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Masonglory acquires 20% stake in Beta in share swap

Beta’s first-half revenue and operating cash flow were higher year over year, while net income was lower.

Filing Impact
(Moderate)
Filing Sentiment

Sentiment and the balance of points

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How Sentiment worksHow the balance works

Form Type
6-K

Rhea-AI Filing Summary

Masonglory Limited (MSGY) reported acquiring a 20% equity interest in Beta Beteiligungs und Besitz GmbH in August 2026 in exchange for 1,377,000 Class A ordinary shares. The share count was determined by reference to a $23,400,000 valuation of 100% of Beta’s equity and a $3.40 per-share price; the price referenced a $3.43 closing bid on August 11, 2026.

Beta’s unaudited six-month revenue was $13,078,143 in 2026, versus $8,598,119 in 2025; net income was $102,036 versus $163,484. Audited 2025 revenue was $21,877,789, versus $25,314,281 in 2024, and net losses were $335,502 and $364,293, respectively. Beta used $4,791,071 in operating cash in 2025, versus $5,549,448 provided in 2024.

Masonglory furnished audited annual and unaudited interim Beta statements, plus illustrative unaudited pro forma combined information for the year ended and as of March 31, 2026. The pro forma information is not necessarily indicative of results or financial position that would have occurred, or of future results.

3 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

How the balance works

Positive

  • Moderate pointBeta’s six-month revenue reached $13,078,143, versus $8,598,119 in 2025.
  • Moderate pointFirst-half operating cash provided: $528,507 versus $285,140 in 2025.
  • Minor pointBeta’s net loss narrowed to $335,502 in 2025, from $364,293.

Negative

  • Moderate pointBeta’s 2025 revenue was $21,877,789, versus $25,314,281 in 2024.
  • Moderate pointBeta’s first-half net income was $102,036, versus $163,484 in 2025.
  • Moderate pointOperating cash flow was ($4,791,071) in 2025, versus $5,549,448 provided in 2024.

Filing Explained

Masonglory says it acquired a 20% Beta interest in August; this filing’s pro forma combined information gives effect to consolidating Beta as a subsidiary.

Equity interest acquired 20% Beta Beteiligungs und Besitz GmbH, August 2026
Class A ordinary shares 1,377,000 shares Share-swap consideration for the 20% equity interest
Valuation of 100% of Beta’s equity $23,400,000 Valuation referenced in determining the consideration shares
Consideration-share price $3.40 per Class A ordinary share Referenced a $3.43 closing bid on August 11, 2026
Revenue $13,078,143 Six months ended June 30, 2026; $8,598,119 for the comparable 2025 period
Net income $102,036 Six months ended June 30, 2026; $163,484 for the comparable 2025 period
Revenue $21,877,789 Year ended December 31, 2025; $25,314,281 in 2024
Net cash used in operating activities ($4,791,071) Year ended December 31, 2025; $5,549,448 provided in 2024
share swap agreement financial
"entered into a 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.
pro forma condensed combined financial information financial
"unaudited pro forma condensed combined financial information"
working capital deficit financial
"working capital deficit of $600,892"
A working capital deficit occurs when a company's short-term obligations—like bills, supplier payments and near-term debt—are larger than its readily available short-term resources such as cash, money expected from customers, and inventory that can be sold. Like a household whose monthly bills exceed its checking account, it signals potential difficulty paying immediate expenses, which matters to investors because it raises the chance the company will need outside financing or cut operations, affecting risk and value.
contract liabilities financial
"Contract liabilities are recognized as revenue"
Contract liabilities are amounts a company has been paid in advance for goods or services it still owes to customers — think of them like gift cards or prepaid subscriptions the company must fulfill later. For investors, they show promised future work or deliveries that will turn into revenue over time, reveal cash already collected, and help assess whether a firm has a backlog of obligations that could affect future earnings and cash flow.
incremental borrowing rate financial
"estimating the Group’s incremental borrowing rate"

FAQ

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

What did MSGY agree to provide for its 20% stake in Beta?
Under the August 12, 2026 share swap agreement, Masonglory agreed to allot and issue an aggregate of 1,377,000 Class A ordinary shares to the beneficial owner of the holder transferring 20% of Beta. The share count referenced a $23,400,000 valuation of 100% of Beta’s equity and a $3.40 per-share price based on a $3.43 closing bid on August 11, 2026.

