Republic Power Group (RPGL) triples revenue as hardware sales rise and new capital raised
Republic Power Group Limited reported sharp top-line growth but remained loss-making for the six months ended December 31, 2025. Revenue rose to SGD 2.17 million (USD 1.69 million) from SGD 0.49 million, driven by new software projects and the introduction of product sales, which contributed 53.5% of revenue but at lower margins. Gross profit increased to SGD 0.56 million, while gross margin fell to 25.8% from 41.3% as hardware-heavy sales diluted margins. Operating expenses were SGD 1.45 million, with general and administrative costs rising after the IPO and selling and marketing expenses added as the company scaled its commercial efforts; research and development dropped as more costs were capitalized as intangibles. Net loss narrowed to SGD 0.98 million (USD 0.76 million) from SGD 1.17 million. Working capital improved to SGD 1.54 million (USD 1.20 million). Subsequent to period-end, the company completed two public offerings raising net proceeds of USD 8.66 million and USD 9.82 million, a PIPE of USD 0.69 million, and agreed to invest USD 8.0 million in a 10% stake in NVC Partners Limited and related technology. Management concluded no substantial doubt exists about its ability to continue as a going concern.
Positive
- None.
Negative
- None.
Insights
Fast revenue growth and fresh capital, but margins compressed and losses persist.
Republic Power Group grew revenue to SGD 2.17 million, up 341.4%, helped by new product sales that now represent 53.5% of revenue. However, gross margin fell to 25.8% from 41.3% as hardware carries thinner margins than software services.
Operating expenses reached SGD 1.45 million, with general and administrative costs rising after the IPO and selling and marketing added to support growth. Net loss narrowed modestly to SGD 0.98 million, so the business is still in an investment phase rather than self-funding.
Liquidity strengthened materially after December 31, 2025 via two follow-on offerings raising net proceeds of USD 8.66 million and USD 9.82 million, plus a USD 0.69 million PIPE. Management then committed USD 8.0 million to a 10% stake in NVC Partners Limited and related software rights, increasing strategic upside but also capital at risk.
Going-concern risk eased by equity raises; heavy use of intangibles and share splits adds complexity.
Management reported positive working capital of SGD 1.54 million at December 31, 2025 and concluded no substantial doubt about going concern, largely supported by significant equity financings completed in early 2026. Cash on the balance sheet at period-end itself was low at SGD 5,972, underscoring reliance on new capital.
Intangible assets increased to SGD 4.55 million as software development costs were capitalized once technological feasibility was reached, eliminating research and development expense in the period. This improves reported earnings but shifts judgment into impairment testing and revenue realization from those products.
Two reverse share splits (1-for-20 and 1-for-40) and an increase in Class B voting power to 30 votes per share significantly change the capital structure, concentrating control while common shareholders experience mechanical changes in share count. Investors may also note concentrated customer and vendor exposure in the disclosures.
Key Figures
Key Terms
going concern financial
real-world asset tokenization technical
reverse share split financial
Private Investment in Public Equity (PIPE) financial
intangible assets financial
allowance for credit losses financial
FAQ
How did Republic Power Group (RPGL) perform for the six months ended December 31, 2025?
What were Republic Power Group (RPGL)’s main revenue drivers in this interim period?
What is Republic Power Group (RPGL)’s liquidity and working capital position?
What equity financings did Republic Power Group (RPGL) complete after December 31, 2025?
Did Republic Power Group (RPGL) address going concern considerations?
What major investment commitment did Republic Power Group (RPGL) make after the reporting date?
How did Republic Power Group (RPGL)’s gross margin change year over year?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number:
#04-09 Techplace II, 5008 Ang Mo Kio Ave 5
Singapore 569874
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
Republic Power Group Limited (the “Company”) hereby furnishes the following documents as exhibits to this report: “Unaudited Interim Condensed Consolidated Financial Statements as of December 31, 2025 and for the Six Months Ended December 31, 2025 and 2024” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of December 31, 2025 and for the Six Months Ended December 31, 2025 and 2024 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 101 | Interactive Data Files (formatted as Inline XBRL) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Republic Power Group Limited | ||
| Date: July 10, 2026 | By: | /s/ Ziyang Long |
| Name: | Ziyang Long | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
INDEX TO REPUBLIC POWER GROUP LIMITED UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| PAGE | ||
| Unaudited Interim Condensed Balance Sheets as of June 30, 2025 (Audited) and December 31, 2025 | F-2 | |
| Unaudited Interim Condensed Statements of Loss /Comprehensive Loss for the Six-month Period Ended December 31, 2024 and 2025 | F-3 | |
| Unaudited Interim Condensed Statements of changes in Shareholders’ Equity for the Six-month Period Ended December 31, 2024 and 2025 | F-4 | |
| Unaudited Interim Condensed Statements of Cash Flows for the Six-month Period Ended December 31, 2024 and 2025 | F-5 to F-6 | |
| Notes to Unaudited Interim Condensed Financial Statements | F-7 to F-26 |
F-1
REPUBLIC
POWER GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 (Audited) |
December 31, 2025 (Unaudited) |
December 31, 2025 (Unaudited) |
||||||||||
| SGD | SGD | USD | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Prepayments | — | |||||||||||
| Short-term deposits | ||||||||||||
| Total current assets | ||||||||||||
| NON CURRENT ASSETS | ||||||||||||
| Intangible assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| OTHER ASSETS | ||||||||||||
| Deposit paid for acquisition of subsidiary – related party | ||||||||||||
| Deferred initial public offering (“IPO”) costs | — | — | ||||||||||
| Long-term deposits – related party | ||||||||||||
| Total other assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Loan payable – Financial Institution | — | — | ||||||||||
| Amount due to shareholder | — | — | ||||||||||
| Amount due to director | ||||||||||||
| Accounts payable | ||||||||||||
| Other payables and accrued liabilities | ||||||||||||
| Taxes payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 13) | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Class A ordinary shares, US$ | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-2
REPUBLIC
POWER GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS
| For the Six Months ended December 31 (Unaudited), | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| OPERATING REVENUES | ||||||||||||
| Software development service | ||||||||||||
| Consulting and technical support services | — | |||||||||||
| Product sales | — | |||||||||||
| Total operating revenues | ||||||||||||
| COST OF REVENUES | ( | ) | ( | ) | ( | ) | ||||||
| GROSS PROFIT | ||||||||||||
| OPERATING EXPENSES | ||||||||||||
| Selling and marketing expenses | — | ( | ) | ( | ) | |||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Research and development expenses | ( | ) | — | — | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Loan facility fee | — | ( | ) | ( | ) | |||||||
| Finance expenses | — | ( | ) | ( | ) | |||||||
| Foreign exchange loss | — | ( | ) | ( | ) | |||||||
| Other income, net | ( | ) | ||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||
| PROVISION FOR INCOME TAX | ||||||||||||
| Current | — | — | — | |||||||||
| Deferred | — | — | — | |||||||||
| Total provision for income tax | — | — | — | |||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES* | ||||||||||||
| Basic and diluted | ||||||||||||
| LOSS PER SHARE | ||||||||||||
| Basic and diluted | ( | ) | ( | ) | ( | ) | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
REPUBLIC
POWER GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary shares | Additional paid-in | Retained | ||||||||||||||||||||||
| Shares* | Par Value | Capital | Earnings | Total | ||||||||||||||||||||
| Class A Ordinary | Class B Ordinary | SGD | SGD | SGD | SGD | |||||||||||||||||||
| BALANCE, June 30, 2024 (Audited) | — | |||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| BALANCE, December 31, 2024 (Unaudited) | — | |||||||||||||||||||||||
| BALANCE, June 30, 2025 (Audited) | ||||||||||||||||||||||||
| Issuance of shares | — | — | ||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||
| BALANCE, December 31, 2025 (Unaudited) | ||||||||||||||||||||||||
| USD | USD | USD | USD | |||||||||||||||||||||
| BALANCE, December 31, 2025 (Unaudited) | ||||||||||||||||||||||||
| * | All share and per-share information presented in these unaudited interim condensed consolidated financial statements has been retrospectively adjusted to reflect the 1-for-20 reverse share split effected on February 2, 2026 and the subsequent 1-for-40 reverse share split effected on May 12, 2026. |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
REPUBLIC
POWER GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months ended December 31 (Unaudited), | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Assets written off | — | — | ||||||||||
