Exhibit 99.1

TABLE OF CONTENTS

INDUSTRY AND MARKET DATA

Certain market data, industry forecasts and data relating to our business used throughout this Introductory Document have been obtained from internal surveys, market research, publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information is not guaranteed. Similarly, while we believe these industry forecasts and market research to be reliable, we have not independently verified such information and do not make any representation as to its accuracy.

We derived certain facts and statistics in this Introductory Document relating to the furniture industry globally from various publicly available industry, government and research publications. This Introductory Document includes industry data and forecasts that we obtained from such industry publications and surveys, reports of governmental agencies and internal company surveys. Our Company, Directors and the Joint Issue Managers have taken reasonable action to ensure that the facts and statistical data used in this Introductory Document have been extracted from these sources in their proper form and context. However, our Company, Directors and the Joint Issue Managers (except where reasonable and appropriate to do so) have not verified the accuracy of the information extracted nor have our Company, Directors and the Joint Issue Managers obtained the specific consent of these sources for the inclusion of such information in this Introductory Document unless otherwise specified. Our Directors are also not aware of any disclaimers made by these sources in relation to reliance on such information. Investors should note that market data and statistics are inherently predictive and subject to uncertainty and are not necessarily reflective of actual market conditions.

ATTENDANCE AND VOTING AT GENERAL MEETINGS

GENERAL MEETINGS OF THE SHAREHOLDERS

A shareholder of a company primarily listed on the SGX-ST would normally be entitled to attend and vote at a general meeting of shareholders if the shareholder’s name appears on the Depository Register maintained by CDP 72 hours before the general meeting. However, this entitlement will not apply to our Shareholders as we are a company incorporated in the Cayman Islands and governed by Cayman Islands law, and our primary listing is on the Nasdaq. In connection with our Company’s listing on the Main Board of the SGX-ST, CDP has appointed the Depository Trust Company (“DTC”) in the United States to hold Shares which are listed and traded on the SGX-ST for CDP Depositors.

VOTING INSTRUCTIONS

Investors who trade Shares listed on the SGX-ST would hold their Shares through the CDP system. Investors holding Shares through the CDP system may only exercise the voting rights for the deposited Shares through the CDP system and in accordance with the terms and conditions for the operation of Securities Accounts with CDP, and the terms and conditions for CDP to act as depository for foreign securities as amended from time to time. Under the Cayman Islands Companies Act, a person who has agreed to become a member of a Cayman Islands company and whose name is entered on the register of members of such company is considered a member of the company. Under Cayman Islands law, the register of members is prima facie evidence of any matters by the Cayman Islands Companies Act directed or authorised to be inserted therein. Accordingly, a CDP Depositor holding Shares through CDP would not be recognised as our Shareholder under the laws of the Cayman Islands and does not have the right to attend and vote at the general meetings of our Company. CDP Depositors will be able to vote at the shareholders’ meetings by (i) attending the meetings and casting votes in person as a proxy appointed by Cede & Co., or (ii) returning the Voting Instruction Form and/or the Depositor Proxy Form by the relevant deadline to the Singapore Transfer Agent.

In accordance with the CDP Terms, we have agreed that, where applicable and/or required, we will coordinate with the Singapore Transfer Agent to mail to the CDP Depositors any notice of shareholders’ meetings, together with a voting instruction form (“Voting Instruction Form”) and/or a depositor proxy form (“Depositor Proxy Form”). The Voting Instruction Form and/or the Depositor Proxy Form would in turn be consolidated by the Singapore Transfer Agent, for onward distribution to the Company via DTC or the Company’s proxy solicitor. Our Company, through our Singapore Share Registrar and Share Transfer Agent, will send notices of Shareholders’ meetings to CDP Depositors by post. At any general meeting, CDP, as a clearing house, may appoint more than one proxy in accordance with Article 12.2 of our Memorandum and Articles of Association. Pursuant to Articles 12.2 and 12.9 of our Memorandum and Articles of Association, provided that CDP or its nominee is a member of our Company, it may appoint two or more proxies or authorise such persons as it thinks fit to act as its representatives at any general meeting of our Company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised.

Any queries by CDP Depositors related to voting arrangements or related matters should be directed to the Singapore Transfer Agent or our Company.

DEFINED TERMS AND ABBREVIATIONS

This glossary contains a list of abbreviations of our subsidiaries, explanations and definitions of certain terms used in this Introductory Document in connection with our business. The terms and their assigned meaning may not correspond to standard industry or common meaning or usage of these terms.

Companies within our Group

Companies within the GHC Group

Other Companies, Corporations or Organisations

For the purposes of this Introductory Document, the following persons named in the second column below are also known by the names set out in the first column:

In this Introductory Document, unless the context otherwise requires, references to “we”, “our Company” or “the Company” refer to HomesToLife Ltd; references to “Group”, “us”, “our”, “ourselves” and “our Group” refer to our Company and our subsidiaries taken as a whole. References to our management and Directors are to the management and Directors of our Company; references to our “Memorandum and Articles of Association” are to the Memorandum and Articles of Association of our Company; and references to “our share capital” are to the share capital of our Company.

The terms “associate”, “associated company”, “related corporation” and “subsidiary” shall have the same meanings ascribed to them respectively in the SFA, Fourth Schedule of the SFR, the Singapore Companies Act and/or the Listing Manual, as the case may be.

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 81SF of the SFA.

Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations.

Our reporting currency is U.S. dollars. Unless otherwise indicated, US$ amounts in this Introductory Document have been translated into Singapore Dollars, based on the exchange rate of S$1.00: US$0.781 quoted by Bloomberg L.P. as at the Latest Practicable Date.

Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities and Futures Act, to the inclusion of the exchange rate quoted above and in the section entitled “Exchange Rates and Exchange Controls” of this Introductory Document and is thereby not liable for such information. While we and the Joint Issue Managers have taken reasonable actions to ensure that the above exchange rates have been reproduced in their proper form and context, neither we, the Joint Issue Managers nor any other party has conducted an independent review of the information or verified the accuracy of the contents of the relevant information. However, these translations should not be construed as representations that US$ amounts have been, would have been or could be converted into Singapore Dollars or that Singapore Dollar amounts have been, would have been or could be converted into US$ at those rates or any other rate or at all. See the section entitled “Exchange Rates and Exchange Controls” of this Introductory Document for certain historical information on the exchange rate between US$ and Singapore Dollars.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding, and figures herein have been rounded to the nearest one decimal place, or where applicable, figures are rounded to the nearest whole number.

The information on our websites or any website directly or indirectly linked to such websites, is not incorporated by reference into this Introductory Document and should not be relied on.

Certain Chinese names and characters, such as those of entities in the PRC, properties, cities and governmental and regulatory authorities, laws, regulations and notices have been translated into English names. Such translations are provided solely for convenience, may not have been registered with the relevant authorities and should not be construed as representations that the English names actually represent the Chinese names and characters or that the Chinese names actually represent the English names and characters.

Any reference in this Introductory Document to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted.

Any reference to a time of day in this Introductory Document refers to Singapore time unless otherwise stated.

Any discrepancies in the tables, graphs and charts between the listed amounts and the totals thereof are due to rounding.

OUR LISTING ON THE SGX-ST

Upon admission to the Official List of the SGX-ST, we will be listed on both the SGX-ST and the Nasdaq, with the Nasdaq being the primary exchange on which our Shares are traded and the SGX-ST being the secondary exchange. As the Nasdaq is the primary exchange on which our Shares are traded, we are subject to and are required to comply with the relevant regulations and notifications issued by the Nasdaq.

An eligibility-to-list letter has been obtained from the SGX-ST for the listing and quotation of all our Introduction Shares on the SGX-ST, subject to the following conditions:

OBLIGATIONS UNDER THE LISTING MANUAL

As a foreign issuer with a secondary listing on the SGX-ST, pursuant to Rule 217 of the Listing Manual, upon the listing of our Shares on the SGX-ST, we will not be required to comply with the Listing Manual (except for such rules as may be applied by the SGX-ST from time to time), provided that we undertake to:

The SGX-ST has no further comments on the Joint Issue Managers’ views that Rules 229(3) and (4) do not apply to our Company in respect of the Listing. Rules 229(3) and 229(4) of the Listing Manual impose a moratorium on investors each with (i) 5% or more of the issuer’s post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, a proportion of their shareholdings will be subject to moratorium for 6 months after listing computed based on the prescribed cash formula and (ii) less than 5% of the issuer’s post-invitation share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, to restrict the transfer or disposal of a proportion of their interests in the securities of the issuer for six months after listing. The concurrence was sought on the basis that as our Company is currently listed on Nasdaq, it will not be practicable to impose a moratorium on our Company’s shares acquired and paid for by investors less than 12 months prior to the date of the listing application. In addition, our Company has been listed on Nasdaq since 1 October 2024, and price discovery has already taken place on its home exchange. Given this, it is respectfully submitted that imposing a Singapore-specific moratorium requirement would not be meaningful and would add little protection to investors.

In complying with Listing Rules 878 and 880 in respect of the Applicable Securities (as defined below), the SGX-ST will require our Company’s quarterly SEC filings to be announced on SGXNet pursuant to Rule 217(2) of the Listing Manual, and that our Company discloses the additional issuances of Applicable Securities (as defined below) as at the date of such quarterly filings pursuant to the listing of ordinary shares arising from the exercise of stock options or the vesting of restricted stock granted or to be granted from time to time pursuant to the ordinary shares issuable under the HomesToLife Ltd 2024 Incentive Securities Plan adopted on 17 September 2024, which contemplates the issuance of up to 2,900,000 shares (the “Applicable Securities”). For all other issuances that fall outside the Applicable Securities, our Company will comply with Rules 878, 879 and 880 of the Listing Manual (where applicable).