How did Beta perform in the first half of 2026?
Beta’s unaudited results for the six months ended June 30, 2026 included revenue of $13,078,143 and net income of $102,036, compared with $8,598,119 and $163,484, respectively, for the six months ended June 30, 2025. Net cash provided by operating activities was $528,507, versus $285,140.

Did Beta report a working capital deficit?
Beta reported a working capital deficit of $600,892 as of December 31, 2025. Management stated that it believed funds were sufficient to meet working capital requirements and current liabilities as they became due within 12 months from issuance of the statements, while noting there was no assurance it would successfully implement its plans.

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

Form 6-K: How Foreign Companies Report to the SEC →
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Available on EDGAR Accepted by SEC EDGAR

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

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

(Registrant’s Name)

 

Room 8, 25/F, CRE Centre

889 Cheung Sha Wan

Kowloon, Hong Kong

(Address of Principal Executive Offices)

 

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 ☐

 

 

 

 

 

 

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Masonglory,” “we,” “us” and “our” refer to Masonglory Limited and its subsidiaries.

 

Financial Information Regarding the Acquisition of Beta Beteiligungs und Besitz GmbH

 

As previously disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on August 13, 2026, the Company entered into a share swap agreement (the “Share Swap Agreement”) with the shareholders of Beta Beteiligungs und Besitz GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Austria (“Beta” or the “Target”), pursuant to which the Company acquired a 20% equity interest in the Target in August 2026 in exchange for the issuance of an aggregate of 1,377,000 Class A ordinary shares of the Company, par value US$0.0008 each.

 

The acquisition of the equity interest in the Target constitutes the acquisition of a “significant business” for which separate target financial statements and related pro forma financial information are required under Rule 3-05 and Article 11 of Regulation S-X. This Form 6-K includes the following financial statements: (i) audited consolidated financial statements of the Target for the fiscal years ended December 31, 2025 and 2024, the notes related thereto, and the report of the independent auditor, J&S Associate PLT; (ii) unaudited condensed consolidated financial statements of the Target for the six months ended June 30, 2026 and 2025, and the notes related thereto; and (iii) unaudited pro forma condensed combined financial information of the Company and its subsidiaries for the year ended March 31, 2026 and as of March 31, 2026, giving effect to the acquisition of the Target and the consolidation of the Target as a subsidiary of the Company, which are filed as Exhibits 99.1, 99.2 and 99.3 to this Report.

 

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition of control of the Target occurred on the indicated date, or during the operational periods presented, nor is it necessarily indicative of the future financial position or operating results. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

 

1

 

 

INDEX TO EXHIBITS

 

Exhibit
Number		   Exhibit Title
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 Masonglory Limited and Its Subsidiaries for the Year Ended March 31, 2026 and as of March 31, 2026

 

2

 

 

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, Co-chairman of the Board and Director

 

Date: October 22, 2026

 

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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

June 30, 2026

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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.

 

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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

 

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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.

 

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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 

 

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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 

 

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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.

 

1

 

 

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.

 

2

 

 

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.

 

10

 

 

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.

 

11

 

 

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.

  

12

 

 

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.

 

13

 

 

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 

 

14

 

 

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 

 

15

 

 

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 

 

16

 

 

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 

 

17

 

 

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 

  

18

 

 

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.

 

19

 

 

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.

 

20

 

 

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

 

 

BETA BETEILIGUNGS UND GMBH

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

 

Masonglory Limited and subsidiaries

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.

 

The Acquisition constitutes the acquisition of a significant business under Rule 3-05 of Regulation S-X, and the following financial statements of BETA are included as Exhibits 99.1 and 99.2 to the Company’s Report on Form 6-K of which this unaudited pro forma condensed combined financial information forms a part:

 

●Audited consolidated financial statements of BETA as of and for the years ended December 31, 2025 and 2024; and

 

●Unaudited condensed consolidated financial statements of BETA as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.