| Gain on early termination of lease | ( | ) | — | — | ||||||||
| Allowance for credit losses on accounts receivables and other current assets | — | |||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivables, net | ||||||||||||
| Prepayments | ( | ) | ( | ) | ||||||||
| Short-term deposits | — | |||||||||||
| Deposits – related party | — | — | — | |||||||||
| Other current assets | ( | ) | — | — | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||||||
| Taxes payable | ( | ) | — | — | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Additions to Intangible assets | — | ( | ) | ( | ) | |||||||
| Cash used in investing activities | — | ( | ) | ( | ) | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from issuance of shares | — | |||||||||||
| Deferred IPO costs | — | |||||||||||
| Proceeds from financial institutions | — | — | ||||||||||
| Proceeds from director | ||||||||||||
| Repayment to financial institutions | ( | ) | ( | ) | ( | ) | ||||||
| Repayment to related party | — | ( | ) | ( | ) | |||||||
| Repayment of amount due to a director | ( | ) | ( | ) | ( | ) | ||||||
| Repayment to finance lease | ( | ) | — | — | ||||||||
| Net cash provided by financing activities | ||||||||||||
| CHANGE IN CASH | ||||||||||||
| CASH, beginning of the period | ||||||||||||
| CASH, end of the period | ||||||||||||
F-5
REPUBLIC
POWER GROUP LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
| For the Six Months Ended December 31 (Unaudited), | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for income tax | — | — | — | |||||||||
| Cash paid for interest expense | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
REPUBLIC
POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Nature of business and organization
Republic Power Group Limited (the “Company” or “RP”) is a holding company incorporated on
On November 17, 2021, the Company completed a reorganization of RP Singapore under common control of its then existing shareholders, who collectively owned all of the equity interests of the Company prior to the reorganization. The Company and RP Singapore are under common control which results in the consolidation of RP Singapore at carrying value. The unaudited interim condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements of the Company.
The unaudited interim condensed consolidated financial statements reflect the activities of each of the following entities:
| Name | Background | Ownership | Principal activity | |||||
| Republic Power Group Limited | ● | A BVI company | — | |||||
| ● | Incorporated on | |||||||
| Republic Power Pte. Ltd | ● | A Singapore company | ||||||
| ● | Incorporated on |
Note 2 – Liquidity and Going Concern
The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis in accordance with U.S. GAAP.
In accordance with ASC 205-40, Presentation of Financial Statements – Going Concern, management evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these financial statements are issued.
As of December 31, 2025, the Company had positive working capital of approximately SGD 1.54 million, cash of SGD
Subsequent to December 31, 2025, the Company successfully completed two follow-on equity offerings, generating net proceeds of USD
Subsequent to December 31, 2025, the Company also entered into agreements to acquire a
F-7
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — Liquidity and Going Concern (cont.)
Based on this assessment, management concluded that it is not probable that the Company will be unable to meet its obligations as they become due for a period of at least twelve months from the date these financial statements are issued. Accordingly, management determined that no substantial doubt exists regarding the Company’s ability to continue as a going concern.
Note 3 — Summary of significant accounting policies
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results of operations for the six months ended December 31, 2025 are not necessarily indicative of results to be expected for the full year ending June 30, 2026. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements thereto as of and for the years ended June 30, 2025, 2024 and 2023.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions have been eliminated upon consolidation.
Use of estimates and assumptions
The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, and allowance for credit losses. Actual results could differ from these estimates.
Foreign currency transaction
The Company uses Singapore Dollars (“SGD”) as its reporting currency. The functional currency of the Company is United States Dollars (“USD”) and its subsidiary which is incorporated in Singapore is SGD, which is its respective local currency based on the criteria of ASC 830, “Foreign Currency Matters”.
F-8
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and losses resulting from foreign exchange transactions are included in exchange gains/(losses) on the unaudited interim condensed consolidated statements of income.
Convenience translation
Translations of balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows from SGD into USD as of December 31, 2025 are solely for the convenience of the readers and are calculated at the rate of USD
Cash
Cash primarily consists of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains most of its bank accounts in Singapore.
Accounts receivable, net
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable and other receivables. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company did not have any off-balance-sheet credit exposure relating to its customers, suppliers or others. As of December 31, 2025 and June 30, 2025, the Company recorded allowances for credit losses against its accounts receivable amounting to SGD
Prepayments
Pursuant to ASC340-10, prepayments refer to payments made in advance to vendors or service providers for services that are yet to be rendered, and product to be delivered. These amounts are refundable and bear no interest. As of December 31, 2025 and June 30, 2025, the prepaid expenses amounted to SGD
F-9
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Short-term deposits and long-term deposits
Short-term deposits and long-term deposits are mainly for rent, utilities and money deposited with certain suppliers. These amounts are refundable and bear no interest. The short-term deposits usually have one year term and are refundable upon contract termination. The long-term deposits are refunded from suppliers when term and conditions set forth in the agreements have been satisfied. As of December 31, 2025 and June 30, 2025, the short-term deposits amounted to SGD
Intangible Assets
The Company’s intangible assets primarily consist of capitalized software development costs related to proprietary software products and technology platforms being developed for commercial sale, licensing, and Software-as-a-Service (“SaaS”) offerings to external customers.
The Company accounts for software development costs in accordance with ASC 985-20, Software—Costs of Software to Be Sold, Leased, or Otherwise Marketed. Costs incurred prior to the establishment of technological feasibility, including research activities, conceptual design, feasibility assessments, product planning, and other research and development activities, are expensed as incurred in accordance with ASC 730, Research and Development. Once technological feasibility has been established and management has committed to complete the software for commercial release, development costs directly attributable to coding, testing, software configuration, and other qualifying activities are capitalized. Costs incurred after the software is available for general release to customers, including maintenance, customer support, training, and routine product enhancements, are expensed as incurred.
As of December 31, 2025, the Company’s software products remained under development and had not yet been made available for general commercial release to external customers. Although significant development milestones had been completed, management concluded that the software was not yet ready for its intended use because final integration, user acceptance testing, security testing, quality assurance procedures, deployment activities, and other activities necessary to prepare the software for commercial release remained ongoing. Accordingly, the related capitalized software development costs continue to be classified as work-in-progress, and no amortization has been recognized during the periods presented.
Upon general commercial release of each software product, the Company will commence amortization in accordance with ASC 985-20 over the estimated economic life of the software using the greater of (i) the ratio of current gross revenues to total estimated gross revenues from the product or (ii) the straight-line method over the remaining estimated useful life. Management currently estimates the useful lives of its software products to range from five to
The Company evaluates its capitalized software development costs for impairment at each reporting date in accordance with ASC 985-20. Management considers whether indicators of impairment or changes in expected future economic benefits exist and compares the unamortized capitalized costs with the estimated net realizable value of each software product. If the carrying amount exceeds the estimated net realizable value, an impairment loss is recognized for the excess amount. Based on management’s assessment, no impairment indicators were identified and no impairment losses were recognized during the periods presented.