SFA AND THE FIFTH SCHEDULE TO THE SFR

The Joint Issue Managers had sought certain clarifications from the SGX-ST on the Fifth Schedule to the SFR (the “Fifth Schedule”). The SGX-ST has no comments on our Company’s compliance with Rule 607 of the Listing Manual, subject to the Joint Issue Managers and our Company furnishing written confirmations that the disclosures in this Introductory Document that would be consistent with and aligned to the latest available SEC Filings (including Form F-1, Form 20-F, Form 10-Q, proxy statements to shareholders and current reports on Form 6-K and Form F-3) made by our Company in accordance with the US Listing Rules and Requirements and customary market practices; and (2) disclosure in this Introductory Document of the reason(s) why our Company is unable to comply with the following SFR disclosure requirements set out below:

(Paragraphs 9, 12, 14 and 18 of Part 7 shall be collectively referred to as the “Remuneration Disclosure Requirement”)

The above concurrences were sought for reasons that include the following:

RISK FACTORS

An investment in our Shares involves risk. Prospective investors should consider, among other things, the risk factors set out herein, in addition to other information contained elsewhere in this Introductory Document, before making an investment decision. The risks described below are not the only ones we face. There may be additional risks not described below or not presently known to us or that we currently believe to be immaterial that turn out to be material. Our business, financial position, operating results, prospects and ability to make dividend payments could be materially and adversely affected by any of these risks, should they occur or turn out to be material. Prospective investors should be aware that the price of our Shares may fluctuate, and investors should also note that the price of our Shares could decline and investors may not recoup all or any portion of their original investment.

Unless quantified in the relevant risk factors set out herein, we are not in a position to quantify the financial or other implications of any of the risks described in this section. Potential investors should pay particular attention to the fact that we are subject to the legal, regulatory and business environments of the Cayman Islands, the United States and the other countries and regions in which we operate, which in some material respects may be different from that which prevails in Singapore and other countries.

This Introductory Document also contains forward-looking statements, which involve risks and uncertainties. The actual results of our operations may differ materially from those anticipated by these forward-looking statements due to a variety of factors including, but not limited to, the risk factors described below and elsewhere in this Introductory Document.

RISKS RELATING TO OUR INDUSTRY AND BUSINESS

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making a decision to invest in our Shares. These risks include, but are not limited to, the following:

We rely materially on related party suppliers within the GHC Group, and any disruption or conflict in these relationships may materially and adversely affect our business. Such arrangements materially and adversely expose us to unique risks. Any disruption to our relationship with these suppliers or to their operations, or our inability to identify alternative furniture suppliers, may materially and adversely affect our business operations and financial results

Our Group’s purchases from related party suppliers within the GHC Group constitute a substantial majority of our Group’s total purchases. For FY2025, these related party suppliers collectively accounted for approximately 94.3% of our Group’s total purchases. These suppliers are outside our Group but are ultimately owned or controlled by our Controlling Shareholders. Please refer to the section entitled “Interested Person Transactions and Potential Conflicts of Interest” of this Introductory Document for more information. Our Group’s major suppliers do not provide similar products or services to other competitors of our Group (except to the GHC Group itself), and our Group’s interests are safeguarded pursuant to the provisions contained in the Contract Manufacturing Agreements which prohibit the related party suppliers from providing manufacturing services to competitors without our Group’s prior written consent.

Our business relies heavily on a stable and adequate supply of furniture from these suppliers. If our business relationships with these suppliers are interrupted or terminated, this may lead to a material interruption of our operations or delays in fulfilling our customer orders until we find suitable alternative supplier(s). In addition, events that adversely affect our suppliers or their operations could impair our ability to obtain the furniture supply that we require. Such events include financial difficulties, labour disputes or shortages, increased costs or shortages of raw materials, production capacity constraints, quality control issues, regulatory non-compliance, loss of licences or certifications, reputational issues, as well as natural disasters, pandemics, or other catastrophic occurrences. Any such event could impair their ability to supply to us products of the required quantity or quality or deliver them within the required timeline.

Although we have entered into long term Contract Manufacturing Agreements with these suppliers, there is no assurance that the agreements will remain in force or be renewed on commercially favourable terms upon their expiration. The Contract Manufacturing Agreements contain provisions which allow our Group to terminate the agreements upon the occurrence of specified events (for instance upon a change of control of the supplier). In the event of any early termination or non-renewal of our agreements with these suppliers, or in the event of any disruption, delay or inability on the part of our suppliers to manufacture sufficient and quality products to us within the required time frame, we may not be able to identify alternative suppliers on commercially acceptable terms, within a reasonable period of time, or at all. Any failure or extended delays in securing an alternative source could result in late shipments of our products to our customers, which could materially and adversely affect our customer relationships, our brand image, business, financial condition, results of operations and prospects.

Further, our Group believes that the following measures and factors help mitigate the risk of disruption to our business operations in the event that the GHC Group were to transfer, dispose or cease to own its manufacturing assets or operating subsidiaries from which our Group purchases upholstered furniture or case goods:

While our Group has put in place the above measures to mitigate the risk of disruption to our business operations, there is no assurance that the risk of any disruption, delay or inability on our part to secure goods from alternative sources in the event that the GHC Group were to transfer, dispose or cease to own its manufacturing assets or operating subsidiaries, will be eliminated entirely. Any failure or extended delays in securing an alternative source could result in late shipments of our products to our customers, which could materially and adversely affect our customer relationships, our brand image, business, financial condition, results of operations and prospects.

If we experience significant increased demand for our products, there can be no assurance that additional supplies of furniture will be available for us when required on acceptable terms, or at all, or our suppliers would allocate sufficient capacity to us in order to meet our requirements, fulfil our orders in a timely manner or meet our strict quality standards. Even if our existing suppliers are able to meet our needs or if we are able to find new manufacturers, we may encounter delays in production, inconsistencies in quality and additional costs. We are not likely to be able to pass the increased costs to the customer immediately, if at all, which may decrease or eliminate our profitability in any period. Any delays or interruption in or increased costs of purchases could reduce our revenue and margins and have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, our Group is dependent on related parties within the GHC Group for the provision of financial management services, namely the processing of accounting entries, payment records and transactional data arising from our Group’s day-to-day operations. Any disruption, termination or deterioration in the quality of such financial management services, or any failure by the relevant related parties to perform these services in a timely and effective manner, could adversely affect our Group’s financial reporting, treasury operations, cash management and overall financial controls. In the event that such arrangements are terminated or not renewed on commercially acceptable terms, there can be no assurance that we will be able to develop adequate in-house capabilities or engage suitable third-party service providers within a reasonable period of time or on comparable terms, which could materially and adversely affect our business, financial condition, results of operations and prospects.

In view of the above, our Group has implemented measures to mitigate the risks of our Group’s reliance on related party suppliers, including: (a) the long-term contractual supply commitments by our related party suppliers, which provide our Group with a stable source of products for the duration of the Contract Manufacturing Agreements, thereby reducing the risk of supply disruption; (b) the exclusivity and non-compete provisions in the Contract Manufacturing Agreements; (c) the common ownership alignment of interests and our Group’s oversight of the operations of the related party manufacturing facilities; and (d) our Group’s ability to source from third-party manufacturers, if considered by our Company to be commercially necessary.

Our Group is substantially dependent on our export business, and any adverse development affecting our export customers, destination markets, cross-border logistics or international trade conditions may materially and adversely affect our business

Our export business accounted for approximately 95.4%, 93.1%, 92.5% and 93.9% of our revenue in FY2023, FY2024, FY2025 and 1H2026 respectively. Accordingly, our revenue and profitability are substantially dependent on the continued performance of our export business and the demand for our products in overseas markets.

Our export business is subject to various factors beyond our control, including the purchasing decisions and inventory requirements of our wholesale customers and distributors, order lead times, credit terms, changes in consumer demand and economic conditions in our destination markets, competition, foreign exchange fluctuations, availability and cost of freight, shipping delays, port congestion, customs clearance, tariffs, trade duties, sanctions, import and export restrictions, changes in trade policies, geopolitical developments and other disruptions to cross-border logistics and international trade.

If we are unable to respond effectively to such developments, diversify our revenue base, manage our logistics arrangements or pass on increased costs to our customers, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our Group’s export customers are concentrated in Europe, and we are reliant on a few key wholesale customers

Our export business is geographically concentrated in Europe, with Europe accounting for approximately 62.4%, 63.0%, 64.5%, and 66.4% of our total export business revenue in FY2023, FY2024, FY2025 and 1H2026 respectively. Any adverse economic, regulatory or political developments in this region (including but not limited to prolonged economic downturn, reduction in consumer spending or demand, changes in import duties, tariffs, consumer protection regulations, trade restrictions or shifts in wholesale or retail consumer spending patterns) may disproportionately affect our revenue and profitability.

The concentration of our export business among a limited number of major wholesale customers, including DFS Trading Limited (which accounted for approximately 23.8%, 24.7%, 24.5% and 23.1% of our total revenue in FY2023, FY2024, FY2025 and 1H2026 respectively) and Customer A, being a furniture retailer based in the United Kingdom (which accounted for approximately 12.2%, 9.7%, 8.1% and 8.2% of our total revenue in FY2023, FY2024, FY2025 and 1H2026 respectively), further amplifies the risk that any loss of, or reduction in orders from, a single key customer could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our leather trading business depends substantially on our related party tannery and global suppliers of raw leather hides

Our leather trading business involves the procurement of raw leather hides from global suppliers in Australia, Brazil, and the United States. Our leather trading revenue accounted for approximately 3.0%, 5.5%, 5.1% and 3.4% of our total revenue in FY2023, FY2024, FY2025 and 1H2026 respectively.

