3. GOODWILL

Acquisition of GW Reader

On October 17, 2024, Willing Read acquired 100% of the equity interests of GW Reader. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed was recorded as goodwill.

Goodwill Calculation

Goodwill represents the excess of the purchase consideration transferred over the fair value of the net assets acquired and liabilities assumed. The preliminary allocation of the purchase price is summarized as follows:

 SCHEDULE OF GOODWILL CALCULATION

Acquisition by GW Reader Holding (Common Control Transaction)

On November 27, 2024, GW Reader Holding acquired 100% of the equity interests of Willing Read. As both entities were under the common control, the transaction was accounted for in accordance with ASC 805-50. Accordingly, the assets and liabilities of Willing Read, including the goodwill recognized in connection with the October 17, 2024 acquisition of GW Reader, were recorded by GW Reader Holding at their predecessor carrying amounts. No new goodwill was recognized in connection with this transaction.

Impairment testing for reporting unit containing goodwill

The fair value of the reporting unit is determined based on discounted cash flow calculations. These calculations use cash flow projections based on internally approved financial forecasts covering five years period which reflect the Company’s expectations of revenue and EBITDA based on past experience and future expectations of business performance. The calculation of the fair value in 2026 has been equally weighted among four possible outcomes, which takes into account possible variations in the amount and timing of the future cashflows.

The fair value calculation applied a discount rate of 16.63%, which reflects the current market assessment of the time value of money and the risks specific to the reporting unit. The key assumptions used in the calculation include revenue growth, advertising and selling expenses, administrative expenses, discount rate and terminal growth rate.

SCHEDULE OF IMPAIRMENT TESTING FOR CASH GENERATING

The projected revenue growth rate of approximately 248% in the first forecast year is considered reasonable by the Company, notwithstanding the Company’s recent actual results and margins. The higher projected growth in the first forecast year is primarily attributable to the Company’s relatively low revenue base in the preceding year, which was affected by stagnant growth arising from operational issues, including the limited author base and insufficient content assets available for commercialization during that period.

The Company expects the revenue growth will improve as these operational issues are progressively resolved, particularly through the expansion of its author network, enhancement of content assets, and improvement in operating efficiency. As such, the significant growth rate in the first forecast year reflects the Company’s expectation of recovery from a low historical revenue base, rather than an assumption of extraordinary growth from a normalized level of operations. The Company remains positive that the expanded business platform, broader customer base, and enhanced operational capabilities arising from the business combination are expected to contribute positively to the Company’s future revenue growth. The Company believes that the business combination provides the Company with a stronger foundation to scale its operations, improve market penetration, and generate future cash flows.

In assessing the reasonableness of the revenue projection, the Company has also considered its actual historical margins and operating performance. The forecast margins are considered supportable as they are generally aligned with, or adjusted based on, the Company’s actual results, taking into account expected improvements in revenue scale, content availability, and operating efficiency. Accordingly, the Company believes that the revenue growth and margin assumptions used in the forecast are reasonable and supportable under the current circumstances.

As at March 31, 2026, the carrying amount of goodwill allocated to the reporting unit amounted to US$293,498. The carrying amount of the reporting unit, including goodwill, amounted to US$245,511. Based on the discounted cash flow assessment, the estimated fair value of the reporting unit was US$963,351, resulting in headroom of US$717,840. Accordingly, no impairment loss was recognized during the financial period.