 

The financial statements of BETA referred to above have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

 

 

 

Unaudited Pro Forma Condensed Combined Financial Information

 

The accompanying unaudited pro forma condensed combined financial information is based on the historical financial statements of the Company and BETA, as adjusted to give effect to the Acquisition. Further details about the Acquisition, along with the key assumptions and estimates underlying the pro forma adjustments, are described in the accompanying notes to the unaudited pro forma condensed combined financial information.

  

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to the ZentoAI Acquisition as if it had been consummated on March 31, 2026, and has been prepared using, and should be read in conjunction with, the following:

 

●the Company’s consolidated balance sheet as of March 31, 2026 and the related notes, as the Company’s Report on Form 20-F furnished to the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2026; and

 

●BETA’s unaudited condensed consolidated balance sheet as of June 30, 2026, and the related notes, included in the unaudited condensed consolidated financial statements of BETA referred to above.

 

The unaudited pro forma condensed combined statement of operations for the year ended March 31, 2026 gives effect to the Acquisition as if it had been consummated on April 1, 2025, the beginning of the earliest period presented, and has been prepared using, and should be read in conjunction with, the following:

 

●the Company’s consolidated statement of operations and comprehensive income for the year ended March 31, 2026 and the related notes, as the Company’s Report on Form 20-F furnished to the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2026; and

  

●BETA’s unaudited condensed consolidated statement of operations and comprehensive income for the six months ended June 30, 2026, and the related notes, included in the unaudited condensed consolidated financial statements of BETA referred to above.

 

The accompanying unaudited pro forma adjustments are based on available information and assumptions that management believes are reasonable, and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information prepared in accordance with the rules and regulations of the SEC. The unaudited pro forma condensed combined financial information does not purport to represent the actual financial position or results of operations that the Company and BETA would have achieved had the companies been combined during the periods presented herein.

 

The Company has prepared the following unaudited pro forma condensed combined financial information pursuant to the requirements of Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. The unaudited pro forma condensed combined financial information reflects only Transaction Accounting Adjustments, which depict the accounting for the Acquisition required by U.S. GAAP. The Company has elected not to present Management’s Adjustments. The unaudited pro forma condensed combined financial information is not intended to project the future results of operations that the combined company may achieve after the Acquisition and does not reflect any adjustments for post-closing integration costs, or any potential cost savings or revenue enhancement synergies that may be realized as a result of the Acquisition.

 

2

 

 

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2026

 

                Transaction            
    Masonglory     BETA     Accounting         Pro Forma  
    Hisrorical     Hisrorical     Adjustments     Note   Combines  
Assets   US$     US$     US$         US$  
Current assets                            
Cash at banks     315,721       1,585,107       -           1,900,828  
Accounts receivable, net     3,860,092       2,053,284       -           5,913,376  
Contract assets     4,669,138       -       -           4,669,138  
Prepayments and other current assets     208,974       892,239       -           1,101,213  
Deposits     2,590       -       -           2,590  
Inventories     -       8,834,642       -           8,834,642  
                                     
Total current assets     9,056,515       13,365,272       -           22,421,787  
                                     
Non-current assets                                    
Property, plant and equipment, net     1,775,077       415,891       -           2,190,968  
Operating lease right-of-use assets, net     -       1,393,291       -           1,393,291  
Finance lease right-of-use assets, net     -       167,540       -           167,540  
Intangible assets, net     -       17,878       -           17,878  
Goodwill     -       -       3,922,136     (A)     3,922,136  
Investments in pension insurance policies     -       149,404       -           149,404  
Prepayments     626,923       -       -           626,923  
                                     
Total non-current assets     2,402,000       2,144,004       3,922,136           8,468,140  
                                     
Total assets     11,458,515       15,509,276       3,922,136           30,889,927  
                                     