A substantial proportion of our revenue from our leather trading business comprises sales to a related party tannery within the GHC Group, Trends Leather (Yangzhou) Co., Ltd. Sale of leather to the GHC Group accounted for approximately 100.0%, 90.5%, 98.6% and 100.0% of our leather trading revenue in FY2023, FY2024, FY2025 and 1H2026 respectively. Any adverse development affecting the operations or demand of Trends Leather (Yangzhou) Co., Ltd., or any disruption in the supply of raw hides from our sourcing markets (including regulatory restrictions on the export of raw hides, animal disease outbreaks, or environmental regulations in supplier countries), or any deterioration in the commercial terms of our leather trading arrangements, could have a material adverse effect on our leather trading revenue, our overall business, financial condition, results of operations and prospects.

The supply and cost of our products are influenced by a number of factors, some of which are beyond our control

We do not manufacture our products. As a result, we are dependent on the ability of our suppliers to manufacture, procure and deliver products that meet our quality standards, technical specifications and delivery schedules, and we have limited control over their production processes, procurement decisions, labour arrangements, capacity allocation and compliance practices. The price, quality and supply of our products may therefore be affected by a number of factors outside our control, including fluctuations in the cost and availability of raw materials, components, packaging materials and labour, changes in energy, transportation, warehousing and logistics costs; production disruptions or capacity constraints at our suppliers’ facilities, the imposition of import or export tariffs, duties, quotas, sanctions, trade restrictions, sales taxes or other governmental measures; changes in customs procedures or inspection requirements, adverse changes in foreign exchange rates; and delays or disruptions in international shipping, ports, freight forwarding, customs clearance or inland transportation. While we seek to price our goods to take into account any increase in costs, in the event we are unable to pass on increased costs to our customers, our business, financial condition, results of operations and prospects may be materially and adversely affected.

In addition, our suppliers’ operations may be affected by events such as adverse weather conditions, natural disasters, epidemics or pandemics, fire, power shortages, labour disputes, industrial accidents, political or social instability, changes in local laws and regulations, heightened regulatory scrutiny, or other events that may interrupt production or delivery. We may also face risks arising from quality-control failures, defective products, non-compliance with our specifications or applicable regulatory requirements, or the inability of suppliers to maintain consistent production standards. If any of our suppliers were to suspend or reduce production, increase prices, fail to deliver products on time, deliver products that do not meet our quality requirements, or otherwise fail to perform their obligations, we may not be able to obtain alternative sources of supply on commercially reasonable terms, or at all, in a timely manner.

Any increase in procurement, raw material, labour, tariff, tax, logistics or other costs may increase the cost of our products. We may not be able to pass such increased costs on to our customers in full or in a timely manner, which could reduce our gross profit margin and profitability. Conversely, if we increase our selling prices in response to higher costs, demand for our products may decline and our competitiveness may be adversely affected. Any shortage, delay, disruption or quality issue in our supply chain could also result in order cancellations, loss of customers, damage to our reputation, increased warranty or replacement costs, inventory shortages, or reduced sales. Accordingly, any of these factors could materially and adversely affect our business, results of operations, financial condition and prospects. There have not been any past occurrences of such events which had a material adverse impact on our Group’s financials and/or business operations.

We may be subject to supply chain disruptions, which could have a material adverse effect on our business, financial condition and results of operations

In recent years, heightened trade and political tensions have created uncertainty in global markets. The imposition of tariffs, restrictions on cross-border investments, export controls, and other protectionist measures have affected international trade flows and contributed to market volatility. These developments may continue or worsen, potentially impacting diplomatic and economic relations among major economies, which in turn may dampen global growth and disrupt supply chains.

As a significant proportion of our suppliers are based in the PRC, any changes in PRC laws, regulations or industrial policies, including those affecting export controls, customs and inspections, environmental or labour standards, or other regulatory measures, could disrupt our suppliers’ operations and adversely affect lead times and delivery reliability. Regional security tensions, including potential disruptions to maritime traffic through the Taiwan Strait and adjacent sea lanes, could delay shipments, necessitate rerouting, increase freight and insurance costs, or otherwise impair the timely movement of goods. Any of these PRC-specific geopolitical or geographic developments could materially disrupt our supply chain, increase our costs, reduce product availability and adversely affect our business, financial condition, results of operations and prospects.

While all our major suppliers are currently fully operational, any disruption in their operations would impact our ability to procure and deliver our products to customers. Any future disruptions to ports and other shipping infrastructure resulting in increased transport times to deliver our products to customers, may limit our ability to fulfil orders and we may be unable to satisfy all of the demand for our products in a timely manner, which may adversely affect our relationships with our customers, our business, financial performance and financial condition.

Our historical performance may not be indicative of our future growth or financial results, and we may not be able to sustain our historical growth rates. If we fail to manage our growth effectively, our business, financial condition and operating results could be harmed

Our historical growth rates may not be sustainable or indicative of our future growth. Our business is categorised into three core divisions, namely, an export division, a leather trading division and a consumer retail division with direct operations in Singapore and South Korea. Our historical performance may not be indicative of our future growth or financial results. There is no assurance that we will be able to grow our revenue in future periods. Our growth rates may decline for any number of possible reasons, and some of them are beyond our control, including decreasing customer numbers, decreasing customer demand, increasing competition, declining growth of the furniture industry in general, shortage of raw materials, price increase of raw materials, or changes in government policies or general economic conditions.

To manage our growth effectively, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and information systems and expand, train and manage our employees. We plan to expand our sales network and product and services offerings so as to increase our customer base and sales volume. Please refer to the section entitled “Business – Our Business Strategies and Future Plans” of this Introductory Document for more information. However, there can be no assurance that we will be able to effectively execute this strategy or that such strategy will be successful, and our sales may not grow as anticipated.

Failure to manage our growth and organisational change effectively could lead to over-investment or under-investment in technology and operations, result in weaknesses in our infrastructure, systems or controls, give rise to operational mistakes, losses or loss of productivity or business opportunities, reduce customer satisfaction, limit our ability to respond to competitive pressures, and result in loss of employees and reduced productivity of remaining employees. If we are unable to manage the growth of our organisation effectively, our business, financial condition and operating results may be materially and adversely affected. If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our securities could decline, which would lead to a material adverse effect on our business, financial condition, results of operations and prospects.

Any inability by us to consummate and effectively integrate acquisitions into our business operations may adversely affect our results of operations

While our Company has not identified any acquisitions that we would be undertaking in the near future, we may in the future invest time and resources into carefully assessing opportunities for acquisitions and/or strategic investments to support, strengthen and grow our business.

Despite diligence and integration planning, acquisitions still present certain risks, including the time and economic costs of integrating an acquisition’s IT system, as well as control and financial systems, unforeseen liabilities, and difficulties in bringing together different work cultures and personnel. There can be no assurance that we will be able to identify suitable acquisition targets or acquire potential acquisition targets on commercially reasonable terms, or integrate acquired businesses successfully in the future. Future acquisitions may require us to incur additional debt and contingent liabilities, which may adversely affect our results of operations and combined financial condition. The process of integrating acquired businesses into our existing operations may result in operating, contractual and supply chain difficulties, such as the failure to retain customers or management personnel. Such difficulties may divert significant financial, operational and managerial resources from our existing operations, and make it more difficult to achieve our operating and strategic objectives.

Any failure to successfully integrate the entities or business which we acquire, or to realise the expected benefits of the acquisition on a timely basis or at all, could adversely affect our business, results of operations, financial position and prospects.

We may have difficulties implementing our growth strategies

Our growth strategies are focused on strengthening our position as a leading global platform for the design, sourcing, distribution and retail of premium upholstered furniture, while delivering sustainable growth across our export, leather trading and retail divisions. Please refer to the section entitled “Business – Our Business Strategies and Future Plans” of this Introductory Document for more information.

We may pursue organic growth and expansion into new jurisdictions and may undertake certain expansion initiatives through acquisitions, joint ventures and/or strategic alliances. The successful implementation of our growth strategy will depend on a number of factors, including:

In addition, there is no assurance that these expansion initiatives undertaken will result in increased sales being commensurate with the investment costs. We may also not be able to generate the planned returns on our new investments. If we are unable to do so or cannot manage our costs, our business, results of operations and financial condition may be adversely and materially affected as we will not be able to recover the costs of our investment.

As we seek to grow our business, we will need to continue to improve and enhance our existing procedures, systems and controls to deal with the greater scale and complexity of our operations. While reasonable steps may have been taken to establish and maintain adequate procedures, systems and controls, if there is continued growth in our business and the existing procedures, systems and controls are unable to cope with such growth, this could cause disruptions to business-as-usual activities, inability to fulfil our customers’ requirements on a timely basis, and/or bottlenecks or errors during operational processes. Any of these factors could have a material adverse effect on our business, results of operations, financial position and prospects.

Our failure to operate effectively in a highly competitive and evolving industry could have a material adverse effect on our business

Our business is rapidly evolving and intensely competitive, with numerous competitors including furniture stores, big box retailers, department stores, specialty retailers and online retailers and marketplaces in respect of our business in Singapore and South Korea under our consumer retail division, as well as other global and regional wholesalers of upholstered furniture in respect of our business under our export and leather trading divisions.

We expect competition generally to continue to increase. We believe that our ability to compete successfully depends upon many factors, including:

Some of our current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfilment infrastructures, greater technical capabilities, lower prices, significantly greater financial, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to derive greater net revenue and profits from their existing customer base, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer habits. There can be no assurance that we will continue to be competitive and retain our existing customers as well as attract new customers. If we are unable to retain existing customers and/or grow our customer base, we may be unable to generate revenue growth at desired rates, thereby adversely affecting our business, financial condition, results of operations and prospects.

Our business is subject to regulatory and licensing requirements, and we may be adversely affected if we are unable to comply with applicable laws, regulations and licence conditions, or to obtain, maintain or renew necessary licences, permits, registrations and approvals

Our Group’s operations require various licences, registrations, approvals and permits issued by governmental and regulatory authorities in the jurisdictions in which it operates. These are typically granted for a limited duration, subject to conditions stipulated therein or under the relevant laws and regulations, and require periodic renewal. Failure to obtain, renew or maintain any such licence, permit, registration or approval on a timely basis, or at all, or to comply with the conditions attaching thereto, could result in revocation, non-renewal, suspension of operations, penalties or restrictions on our Group’s ability to conduct business. The introduction of new laws, regulations, guidelines, rules or policies, or the imposition of stricter operational conditions requiring additional or revised licences, permits or approvals, may similarly cause operational disruption or increase our Group’s cost of compliance and operations.

