			535,847				27,019
			601,704				237,354

The sundry income mainly represents the services charged to the ultimate holding company - Guangdong Crystal Island Healthwise Co., Ltd.

Note 18: General and administrative expenses

		For the six months ended June 30,
		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Advertisement expenses (note a)			1,513,678				2,144,007
Staff salary and benefit			2,625,767				902,749
Lease expenses			710,622				615,090
Others (note b)			1,578,268				1,140,623
			6,428,335				4,802,469

(a) Advertising costs, which consist primarily of fees of displaying advertisements on social media, are expensed as incurred.

(b) Other operating expenses mainly comprise staff transportation expenses, insurance expenses, and other general administrative expenses incurred in the ordinary course of the Group’s business.

Note 19: Income taxes

No income tax arose in the United States of America by the Group for the six months ended June 30, 2026 and 2025.

All the subsidiaries of the Group are subjected to a corporate income tax rate of 23% in six months ended June 30, 2026 (2025: 23%). Austria allows for tax groups, consolidating domestic members' taxable results at the parent level. Foreign tax losses are attributed proportionally, capped at the amount incurred under foreign law, and their recognition is limited to 75% of domestic group profits. Utilized foreign tax losses are subject to recapture taxation under specific conditions.

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

The Company and its subsidiaries are based in Austria and file Austrian profits tax return. The components of the (provision) / credit for income taxes (expense) / credit were as follows:

		For the six months ended June 30,
		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Current tax credit (expenses)
Austria profit tax			21,843				(7,381
Total current tax expenses			21,843				(7,381	)
Deferred tax (expenses) / credit
Austria profit tax			-				-
Total deferred tax (expenses) / credit			-				-
Total Income tax expenses			21,843				(7,381	)

The reconciliation of income tax rate to the effective income tax rate based on income before income tax expense for the six months ended June 30, 2026 and 2025 are as follows:

		For the six months ended June 30,
		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Profit before income taxes			168,525				225,966
Statutory income tax rate			23	%			23	%
Income tax expense at statutory rate			38,761				51,972
Effect of non-deductible expense			19,926				17,891
Income tax expense			58,687				69,863

Uncertain tax positions

As a result of the Group’s analysis, management has determined that the Group does not have any material uncertain tax positions.

Note 20: Risk factors

Financial risk factors

The Group’s activities expose it to a variety of financial risks: credit risk and foreign exchange rate risk.

(i) Concentration and credit risk

The Group has no significant concentration of credit risk, cash in banks in Austria is insured with limit of approximately US$104,000 per depositor per bank. Cash transactions are limited to high credit quality banks.

Assets that potentially subject the Company to significant credit risks primarily consist of trade receivables and other assets. The Group performs regular and ongoing credit assessments of the counterparties’ financial conditions and credit history. The Group also assess historical collection trends and aging of receivables. The Group considers that it has adequate controls over these receivables in order to minimize the related credit risk. As of June 30, 2026 and December 31, 2025, the balance of allowance of expected credit losses were nil and nil, respectively.

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BETA BETEILIGUNGS UND GMBH

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

For the six months ended June 30, 2026 and 2025, most of the Group’s assets were located in Austria. At the same time, the Group considers that it is exposed to the following concentration of risk:

a) Major customers

For the six months ended June 30, 2026 and 2025, no customer accounted for 10% or more of the Groups’ revenues.

b) Major vendors

For the six months ended June 30, 2026, two vendors accounted for 10% or more of the Group’s cost of revenues. Cost of revenues charged by the vendor for the six months ended June 30, 2026 represented 43% and 39% of the Group’s cost of revenues for that period.

For the six months ended June 30, 2025, three vendors accounted for 10% or more of the Group’s cost of revenues. Cost of revenues charged by the vendor for the six months ended June 30, 2025 represented 38%, 36% and 16% of the Group’s cost of revenues for that period.

(ii) Foreign exchange rate risk

The Group operates in Austria and trades with both local and overseas customers and suppliers, and is exposed to foreign exchange rate risk arising from various currency exposures, primarily with respect to purchases in Euros. Foreign exchange risk arises from committed and unmatched future commercial transactions, such as confirmed import purchase orders and sales orders, recognized assets and liabilities.

