RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Changes and Error Corrections [Abstract]

Schedule of impact of restatement on affected financial statement


		December 31, 2024
		As Reported				Restatement				As Restated
		(Audited)				Adjustments					(Audited)

ASSETS
Current assets
Cash and cash equivalents		$	484,161			$	–			$	484,161
Accounts receivable			144,509				(102,568	)			41,941
Prepaid expenses and other current assets			651,573				(497,317	)			154,256
Financial assets at fair value through profit or loss			210				–				210
Total current assets			1,280,453				(599,885	)			680,568
Equity method investments			27,206				–				27,206
Property and equipment, net			1,391,845				(66,015	)			1,325,830
Right-of-use assets			–				43,453				43,453
Intangible asset, net			97,825				–				97,825
Goodwill			2,077,728				(1,351,703	)			726,025
Other non-current assets			7,505				(349	)			7,156
Total assets		$	4,882,562			$	(1,974,499	)		$	2,908,063
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Income tax payable		$	25,126			$	110,669			$	135,795
Accrued expenses and other liabilities			455,796				(7,448	)			448,348
Dividend payable			54,312				–				54,312
Due to related parties			27,116				–				27,116
Financial lease liabilities - current			–				6,652				6,652
Warrant liability			76,847				–				76,847
Total current liabilities			639,197				109,873				749,070
Long-term secured other borrowing			23,786				(23,786	)			–
Lease liability			–				24,383				24,383
Total liabilities			662,983				110,470				773,453
Commitments and contingencies			–								–
Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 481,121 shares and 468,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)			14,047				(13,579	)			468
Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of December 31, 2025 and 2024)			80				–				80
Additional paid-in capital			25,200,265				13,579				25,213,844
Statutory and other reserves			191,219				–				191,219
Accumulated losses			(21,238,881	)			(2,096,572	)			(23,335,453	)
Accumulated other comprehensive income			12,415				11,603				24,018
Total Nocera, Inc.’s stockholders’ equity			4,179,145				(2,084,969	)			2,094,176
Non-controlling interests			40,434				–				40,434
Total equity			4,219,579				(2,084,969	)			2,134,610
Total liabilities and equity		$	4,882,562			$	(1,974,499	)		$	2,908,063

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(RESTATED)

(Stated in US Dollars except for Number of Shares)



		For the year ended December 31, 2024
		As Reported				Restatement				As Restated
		(Audited)				Adjustments					(Audited)

Net sales		$	17,013,132			$	(4,890,187	)		$	12,122,945
Cost of sales			(16,678,871	)			4,826,633				(11,852,238	)
Gross profit			334,261				(63,554	)			270,707

Operating expenses
Impairment of goodwill			(1,159,172	)			(1,351,703	)			(2,510,875	)
General and administrative expenses			(2,135,336	)			(313,461	)			(2,448,797	)
Share based compensation			–				(60,831	)			(60,831	)
Total operating expenses			(3,294,508	)			(1,725,995	)			(5,020,503	)

Other (expenses) income, net
Other income			690,514				188				690,702
Net loss before income taxes			(2,269,733	)			(1,789,361	)			(4,059,094	)

Income tax expenses			(124,070	)			(110,506	)			(234,576	)
Net loss from continuing operations			(2,393,803	)			(1,899,867	)			(4,293,670	)

Net loss from discontinued operations
Loss on disposal			–				–				–
Loss from discontinued operations			–				(196,705	)			(196,705	)
Net (loss) gain from discontinued operations			–				(196,705	)			(196,705	)

Net loss			(2,393,803	)			(2,096,572	)			(4,490,375	)
Less: Preferred dividend			–				(16,000	)			(16,000	)
Less: Net income attributable to non-controlling interests			39,342				–				39,342
Net loss attributable to Nocera Shareholders		$	(2,354,461	)		$	(2,112,872	)		$	(4,467,033	)