Our Group operates across multiple jurisdictions and is subject to a wide range of local laws, regulations, guidelines, rules, policies, directives and administrative requirements, including those relating to corporate governance, regulatory filings, licensing, taxation, employment, data protection and environmental matters. There can be no assurance that our Group, its subsidiaries, or their respective directors, officers and employees have been, or will at all times be, in full compliance with all applicable laws and regulations. Any failure to comply, whether arising from inadvertent oversight, changes in regulatory requirements, differing interpretations of applicable rules or otherwise, could expose our Group to investigations, enforcement actions, fines, penalties or other sanctions imposed by the relevant authorities.

As at the Latest Practicable Date, our Group has obtained all licences necessary for carrying on its businesses in their current scope, and has not experienced any material failures to renew licences or approvals, nor been subject to fines or suspensions that have materially impacted its business. Notwithstanding the foregoing, there can be no assurance that our Group will not face regulatory challenges in the future, or that any such challenges would not have a material adverse effect on our business, results of operations, financial position and prospects.

Please refer to the section entitled “Regulations” of this Introductory Document for the key laws and regulations to which our Group is subject. In particular, during the Relevant Period, due to inadvertent omissions and administrative oversights, there were instances of procedural non-compliances by our Group, including, among others, missing corporate secretarial records and non-compliances with certain employment laws and regulations. While these non-compliances resulted in our Group being liable to fines, the amount of the fines is non-material and is unlikely to have a material adverse impact on our Group’s financials and/or business operations. These non-compliances were subsequently rectified by the relevant Group Company making the relevant regulatory filings and undertaking the relevant actions prescribed by the relevant regulators.

Our Group takes its compliance obligations seriously and, upon identification of any such matters described above, has taken, and will continue to take, appropriate steps to rectify such non-compliances and strengthen its internal compliance monitoring procedures to reduce the risk of similar occurrences in the future, including, without limitation, maintaining an internal corporate secretarial compliance calendar, which tracks all statutory filing deadlines for each Group entity across all jurisdictions in which our Group operates, and working closely with external corporate secretarial providers in the relevant jurisdictions to provide an additional layer of oversight and to assist with the timely preparation and submission of statutory filings. Notwithstanding such remedial measures, there can be no assurance that similar instances of non-compliance have not occurred, or will not occur in the future, in respect of our Company or any other member of our Group. Any such non-compliance could result in the imposition of fines, penalties or other regulatory sanctions which could have a material adverse effect on our Group’s business, results of operations, financial position and prospects.

We may incur losses in the future

We anticipate that our operating expenses will increase in the foreseeable future as we seek to maintain and continue to grow our business and attract potential customers. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future, thereby adversely affecting our business, financial condition, results of operations and prospects.

Seasonal trends in our business create variability in our financial and operating results and place increased strain on our operations

Historically, we have experienced surges in orders associated with promotional activities and seasonal trends. This activity may place additional demands on our resources and our logistics network and could cause or exacerbate slowdowns or interruptions. Any such service interruptions could prevent us from efficiently receiving or fulfilling orders, which may cause customer dissatisfaction and harm our reputation and brand. We generally record a higher volume of orders in January, April, August, September and October for our business. However, there is no certainty that this seasonality in our sales will repeat every year, and our historical financial performance may not be relied upon as an indicator of our future performance.

We may be subject to risks associated with debt financing, including rising interest rates

Due to our working capital requirements to support our day-to-day operations and business expansion, we may finance all or a substantial portion of our costs through bank loans and credit facilities.

While we believe that we have sufficient capital from our available cash resources, our cash generated from our business operations and our credit facilities to meet our current working capital and capital expenditure requirements, we may require additional debt financing to operate our business, implement our future business strategies and/or acquire complementary businesses.

Our ability to obtain debt financing depends on a number of factors including our financial strength, creditworthiness and prospects, as well as other factors beyond our control, including general economic, liquidity and political conditions. There is no assurance that we will be able to secure adequate debt financing on terms acceptable to us, or at all. In the event that we are unable to secure adequate debt financing on terms acceptable to us, we may not be able to implement our business strategies and our business and prospects could be materially and adversely affected as a result.

Any disruptions, volatility or uncertainty of the credit markets could also cause our borrowings to become more expensive. As such, we may be forced to pay unattractive interest rates, thereby increasing our interest expense, decreasing our profitability, reducing our financial flexibility if we take on additional debt financing, and affecting our ability to obtain further future debt financing.

Further, debt financing may restrict our freedom to operate our business as it may require conditions and/or covenants that may:

We cannot give any assurance that our future borrowing arrangements will not contain any such operating and financial covenants. Please refer to the section entitled “Capitalisation and Indebtedness – Banking Facilities of our Group” of this Introductory Document for further details on the material operating and financial covenants in our bank borrowings.

If we are unable to secure debt financing, or to secure debt financing on commercially acceptable terms to us, it may have a material adverse effect on our business, financial condition, results of operations and prospects.

It is not certain if our Company will be classified as a Singapore tax resident

Under the Singapore Income Tax Act 1947 (the “Singapore Income Tax Act”), a company established outside Singapore could be considered tax resident in Singapore if the control and management of its business is exercised in Singapore. “Control and management” typically refers to the making of decisions on strategic matters, such as those concerning the company’s policy and strategy. Where the control and management of a company is exercised is a question of fact. Usually, the location of the company’s board of directors’ meetings determines where the control and management of a company’s business is exercised. Therefore, such control and management of business should not be considered to be exercised in Singapore if physical board meetings are conducted outside of Singapore.

The Inland Revenue Authority of Singapore (“IRAS”) has issued guidance indicating that a board meeting which involves the use of virtual meeting technology will generally be regarded as having strategic decisions made in Singapore if either of the following conditions is met:

Other factors considered by the IRAS include whether (i) there are any board meetings held in Singapore; (ii) any strategic decisions are made at board meetings held in Singapore; (iii) the directors are based in or outside Singapore; (iv) any strategic decisions are made by the local director in Singapore; (v) the local director in Singapore holds an executive position and is not a nominee director; (vi) the company is managed by a related company based in Singapore; and (vii) there are key employees based in Singapore.

We believe that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes, as historically, less than 50% of the directors of the Company have been physically present in Singapore for past board meetings. However, the tax residence status of the Company is subject to determination by the IRAS, and uncertainties remain with respect to the interpretation of the term “control and management” for the purposes of the Singapore Income Tax Act. However, if IRAS determines that the Company is a Singapore tax resident for Singapore income tax purposes, the portion of the Company’s single company income on an uncombined basis that is received or deemed by the Singapore Income Tax Act to be received in Singapore, where applicable, may be subject to Singapore income tax at the prevailing tax rate of 17% before applicable income tax exemptions or relief. If the Company is regarded as a Singapore tax resident, any dividends received or deemed received by the Company in Singapore from our subsidiaries located in a foreign jurisdiction with a rate of income tax or tax of a similar nature of no more than 15% may generally be subject to additional Singapore income tax where there is no other applicable tax treaty between such foreign jurisdiction and Singapore.

Regardless of whether the Company is regarded as a Singapore tax resident, there should not be withholding tax imposed in Singapore on dividend payments made to holders of our Shares. See the section entitled “Taxation – Singapore Taxation – Dividend Distributions” of this Introductory Document.

We are dependent on our key personnel for our continued success

Our success to date is attributable to the leadership and contributions of our key management personnel, who are collectively responsible for the overall corporate development and business strategies of our Group as well as implementing business plans and driving our growth. As such, the experience and contribution of our management and in particular, our Executive Directors who have built the business of our Group, are crucial to the success and continuous growth of our Group. Please refer to the section entitled “Management and Corporate Governance – Directors” of this Introductory Document for further details on our Executive Directors. Our Group’s continued success and growth will depend, to a large extent, on our ability to retain the services of the Executive Directors and personnel in the management team. The loss of their services without suitable and timely replacement, or the inability to attract and retain other qualified personnel, could have an adverse impact on our business, results of operations, financial position and prospects.

Whilst there were no material changes to the key management personnel that had a material adverse impact on our Group’s financials and/or operations during the Period Under Review and till the Latest Practicable Date, we cannot guarantee that it will not happen in the future and if we lose the services of our key management personnel without timely and suitable replacement, this may adversely affect our business, results of operations, financial position and prospects.

Competition for qualified personnel is often intense and we may incur significant costs or be unsuccessful in attracting, integrating, or retaining qualified personnel to fulfil our current or future needs

We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with relevant industry experience and appropriate qualifications. In addition, if any of our senior management or key personnel joins a competitor or engages in a competing business, we may lose business, trade secrets, business partners and key personnel. Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Thus, our ability to attract or retain suitably qualified employees may be adversely affected by any declines in the perceived value of our equity or equity awards. Furthermore, there is no assurance that the number of shares reserved for issuance under the Incentive Securities Plan will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees. If we are unable to attract or retain employees with the relevant experience, qualifications, or industry background, this may have a material adverse effect on our business, results of operations, financial position and prospects.

Our Directors’ and Chief Executive Officer’s other business activities may pose conflicts of time commitment and conflicts of interest

Our Executive Directors and CEO have other business interests outside our Group that could potentially give rise to conflicts of time commitment. For example, our Executive Directors and CEO own and/or are employed in executive positions in other companies within the GHC Group that manufacture and sell upholstered furniture and related goods.

Below is a chart showing the approximate percentages⁽¹⁾ of the time devoted by our Executive Directors and CEO to matters concerning our Group and other companies outside of our Group in 2025.