Note 21: Related party transactions and balances

Nature of relationship with related party

Name of related party		Relationship with the Company
Guangdong Crystal Island Healthwise Co., Ltd		Ultimate holding company

Related party balance consisted of following:

		As of June 30, 2026				As of December 31, 2025
		US$				US$
		(unaudited)				(audited)
Amount due to Guangdong Crystal Island Healthwise Co., Ltd			465,535				2,619,250

Related party transactions consisted of following:

		For the six months ended June 30,
		2026				2025
		US$				US$
		(unaudited)				(unaudited)
Purchase from related party
Guangdong Crystal Island Healthwise Co., Ltd			3,918,154				1,746,283

The amount is unsecured, interest-free and due on demand.

21

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Note 22: Commitments and contingencies

(i) Litigations 

The Group is now and may in the future be involved as a party to various legal proceedings that are incidental to the ordinary course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions will have a material impact on the unaudited condensed consolidated financial statements of the Group. There are no significant unresolved legal issues as of June 30, 2026 and December 31, 2025.

(ii) Contingencies 

The Group accounts for loss contingencies in accordance with ASC 450 and other related guidelines. As of June 30, 2026 and December 31, 2025, the Group’s management is of the opinion that there are no commitments and contingencies to account for.

Note 23: Segment information

The Group uses the management approach to determine reportable operating segments. The management approach consider the internal organization and reporting used by the Group’s CODM, specifically the Group’s CEO and CFO, for making decisions, allocating resources and assessing performance.

The CODM considers the Group carries out all its business activities and operations in Austria. All transactions are concluded and completed in Austria with similar terms and conditions. Internally, the Group reports costs and expenses by nature as a whole for management decision-making and assessment. Based on management’s assessment, the Group determines that it has only one operating segment and therefore one reportable segment as defined by ASC 280. Furthermore, since all the Group’s revenues and derived in Austria with all operations being carried out in Austria, no geographical segment is presented. The Group concludes that it has only one reportable segment.

The CODM of the Group primarily utilize the net income to monitor budget to actual performance and to assess the adequacy of capital resources for marketing and development. The following table presents the significant revenue and expense categories in the Group’s single operating segment.

		For the six months ended June 30,
		2025				2024
		US$				US$
		(unaudited)				(unaudited)
Revenues			13,078,143				8,598,119
Cost of revenue			(6,998,611	)			(3,704,872	))
General and administrative expenses			(6,428,335	)			(4,802,469	))
Finance costs			(106,219	)			(94,785	))
Other income, net			601,704				237,354
			146,682				233,347

Note 24: Subsequent event

On August 12, 2026, Masonglory Limited (“Masonglory”) entered into a share swap agreement (the “Share Swap Agreement”) with the holder of a 49% equity interest in the Company (the “Target”), and the beneficial owner of such holder, pursuant to which such holder agreed to transfer 20% of the equity interests in the Target to a wholly-owned subsidiary of the Company, and, as consideration therefor, Masonglory agreed to allot and issue to such beneficial owner an aggregate of 1,377,000 Class A ordinary shares of Masonglory, par value US$0.0008 each (the “Consideration Shares”). The number of Consideration Shares was determined by reference to a valuation of 100% of the equity interests in the Target of US$23,400,000 performed by an independent third-party valuation firm, and a price per Class A ordinary share of US$3.40, which was determined by reference to the closing bid price of the Class A ordinary shares of Masonglory of US$3.43 on August 11, 2026.

The Group evaluates all events and transactions that occur after June 30, 2026 up through the date the Group issues the unaudited condensed consolidated financial statements. Other than the event disclosed above and elsewhere in these unaudited condensed consolidated financial statements, there is no other subsequent event occurred that would require recognition or disclosure in the Group’s unaudited condensed consolidated financial statements.

22

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

Acquisition of 20% of the equity interests in Beta Beteiligungs und Besitz GmbH (the “Acquisition”)

On August 12, 2026, Masonglory Limited (the “Company”, or “Masonglory”) entered into a share swap agreement (the “Share Swap Agreement”) with the holder of a 49% equity interest in Beta Beteiligungs und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria (“BETA”), and the beneficial owner of such holder, pursuant to which such holder agreed to transfer 20% of the equity interests in BETA to a wholly-owned subsidiary of the Company, and, as consideration therefor, the Company agreed to allot and issue to such beneficial owner an aggregate of 1,377,000 Class A ordinary shares of the Company, par value US$0.0008 each (the “Consideration Shares”). The number of Consideration Shares was determined by reference to a valuation of 100% of the equity interests in BETA of US$23,400,000 performed by an independent third-party valuation firm, and a price per Class A ordinary share of US$3.40, which was determined by reference to the closing bid price of the Class A ordinary shares of the Company of US$3.43 on August 11, 2026.