As of December 31, 2025 and June 30, 2025, the carrying amount of the Company’s intangible assets was SGD
F-10
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Deferred IPO costs
Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, accounting fees and consulting fees related to the registration preparation, the SEC filing and print related costs. Upon the successful completion of the equity offering, the deferred IPO costs are recognized as a reduction of the gross proceeds from the offering and recorded as a deduction from additional paid-in capital. If the proposed offering is abandoned or is no longer considered probable of completion, the deferred costs are charged to expense in the period the offering is abandoned.
As of December 31, 2025, the Company had no deferred IPO costs (June 30, 2025: SGD
Other current assets, net
Other current assets, net, primarily consists of other receivables from third parties. These other receivables are unsecured and are reviewed periodically to determine whether their carrying value has become impaired.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives.
| Useful Life | ||
| Office equipment | ||
| Office furniture and fixtures | ||
| Leasehold improvements | ||
| Automobiles |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
F-11
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2025, the Company conducted a recoverability test and the total future projected cashflows from the asset group exceed or equal to the carrying amount of the assets group therefore no impairment of long-lived assets was recognized.
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:
| ● | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Revenue recognition
Effective July 1, 2019, the Company adopted ASC Topic 606, Revenue from Contracts with Clients, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after July 1, 2019 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to July 1, 2019. The effect from the adoption of ASC Topic 606 was not material to the Company’s unaudited interim condensed consolidated financial statements.
The five-step model defined by ASC Topic 606 requires the Company to (1) identify its contracts with clients, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the client in an amount that reflects the consideration expected in exchange for those goods or services.
F-12
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
The Company applied practical expedient when sales taxes were collected from clients, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price. The Company does not offer rights of refund of previously paid or delivered amounts, rebates, rights of return or price protection. In all instances, the Company limits the amount of revenue recognized to the amounts for which it has the right to bill its’ clients.
The Company derives its revenues from three sources: (1) revenue from software development services, (2) revenue from consulting and technical support services, and (3) revenue from product sales. All of the Company’s contracts with clients do not contain cancelable and refund-type provisions.
The Company did not have consulting and technical support services and product sales for the six months ended December 31, 2024. As of December 31, 2025, the Company have consulting and technical support services and product sales.
(1) Software development services
The contract is typically fixed priced and does not provide any post contract client support or upgrades. The Company designs software based on clients’ specific needs which require the Company to perform services including design, development, and integration. These services also require significant customization. Upon delivery of the services, client acceptance is generally required. The Company assesses that software development services is considered as one performance obligation as the clients do not obtain benefit for each separate service. The duration of the development period is short, usually less than one year.
From September 01, 2024 onwards, in certain software development contract, we provide complementary support services for 12 months following completion of the project. However, any feature upgrade, system scaling and ongoing maintenance will require service fee from clients.
The Company’s software development service revenues is generated primarily from contracts with government or related agencies and state-owned enterprises. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.
The Company’s revenue from software development contracts are generally recognized over time as the Company’s performance creates or enhances the project controlled by the clients and the control is transferred continuously to the Company’s clients. The Company uses an input method based on cost incurred as the Company believes that this method most accurately reflects the Company’s progress toward satisfaction of the performance obligation, which usually takes less than one year. Under this method, the Company could appropriately measure the fulfillment of a performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period. Certain contracts include milestone-based payment terms, and in some arrangements the achievement of defined milestones also represents a meaningful measure of progress toward completion. When the structure of the contract and the nature of the deliverables indicate that the milestone reflects value transferred to the customer, the Company recognizes revenue upon achievement of the milestone, as this output-based measure provides a more accurate depiction of progress for those contracts.
Incurred costs include all direct material, labor and subcontract costs, and those indirect costs related to application development performance, such as indirect labor, supplies, and tools. Cost-based input method requires the Company to make estimates of revenues and costs to complete the service. In making such estimates, significant judgment is required to evaluate assumptions related to the costs to complete the application development, including materials, labor, and other system costs. The Company’s estimates are based upon the professional knowledge and experience of the Company’s engineers and project managers to assess the contract’s schedule, performance, and technical matters. The Company has adequate cost history and estimating experience, and with respect to which management believes it can reasonably estimate total development costs. If the estimated costs are greater than the related revenues, the Company recognizes the entire estimated loss in the period the loss becomes known and can be reasonably estimated.
F-13
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Changes in estimates for software development services include but are not limited to cost forecast changes and change orders. The cumulative effect of changes in estimates is recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. To date, the Company has not incurred a material loss on any contracts. However, as a policy, provisions for estimated losses on such engagements will be made during the period in which a loss becomes probable and can be reasonably estimated. If contract modifications result in additional goods or services that are distinct from those transferred before the modification, they are accounted for prospectively as if the Company entered into a new contract. If the goods or services in the modification are not distinct from those in the original contract, sales and gross profit are adjusted using the cumulative catch-up method for revisions in estimated total contract costs and contract values.
In certain software development service arrangements, the Company sells equipment to be customized and integrated with the developed software. The Company assesses the customized equipment and service are interdependent and highly interrelated. In these cases, the Company controls the customized equipment before it is transferred to the clients. The Company has the right to direct the suppliers and control the goods or assets transferred to its clients. Thus, the Company considers it should recognize revenue as a principal in the gross amount of consideration to which it is entitled in exchange for the customized equipment delivered.
(2) Consulting and technical support services
Revenue from consulting and technical support services is primarily comprised of fixed-fee contracts, which require the Company to provide professional consulting and technical support services over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is typically 1 to 12 months. The consulting and technical support services contracts typically include a single performance obligation. The revenue from consulting and technical support services is recognized over the contract term as clients receive and consume benefits of such services as provided.
(3) Product sales
The Company engages in sale of software-related hardware and related accessories. The Company typically enters into contracts with its client where the rights of the parties, including payment terms, are identified and sales prices to the clients are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. The Company’s performance obligation is to deliver products according to contract specifications. The Company recognizes product revenue at a time when the control of products is transferred to clients.
Revenue includes reimbursements of travel and out-of-pocket expense, with equivalent amounts of expense recorded in cost of revenue.
Practical Expedient and Exemptions
The Company does not disclose the value of unsatisfied performance obligations within one year by applying the right to invoice practical expedient provided by ASC 606-10-55-18.
Cost of Revenue
Cost of revenue consists primarily of personnel costs (including salaries and benefits) for employees associated with technical support and subcontractors, professional services organizations, third party license fees, allocable overhead.
Selling and marketing expenses
Selling and marketing expenses consist primarily of advertising and marketing research expenses. For the six months ended December 31, 2025, and 2024, the Company’s selling and marketing expenses were SGD
F-14
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
General and administrative expenses
General and administrative expenses consist primarily of corporate expenses, operating expenses and employment expenses. For the six months ended December 31, 2025 and 2024, the Company’s total general and administrative expenses were SGD
Research and development
Research and development expenses include salaries and other compensation-related expenses for the Company’s research and product development personnel, outsourced subcontractors, and other costs incurred during the research and preliminary project stages. In accordance with ASC 730, costs related to research activities and costs that do not meet the capitalization criteria under ASC 350-40 are expensed as incurred.
Development costs that meet the capitalization requirements under ASC 350-40 are recorded as intangible assets and are not included in research and development expenses. For the six months ended December 31, 2025, and 2024, the Company recorded research and development expenses of SGD nil and SGD
Leases
The Company accounts for leases in accordance with ASC 842, Leases. The Company determines whether an arrangement contains a lease at contract inception.
The Company has elected the short-term lease recognition exemption for leases with an initial lease term of 12 months or less. Accordingly, lease payments under such arrangements are recognized as lease expense on a straight-line basis over the lease term, and no right-of-use (“ROU”) assets or lease liabilities are recognized in the unaudited interim condensed consolidated balance sheets.