Notes:

In addition to Mr. Phua Yong Pin, Mr. Phua Yong Tat and Ms. Phua Mei Ming, Mr. Phua Jing Yuh, our Group’s Director of the Central Procurement Unit of HTL Marketing, also holds a concurrent position within the GHC Group. The rationale for this arrangement is that, in his capacity as Director of the Central Procurement Unit, Mr. Phua Jing Yuh is responsible for coordinating the procurement of raw leather hides from third-party suppliers and the sourcing of upholstered furniture from our related party manufacturers within the GHC Group. His concurrent role as a director at certain related party manufacturers facilitates operational coordination between our Group’s procurement function and the GHC Group’s manufacturing operations, by granting him visibility and access to information on the relevant manufacturing entities, such as production progress, expected delivery timelines and product quality. This assists him in coordinating our Group’s procurement requirements with the relevant manufacturers on matters, including quality oversight, production scheduling, and supply chain consistency, and supports the effective execution of our Group’s integrated supply chain model. For the avoidance of doubt, Mr. Phua Jing Yuh does not hold any key executive positions with the GHC Group, and his role is limited to being a statutory director of certain related party manufacturers under the GHC Group. He does not exercise executive decision-making authority within the GHC Group, and his concurrent directorship does not extend to management of the GHC Group’s overall day-to-day operations.

As these Directors and personnel devote considerable time and effort to other companies, such business activities could both distract them from focusing on our Group and pose a conflict of time commitment. Should these Directors and personnel be unable to devote sufficient time to our Group, our business, results of operations, financial position and prospects may be materially and adversely affected.

Our Company is of the view that the concurrent appointments of Mr. Phua Yong Pin, Mr. Phua Yong Tat, Ms. Phua Mei Ming and Mr. Phua Jing Yuh do not present material governance and conflict of interest concerns for the following reasons:

Our marketing efforts may not be effective or cost-efficient, and our reliance on third-party digital channels may adversely affect our ability to acquire and retain retail customers

Our success depends on our ability to acquire and retain customers in a cost-effective manner. We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers and to retain existing customers. Our paid advertising efforts are primarily online channel advertising, including social media advertising, search engine marketing and paid engagement of online media companies. We engage influencers or key opinion leaders within the community via product sponsorship. We also conduct offline advertisements including printed display ads, direct mailing and magazine advertisements. These efforts are expensive and there is no certainty that they will enable us to expand our customer base or retain existing customers.

Our marketing expenses have varied from period to period, and we expect this trend to continue as we test new channels and refine our marketing strategies, and to maintain and further develop our online platforms to facilitate customer engagement and conversion. Increases or decreases in our marketing spend may result in increased or decreased customer engagement in any given period. We cannot assure you that the net revenue from new or existing customers will ultimately exceed the cost of acquiring those customers.

We also utilise non-paid advertising. Our website benefits significantly from direct searches via various platforms. In addition, our non-paid advertising strategy includes leveraging the value of our own social media content and user-generated content within our community. Although we employ search engine optimisation and marketing strategies, our ability to maintain and increase the number of visitors directed to our website and application is not entirely within our control. Search engines, social media platforms and other third-party channels may change their algorithms, policies, advertising requirements or the manner in which content and search results are displayed, restrict or block the delivery of advertisements, increase advertising costs or otherwise reduce the visibility or effectiveness of our paid and non-paid marketing activities. We also obtain a significant amount of traffic via social networking websites or other channels used by our current and prospective customers. As e-commerce and social networking continue to rapidly evolve, we must continue to establish relationships with these channels and may be unable to develop or maintain these relationships on acceptable terms. If we are unable to cost-effectively drive traffic to our sites, our ability to acquire new customers or retain our existing customers and our financial performance may be adversely affected.

Further, some of our new customers originate from word of mouth or other non-paid referrals from existing customers. If our efforts to satisfy our existing customers are not successful, we may not be able to acquire new customers, which may adversely affect how we continue to grow our business, or may require us to incur significantly higher marketing expenses in order to acquire new customers.

Our success depends on our ability to retain and grow relationships with wholesale customers and retail consumers

Our ability to grow our business depends on our ability to generate increased net revenue and repeat purchases from our existing customers, as well as to acquire new customers to expand our customer base.

To maintain and strengthen our relationships with existing wholesale customers, we strive to consistently deliver products that meet their specifications for quality, design, pricing and lead times. Our wholesale customers evaluate us against competing suppliers on factors including product range and design innovation, production flexibility and customisation capability, pricing competitiveness, reliability and consistency of supply, regulatory compliance (including product safety and environmental standards in the destination market), and after-sales support including warranty claims handling. Any failure to meet customer expectations on any of these factors, or any deterioration in the quality, timeliness or competitiveness of our offerings, could lead to a reduction in orders, loss of a customer, or unfavourable renegotiation of commercial terms, any of which could materially and adversely affect our business, financial condition, results of operations and prospects.

To maintain and grow our base of retail customers, we are required to maintain high levels of customer engagement. To do this, we strive to provide our customers and potential customers with a unified, convenient, efficient and differentiated purchase experience by:

If we fail to increase net revenue per active customer, generate repeat purchases or maintain high levels of customer engagement, our business, financial condition, results of operations and prospects could be materially and adversely affected.

We have faced and will continue to face price competition in the future. In addition, competitors with whom we compete, or who can obtain better pricing, more favourable contractual terms and conditions, or more favourable mix of products during periods of limited supply may be able to offer lower prices than we are able to offer. Our operating results and financial condition may be adversely affected by these and other industry-wide pricing pressures.

Our retail business depends on our ability to build and maintain strong brands. We may not be able to maintain and enhance our “HomesToLife”, “Domicil”, “Fabbrica”, “Corium”, “Gallery”, and “RelaxStudio” brands if we receive unfavourable customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects

In our wholesale and retail businesses, we mainly engage in the sales of upholstered furniture under our key brands “HomesToLife”, “Domicil”, “Fabbrica”, “Corium”, “Gallery”, and “RelaxStudio”, and to a lesser extent, complementary furniture pieces, such as case goods, tables, bedding and mattresses. For our retail business in Singapore and South Korea, our ability to maintain and enhance our one-stop shop concept depends largely on our ability to maintain customer confidence in our product offerings, including by customising our recommendations of high-quality furniture to fit customers’ living style, maintaining product availability and delivering products on time and in good condition. If customers do not have a satisfactory purchase experience, they may stop purchasing or reduce purchases of our products. In addition, unfavourable publicity regarding, product quality or availability, poor customer service, delivery problems, competitive pressures, litigation or regulatory activity, could seriously harm our reputation. Such negative publicity also could have an adverse effect on the size, engagement and loyalty of our customer base and result in decreased net revenue, which could adversely affect our business, financial condition, results of operations and prospects.

In addition, maintaining and enhancing our various brands may require us to make substantial investments, and these investments may not be successful. If we fail to promote and maintain our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materially and adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive.

While there have been no past occurrences of the above which would have had a material adverse impact on our Group’s financials and/or business operations, there is no assurance that there will not be any customer complaints in the future. Customer complaints or negative publicity about our stores, products, delivery times, company practices, employees, customer data handling and security practices or customer support, could rapidly and severely diminish consumer confidence in us and result in harm to our various brand names and decreased revenue, whether or not the complaints and negative sentiment are justified.

Our physical retail stores may not achieve sales or operations targets

As at the Latest Practicable Date, we have four Group-owned and directly operated physical retail stores in Singapore, and three Group-owned and directly operated physical retail stores, as well as department store concessions in South Korea. We believe that continued expansion into new physical retail stores represents a growth opportunity for us. Our growth strategy is dependent on our ability to identify suitable store locations in new and existing markets. Our ability to open stores in a timely and successful manner depends in part on the factors including the availability of desirable store locations; the availability and costs of construction labour and materials, local permitting timelines, the ability to negotiate acceptable lease and development terms at reasonable rates, including the length of rental periods and renewal options and the ability to obtain termination rights, our ability to obtain all required approvals and comply with other regulatory requirements; our relationships with current and prospective landlords, the ability to secure and manage the inventory necessary for the launch and operation of new stores, the availability of capital funding for expansion and general economic conditions. Any or all of these factors and conditions could materially adversely affect our business, financial condition, results of operations and prospects.

New store openings may negatively impact our financial results due to the effect of store opening costs and lower sales during the initial period following opening. New stores, particularly those in new markets, build their brand recognition and customer base over time and, as a result, may have lower margins and incur higher operating expenses. We may not anticipate all of the challenges imposed by the expansion of our operations into new geographic markets. We may not manage our expansion effectively, and our failure to achieve or properly execute our expansion plans could limit our growth or have a material adverse effect on our business, financial condition, results of operations and prospects.

We may close additional physical retail stores in the future, which could result in significant costs and adversely affect our business, financial condition and results of operations

While we opened a retail store in Singapore in December 2025, we had also closed retail stores in Singapore in 2025. From time to time, we evaluate the performance and strategic fit of our physical retail stores, and we may determine that certain locations are no longer aligned with our business objectives or are not economically viable. As a result, we may decide to close existing retail stores, whether due to underperformance, changes in market conditions, shifts in consumer behaviour, rising operating costs, or broader strategic considerations.

The closure of such physical retail stores may disrupt our operations, reduce our physical presence in certain markets, and adversely affect our brand visibility and impact, which would negatively affect customer awareness and customer loyalty. Store closures may also require management to devote significant time and resources to restructuring activities, which could divert attention away from other aspects of our business.