Current liabilities                                    
Accounts payable, Third party     2,108,370       2,570,450       -           4,678,820  
Accounts payable, Related party     -       1,440,287       -           1,440,287  
Current liabilities     -       4,003,562       -           4,003,562  
Amount due to a related party     153,846       2,324,765       -           2,478,611  
Accrued expenses and other payables     225,695       1,054,992       439,130     (B)     1,719,817  
Operating lease liabilities, current portion     -       776,863       -           776,863  
Finance lease liabilities, current portion     -       79,445       -           79,445  
Income tax payable     407,172       42,272       -           449,444  
Bank overdrafts     -       2,166,746       -           2,166,746  
                                     
Total current liabilities     2,895,083       14,459,382       439,130           17,793,595  
                                     
Non-current liabilities                                    
Deferred tax liabilities     200,190       -       -           200,190  
Operating lease liabilities, non-current portion     -       616,428       -           616,428  
Finance lease liabilities, non-current portion     -       82,492       -           82,492  
                                     
Total non-current liabilities     200,190       698,920       -           899,110  
                                     
Total liabilities     3,095,273       15,158,302       439,130           18,692,705  
                                     
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       -       138     (D)     1,834  
BETA ordinary share, issued and outstanding as of June 30, 2026     -       10,585       (10,585 )   (C)     -  
Additional paid in capital     13,071,336       -       4,242,972     (B), (C), (D)     17,314,308  
Exchange reserve     -       223,090       (223,090 )   (C)     -  
Capital reserve     -       529,229       (529,229 )   (C)     -  
Accumulated losses     (4,709,790 )     (411,930 )     2,800     (B), (C), (D)     (5,118,920 )
                                     
Total shareholders’ equity     8,363,242       350,974       3,483,006           12,197,222  
                                     
Total liabilities and shareholders’ equity     11,458,515       15,509,276       3,922,136           30,889,927  

 

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

3

 

 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended March 31, 2026

 

                Transaction              
    Masonglory     BETA     Accounting           Pro Forma  
    Hisrorical     Hisrorical     Adjustments     Note     Combines  
    US$     US$     US$           US$  
Revenue     23,555,839       13,078,143       -               36,633,982  
Cost of revenue     (22,517,082 )     (6,998,611 )     -               (29,515,693 )
                                         
Gross profit     1,038,757       6,079,532       -               7,118,289  
                                         
Operating expenses                                        
General and administrative expenses     (8,852,414 )     (6,414,294 )     (409,130 )     (a)       (15,675,838 )
                                         
Total operating expenses     (8,852,414 )     (6,414,294 )     (409,130 )             (15,675,838 )
                                         
Loss from operations     (7,813,657 )     (334,762 )     (409,130 )             (8,557,549 )
                                         
Other income (expense)                                        
Interest expense, net     -       (106,219 )     -               (106,219 )
Other income     21,945       601,704       -               623,649  
                                         
Total other income, net     21,945       495,485       -               517,430  
                                         
(Loss) Income before income taxes     (7,791,712 )     160,723       (409,130 )             (8,040,119 )
Income tax expense     (213,018 )     (58,687 )      -               (271,705 )
                                         
Net (loss) income     (8,004,730 )     102,036       (409,130 )             (8,311,824 )
                                         
Net (loss) income per share attributable to ordinary shareholders                                        
Basic and diluted     (0.56 )                     (4)          
                                         
Weighted average number of ordinary shares used in computing net (loss) income per share                                        
Basic and diluted     14,353,540               1,377,000       (4)       15,730,540  

 

4

 

 

Notes to Unaudited Pro Forma Condensed Combined Financial Information

 

Note 1. Basis of Pro Forma Presentation

 

The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

 

The Company accounted for the Acquisition using the acquisition method of accounting under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The acquisition method of accounting requires that the purchase price of the acquisition be allocated to the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree using the fair values determined by management as of the acquisition date, with any excess of the purchase price over the fair value of the identifiable net assets acquired recorded as goodwill.

 

Acquisition-related transaction costs incurred by the Company were expensed as incurred in the periods in which the related services were received.