The Company separates lease and non-lease components in its lease arrangements. Non-lease components primarily consist of building management fees, utilities, and property taxes and are recognized separately from the related lease components.
As of December 31, 2025 and June 30, 2025, all of the Company’s lease arrangements qualified for the short-term lease recognition exemption under ASC 842. Accordingly, no operating lease or finance lease right-of-use assets or lease liabilities were recognized as of those dates.
F-15
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Income taxes
Republic Power Group Limited is not subject to tax on income or capital gains under the current laws of the British Virgin Islands. In addition, upon payments of dividends by Republic Power Group Limited and the Company’s subsidiary in Singapore, Republic Power Pte. Ltd. to the Company’s shareholders, no British Virgin Islands withholding tax will be imposed.
The Company accounts for income tax in accordance with U.S. GAAP. Under the asset and liability method as required by this accounting standard, the recognition of deferred income tax liabilities and assets for the expected future tax consequences of temporary differences between the income tax basis and financial reporting basis of assets and liabilities. Provision for income taxes consists of taxes currently due plus deferred tax.
The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled.
Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
F-16
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Earnings per share
Basic earnings per share is computed by dividing net income attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period presented. Diluted income per share is calculated by dividing net income attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
Employee benefit
(1) Defined contribution plan
The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
(2) Employees leave entitlement
Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly before twelve months after the end of the reporting period is recognized for services rendered by employees up to the end of the reporting period.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical performance and the specific facts and circumstances of each matter.
Concentration of Risks
Concentration of credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and account receivable. The Company places its cash with financial institutions with high-credit ratings and quality.
Accounts receivable primarily comprise of amounts receivable from the service clients. To reduce credit risk, the Company performs on-going credit evaluations of the financial condition of these service clients. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific service clients and other information.
F-17
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
Concentration of clients
For the six months ended December 31, 2025, three clients, Company A, Company B, and Company C, accounted for
Concentration of vendors
As of December 31, 2025, five vendors, Vendor O, Vendor P, Vendor Q, Vendor R, and Vendor S, accounted for
Segment reporting
ASC 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 clients in the unaudited interim condensed consolidated financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews unaudited interim condensed consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s long-lived assets are substantially located in Singapore, no geographical segments are presented.
Recently issued accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.
In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”) that is intended to improve the guidance for applying Topic 842 to arrangements between entities under common control. This ASU requires all entities (that is, including public companies) to amortize leasehold improvements associated with common control leases over the useful life to the common control group. The standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. Management has evaluated and concluded no material impact of this to the financial statements.
In October 2023, the FASB issued Accounting Standards Updates (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements but does not expect the impact to be material.
F-18
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Summary of significant accounting policies (cont.)
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands disclosures about a public entity’s reportable segments and required more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management has evaluated and concluded no material impact of this to the financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements.
In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Board’s concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” The Company’s management does not believe the adoption of ASU 2024-02 will have a material impact on its consolidated financial statements and disclosures.
Except as mentioned above, there are no new recently issued accounting standards that will have a material impact on the Company’s consolidated financial statements. The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
Note 4 — Revenues
Revenues are recognized when control of the promised services and deliverables are transferred to the Company’s clients in an amount that reflects the consideration to which the Company expects to be entitled to and receive in exchange for services and deliverables rendered.
The following table presents the Company’s revenues disaggregated by service lines for the six months ended December 31, 2025, 2024, and 2023:
| For the six months ended December 31, (Unaudited) | ||||||||||||
| 2024 | 2025 | |||||||||||
| SGD | SGD | USD | ||||||||||
| Software development service | ||||||||||||
| Consulting and technical support services | — | |||||||||||
| Product sales | — | |||||||||||
| Total revenues | ||||||||||||
F-19
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4 — Revenues (cont.)
The following table presents the Company’s revenues disaggregated by the timing of revenue recognition for the six months ended December 31, 2025 and 2024.
| For the six months ended December 31, (Unaudited) | ||||||||||||
| 2024 | 2025 | |||||||||||
| SGD | SGD | USD | ||||||||||
| Services and deliverables transferred at a point in time | — | |||||||||||
| Services and deliverables transferred over time | ||||||||||||
| Total revenues | ||||||||||||
The Company elected to utilize practical expedients to exclude from this disclosure the remaining performance obligations that have an original expected duration of one year or less.
Note 5 — Accounts receivable, net
Accounts receivable, net consisted of the following:
| June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ( | ) | ||||||
| Ending balance | ||||||||||||
The following table summarizes the changes in allowance for credit losses:
| June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Provision for expected credit losses | ||||||||||||
| Ending balance | ||||||||||||
Accounts receivable are stated net of an allowance for expected credit losses. The increase in the allowance during the six months ended December 31, 2025 was primarily attributable to management’s reassessment of the expected credit risk associated with certain outstanding customer balances based on facts and circumstances existing at the reporting date.
The Company estimates expected credit losses in accordance with ASC 326 based on historical collection experience, adjusted for current conditions and reasonable and supportable forecasts. Management considers both quantitative and qualitative factors, including the aging of receivables, customers’ payment history and creditworthiness, subsequent collections, customer-specific circumstances, and current economic conditions when determining the adequacy of the allowance. Based on this assessment, management believes the allowance appropriately reflects the expected lifetime credit losses as of December 31, 2025.
F-20
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 — Prepayments
Prepayments consist of the following:
| June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Hardware product prepayment | — | |||||||||||
| Total prepayments | — | |||||||||||
Prepayments primarily represent advance payments made to hardware vendors pursuant to procurement agreements for the purchase and delivery of hardware and related equipment required for the Company’s business operations and customer projects.
Management expects the remaining hardware to be delivered and the related prepayments to be utilized in accordance with the respective contractual arrangements. Management regularly assesses the recoverability of these prepayments by monitoring vendor performance, delivery progress, contractual rights, ongoing communications with the vendors, and other relevant facts and circumstances. Based on these assessments, management believes the carrying amount of the prepayments is recoverable as of December 31, 2025.
Note 7 — Property and equipment, net
Property and equipment consist of the following:
| June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Office equipment | ||||||||||||
| Office furniture and fixtures | — | — | ||||||||||
| Leasehold improvements | — | — | ||||||||||
| Automobiles | — | — | ||||||||||
| Subtotal | ||||||||||||
| Less: asset written off | ( | ) | — | — | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
During the year ended June 30, 2025, the Company relocated its office premises. As part of this relocation, certain items of office equipment, furniture and fixtures, and leasehold improvements were determined to be unusable or not transferable to the new premises. Accordingly, the Company wrote off property and equipment with an aggregate cost of SGD
No impairment loss was recognized during the six months ended December 31, 2025 and 2024.
F-21
REPUBLIC POWER GROUP
LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — Accounts payable, other payables and accrued liabilities
Accounts payable, other payables and accrued liabilities consist of the following:
| June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Accounts payables | ||||||||||||
| Salary payables | ||||||||||||
| Other payables | ||||||||||||
| Accrued expenses | — | — | ||||||||||
| Total accounts payable, other payables and accrued liabilities | ||||||||||||
Note 9 — Loans Payable — Financial Institution
On April 28, 2023, RP Singapore entered into a short-term loan agreement with a financial institution to obtain a loan of SGD
On April 8, 2024, RP Singapore entered into a short-term loan agreement with a financial institution to obtain a loan of SGD
As of June 30, 2025, RP Singapore has utilized the overdraft credit line of SGD
Note 10 — Related party balances and transactions
Related party balances
Amount due to director
The Company borrows from Mr. Long, the Company’s Chief Executive Officer, for operation purpose. The loans are interest free, free of collateral and repayable upon demand.
| Name of Related Party | Relationship | Nature of Transactions | June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||||||
| Mr. Ziyang Long | ||||||||||||||||
F-22
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10 — Related party balances and transactions (cont.)