If we are unable to execute store closures in an efficient and timely manner, or if the anticipated benefits of such closures are not realised, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Our business may be affected by increase in rental expenses or the termination of leases of our retail stores, warehouses, showroom and office premises

We operate our own retail stores under the name “HomesToLife” by offering a one-stop solution to retail customers. As of the date of this Introductory Document, we have in operation four retail stores under our brand name “HomesToLife” in Singapore, and three Group-owned and directly operated retail stores under our brand names “Domicil” and “HomesToLife” in South Korea. The retail stores are essential to our retail sales business as they are an important distribution channel of our products. However, there is no assurance that we can renew the existing tenancies upon their respective expiry or on the same terms and conditions no less favourable to us than the existing ones. Failure to renew the existing tenancies on terms and conditions acceptable to us may lead to disruption of our business and additional costs being incurred for relocation and renovation. If we are unable to find alternative locations that are suitable or on commercially acceptable terms in a timely manner, it may lead to reduction in the number of retail stores and our business, results of operation and financial condition may be adversely affected.

Furthermore, rental expenditure is one of the major costs in our retail sales business. For FY2023, FY2024, FY2025 and 1H2026, payments on lease liabilities, which represent rental costs, amounted to approximately US$1.4 million, US$1.9 million, US$3.5 million and US$1.4 million respectively. Any substantial increase in rental expenses of our retail venues may increase our cost of operation and may adversely affect our profitability and financial position.

In addition to our retail store leases, our Group’s export sales and leather trading divisions rely on leased warehousing, showroom, office and logistics facilities primarily in Australia, France, Japan, South Korea, the Netherlands, Singapore, and the United Kingdom. Any increase in the rental costs of these facilities, failure to renew material leases on acceptable terms, or disruption to our warehousing and distribution capabilities, could adversely affect our ability to fulfil export orders in a timely manner and increase our operating costs, with a consequent material adverse effect on our business, financial condition, results of operations and prospects.

Our Group occupies certain premises pursuant to sub-tenancy arrangements. In some cases, such arrangements may require the consent or approval of the relevant landlord or other third party under the underlying head lease. If any required consent or approval has not been obtained, or if the relevant sub-tenancy arrangement is otherwise found to be in breach of the terms of the underlying head lease or occupancy agreement, the landlord or other counterparty may have the right to take enforcement action, including terminating the underlying head lease or exercising other contractual remedies. Where our Group’s right to occupy premises is dependent on the continued subsistence of the underlying head lease, any termination of such head lease may result in the automatic termination of the relevant sub-tenancy arrangement and the loss of our Group’s right to occupy the affected premises. If our Group is required to vacate any such premises and is unable to secure suitable alternative premises on commercially acceptable terms in a timely manner, its operations may be disrupted and additional costs may be incurred. Any such circumstances could have an adverse effect on our Group’s business, financial condition, results of operations and prospects.

Our efforts to expand our retail business in new geographic markets will subject us to additional business, legal, financial and competitive risks, and may not be successful and could adversely affect our profitability and operating results

Through our acquisition of HTL Marketing and its subsidiaries in May 2025, we expanded our retail business to include two Group-owned and directly operated retail stores as well as department store concessions in South Korea before subsequently increasing the number of stores in Korea to three in October 2026, in addition to our stores in Singapore. The continued success and growth of our retail business depends on our ability to expand our existing one-stop shop concept and product offerings in new geographic markets. Our plan to expand in new geographic markets may be subject to risks such as:

Further, expanding internationally entails significant amounts of management time and resources. Expanding our one-stop shop concept internationally is particularly challenging because it requires us to gain country-specific knowledge about consumers, regional competitors and local laws, construct catalogues specific to the country, open new physical stores, and build local logistics capabilities. These technological and logistical challenges can result in failures or other quality issues that may cause customer dissatisfaction and harm our reputation and brand. In the future, we may also consider incorporating the franchise model in our international expansion plan. We also cannot guarantee the success of the franchise model. We may not be able to generate satisfactory revenue from these efforts to offset related costs. Any lack of market acceptance of our efforts to expand our one-stop shop concept and product offerings in new geographic markets could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, our current and potential competitors in these new geographic markets may have greater brand recognition, financial resources, longer operating histories and larger customer bases than we do in these markets. If we are unable to compete effectively with our competitors in these new markets, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our business is exposed to changes in discretionary consumer spending and housing market conditions

The upholstered furniture industry is affected by consumer spending and changes in housing market conditions. We target the premium mass market segment, including middle and upper income consumers. Purchases of upholstered furniture are generally discretionary and may be deferred or reduced during periods of economic uncertainty, declining consumer confidence, inflation, higher interest rates, unemployment or reduced disposable income. If discretionary spending or the purchasing power of our target customers declines due to general economic conditions or other reasons, demand for our products may decrease and customers may trade down to lower-priced alternatives, delay purchases or reduce the number of products purchased, and our business and operating results will be adversely affected.

Demand for upholstered furniture may also be influenced by residential property transactions, new home completions, renovation activity and consumers’ willingness and ability to purchase or upgrade their homes. A slowdown in the housing market may therefore reduce demand for our products. In such an event, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Failures, disruptions or security breaches affecting our IT systems or those of our third-party service providers could disrupt our operations, compromise confidential information and expose us to liability and reputational harm

We rely on IT systems, networks, software and online platforms to support various aspects of our business, including retail sales, order processing, customer relationship management, financial reporting and payment processing. We also collect, process, transmit and store information relating to our customers, employees, suppliers and other business counterparties, including personal data, payment information and other confidential or commercially sensitive information.

Certain of our IT functions and data-processing activities are supported by third-party service providers, including providers of software, cloud hosting, payment-processing and other technology services. Accordingly, the security, availability and performance of our systems may be affected by failures, disruptions or security incidents involving systems operated by such third parties, over which we may have limited control.

Our IT systems and those of our third-party service providers may be vulnerable to cyberattacks, ransomware, phishing, malicious software, unauthorised access, computer viruses, social-engineering attacks, equipment or software failures, telecommunications or power disruptions, human error and other security incidents. Such incidents may also result from intentional or inadvertent acts of our employees, contractors, service providers or other persons with access to our systems or information. As the methods used to gain unauthorised access to systems or compromise information evolve rapidly, we may not be able to anticipate, detect, prevent or respond effectively to every threat or incident.

Any failure, disruption or security breach affecting our systems or those of our service providers could result in the interruption of our retail, order-processing, payment, or financial reporting functions; the loss, corruption or unauthorised disclosure of information; delays in fulfilling customer orders; and an inability to maintain accurate business records or provide services to our customers.

We may also incur substantial costs in investigating and remediating an incident, restoring systems and data, notifying affected persons or regulatory authorities, strengthening our cybersecurity measures, engaging external advisers and responding to claims, investigations or regulatory proceedings. We could also be exposed to contractual claims, compensation obligations, regulatory fines or penalties and reputational damage, and may lose the confidence of customers, employees, suppliers and other business partners.

Although we have implemented measures intended to protect our systems and information, there can be no assurance that such measures will be sufficient to prevent, detect or mitigate all incidents. Any material failure, disruption, cyberattack or data breach could materially and adversely affect our business, financial condition, results of operations and prospects.

We may be subject to product liability and other similar claims and lawsuits if people or property are harmed by the products we sell

We source our products from suppliers and are subject to the inherent risks associated therewith, including product recalls, product liability claims, quality control and regulatory action relating to safety, personal injury, death or environmental or property damage. Our suppliers may not have adequate financial resources or insurance coverage to fulfil their obligations under any product warranties given by them. Litigation and claims against us by our customers may have an adverse effect on our reputation and brand image, lead to negative publicity and, regardless of the validity of such claims, may reduce our sales which may in turn adversely affect our financial performance. We may also be held liable for purchase or import of products made of restricted materials or failing safety standards under the relevant laws and regulations governing the supplier and/or our business operations. In addition, if complaints from customers escalate into legal claims, resources such as time and legal costs would have to be incurred to address such claims, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Merchandise returns and warranty claims could adversely affect our business

We permit customers to return products in accordance with our return policy, and also provide warranties for our products, as set out in the section entitled “Business – Quality Assurance” of this Introductory Document.

Our Group makes a provision for warranty expenses in its financial statements, based on an assessment of the expected settlement of warranty claims having regard to recent claim history and other relevant factors. The amount of provision is recognised only where a warranty claim is considered probable.

Our Group is able to rely on certain contractual protections in our agreements with our related party manufacturers, including provisions that such manufacturers will indemnify our Group for all claims by our retail and wholesale customers arising from product defects and delivery delays. However, there is no assurance that such reimbursement claims will be accepted or settled in full, or in a timely manner. If our Group is unable to recover the costs of any warranty claims or product returns from the relevant manufacturer, this could adversely affect our profitability.

In respect of our leather trading business, raw leather hide purchases from Brazil and Australia are governed by International Contract No. 6 - Hides & Skins published by the International Council of Hides, Skins and Leather Traders’ Associations, while purchases from the United States are governed by the Standards Governing the Sale of North American Cattle Hides published by the United States Hide, Skin & Leather Association. The above contracts contain provisions relating to quality of the materials, inspection rights, claims, rejection by customers, and events of default, but do not contain an equivalent indemnity requiring the raw leather hide suppliers to indemnify HTL Marketing against claims made by HTL Marketing’s customers.

Further, our policies relating to returns are subject to modifications from time to time, which may result in customer dissatisfaction or an increase in the number of product returns. Many of our products are large and require special handling and delivery. From time to time, our products may also be damaged in transit, which can increase return rates and affect our brand image and reputation, thereby causing our business, financial condition, results of operations and prospects to be materially and adversely affected.

Please refer to the section entitled “Business – Quality Assurance” of this Introductory Document for further details on our warranty policy and return policy.