BETA is engaged in the trading and distribution of construction materials, principally bathtubs, hot tubs and swim spas, in Continental Europe, which is complementary to the Company’s existing wet trades and construction materials services business, and the transaction represents a horizontal, synergistic expansion of the Company’s geographic footprint and construction materials product portfolio into Continental Europe.

The Consideration Shares will be issued in an offshore transaction without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions from the registration requirements of the Securities Act, and will constitute “restricted securities” that may not be offered, sold, pledged or otherwise transferred except in accordance with applicable transfer restrictions.

Such beneficial owner is not affiliated with the Company or any of its directors or officers. Immediately following the closing of the transactions contemplated by the Share Swap Agreement, such beneficial owner will hold less than five percent (5%) of the aggregate voting power of the Company.

The foregoing description of the Share Swap Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Swap Agreement.

On August 13, 2026, the Acquisition was contemplated by the Share Swap Agreement.

Unaudited Pro Forma Financial Information

The following unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 gives effect to the Acquisition as if it had been completed on March 31, 2026 and combines the consolidated balance sheet of the Company as of March 31, 2026 with the impact of the Acquisition as of March 31, 2026.

The unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2026, combines the historical results of the Company and BETA for the six months ended June 30, 2026 and gives effect to the Acquisition as if it had occurred on April 1, 2025. The unaudited pro forma condensed consolidated statements of operations combines the consolidated statement of operations of the Company and the Company’s ownership interest of BETA’s statement of operations.

The unaudited pro forma condensed consolidated financial statements do not give effect to the potential impact of current financial conditions, regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the investments in BETA.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the:

● accompanying notes to the unaudited pro forma condensed consolidated financial statements;

● audited financial statements of the Company as of and for the year ended March 31, 2026 in Form 20-F furnished to the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2026

● audited financial statements of BETA as of and for the year ended December 31, 2025 and 2024 included in Exhibit 99.1

● unaudited financial statements of BETA as of and for the six months ended June 30, 2026 and 2025 included in Exhibit 99.2

Masonglory Limited

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

						Transaction
						Accounting
		Hisrorical				Adjustments				Note		Pro Forma
Assets		US$				US$						US$
Current assets
Cash at banks			315,721				-						315,721
Accounts receivable, net			3,860,092				-						3,860,092
Contract assets			4,669,138				-						4,669,138
Prepayments and other current assets			208,974				-						208,974
Deposits			2,590				-						2,590
Total current assets			9,056,515				-						9,056,515
Non-current assets
Property, plant and equipment, net			1,775,077				-						1,775,077
Equity method investment			-				4,744,619			3(a), 3(b), 3(c)			4,744,619
Prepayments			626,923				-						626,923
Total non-current assets			2,402,000				4,744,619						7,146,619
Total assets			11,458,515				4,744,619						16,203,134
Current liabilities
Accounts payable			2,108,370				-						2,108,370
Amount due to a related party			153,846				-						153,846
Accrued expenses and other payables			225,695				439,130			3(b)			664,825
Income tax payable			407,172				-						407,172
Total current liabilities			2,895,083				439,130						3,334,213
Non-current liability
Deferred tax liabilities			200,190				-						200,190
Total non-current liabilities			200,190				-						200,190
Total liabilities			3,095,273				439,130						3,534,403
Shareholders’ equity
Masonglory ordinary shares, 500,000,000 shares authorized; USD0.0001 par value, 16,957,000 shares issued and outstanding, as of March 31, 2026			1,696				1,102			3(a)			2,798
Additional paid in capital			13,071,336				4,693,110			3(a), 3(b)			17,764,446
Accumulated losses			(4,709,790	)			(388,723	)		3(b), 3(c)			(5,098,513	)
Total shareholders’ equity			8,363,242				4,305,489						12,668,731
Total liabilities and shareholders’ equity			11,458,515				4,744,619						16,203,134