Income tax
British Virgin Islands
Republic Power Group Limited is incorporated in the British Virgin Islands and conducts all of the Company’s businesses through the Company’s subsidiary in Singapore, Republic Power Pte Limited. Under the current laws of the British Virgin Islands, Republic Power Group Limited is not subject to tax on income or capital gains. In addition, upon payments of dividends by Republic Power Group Limited and the Company’s subsidiary in Singapore, Republic Power Pte. Limited to the Company’s shareholders, no British Virgin Islands withholding tax will be imposed.
Note 11 — Taxes
Singapore
Republic Power Pte Limited is incorporated in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is
Net operating loss will be carried forward indefinitely under Singapore profits tax regulation. As of December 31, 2025 and 2024, the Company is operating at a loss and it will be carried forward to offset future taxable income.
Significant components of the provision for income taxes are as follows:
| For the six-months ended December 31, 2024 (Unaudited) | For the Six Months ended December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Current income tax | — | — | — | |||||||||
| Deferred income tax | — | — | — | |||||||||
| Provision for/(benefit from) income tax | — | — | — | |||||||||
F-23
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — Taxes (cont.)
A reconciliation between the Company’s actual provision for income taxes and the provision at the Singapore statutory rate was as follows:
| For the six-month period ended December 31, 2024 (Unaudited) | For the six-month period ended December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Singapore income tax rate | % | % | % | |||||||||
| Income tax expense computed at statutory rate | ( | ) | ( | ) | ( | ) | ||||||
| Reconciling items: | ||||||||||||
| Non-deductible expenses | ||||||||||||
| Non-taxable income | ( | ) | — | — | ||||||||
| Deferred tax asset not recognized in current year | ||||||||||||
| Total provision for/(benefit from) income tax | — | — | — | |||||||||
| Effective tax rate | % | % | % | |||||||||
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2025 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the six months ended December 31, 2025 and 2024 and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2025.
Taxes payable consisted of the following:
| June 30, 2025 (Audited) | December 31, 2025 (Unaudited) | |||||||||||
| SGD | SGD | USD | ||||||||||
| Income taxes payable | ||||||||||||
| Total | ||||||||||||
F-24
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — Equity
Ordinary shares
On November 17, 2021,
On April 21, 2022, the majority shareholders and the board of the Company approved, upon the consummation of the offering, to increase the authorized shares of the Company from
On April 7, 2025, our authorized shares were amended to be an unlimited number of ordinary shares divided into two classes, consisting of (i) an unlimited number of Class A Ordinary Shares, par value $
Initial Public Offering
On October 15, 2025, the Company completed its initial public offering (“IPO”) of
Variation of Rights of Holders of Class B Ordinary Shares
On December 31, 2025, following the sole shareholder of the Class B Ordinary Shares consenting to the Change of Voting Power, our shareholders approved an amended and restated memorandum and articles of association of the Company to reflect (i) increase of the voting power of the Company’s Class B Ordinary Shares from ten (
Reverse Share Split
Subsequent to December 31, 2025, the Company effected two reverse share splits of its Class A Ordinary Shares and Class B Ordinary Shares. A 1-for-20 reverse share split became effective on February 24, 2026, followed by a
Issuance of Class B Ordinary Shares
On March 27, 2025, we issued
Other than the issuance of Class A Ordinary Shares in connection with the IPO described above, there were no additional capital contributions during the six months ended December 31, 2025.
As of December 31, 2025, after giving retrospective effect to the
F-25
REPUBLIC POWER GROUP LIMITED
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13 — Commitments and contingencies
Acquisition Commitments
On December 1, 2020, RP Singapore entered into an acquisition agreement with Consap Pte Ltd. (“Consap”), a company which is currently controlled by Chee Wai Chan, who was appointed as RP Singapore’s COO and director in February 2021, to acquire the
On March 31, 2024, an addendum to the acquisition agreement has been signed. Pursuant to the addendum, Consap should enter into one or more definitive sales agreements with client approved by RP Singapore, for a total contract value of not less than USD
As of December 31, 2025, Consap did not met the condition of meeting the sales value USD
Note 14 — Subsequent events
Management evaluated subsequent events through July 10, 2026, the date the unaudited interim condensed consolidated financial statements were issued, and concluded that no subsequent events occurred that require adjustment to the unaudited interim condensed consolidated financial statements or additional disclosures in the accompanying notes, other than the following:
Fundraising
On January 29, 2026, the Company completed its public offering of
On April 03, 2026, the Company completed its public offering of
Reverse Split
On December 31, 2025, our shareholders and the board approved a reverse share split of our issued and unissued Class A Ordinary Shares, par value $
On April 30, 2026, our shareholders and the board approved a reverse share split of our issued and unissued Class A Ordinary Shares, par value $
Private Investment in Public Equity (PIPE)
On April 7, 2026, the Company entered into a securities purchase agreement with an existing shareholder, an entity wholly owned by the Company’s Chairman of the Board of Directors, pursuant to which the Company agreed to issue
Acquisition
On April 8, 2026, the Company entered into agreements to acquire a
F-26
Exhibit 99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes that appear in this report. This discussion and analysis contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report. All amounts included herein with respect to the six months ended December 31, 2025 and 2024 are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this report.
Overview
Through our wholly owned subsidiary in Singapore, we engage in software development; enterprise technology integration services; digital platform, infrastructure solutions and sale of software-related hardware product; and exploration and commercialization of blockchain-enabled financial infrastructure technologies, including real-world asset tokenization solutions. Our operations are currently based in Singapore, and historically we have served clients in Singapore and Malaysia. In recent periods, we have expanded our client base to other markets in Southeast Asia and Hong Kong. For the six months ended December 31, 2025 and 2024, our revenues were SGD 2,166,935 (USD1,685,151) and SGD 490,977, respectively. For the six months ended December 31, 2025, we generated a majority of our revenues from product sales, which represented 53.5% of total revenue. For the six months ended December 31, 2025, our revenue was SGD 2,166,935 (USD1,685,151). The software development services represented 46.0% and 100.0% of total revenue in the six months ended December 31, 2025 and 2024, respectively. The consulting and technical support services represented 0.5%, and 0% of our revenue in the six months ended December 31, 2025 and 2024, respectively. The sale of software-related hardware represented 53.5% and 0.0% of our revenue in the six months ended December 31, 2025 and 2024, respectively.
For the six months ended December 31, 2025, the Company experienced revenue growth across all three of its revenue streams compared to the corresponding prior period. The increase was primarily driven by continued business development efforts and the successful execution of additional customer projects. In particular, revenue from product sales increased significantly following the completion of a product sales project during the reporting period.
The Company also continued to strengthen its technical workforce and enhance its service delivery capabilities, enabling it to undertake a greater number of projects and better meet customer demand. These efforts contributed to the overall increase in revenue during the six-month period.