We are subject to risks related to online transactions and payment methods

For our Group’s business, we accept payments using a variety of methods, including credit card, debit card, electronic and mobile payment technologies, credit accounts (including promotional financing) and gift cards. We rely on third parties to provide many of these payment methods and payment processing services, including certain promotional financing. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. As our business changes, we may also be subject to different rules under existing standards, which may require new assessments that involve costs above what we currently pay for compliance. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card and debit card payments from consumers or to facilitate other types of online payments. If any of these events were to occur, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Although we have not experienced any incidence of orders being placed with fraudulent credit card data, we may, in the future, suffer losses as a result of orders placed with such fraudulent credit card data even if the associated financial institution approved payment of the orders. Under current credit card practices, we may be liable for fraudulent credit card transactions. We may, in the future, also suffer losses from other online transaction fraud, including fraudulent returns. If we are unable to detect or control credit card or transaction fraud, our liability for these transactions could harm our business, results of operations, financial position and prospects.

We are exposed to the risk of legal or other proceedings or to other disputes or claims

In the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration. These legal procedures are time- consuming and the settlement of a contract dispute may require additional financial and other resources. Failure to secure adequate payments in time or to manage past due receivables effectively could have a material adverse effect on our business, financial condition, results of operations and prospects.

Further, disputes and claims may arise, from time to time, between our Group and our customers, suppliers or sub-contractors (e.g., technicians, logistics and delivery providers, personnel who assist in installing the relevant furniture in customers’ premises) for various reasons such as delays, unsatisfactory service delivery and alleged breaches of service contracts. We may also be the subject of workplace safety and/or negligence claims from employees and/or members of the public. These disputes, if they remain unresolved or worsen, may eventually result in legal or other proceedings which divert management time in defending these claims, in addition to the costs that may be incurred in their settlement or other resolution.

In the event that we are unable to resolve the disputes or claims satisfactorily in a timely manner or at all, our Group’s business, financial condition, results of operations and prospects may be materially and adversely affected.

We are exposed to foreign exchange fluctuations

Our Company has significant exposure to exchange rate fluctuations, both due to translation and transaction exposures. Translation exposures arise from measuring income statements of foreign subsidiaries that have functional currencies other than the U.S. dollar. Transaction exposures involve impact from (i) input costs that are denominated in currencies other than the local reporting currency; and (ii) revaluation of working capital balances denominated in currencies other than the functional currency. Our Company leverages our diversified portfolio of exposures as a natural hedge. In certain cases, our Company enters into non-qualifying foreign currency contracts to hedge certain balance sheet items subject to revaluation. The change in fair value of these instruments and the underlying exposure are both immediately recognised in earnings, substantially offsetting the foreign currency mark-to-market impact of the related exposure.

Our Group enters into foreign currency derivative contracts to economically hedge exposure to foreign currency fluctuations associated with the forecasted sale and purchase of inventories, the foreign exchange risk associated with certain receivables denominated in foreign currencies and certain future commitments for foreign expenditures. Please refer to the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Introductory Document for further details. However, our Company’s hedging measures may not fully offset foreign exchange fluctuations. Any residual exposure could adversely affect our Company’s financial performance and financial condition.

Our Group sources substantially all of our products from related party manufacturers in China, Vietnam and India, with our purchases primarily denominated in RMB and USD. Our export sales are primarily denominated in USD, EUR, and GBP, and we are therefore subject to exchange rate risks. For FY2025, approximately 59.7% of our total revenue was generated from Europe (primarily in USD and EUR), approximately 26.9% from Asia-Pacific (primarily in USD) and approximately 13.4% from North America (in USD). Favourable or unfavourable movements in these currencies against the USD may materially affect our reported revenue, gross margins, and net income. For example, the Company recorded a foreign exchange loss of US$2.2 million in 1H2026, compared to a gain of US$4.3 million in 1H2025, primarily due to the appreciation of RMB vis-à-vis USD, as our costs are largely denominated in RMB, and the depreciation of EUR vis-à-vis USD, as a portion of our sales are denominated in EUR.

We cannot predict the impact of future exchange rate fluctuations on our results of operations. In the event of unfavourable movements in foreign exchange rates, our profit margin will be affected if we are unable to transfer such additional cost to our customers, and our results of operations, financial position and prospects could be materially and adversely affected.

Our existing insurance may not sufficiently cover all the risks related to our business operations

Our business divisions are exposed to various risks arising from our business operations, including without limitation, the risk of errors or delays in delivery or even non-delivery of our customers’ goods, natural disasters and accidents. These risks could cause injury, death or damage or destruction to property, which may result in our operations being suspended or disrupted. In addition, cargo may be lost, damaged, delayed or misdirected due to accidents, improper handling, theft, weather conditions or system failures. We may also face civil and/or criminal penalties arising from any such incidents. In the event that we fail to meet stipulated delivery deadlines and/or fail to prevent loss or damage to our customers’ goods, we may also be required to pay penalties or liquidated damages to the affected customers.

We maintain business insurance of our stores and our office, such as combined general and products liability insurance. We also maintain directors and officers liability insurance, and insurance to cover freight forwarding and shipping with respect to our export business. We may, from time to time, enter into contracts which may require us to maintain specific insurance coverage. There can be no assurance that our Group has at all times maintained insurance coverage in strict compliance with the requirements of each such contract, and any failure to do so may constitute a breach of the relevant contractual obligations. Such a breach could entitle the relevant counterparty to terminate the affected contract, claim damages or other remedies, or exercise any other rights available to it under the contract or at law, which in turn could disrupt our Group’s operations and commercial relationships. The occurrence of a significant event or adverse claim in excess of the insurance coverage that we maintain, or that is not covered by our insurance, or in circumstances where the required insurance coverage has not been maintained, could result in our Group having to pay compensation or damages and/or incur loss of revenue and could have a material adverse effect on our business, results of operations, financial position and prospects.

We may not be able to adequately protect our intellectual property rights

As of the date of this Introductory Document, we have multiple trademarks registered in Singapore and in overseas jurisdictions, such as the United States, European Union, China, Australia, Japan, and South Korea. We might from time to time apply for new trademarks. We cannot assure you that our pending trademark applications, if any, will proceed to registration, and even registered trademarks could be challenged by a third party including by way of revocation or invalidity actions. Unauthorised use of our trademarks may damage our brand and reputation and/or affect our business. We are not aware of any infringement of our intellectual property rights in the past in Singapore or South Korea, or in any other jurisdictions where our trademarks are registered, but there is no assurance that there will not be any infringement in the future. In the event that any infringement occurs, we may have to protect our intellectual property rights or other rights through litigation which may be costly and could have a material adverse impact on our business, results of operations, financial position and prospects.

Moreover, there is no assurance that there will not be any counterfeit products of the furniture products we sourced overseas or our own products being sold in the markets which we operate. Demand for our products may be adversely affected should there be any counterfeit products and in which case, our business, results of operations, financial position and prospects may also be adversely affected.

In addition, there could be potential trade name or trademark ownership or infringement claims brought by owners of other rights, including registered trademarks, in our marks or marks similar to ours. Any such claims, brand dilution or consumer confusion related to our “HomesToLife” brand could damage our reputation and brand identity and substantially harm our business, results of operations, financial position and prospects.

Our products may be subject to third party intellectual property rights

As the products sourced by us are procured from various suppliers, it is not commercially practicable for us to ascertain whether such products infringe on third party intellectual property rights. While there have not been any instances of infringement of third party intellectual property rights during the Relevant Period, there is no assurance that there will be no infringement in the future, and in the event that any product we sell infringes on third party intellectual property rights, we may also be found liable for such infringement and be compelled to discontinue the sale of the infringing products and/or pay damages or suffer other liabilities. It may also lead to litigation which could result in substantial costs and diversion of resources and negatively affect our business, results of operations, financial position and prospects.

We may be exposed to liabilities under applicable anti-corruption laws and any determination that we violated these laws could materially and adversely affect our business

We are subject to various anti-corruption laws that prohibit companies and their agents from making improper payments or offers of payments for the purpose of obtaining or retaining business. We may conduct business in countries and regions that are generally recognised as potentially more corrupt business environments. Activities in these countries create the risk of unauthorised payments or offers of payments by one of our employees or agents that could be in violation of various anti-corruption laws, including the United States Foreign Corrupt Practices Act (the “FCPA”) and the Prevention of Corruption Act 1960 of Singapore (the “POCA”). We have implemented safeguards and policies prohibiting these practices by our employees and agents, but we cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by our employees or agents. If our employees or agents violate our policies or we fail to maintain adequate record keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. Violations of the FCPA, POCA or other anti-corruption laws, or allegations of any such acts, could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions. Those and any related shareholder lawsuits could lead to substantial civil and criminal, monetary and nonmonetary penalties and cause us to incur significant legal and investigatory fees which could adversely affect our business, results of operations, financial position and prospects.

There have been no past occurrences of the above which would have had a material adverse impact on our Group’s financials and/or business operations.

We may be subject to claims against us relating to any acquisition or business combination

There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence. Although a seller generally will have indemnification obligations in favour of us under an acquisition or merger agreement, these obligations will usually be subject to financial limitations, such as general deductibles and maximum recovery amounts, as well as time limitations. We cannot ensure that our right to indemnification from any sellers will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur. Any such liabilities, individually or collectively, could have a material adverse effect on our business, results of operations, financial position and prospects.

Negative publicity relating to our Group or our Directors, Executive Officers or Substantial Shareholders or our major suppliers may materially and adversely affect our reputation and Share price

Negative publicity or announcements relating to our Group or any of our Directors, Executive Officers or Substantial Shareholders, whether with or without merit, may materially and adversely affect the reputation and goodwill of our Group in the home furnishings industry, consequently affecting our relationships with our customers, suppliers and sub-contractors. Since we rely on a limited number of key suppliers for our leather and fabric upholstered furniture which contributed to a significant portion of our purchases of goods for the Period Under Review, any negative publicity or announcements relating to our key suppliers may also adversely affect our reputation in the industry. In addition, such negative publicity may affect market perception of our Group and the performance of our Share price.

