| BUSINESS OVERVIEW |
NOTE
1 － BUSINESS OVERVIEW
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 upholstered furniture, such as, sofas, armchairs,
recliners, and related accessories, with its unique design and craftsmanship, throughout a network of retail stores in Europe, North
America, and Asia.
On
May 19, 2025, the Company completed the acquisition of HTL Marketing Pte. Ltd. The Company and HTL Marketing Pte. Ltd. were under common
control prior to the acquisition and, accordingly, the transaction was accounted for as a transfer of businesses under common control
in accordance with ASC 805-50. Accordingly, the accompanying unaudited condensed consolidated financial statements have been retrospectively
adjusted for the comparative period ended June 30, 2025, and presented as if the transaction had occurred at the beginning of the earliest
period presented.
Description
of subsidiaries incorporated and controlled by the Company, as of June 30, 2026:
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES INCORPORATED AND CONTROLLED BY THE COMPANY
| Name |
|
Background |
|
Ownership |
|
| |
|
|
|
|
|
|
| HomesToLife
International Pte. Ltd. (“HIPL”) |
|
● |
Singaporean
company |
|
100%
owned by HTLM |
|
|
|
● |
Incorporated
on February 22, 2024 |
|
|
|
| |
|
● |
Issued
and outstanding 20,001 ordinary shares for SGD1 and USD20,000 |
|
|
|
| |
|
● |
Investment
holding |
|
|
|
| |
|
|
|
|
|
|
| HomesToLife
Pte. Ltd. (“HTL SG”) |
|
● |
Singaporean
company |
|
100%
owned by HIPL |
|
| |
|
● |
Incorporated
on September 28, 1989 |
|
|
|
| |
|
● |
Issued
and outstanding 38,800,000 ordinary shares for SGD38,800,000 |
|
|
|
| |
|
● |
Sale
and distribution of furniture |
|
|
|
| |
|
|
|
|
|
|
| HTL
Far East Pte. Ltd. (“HTL FE”) |
|
● |
Singaporean
company |
|
100%
owned by HIPL |
|
| |
|
● |
Incorporated
on October 28, 2024 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for USD10,000 |
|
|
|
| |
|
● |
Wholesale
of furniture |
|
|
|
| |
|
|
|
|
|
|
| HTL
Marketing Pte. Ltd. (“HTL Marketing”) |
|
● |
Singaporean
company |
|
100%
owned by HTLM |
|
| |
|
● |
Incorporated
on December 23, 2020 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for USD10,000 |
|
|
|
| |
|
● |
Wholesale
of furniture |
|
|
|
| |
|
|
|
|
|
|
| New
Century Furniture Pte. Ltd. (“NCFTP”) |
|
● |
Singaporean
company |
|
100%
owned by HTL Marketing |
|
|
|
● |
Incorporated
on October 05, 2020 |
|
|
|
| |
|
● |
Issued
and outstanding 1,310,000 ordinary shares for USD1,310,000 |
|
|
|
| |
|
● |
Investment
holding |
|
|
|
| |
|
|
|
|
|
|
| HTL
France SAS (“HTLF”) |
|
● |
French
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on October 30, 2014 |
|
|
|
| |
|
● |
Issued
and outstanding 298,960 ordinary shares for EUR298,960 |
|
|
|
| |
|
● |
Overseas
sale office |
|
|
|
| |
|
|
|
|
|
|
| HTL
ANZ PTY LTD (“HTLA”) |
|
● |
Australian
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on September 20, 2023 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for AUD 10,000 |
|
|
|
| |
|
● |
Overseas
sale office |
|
|
|
| |
|
|
|
|
|
|
| HTL
Korea Co., Ltd. (“HTLK”) |
|
● |
Korean
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on September 07, 2010 |
|
|
|
| |
|
● |
Issued
and outstanding 291,080 ordinary shares for KRW1,455,400,000 |
|
|
|
| |
|
● |
Sale
and distribution of furniture |
|
|
|
| |
|
|
|
|
|
|
| Hwa
Tat Lee Japan Co., Ltd. (“HTLJ”) |
|
● |
Japanese
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on April 03, 1996 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for JPY90,000,000 |
|
|
|
| |
|
● |
Wholesale
of furniture |
|
|
|
| |
|
|
|
|
|
|
| Terasoh
Co., Ltd. (“TCL”) |
|
● |
Japanese
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on July 19, 1973 |
|
|
|
| |
|
● |
Issued
and outstanding 160,000 ordinary shares for JPY67,000,000 |
|
|
|
| |
|
● |
Leasing,
previously sales and manufacturing of furniture |
|
|
|
| |
|
|
|
|
|
|
| HTL
Taiwan Holding Pte. Ltd. (“HTLTW”) |
|
● |
Singaporean
company |
|
100%
owned by NCFTP |
|
|
|
● |
Incorporated
on April 02, 2024 |
|
|
|
| |
|
● |
Issued
and outstanding 1 ordinary share for SGD1 |
|
|
|
| |
|
● |
Investment
holding |
|
|
|
| |
|
|
|
|
|
|
| HTL
(UK) Limited (“HTLUK”) |
|
● |
British
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on October 05, 2000 |
|
|
|
| |
|
● |
Issued
and outstanding 3,050,000 ordinary shares for GBP3,050,000 |
|
|
|
| |
|
● |
Overseas
sale office |
|
|
|
The
Company and its subsidiaries are hereinafter referred to as (the “Company”).
|