Results of Operations
Results of Operations for the Six months ended December 31, 2025 and 2024
Our consolidated results of operations for the six months ended December 31, 2025 and 2024 are summarized below:
| For
the Six Months ended December 31, (Unaudited) | ||||||||||||||||||||
| 2024 | 2025 | 2025 | Variance | Change | ||||||||||||||||
| SGD | SGD | USD | SGD | % | ||||||||||||||||
| Revenues | 490,977 | 2,166,935 | 1,685,151 | 1,675,958 | 341.4 | % | ||||||||||||||
| Cost of revenues | (288,218 | ) | (1,606,951 | ) | (1,249,670 | ) | (1,318,733 | ) | 457.5 | % | ||||||||||
| Gross profit | 202,759 | 559,984 | 435,481 | 357,225 | 176.2 | % | ||||||||||||||
| Selling and marketing expenses | — | (231,192 | ) | (179,790 | ) | (231,192 | ) | 100.0 | % | |||||||||||
| General and administrative expenses | (205,715 | ) | (1,216,086 | ) | (945,708 | ) | (1,010,371 | ) | 491.1 | % | ||||||||||
| Research and development expenses | (1,120,000 | ) | — | — | 1,120,000 | (100.0 | )% | |||||||||||||
| Total Operating Expense | (1,325,715 | ) | (1,447,278 | ) | (1,125,498 | ) | (121,563 | ) | 9.2 | % | ||||||||||
| (Loss)/Income from operations | (1,122,956 | ) | (887,294 | ) | (690,017 | ) | 235,662 | (21.0 | )% | |||||||||||
| Other expense, net | (44,676 | ) | (94,175 | ) | (73,237 | ) | (49,499 | ) | 110.8 | % | ||||||||||
| Loss before provision for income taxes | (1,167,632 | ) | (981,469 | ) | (763,254 | ) | 186,163 | (15.9 | )% | |||||||||||
| Provision for income taxes | — | — | — | — | — | % | ||||||||||||||
| Net Loss | (1,167,632 | ) | (981,469 | ) | (763,254 | ) | 186,163 | (15.9 | )% | |||||||||||
Revenues
For the six months ended December 31, 2025, our total revenue was SGD 2,166,935 (USD 1,685,151) as compared to SGD 490,977 for six months ended December 31, 2024. Our total revenue increased by SGD 1,675,958, or 341.4%. The overall increase in total revenue was primarily attributable to higher revenue generated across all three of the Company’s revenue streams during the six months ended December 31, 2025. The increase was driven by continued growth in software development services as the Company secured and completed additional customer projects, increased maintenance and support revenue from its expanding customer base, and higher product sales following the successful completion and delivery of a product sales project during the reporting period.
For the six months ended December 31, 2025, our software development service revenue was SGD 996,935 (USD 775,282) as compared to SGD 490,977 for the six months ended December 31, 2024. The increase in software development service revenue was SGD 505,958 or 103.1%. For the six months ended December 31, 2025, our consulting and technical support services revenue was SGD 10,000 (USD 7,777) as compared to nil for the six months ended December 31, 2024. The increase in consulting and technical support services revenue was SGD 10,000 or 100.0%. For the six months ended December 31, 2025, our product sales revenue was SGD 1,160,000 (USD 902,092) as compared to nil for the six months ended December 31, 2024. The increase in product sales revenue was SGD 1,160,000 or 100.0%. The increase in software development service revenue was primarily attributable to the Company’s continued expansion of its software development contract portfolio, including additional projects secured from customers in Singapore and Hong Kong. The increase reflects higher project activity during the reporting period and the successful execution of these customer engagements.
Cost of Revenues
Our cost of revenues increased by SGD 1,318,733 or 457.5% from SGD 288,218 for the six months ended December 31, 2024 to SGD 1,606,951 (USD 1,249,670) for the six months ended December 31, 2025. This increase is mainly attributed to an increase in revenue generated from all three revenue streams. The majority of the increase in cost of revenues was attributable to product sales, which involve higher procurement costs and generally generate lower gross profit margins compared to our software development services and consulting and technical support services. As a result, the increased contribution from product sales during the current period led to a higher overall cost of revenues.
Gross Profit
Our gross profit increased by SGD 357,225, from SGD 202,759 for the six months ended December 31, 2024 to SGD 559,984 (USD 435,481) during the six months ended December 31, 2025. The increase was attributed to an increase in new software development contracts secured during the year.
Our gross profit and gross profit margin from our major revenue streams are summarized as follows:
| For
the Six Months ended December 31, (Unaudited) | Variance Amount | |||||||||||||||
| 2024 | 2025 | 2025 | % | |||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Software development service | ||||||||||||||||
| Gross profit | 202,759 | 472,184 | 367,201 | 269,425 | ||||||||||||
| Gross margin | 41.3 | % | 47.4 | % | 47.4 | % | 132.9 | % | ||||||||
| Product sales | ||||||||||||||||
| Gross profit | — | 83,800 | 65,169 | 83,800 | ||||||||||||
| Gross margin | — | 7.2 | % | 7.2 | % | 100.0 | % | |||||||||
| Consulting and technical support services | ||||||||||||||||
| Gross profit | — | 4,000 | 3,111 | 4,000 | ||||||||||||
| Gross margin | — | 40.0 | % | 40.0 | % | 100.0 | % | |||||||||
| Total gross profit | 202,759 | 559,984 | 435,481 | 357.225 | ||||||||||||
| Total gross margin | 41.3 | % | 25.8 | % | 25.8 | % | 176.2 | % | ||||||||
Gross profit from software development services increased by SGD 269,425, or 132.9%, from SGD 202,759 for the six months ended December 31, 2024 to SGD 472,184 (USD 367,201) for the six months ended December 31, 2025, primarily due to the increase in software development revenue resulting from the successful execution and completion of additional customer projects during the period.
Gross profit from product sales increased by SGD 83,800, or 100.0%, from nil for the six months ended December 31, 2024 to SGD 83,800 (USD 65,169) for the six months ended December 31, 2025. The increase was primarily attributable to the completion of the final project milestone, which included the delivery of hardware products to the customer and the corresponding recognition of product sales revenue.
2
Gross profit from consulting and technical support services increased by SGD 4,000, or 100.0%, from nil for the six months ended December 31, 2024 to SGD 4,000 (USD 3,111) for the six months ended December 31, 2025, primarily due to the commencement of consulting and technical support services provided during the reporting period.
Overall gross profit margin decreased from 41.3% for the six months ended December 31, 2024 to 25.8% for the six months ended December 31, 2025. The decrease was primarily attributable to the recognition of product sales revenue during the current period, which generally carries lower profit margins than the Company’s software development and consulting and technical support services.
Operating Expenses
For the six months ended December 31, 2025, operating expenses were SGD 1,447,278 (USD 1,125,498), representing an increase of SGD 121,563, or 9.2%, from SGD 1,325,715 for the six months ended December 31, 2024. The increase was primarily attributable to higher general and administrative expenses and selling and marketing expenses following the completion of the Company’s initial public offering (“IPO”), including increased professional fees, personnel costs, and other corporate administrative expenses. The increase was partially offset by the absence of research and development expenses during the current period, as qualifying software development costs were capitalized as intangible assets in accordance with ASC 985-20.
Selling and marketing expenses primarily consisted of compensation expenses relating to our sales and marketing personnel, as well as other expenses associated with our sales and marketing activities. Selling and marketing expenses increased by SGD 231,192, from nil for the six months ended December 31, 2024 to SGD 231,192 (USD 179,790) for the six months ended December 31, 2025. The increase was primarily attributable to the expansion of the Company’s sales and marketing activities following the IPO, including efforts to promote the Company’s products and services, strengthen market presence, and acquire new customers.
General and administrative expenses primarily consisted of salaries and compensation for accounting, finance, human resources, and executive personnel, as well as professional service fees, office expenses, rental expenses, and depreciation. General and administrative expenses increased by SGD 1,010,371, or 491.1%, from SGD 205,715 for the six months ended December 31, 2024 to SGD 1,216,086 (USD 945,708) for the six months ended December 31, 2025. The increase was primarily attributable to higher professional service fees, increased employee compensation, and additional corporate and compliance costs incurred following the completion of the IPO. As a percentage of total revenue, general and administrative expenses increased from 41.9% for the six months ended December 31, 2024 to 56.1% for the six months ended December 31, 2025. The increase was primarily due to the Company incurring additional public company operating costs following the IPO, including compliance, regulatory, governance, and professional service expenses, which outpaced the growth in revenue during the period.