Other Comprehensive loss
Net loss			(2,393,803	)			(2,096,572	)			(4,490,375	)
Foreign currency translation income (loss)			86,491				(11,603	)			74,888
Total comprehensive loss			(2,307,312	)			(2,108,355	)			(4,415,487	)

Less: Net loss attributable to non-controlling interest			39,342				–				39,342
Less: Foreign currency translation loss attributable to non-controlling interest			4,549				–				4,549
Comprehensive loss attributable to Nocera Shareholders		$	(2,263,421	)		$	(2,108,175	)		$	(4,371,596	)

Loss per share – basic and diluted		$	(0.1807	)		$	(9.3591	)		$	(9.5398	)
Net loss per share from continuing operations – basic and diluted		$	–			$	(9.1696	)		$	(9.1696	)
Net loss per share from discontinued operations – basic and diluted		$	–			$	(0.3702	)		$	(0.3702	)

Weighted Average Shares Outstanding - Basic and Diluted*			13,249,705				(12,781,454	)			468,251

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

* Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


		For the year ended December 31, 2024
		As Reported				Restatement				As Restated
		(Audited)				Adjustments					(Audited)

Cash flows from operating activities:
Net loss		$	(2,393,803	)		$	(2,096,572	)		$	(4,490,375	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment of goodwill			1,159,172				1,351,703				2,510,875
Written off of property and equipment			–				23,044				23,044
Depreciation expenses			126,501				7,787				134,288
Amortization			16,304				–				16,304
Gain on fair value change of financial assets held for trading			(4,270	)			–				(4,270	)
Share-based compensation			60,831				–				60,831
Changes in operating assets and liabilities:
Accounts receivable, net			22,440				105,955				128,395
Inventories			88,550				–				88,550
Prepaid expenses and other assets, net			(94,888	)			–				(94,888	)
Other non-current assets			(281	)			349				68
Dividend payables			16,000				–				16,000
Other payables and accrued liabilities			202,794				(790	)			202,004
Income tax payable			23,210				110,728				133,938
Subtract non-cash gain on warrant liabilities			(797,269	)			–				(797,269	)
Net cash (used in) operating activities			(1,574,709	)			497,796				(2,072,505	)
Cash flows from investing activities
Purchase of property and equipment			(956	)			956				–
Purchase of financial assets at FVTPL			(206	)			–				(206	)
Proceeds from disposal of financial assets at FVTPL			212,963				–				212,963
Payment for acquisition of right-of-use assets			–				(15,336	)			(15,336	)
Net cash provided by investing activities			211,801				(14,380	)			197,421
Cash flows from financing activities:
Proceeds from issuance of common stock			1,085,414				498,915				1,584,329
Payment of lease liabilities			–				(4,750	)			(4,750	)
Payment for secured other borrowings			(478,361	)			–				(478,361	)
Net cash provided by financing activities			597,053				504,165				1,101,218
Net effect of exchange rate changes on cash and cash equivalents			20,436				8,011				28,447
Net increase/(decrease) in cash and cash equivalents			(745,419	)			–				(745,419	)
Cash and cash equivalents at beginning of year			1,229,580				–				1,229,580
Cash and cash equivalents at end of year		$	484,161			$	–			$	484,161

CONSOLIDATED BALANCE SHEETS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


		For the years ended December 31, 2025
		As Reported				Restatement				As Restated
		(Audited)				Adjustments				(Audited)

