Exhibit 99.5
KEEMO FASHION GROUP LIMITED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | ||||||||||||||||||
| Keemo Fashion Group Limited | GW Reader Holding Limited | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets | ||||||||||||||||||
| Cash and cash equivalents | $ | 22,536 | $ | 21,548 | $ | - | $ | 44,084 | ||||||||||
| Trade receivables, net | - | 49 | - | 49 | ||||||||||||||
| Prepayment, deposits and other receivables | 612 | 81 | - | 693 | ||||||||||||||
| Total current assets | $ | 23,148 | $ | 21,678 | $ | - | $ | 44,826 | ||||||||||
| Non-current Asset | ||||||||||||||||||
| Goodwill | - | 293,498 | - | 293,498 | ||||||||||||||
| Total non-current asset | $ | - | $ | 294,498 | $ | $ | 293,498 | |||||||||||
| TOTAL ASSETS | $ | 23,148 | $ | 315,176 | $ | - | $ | 338,324 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||
| Current liabilities | ||||||||||||||||||
| Other payables and accrued liabilities | $ | 3,200 | $ | 4,511 | $ | - | $ | 7,711 | ||||||||||
| Amount due to director | 91,786 | - | (91,786 | ) | (1) | - | ||||||||||||
| Deferred revenue | - | 45,217 | - | 45,217 | ||||||||||||||
| Total current liabilities | $ | 94,986 | $ | 49,728 | $ | (91,786 | ) | $ | 52,928 | |||||||||
| Non-Current liabilities | ||||||||||||||||||
| Amount due to director | - | 88,028 | 91,786 | (1) | 179,814 | |||||||||||||
| Amount due to director of subsidiary | - | 254,272 | - | 254,272 | ||||||||||||||
| Total non-current liabilities | - | 342,300 | 91,786 | 434,086 | ||||||||||||||
| TOTAL LIABILITIES | $ | 94,986 | $ | 392,028 | $ | - | $ | 487,014 | ||||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||||||||||||
| Common stock | $ | 5,500 | $ | 50,000 | $ | (50,000 | ) | (2) | $ | 5,500 | ||||||||
| Additional paid-in capital | 26,600 | - | - | 26,600 | ||||||||||||||
| Merger reserve | - | - | 50,000 | (2) | 50,000 | |||||||||||||
| Accumulated other comprehensive income | - | (342 | ) | - | (342 | ) | ||||||||||||
| Accumulated deficit | (103,938 | ) | (126,510 | ) | - | (230,448 | ) | |||||||||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | (71,838 | ) | $ | (76,852 | ) | $ | - | $ | (148,690 | ) | |||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 23,148 | $ | 315,176 | $ | - | $ | 338,328 | ||||||||||
See accompanying notes to financial statements.
KEEMO FASHION GROUP LIMITED
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
FOR THE NINE MONTHS ENDED APRIL 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | ||||||||||||||||
| Keemo Fashion Group Limited | GW Reader Holding Limited | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| REVENUE | $ | 15,081 | $ | 882 | $ | - | $ | 15,963 | ||||||||
| COST OF REVENUE | (7,560 | ) | (48 | ) | - | (7,608 | ) | |||||||||
| GROSS PROFIT | $ | 7,521 | $ | 834 | $ | - | $ | 8,355 | ||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | (30,414 | ) | (118,732 | ) | - | (149,146 | ) | |||||||||
| LOSS FROM OPERATION BEFORE INCOME TAX | (22,893 | ) | (117,898 | ) | - | (140,791 | ) | |||||||||
| INTEREST INCOME | - | - | - | - | ||||||||||||
| LOSS BEFORE INCOME TAX | $ | (22,893 | ) | $ | (117,898 | ) | $ | - | $ | (140,791 | ) | |||||
| INCOME TAX EXPENSES | - | - | - | - | ||||||||||||
| NET LOSS | $ | (22,893 | ) | $ | (117,898 | ) | $ | - | $ | (140,791 | ) | |||||
| OTHER COMPREHENSIVE LOSS | - | (456 | ) | - | (456 | ) | ||||||||||
| TOTAL COMPREHENSIVE LOSS | - | (118,354 | ) | - | (141,247 | ) | ||||||||||
| NET LOSS PER SHARE, BASIC AND DILUTED | (0.00 | ) | (0.00 | ) | - | (0.00 | ) | |||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 55,000,000 | 55,000,000 | - | 55,000,000 | ||||||||||||
KEEMO FASHION GROUP LIMITED
NOTES TO UNAUDITED PRO FORMA CONDENSE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED APRIL 30, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Note 1 Reclassification of Amount Due to Director
An amount due to director, Ms. Huang Jia, previously presented under current liabilities, has been reclassified to non-current liabilities in the pro forma financial information.