Research and development expenses primarily consisted of compensation and benefit expenses relating to research and development personnel and other costs incurred in connection with the development of the Company’s software products. Research and development expenses decreased by SGD 1,120,000 from SGD 1,120,000 for the six months ended December 31, 2024 to nil for the six months ended December 31, 2025, representing 228.1% and nil of total revenue for the six months ended December 31, 2024 and 2025, respectively. The decrease was primarily attributable to the establishment of technological feasibility for the Company’s software development projects. Accordingly, qualifying development costs incurred during the current period were capitalized as intangible assets in accordance with ASC 985-20 rather than recognized as research and development expense.
Other expenses, net
Other income (expense) primarily consists of interest income net of interest expense, the exchange gain and loss, and other income and expenses. Our net other expense was approximately SGD 94,175 (USD 73,237) in the six months ended December 31, 2025, compared with a net other expense of approximately SGD 44,676 in the six months ended December 31, 2024. Other expenses incurred for the six months ended December 31, 2025 included an exchange loss in an amount of SGD 29,798 (USD 23,173), an interest expense in an amount of SGD 45,926 (USD 35,715), loan facility fee of SGD 15,531 (USD 12,078), finance expenses of SGD 3,352 (USD 2,607), and offset by miscellaneous income in an amount of SGD 432 (USD 336). Other expenses incurred for the six months ended December 31, 2024 included an interest expense in an amount of SGD 34,295, and miscellaneous net expense of SGD 10,381.
3
Loss before provision for income taxes
As a result of the foregoing, loss before provision for income taxes decreased by SGD 186,163, or 15.9%, from SGD 1,167,632 for the six months ended December 31, 2024 to SGD 981,469 (USD 763,254) for the six months ended December 31, 2025. The decrease in loss before income taxes was primarily attributable to higher gross profit generated from increased revenue during the current period, partially offset by higher selling and marketing expenses and general and administrative expenses following the Company’s initial public offering.
Provision for income taxes
No provision for income taxes was recorded for the six months ended December 31, 2025 and 2024 as the Company incurred losses before income taxes during both periods. The Company is subject to Singapore corporate income tax at a statutory rate of 17%.
Net loss
As a result of the foregoing, net loss decreased by SGD 186,163, or 15.9%, from SGD 1,167,632 for the six months ended December 31, 2024 to SGD 981,469 (USD 763,254) for the six months ended December 31, 2025.
B. Liquidity and capital resources
Overview
The unaudited interim condensed consolidated financial statements included in this report have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business.
As of December 31, 2025, the Company had total current assets of SGD 3,819,130 (USD 2,970,006) and total current liabilities of SGD 2,279,424 (USD 1,772,630), resulting in positive working capital of SGD 1,539,706 (USD 1,197,376). As of June 30, 2025, the Company had total current assets of SGD 4,373,118 (USD 3,438,256) and total current liabilities of SGD 3,704,464 (USD 2,912,543), resulting in positive working capital of SGD 668,654 (USD 525,713).
For the six months ended December 31, 2025, the Company reported a net loss of SGD 981,469 (USD 763,254). Although the Company continued to incur losses during the period, management believes that the Company’s financial position has improved as a result of increased revenue, strengthened working capital, and enhanced operating performance compared to the prior period.
Management believes that the Company’s existing cash resources, expected cash flows from operations, and continued growth in its business operations will be sufficient to meet its working capital requirements and operating obligations for at least the next twelve months from the date the unaudited interim condensed consolidated financial statements are issued. Accordingly, the unaudited interim condensed consolidated financial statements have been prepared on a going concern basis.
Capital Raising Activities and Financial Position
The Company believed it has strengthened its capital resources through a series of financing activities. On October 15, 2025, the Company successfully completed its IPO, which provided additional capital to support the Company’s operations, product development, commercialization initiatives, and general working capital requirements.
Subsequent to the reporting period, on January 29, 2026, the Company completed its public offering of 44,775,000 Class A ordinary shares, par value $0.000625 per share. The net proceeds, after deducting direct attributable offering costs, was USD 8,655,000.
On April 3, 2026, the Company completed its public offering of 40,000,000 Class A ordinary shares, par value $0.0125 per share. The net proceeds, after deducting direct attributable offering costs, was USD 9,817,500.
On April 8, 2026, the Company acquired 10% of the equity interest in NVC Partners Limited and certain proprietary software source code and technology rights for an aggregate consideration of US$8.0 million in cash.
On April 10, 2026, the Company completed a related-party equity financing through the issuance of 688,073 Class B Ordinary Shares, par value $0.0125 per share, to an existing shareholder for aggregate gross proceeds of US$688,073. The proceeds from the financing are intended to further support the Company’s working capital requirements, ongoing business operations, and strategic growth initiatives.
In addition to the capital raised through the IPO and subsequent equity placement, the Company continues to evaluate and pursue additional equity financing opportunities to support future business expansion and product commercialization. Management believes these financing activities, together with expected cash flows from operations and the Company’s current liquidity position, provide sufficient financial resources to support the Company’s operating and capital requirements for at least the next twelve months from the date of issuance of the consolidated financial statements.
4
Liquidity Strategy and Action Plans
Management continually evaluates the Company’s liquidity position and implements strategies to support its ongoing operations, business expansion, and long-term growth. The Company’s principal initiatives include the following:
1. Capital Management
| ● | The Company completed its IPO in October 2025. |
| ● | Subsequent to December 31, 2025, the Company successfully completed two follow-on equity offerings, generating net proceeds of USD 8,655,000 and US$9,817,500 on January 29, 2026 and April 3, 2026, respectively. Management has allocated approximately 60% of the net proceeds from each offering toward working capital and approximately 40% toward strategic acquisitions. As part of this strategy, the Company entered into agreements to acquire a 10% equity interest in NVC Partners Limited and certain proprietary software source code and technology rights for an aggregate consideration of US$8.0 million. These financing activities have significantly strengthened the Company’s liquidity position and provided the Company with sufficient financial resources to support its ongoing operations, strategic growth initiatives, and potential acquisition opportunities. |
| ● | Subsequent to the reporting period, the Company completed a related-party equity financing in April 2026, raising gross proceeds of US$688,073 to further support its growth initiatives and working capital requirements. |
| ● | The Company will continue to evaluate additional equity financing opportunities as appropriate to support future expansion and strategic investments. |
2. Business Growth and Revenue Expansion
| ● | The Company aims to continue to expand its software development, consulting, and product sales businesses by securing new customer projects and strengthening relationships with existing customers. |
| ● | The Company is working on the commercialization of its proprietary software platforms and AI-powered solutions, which are expected to generate recurring revenue through Software-as-a-Service (“SaaS”) subscription arrangements. |
| ● | Management expects continued revenue growth through the expansion of its customer base, increased commercialization of internally developed software products, and diversification of revenue streams. |
3. Cost Management and Operational Efficiency
| ● | The Company aims to continue to implement disciplined cost management initiatives to improve operating efficiency while supporting future growth. |
| ● | The Company believes that it has optimized its cost structure through efficient resource allocation, project-based engagement of overseas software developers, and continued monitoring of operating expenses. |
| ● | Management continues to negotiate favorable commercial terms with vendors and customers to enhance cash flow management and maintain adequate liquidity. |
Management believes that the Company’s existing cash resources, proceeds from recent financing activities, expected operating cash flows, and ongoing business development initiatives provide sufficient liquidity to fund its operations and capital requirements for at least the next twelve months from the date of issuance of the consolidated financial statements.
5
We believe that our existing cash, proceeds from our IPO completed in October 2025, proceeds from the public equity offerings in January 2026 and April 2026, and the proceeds from the related-party equity financing completed in April 2026, and expected cash flows from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months from the date of this report. This assessment is based on management’s current operating plans, revenue projections, cost management initiatives, and expected business growth.