ASSETS
Current assets
Cash and cash equivalents		$	7,952,180			$	–			$	7,952,180
Accounts receivable			–								–
Prepaid expenses and other current assets			317,162				–				317,162
Financial assets at fair value through profit or loss			–								–
Total current assets			8,269,342				–				8,269,342
Equity method investments			924,152				–				924,152
Property and equipment, net			882,783				–				882,783
Right-of-use assets			34,942				–				34,942
Intangible asset, net			–								–
Goodwill			–								–
Other non-current assets			–								–
Total assets		$	10,111,219			$	–			$	10,111,219
LIABILITIES AND EQUITY
Liabilities
Current liabilities
Income tax payable		$	336,936			$	–			$	336,936
Accrued expenses and other liabilities			121,961				–				121,961
Dividend payable			177,326				–				177,326
Due to related parties			23,565				–				23,565
Financial lease liabilities - current			–				7,398				7,398
Warrant liability			25,859				–				25,859
Total current liabilities			685,647				7,398				693,045
Financial Liability at FVTPL			7,205,666				–				7,205,666
Lease liability			25,641				(7,398	)			18,243
Total liabilities			7,916,954				–				7,916,954
Commitments and contingencies (Note 20)			–
Mezzanine Equity
9.00% Convertible preferred stock ($0.001 par value; Series B Preferred Stock, 1,000,000 shares authorized, 3,500 shares issued and outstanding as of December 31, 2025)			2,635,000				–				2,635,000
Total mezzanine equity			2,635,000				–				2,635,000
Equity
Common stock ($0.001 par value; authorized 200,000,000 shares; 481,121 shares and 468,251 shares issued and outstanding as of December 31, 2025 and 2024, respectively, as adjusted for the 1-for-30 reverse stock split effected on July 6, 2026)			14,433				(13,952	)			481
Preferred stock ($0.001 par value; authorized 10,000,000 shares; Series A Preferred Stock, 2,000,000 shares authorized, 80,000 shares issued and outstanding as of December 31, 2025 and 2024)			80				–				80
Additional paid-in capital			25,451,085				13,952				25,465,037
Statutory and other reserves			191,219				–				191,219
Accumulated losses			(26,188,471	)			–				(26,188,471	)
Accumulated other comprehensive income			90,919				–				90,919
Total Nocera, Inc.’s stockholders’ equity			(440,735	)			–				(440,735	)
Non-controlling interests			–								–
Total equity			(440,735	)			–				(440,735	)
Total liabilities, mezzanine equity, and equity		$	10,111,219			$	–			$	10,111,219

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


		For the years ended December 31, 2025
		As Reported				Restatement				As Restated
		(Audited)				Adjustments				(Audited)

Net sales		$	13,627,944			$	(2,597,349	)		$	11,030,595
Cost of sales			(13,455,267	)			2,585,917				(10,869,350	)
Gross profit			172,677				(11,432	)			161,245

Operating expenses
Impairment of goodwill			–				–				–
General and administrative expenses			(2,842,170	)			286,401				(2,555,769	)
Share based compensation			–				(59,854	)			(59,854	)
Total operating expenses			(2,842,170	)			226,547				(2,615,623	)

Other (expenses) income, net
Other income			41,424				155,261				196,685
Net loss before income taxes			(2,628,069	)			370,376				(2,257,693	)

Income tax expense			(251,972	)			–				(251,972	)
Net loss from continuing operations			(2,666,836	)			157,171				(2,509,665	)

Net loss from discontinued operations
Loss on disposal			(67,660	)			(87,603	)			(155,263	)
Loss from discontinued operations			(145,545	)			(69,568	)			(215,113	)
Net (loss) gain from discontinued operations			(213,205	)			(157,171	)			(370,376	)

Net loss			(2,880,041	)			–				(2,880,041	)
Less: Preferred dividend			(123,014	)			–				(123,014	)
Less: Net income attributable to non-controlling interests			43,023				–				43,023
Net loss attributable to Nocera Shareholders		$	(2,960,032	)		$	–			$	(2,960,032	)

Other Comprehensive loss
Net loss			(2,880,041	)			–				(2,880,041	)
Foreign currency translation income (loss)			(66,901	)			136,391				69,490
Total comprehensive loss			(2,946,942	)			136,391				(2,810,551	)