Acquisition of GW Reader Holding Limited
On May 26, 2025, Keemo Fashion Group Limited (the “Company” or “Keemo”) entered into a Share Purchase Agreement with Guang Wen Global Group Limited, a company incorporated in the British Virgin Islands (the “Seller”), pursuant to which Keemo agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited, a company incorporated in the Cayman Islands.
Upon completion Keemo will also acquire all of GW Reader Holding Limited’s assets and subsidiaries, namely:
| ● | Willing Read Culture Technology Co., Limited, a wholly owned subsidiary incorporated in Hong Kong; and | |
| ● | GW Reader Sdn. Bhd., a wholly owned subsidiary incorporated in Malaysia. |
The share capital of the acquired subsidiary has been eliminated upon consolidation in the pro forma financial information.
The transaction was completed without any purchase consideration, as the transfer of ownership was conducted between entities under common control. Accordingly, the acquisition has been accounted for using the common control method of accounting in accordance with the guidance in ASC 805-50, Business Combinations—Related Issues.
Acquisition of GW Reader Sdn. Bhd.
On October 17, 2024, Willing Read Culture Technology Co., Limited, a company incorporated in Hong Kong (“Willing Read”), acquired 100% of the issued share capital of GW Reader Sdn. Bhd., a company incorporated in Malaysia (“GW Reader MY”), from Seah Chia Yee for a total cash consideration of MYR 2. As a result, GW Reader MY became a wholly-owned subsidiary of Willing Read.
The acquisition of GW Reader Sdn. Bhd. has been accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations.” Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values.
The allocation of the purchase price has been prepared based on preliminary estimates of fair values. However, actual amounts recorded upon the finalization of estimates of fair values may differ from the information presented in these unaudited pro forma condensed combined consolidated financial statements. The Company estimates of the fair values of the assets and liabilities of GW Reader Sdn. Bhd. have been combined with the recorded values of the assets and liabilities of GW Reader Sdn. Bhd. in the audited condensed combined financial information, goodwill was recognized and subject to annual impairment review. Allocation of the purchase price is summarized below:
| Cash and cash equivalents | $ | 6,785 | ||
| Accounts receivable, net | 640 | |||
| Prepayments | 186 | |||
| Intangible asset, net | 2,944 | |||
| Accrued expenses | (8,301 | ) | ||
| Amount due to director | (251,522 | ) | ||
| Deferred revenue | (44,230 | ) | ||
| Adjustment for foreign exchange fluctuation | (2 | ) | ||
| Fair value of GW Reader Sdn. Bhd. | $ | (293,500 | ) | |
| Fair value of consideration | 2 | |||
| Goodwill | $ | (293,498 | ) |
Acquisition of GW Reader Holding Limited
On October 29, 2024, Guang Wen Global Group Limited, a company incorporated in the British Virgin Islands (“Guang Wen”), acquired 50,000 ordinary shares, representing 100% of the equity interest of GW Reader Holding Limited, a Cayman Islands incorporated company (“GW Reader Holding”), from Huang Jia for a total cash consideration of $50,000. Following the transaction, GW Reader Holding became a wholly-owned subsidiary of Guang Wen.
Acquisition of Willing Read Culture Technology Co., Limited by GW Reader Holding Limited
On November 27, 2024, GW Reader Holding acquired 100% of the issued share capital of Willing Read for a total cash consideration of HKD 10,000. As a result, Willing Read became a wholly-owned subsidiary of GW Reader Holding. Through this transaction, GW Reader MY became an indirect subsidiary of GW Reader Holding.