NOTE 1 － ORGANIZATION AND PRINCIPAL ACTIVITIES

HomesToLife Ltd (the “Company”, “HTLM” or the “HomesToLife Cayman”) was incorporated in the Cayman Islands with limited liability under the Companies Act on February 16, 2024.

The Company, through its subsidiaries, is principally engaged in the sale and distribution of leather upholstered furniture, such as, sofas, armchairs, recliners, and related accessories, with its unique design and craftmanship, throughout a network of retail stores in Europe, the North America, and Asia.

On May 5, 2025, the Company entered into a definitive sale and purchase agreement (the “Sale and Purchase Agreement”) with New Century International Homes Pte Ltd (“New Century”) to acquire 100% of equity interests in HTL Marketing Pte Ltd (“HTL Marketing”). Under the terms of the Sale and Purchase Agreement, in exchange for acquiring HTL Marketing, the Company issued 75,000,000 ordinary shares to New Century, par value US$0.0001 per share (the “Ordinary Shares”), which are subjected to two-year lock-up restrictions. This transaction was closed on May 19, 2025. As at the date of acquisition, HTL Marketing directly and indirectly holds the following eight subsidiaries:

- New Century Furniture Pte. Ltd.

- HTL (UK) Limited

- HTL France SAS

- HTL ANZ PTY LTD

- HTL Korea Co., Ltd

- Hwa Tat Lee Japan Co., Ltd

- Terasoh Co., Ltd

- HTL Taiwan Holding Pte. Ltd

On May 5, 2025, HTL Marketing and certain related parties entered into a deed of global settlement involving debt restructuring under the corporate reorganization exercise.

The Company and HTL Marketing were controlled by common shareholders prior to this acquisition. Accordingly, the transaction was accounted for as a transfer of business between entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50. In accordance with ASC 805-50-45-5, the accompanying consolidated and combined financial statements have been retrospectively adjusted to present the results of the entities as if the current corporate structure had existed since the beginning of the earliest period presented. The consolidation and combination of the Company has been accounted for at historical cost at the beginning of the first period presented in the accompanying consolidated and combined financial statements. The number of outstanding shares in the consolidated and combined balance sheets, the consolidated and combined statements of changes in shareholders’ equity, and per share information including the net earnings per share have been presented retrospectively as of the beginning of the earliest period presented on the consolidated and combined financial statements to reflect the final shares immediately after the acquisition on May 5, 2025.

Description of subsidiaries incorporated and controlled by the Company, as of December 31, 2025:

 SCHEDULE OF DESCRIPTION OF SUBSIDIARIES INCORPORATED AND CONTROLLED BY THE COMPANY

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