Less: Net loss attributable to non-controlling interest			43,023				–				43,023
Less: Foreign currency translation loss attributable to non-controlling interest			(2,589	)			–				(2,589	)
Comprehensive loss attributable to Nocera Shareholders		$	(2,906,508	)		$	136,931			$	(2,770,117	)

Loss per share – basic and diluted		$	(0.2069	)		$	(5.9455	)		$	(6.1524	)
Net loss per share from continuing operations – basic and diluted		$	(0.1920	)		$	(5.1906	)		$	(5.3826	)
Net (loss) income per share from discontinued operations – basic and diluted		$	(0.0149	)		$	(0.7549	)		$	(0.7698	)

Weighted Average Shares Outstanding - Basic and Diluted*			14,433,630				(13,952,509	)			481,121

See notes to the condensed consolidated financial statements which are an integral part of these unaudited condensed financial statements.

*	Weighted average shares outstanding and net loss per share for all periods presented have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(RESTATED)

(Stated in US Dollars except for Number of Shares)


		For the years ended December 31, 2025
		As Reported				Restatement				As Restated
		(Audited)				Adjustments				(Audited)

Cash flows from operating activities:
Net loss		$	(2,880,041	)		$	–			$	(2,880,041	)
Adjustments to reconcile net loss to net cash provided by operating activities:											–
Impairment of goodwill			–				–				–
Net gain on financial liabilities at FVTPL			(144,290	)							(144,290	)
Depreciation expenses			210,524				–				210,524
Amortization			16,304				–				16,304
Gain on disposal of SY Media			(87,603	)			–				(87,603	)
Loss on disposal of Meixin			155,263				–				155,263
Share of (profit)/loss of associates			(24,152	)			–				(24,152	)
Gain on fair value change of financial assets held for trading			(3	)			–				(3	)
Share-based compensation			59,854				–				59,854
Other Adjustment Items			115,813				–				115,813
Other			782				(782	)			–
Changes in operating assets and liabilities:
Accounts receivable, net			23,042				–				23,042
Inventories			–				–				–
Advance to suppliers			6,672				–				6,672
Prepaid expenses and other assets, net			125,660				–				125,660
Other non-current assets			2,669				–				2,669
Dividend payables			–				123,014				123,014
Advanced from customers			(74,077	)			–				(74,077	)
Other payables and accrued liabilities			(242,028	)			(119,431	)			(361,459	)
Income tax payable			201,180				–				201,180
Subtract non-cash gain on warrant liabilities			(50,179	)			–				(50,179	)
Advance receipts			270				–				270
Net cash (used in) provided by operating activities from operations			(2,585,122	)			3,583				(2,581,539	)
Cash flows from investing activities							–				–
Purchase of property and equipment			–			$	–			$	–
Purchase of financial assets at FVTPL			–				–				–
Proceeds from disposal of financial assets at FVTPL			213				–				213
Proceeds from Disposal of subsidiary			781,672				–				781,672
Acquisition of associate			(900,000	)			–				(900,000	)
Payment for acquisition of right-of-use assets			–				–				–
Net cash (used in) provided by investing activities			(118,115	)			–				(118,115	)
Cash flows from financing activities:
Proceeds from issuance of common stock			251,700				–				251,700
Proceeds from issuance of preferred stock			2,635,000				–				2,635,000
Proceeds from issuance of convertible notes			7,280,000				–				7,280,000
Payment of lease liabilities			(6,796	)			363				(6,433	)
Proceeds from secured other borrowings			(516	)			–				(516	)
Net cash provided by financing activities			10,159,388				363				10,159,751
Effect of exchange rate changes on cash and cash equivalents from operations			(11,868	)			19,790				7,922
Net increase/(decrease) in cash and cash equivalents		$	7,468,019			$	–			$	7,468,019
Cash and cash equivalents at beginning of year		$	484,161			$	–			$	484,161
Cash and cash equivalents at end of year		$	7,952,180			$	–			$	7,952,180