Although future operating results and market conditions are subject to uncertainty, management continuously monitors the Company’s liquidity position and capital requirements. If additional funding is required to support future growth initiatives or strategic opportunities, the Company believes it will be able to obtain additional financing through equity or other financing arrangements. Accordingly, management believes the Company has adequate financial resources to continue its operations and meet its obligations as they become due for at least the next twelve months from the date of this report.
Cash Flows Analysis
For the six months ended December 31, 2025, and 2024
The following table sets forth a summary of our cash flows for the periods indicated:
| For
the six months ended December 31, (Unaudited) | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Net cash used in operating activities | (94,390 | ) | (262,011 | ) | (203,757 | ) | ||||||
| Net cash used in investing activities | — | (4,069,814 | ) | (3,164,954 | ) | |||||||
| Net cash provided by financing activities | 107,699 | 4,337,660 | 3,373,248 | |||||||||
Cash used in operating activities:
For the six months ended December 31, 2025, net cash used in operating activities was SGD 262,011 (USD 203,757), primarily reflecting the Company’s net loss of SGD 981,469 (USD 763,254), partially offset by non-cash adjustments and changes in working capital. Non-cash adjustments primarily consisted of an allowance for expected credit losses of SGD 634,575 (USD 493,487) and depreciation of property and equipment of SGD 619 (USD 482). Changes in working capital primarily included a decrease in accounts receivable of SGD 1,404,955 (USD 1,092,585) and a decrease in short-term deposits of SGD 1,082,006 (USD 841,438), partially offset by an increase in prepayments of SGD 2,141,712 (USD 1,665,536), primarily attributable to advance payments made to hardware vendors under procurement agreements for customer projects, a decrease in accounts payable of SGD 23,487 (USD 18,265), and a decrease in other payables and accrued liabilities of SGD 237,498 (USD 184,694).
For the six months ended December 31, 2024, net cash used in operating activities was SGD 94,390, primarily reflecting the Company’s net loss of SGD 1,167,632, partially offset by non-cash adjustments and changes in working capital. Non-cash adjustments primarily consisted of depreciation of property and equipment of SGD 14,941, assets written off of SGD 14,177, and a gain on early termination of lease of SGD 3,796. Changes in working capital primarily included a decrease in accounts receivable of SGD 823,551, an increase in accounts payable of SGD 267,500, an increase in other receivables of SGD 160,000, an increase in other payables and accrued liabilities of SGD 116,136, a decrease in prepayments of SGD 2,648 due to the recognition of prepaid rental expenses, and a decrease in taxes payable of SGD 1,915.
Cash used in investing activities:
For the six months ended December 31, 2025, net cash used in investing activities was SGD 4,069,814 (USD 3,164,954), primarily attributable to capitalized software development costs incurred in connection with the development of the Company’s proprietary software platform. These expenditures represent investments in the Company’s long-term technology capabilities and were capitalized as intangible assets in accordance with ASC 985-20. There were no investing activities during the six months ended December 31, 2024.
6
Cash provided by financing activities:
For the six months ended December 31, 2025, net cash provided by financing activities was SGD 4,337,660 (USD 3,373,248). Cash inflows primarily consisted of proceeds from the issuance of ordinary shares of SGD 4,559,788 (USD 3,545,990) in connection with the Company’s initial public offering and proceeds from a director’s loan of SGD 126,239 (USD 98,171). These inflows were partially offset by payments of IPO-related offering costs of SGD 941,927 (USD 732,504), repayments of bank borrowings of SGD 993,695 (USD 772,762), repayments to a related party of SGD 266,500 (USD 207,248), and repayment of a director’s loan of SGD 30,099 (USD 23,407).
For the six months ended December 31, 2024, net cash provided by financing activities was SGD 107,699. Cash inflows primarily consisted of proceeds from bank borrowings of SGD 415,289 and proceeds from a director’s loan of SGD 190,350. These inflows were partially offset by repayments of bank borrowings of SGD 428,888, repayments of finance lease obligations of SGD 1,271, and repayment of amounts due to a director of SGD 67,781.
The following table sets forth a summary of our working capital as of December 31, 2025 and June 30, 2025:
| June 30, 2025 | December 31, (Unaudited) | |||||||||||
| (Audited) | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Current assets | 4,373,118 | 3,819,130 | 2,970,006 | |||||||||
| Current liabilities | 3,704,464 | 2,279,424 | 1,772,630 | |||||||||
| Working capital | 668,654 | 1,539,706 | 1,197,376 | |||||||||
Working capital increased from SGD 668,654 as of June 30, 2025 to SGD 1,539,706 (USD 1,197,376) as of December 31, 2025, primarily due to the repayment of bank borrowings and related-party obligations following the completion of the Company’s initial public offering, resulting in a significant reduction in current liabilities.
Current assets were SGD 3,819,130 (USD 2,970,006) as of December 31, 2025, compared to SGD 4,373,118 as of June 30, 2025. As of December 31, 2025, current assets primarily consisted of prepayments of SGD 2,141,712 (USD 1,665,536), short-term deposits of SGD 1,103,100 (USD 857,843), accounts receivable, net of expected credit losses, of SGD 568,346 (USD 441,983), and cash of SGD 5,972 (USD 4,644). The decrease in current assets was primarily attributable to the reduction in accounts receivable following collections during the period, partially offset by an increase in prepayments made to hardware vendors under procurement agreements for customer projects.
Current liabilities decreased from SGD 3,704,464 as of June 30, 2025 to SGD 2,279,424 (USD 1,772,630) as of December 31, 2025. As of December 31, 2025, current liabilities primarily consisted of taxes payable of SGD 1,729,163 (USD 1,344,711), other payables and accrued liabilities of SGD 395,025 (USD 307,198), amounts due to a director of SGD 149,907 (USD 116,577), and accounts payable of SGD 5,329 (USD 4,144). The decrease in current liabilities was primarily attributable to the repayment of bank borrowings and amounts due to related parties following the completion of the Company’s initial public offering.
Capital Expenditures
The Company did not incur any capital expenditures for property and equipment during the six months ended December 31, 2025 and 2024. During the six months ended December 31, 2025, the Company capitalized software development costs of SGD 4,069,814 (USD 3,164,954) as intangible assets in connection with the development of its proprietary software platforms in accordance with ASC 985-20. The Company expects to continue investing in the development of its technology platforms and, when appropriate, make capital expenditures to support the anticipated growth of its business.
7
Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Contractual Obligations
As of December 31, 2025, the Company do not have contractual obligations commitment. As the Company has terminated the motor vehicle lease and did not renew the long-term office lease, therefore, the future minimum payment under certain of our contractual obligations is nil.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Future Financings
We may issue new Class A Ordinary shares in order to fund our business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that we will achieve sales of the equity securities or arrange for debt or other financing to fund our growth in case it is necessary, or if we are able to do so, there is no guarantee that existing shareholders will not be substantially diluted.
Trend Information
Other than as disclosed in this report, we are not aware of any trends, uncertainties, demands, commitments or events for the current year that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
8
Critical Accounting Policies and Estimates
We prepare our unaudited interim condensed consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. When reading our unaudited interim condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
When reading our unaudited interim condensed consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) accounts receivable, net; and (iii) income taxes. See Note 3 - Summary of Significant Accounting Policies to our unaudited interim condensed consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.
While management believes its judgments, estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions. We believe that the following critical accounting estimates involve the most significant judgments used in the preparation of our financial statements.
A list of recently issued accounting pronouncements that are relevant to us is included in note 3 to our unaudited interim condensed consolidated financial statements included elsewhere in this report.
Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
9