 

Note 2. Purchase Consideration and Purchase Price Allocation

 

Under the acquisition method of accounting, BETA’s identifiable assets acquired, liabilities assumed and non-controlling interest are recorded at their acquisition-date fair values and added to those of the Company. Management determined these fair values and, in doing so, considered in part a valuation report dated July 30, 2026 issued by Win Bailey Valuation and Advisory Limited, an independent valuation firm.

 

The following table summarizes the components of the purchase consideration and the purchase price allocation used to prepare the pro forma adjustments in the unaudited pro forma condensed combined balance sheet. The allocation combines the acquisition-date fair values of the purchase consideration and the intangible asset acquired with the carrying amounts, which approximate fair value, of BETA’s other assets and liabilities as of March 31, 2026, the date of the unaudited pro forma condensed combined balance sheet. Goodwill as of the acquisition date therefore differs from the amount presented below to the extent that BETA’s net assets changed between March 31, 2026 and the acquisition date.

 

   US$ 
Consideration    
Fair value of 1,377,000 restricted Class A ordinary shares issued (1)   4,723,110 
Total purchase consideration   4,723,110 
      
Allocation of purchase consideration:     
Cash and cash equivalents   1,585,107 
Trade receivables, net   2,053,284 
Prepayments and other current assets   892,239 
Inventories   8,834,642 
Property, plant and equipment, net   415,891 
Operating lease right-of-use assets, net   1,393,291 
Finance lease right-of-use assets, net   167,540 
Intangible assets, net   17,878 
Goodwill   3,922,136 
Investments in pension insurance policies   149,404 
Trade payables, Third party   (2,570,450)
Trade payables, Related party   (1,440,287)
Other payable and accruals   (1,054,992)
Contract liabilities   (4,003,562)
Amount due to ultimate holding company   (2,324,765)
Operating lease liabilities, current portion   (776,863)
Finance lease liabilities, current portion   (79,445)
Bank overdrafts   (2,166,746)
Current tax liabilities   (42,272)
Operating lease liabilities, non-current portion   (616,428)
Finance lease liabilities, non-current portion   (82,492)
      
    4,723,110 

 

(1)Represents the 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 $0.343 per share.

 

5

 

 

Note 3. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Financial Information

 

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are Transaction Accounting Adjustments that depict the accounting for the Acquisition required by U.S. GAAP. The adjustments to the unaudited pro forma condensed combined balance sheet assume that the Acquisition was consummated on March 31, 2026, and the adjustments to the unaudited pro forma condensed combined statements of operations assume that the Acquisition was consummated on April 1, 2025. The tax effects of the pro forma adjustments, if any, are calculated at the statutory tax rates in effect in the relevant jurisdictions during the periods presented.

 

Adjustments to the unaudited pro forma condensed combined balance sheet as of March 31, 2026

 

(A)Reflects goodwill of $3,922,136, representing the excess of the purchase consideration and the non-controlling interest over the fair value of the identifiable net assets acquired (see Note 2).

 

(B)Reflects 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)Reflects the elimination of BETA’s historical shareholders’ equity of $350,974, comprising ordinary shares of $10,585, exchange reserve of $223,090, capital reserve of $529,229 and accumulated losses of $(411,930).

 

(D)Reflects the issuance of the 1,377,000 Consideration Shares at their acquisition-date fair value of $0.343 per share, or $4,723,110 in aggregate, of which $138 is recognized as par value and $4,722,972 as additional paid-in capital, less share issuance costs of $30,000.

 

Adjustment to the unaudited pro forma condensed combined statements of operations

 

(a)Reflects 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.

 

Note 4. Pro Forma Net (Loss) Income per Share

 

Pro forma basic and diluted net (loss) income per share is calculated by dividing the pro forma net (loss) income attributable to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding, adjusted to give effect to the issuance of the 1,377,000 Consideration Shares as if they had been outstanding since April 1, 2025. For the year ended March 31, 2026, the pro forma weighted average number of ordinary shares outstanding, basic and diluted, was 15,730,540, comprising the Company’s historical weighted average number of ordinary shares outstanding of 14,353,540 and the 1,377,000 Consideration Shares.

 

6

 

Source: View Original Filing on SEC EDGAR

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