2

Masonglory Limited

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended March 31, 2026

						Transaction
						Accounting
		Hisrorical				Adjustments				Note				Pro Forma
		US$				US$								US$
Revenue			23,555,839				-								23,555,839
Cost of revenue			(22,517,082	)			-								(22,517,082	)
Gross profit			1,038,757				-								1,038,757
Operating expenses
General and administrative expenses			(8,852,414	)			(409,130	)			3(b)				(9,261,544	)
Total operating expenses			(8,852,414	)			(409,130	)							(9,261,544	)
Loss from operations			(7,813,657	)			(409,130	)							(8,222,787	)
Other income
Other income			21,945				-								21,945
Gain on equity method investment			-				20,407				3(c)				20,407
Total other income, net			21,945				20,407								42,352
Loss before income taxes			(7,791,712	)			(388,723	)							(8,180,435	)
Income tax expense			(213,018	)			-								(213,018	)
Net loss			(8,004,730	)			(388,723	)							(8,394,453	)
Net loss per share attributable to ordinary shareholders
Basic and diluted			(0.56	)			(0.28	)							(0.53	)
Weighted average number of ordinary shares used in computing net loss per share
Basic and diluted			14,353,540				1,377,000								15,730,540

3

NOTE 1 - BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma statements of operations and unaudited pro forma balance sheets for the periods presented is based on the financial statements of the Company and BETA after giving effect to the Acquisition and the Company’s ownership interest in BETA. These pro forma financial statements present the combined results and financial position as though the Acquisition had occurred on those dates. The Company and BETA’s historical financial statements were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 gives effect to the Acquisition as if it had been completed on March 31, 2026 and combines the consolidated balance sheet of the Company as of March 31, 2026 with the impact of the Acquisition as of March 31, 2026.

The unaudited pro forma condensed consolidated statements of operations for the year ended March 31, 2026, combines the historical results of the Company and BETA for the six months ended June 30, 2026 and gives effect to the Acquisition as if it had occurred on April 1, 2025. The unaudited pro forma condensed consolidated statements of operations combines the consolidated statement of operations of the Company and the Company’s ownership interest of BETA’s statement of operations.

NOTE 2 – INVESTMENT IN BETA

As discussed above, on August 12, 2026, the Company entered into a share swap agreement with the holder of a 49% equity interest in Beta Beteiligungs und Besitz GmbH, a private limited liability company organized under the laws of the Republic of Austria , and the beneficial owner of such holder, pursuant to which such holder agreed to transfer 20% of the equity interests in BETA to a wholly-owned subsidiary of the Company, and, as consideration therefor, the Company agreed to allot and issue to such beneficial owner an aggregate of 1,377,000 Class A ordinary shares of the Company, par value US$0.0008 each. The number of Consideration Shares was determined by reference to a valuation of 100% of the equity interests in BETA of US$23,400,000 performed by an independent third-party valuation firm, and a price per Class A ordinary share of US$3.40, which was determined by reference to the closing bid price of the Class A ordinary shares of the Company of US$3.43 on August 11, 2026.

As of the date of this report the Company owns 20% of the outstanding common stock of BETA.

The Company determined that it has the ability to exercise significant influence over BETA through its ownership interest and participation in certain strategic and operating decisions and, accordingly, accounts for this investment under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures. Significant influence is generally presumed to exist when the Company owns between 20% and 50% of the outstanding voting stock of the investee.

The Company records the investment at its carrying value, including the proportionate share of the investee’s earnings and losses within earnings, and evaluates the investment for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. There has been no impairment of BETA identified or recorded.

NOTE 3 – PRO FORMA ADJUSTMENTS

The following pro forma adjustments are included in the Company’s unaudited pro forma condensed consolidated financial information:

(a) The Company recorded fair value of the 1,377,000 Consideration Shares on the acquisition date, measured at the closing price of the Company’s Class A ordinary shares on the Nasdaq Capital Market on August 11, 2026, the last trading day preceding the acquisition date, of $3.43 per share.

(b) The Company recorded the accrual of estimated transaction costs of $439,130, consisting of legal and other professional fees incurred or expected to be incurred in connection with the Acquisition that are not reflected in the Company’s historical balance sheet, of which $409,130 is recognized as a reduction of retained earnings and $30,000, being costs directly attributable to the issuance of the Consideration Shares, is recognized as a reduction of additional paid-in capital.

(c) Amount of $20,407 net income on the additional investment in BETA to reflect the Company’s 20% proportionate share of BETA’s net income for the six months ended June 30, 2026.

4

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 312.2 KB
• EX-99.2 EXHIBIT 99.2 331.2 KB
• EX-99.3 EXHIBIT 99.3 86.2 KB