Negative publicity or announcements may include, among others, unsuccessful attempts in joint ventures, acquisitions or take-overs, any involvement we or our major suppliers may have in litigation or insolvency proceedings, and unfavourable or negative articles on any of our Directors, Executive Officers or Substantial Shareholders. Any claims and legal actions brought forward by our customers may also damage our brand image. If our customers, suppliers and sub-contractors subsequently lose confidence in us, this could result in the termination of business relationships or consumer orders.

As our Group is materially dependent on related party manufacturers and suppliers within the GHC Group, any negative publicity or adverse news relating to these related party suppliers and manufacturers, including the imposition of administrative penalties or fines, anti-dumping measures or investigations, product safety or quality enforcement actions, environmental or labour regulatory sanctions, or other adverse regulatory, legal or enforcement actions directed at such entities, may harm our Group’s reputation and customers’ goodwill, even where such penalties or actions are not directed at our Group. Given the close commercial relationship between our Group and these related party suppliers, the public and the market may associate negative developments affecting these suppliers with our Group, our products, or brands. Any such association could diminish consumer and wholesale customer confidence in our products, adversely affect demand for our products, and result in reputational harm to our Group and adversely affect our business, financial condition, results of operations and prospects. There have been no past occurrences of the above which would have had a material adverse impact on our Group’s financials and/or business operations.

Nevertheless, certain related party manufacturers in the GHC Group (which Mr. Phua Yong Pin, Mr. Phua Yong Tat, and Ms. Phua Mei Ming, hold concurrent positions in) were involved in certain commercial and employment related civil litigation cases and administrative violations in the PRC arising in the ordinary course of business. In addition, certain related party manufacturers in the GHC Group were also subject to an investigation in 2021 by the Canada Border Services Agency into anti-dumping allegations on several China-based exporters, but the investigation was subsequently terminated, as the Canadian regulator had found that there was no subsidising or the amounts of subsidy were insignificant. Further details of these incidents are set out in the section entitled “Management and Corporate Governance – Corporate Governance – Opinion of our Nominating Committee on the suitability of the Directors and Executive Officers in view of certain disclosures in relation to past civil proceedings and administrative violations involving the GHC Group”. While our Group did not experience any material legal, regulatory, operational or reputational risks arising from such incidents, there is no assurance that similar incidents which may occur in the future will not adversely affect our business, financial condition, results of operations and prospects.

Our failure to anticipate and respond to changing consumer preferences and design trends may reduce demand for our products

The marketability of our products depends on our ability to continually innovate and improve our product design and product customisation offerings. Consumer preferences in the furniture industry are subjective and may be influenced by factors such as evolving trends in interior design, lifestyle changes, cultural shifts, and broader macroeconomic conditions. Whether a particular product design appeals to customers is a matter of individual taste, and a design which appeals to one segment of the market may not resonate with another. It is therefore critical for us to produce designs with sufficient market appeal to attract and retain a wide consumer base across the various markets in which we operate.

Our design and product development team must anticipate and respond to changing consumer preferences in a timely manner. The furniture industry is characterised by shifting aesthetic trends, and there can be no assurance that our team will be able to accurately identify or respond to emerging design preferences, or that new product lines will achieve commercial acceptance. The process of developing new designs and bringing them to market requires significant investment of time and resources, including expenditure on product development and design, prototyping, and market testing. There is a risk that such investments may not yield products that achieve sufficient consumer demand to justify the costs incurred.

In addition, we face competition from other furniture manufacturers and retailers who may be better positioned to identify and capitalise on emerging design trends, or who may possess greater resources to invest in design innovation and product development. Competitors may also be quicker to adopt new materials, manufacturing techniques, or sustainable design practices which appeal to environmentally conscious consumers, thereby placing us at a competitive disadvantage. The proliferation of online retail platforms has further intensified competition by providing consumers with access to a broader range of product offerings from both domestic and international suppliers, reducing barriers to entry for new market participants and increasing the risk that our designs may be perceived as less distinctive, innovative or competitively priced relative to those of our competitors.

Furthermore, our ability to innovate and develop commercially successful products depends in part on our ability to attract and retain talented designers and product development professionals. The loss of key design personnel, or an inability to recruit individuals with the requisite creative skills and industry experience, could impair our ability to develop compelling new products. There can be no assurance that we will be able to attract or retain skilled design talent sufficient to sustain our competitive position.

If we fail to develop innovative, commercially viable, and aesthetically appealing designs which resonate with a wide consumer base, anticipate or respond to changes in consumer preferences, or compete effectively with the product offerings of our competitors, we may experience a decline in consumer demand, a loss of market share and an erosion of brand value, and our business, financial condition, results of operations and prospects may be adversely affected.

RISKS RELATING TO THE MARKET AND MACRO ECONOMIC ENVIRONMENT

Any adverse material changes to the markets where we operate (whether localised or resulting from global economic or other conditions) such as the occurrence of an economic recession, and the effect of economic pressures and other business factors on discretionary consumer spending and consumer preferences could have a material adverse effect on our business, results of operations and financial condition.

Uncertainties in global economic conditions that are beyond our control have in the past impacted our business and may in the future materially adversely affect our business, results of operations, financial condition and stock price.

These adverse economic conditions include inflation, slower growth or recession, new or increased tariffs and other changes to fiscal and monetary policy, higher interest rates, high unemployment, decreased consumer confidence in the economy, armed hostilities, such as the ongoing military conflicts between Russia and Ukraine, and the United States, Israel and Iran, foreign currency exchange rate fluctuations, conditions affecting the retail environment for products we sell, and other matters that influence consumer spending and preferences.

In addition, geopolitical developments in the Middle East may give rise to secondary effects including volatility in global energy prices, disruption to maritime shipping routes (including the Red Sea corridor which is a key transit route for our European-bound exports), supply chain delays, and fluctuations in raw material costs and currency markets.

A downturn in the economic environment can also lead to financial instability, increased credit and collectability risk on our receivables, business failure of important partners, including suppliers, logistics providers, derivative counterparties and other financial institutions, limitations on our ability to issue new debt, reduced liquidity and declines in the fair value of our financial instruments. These and other economic factors can materially adversely affect our business, financial condition, results of operations, prospects and stock price.

In addition, consumer confidence and spending can be materially and adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, including home equity loans and consumer credit, changes in net worth based on market changes and uncertainty, energy shortages and cost increases, labour and healthcare costs, government actions and general uncertainty regarding the overall future economic environment. Consumers may view a substantial portion of the products we offer as discretionary items rather than necessities. As a result, our operating results are sensitive to changes in macroeconomic conditions that impact consumer spending, including discretionary spending. Declines in consumer spending have and, in the future, may result in decreased demand for our products and services which may have an adverse effect on our results of operations.

During economic downturns or recessions, there can be heightened competition for sales and increased pressure to reduce selling prices as our customers may reduce their demand for our products. If we lose significant sales volume or reduce selling prices significantly, then there could be a negative impact on our financial condition or results of operations, profitability and cash flows.

In particular, our export sales division, which accounted for approximately 95.4%, 93.1%, 92.5% and 93.9% of our total revenue in FY2023, FY2024, FY2025 and 1H2026 respectively, sells upholstered furniture to wholesale customers located predominantly in Europe, North America and Asia-Pacific. In FY2025, approximately 59.7% of our total revenue was generated from customers in Europe, approximately 26.9% from Asia-Pacific and approximately 13.4% from North America. Accordingly, our business, financial condition and results of operations are substantially exposed to economic, regulatory and political developments in these key markets.

Any adverse circumstances affecting the markets in the above regions may adversely affect our business, financial condition, results of operations and prospects, whether in the form of lower net sales due to weakened demand, unfavourable changes in product price/mix, lower profit margins, the postponement, delay or cancellation of contracts, or delay in the recovery of accounts receivable. Further, a slowdown in economic growth in our key markets may also adversely affect demand for our products and impact our export and leather trading operations. Economic volatility may also result in currency fluctuations and broader supply chain disruptions that could negatively affect our business, financial condition, results of operations and prospects.

As our major costs include (i) product procurement; (ii) wages, (iii) rental rates and (iv) freight charges, our operating results can be materially affected by changes in our procurement costs, including product costs, rents at our retail stores, and transportation costs. Due to the uncertainty of product price fluctuations and inflation, we may not be able to pass some or all of these increased costs to our customers, which may result in lower profit margins. Accordingly, any rapid and significant changes in product prices or other supply chain costs may have a material adverse effect on our gross margins, business, financial condition, results of operations and prospects.

Many of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future

While many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures. As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank credit, interest rate increases, limitations on loans, or restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If the prices of the products we source rise at a rate that exceeds any rise in consumers’ incomes, and we are unable to absorb such cost increases and are required to pass them on to consumers, it may have an adverse effect on consumers’ demand, and in turn, our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth and lower discretionary spending by the consumers at large.

These factors can lead to margin compression, longer lead times and supply disruptions (due to, for example, reduced production capacity by our suppliers due to increases in production costs), higher compliance costs, reduced flexibility in sourcing strategies, and potential supplier relocation, which would negatively affect our business, financial condition, results of operations and prospects.

Reduced availability of credit may also adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures. This could not only result in reduced or delayed collections of outstanding accounts receivable, but also negatively impact our ability to obtain necessary supplies.

Adverse changes in government regulations and trade policies may materially and adversely affect our operations

We face exposure to shifts in government trade policies, tariffs, and regulatory requirements, including protectionist measures and sanctions, that may raise costs, disrupt supply chains, and limit market access. Some of the key risk drivers include the introduction or escalation of tariffs and duties, quota or local-content requirements, changes in trade agreements, tighter environmental, social, and governance, and customs compliance expectations, and geopolitical tensions that influence policy direction. For example, increasing geopolitical risks and the Red Sea crisis affect our trade with the European markets, whilst the imposition of tariffs by the United States and other major economies on goods and services from China, and the slowing economic growth of China, both directly and indirectly impact our business.

Heightened regulatory scrutiny and more stringent licensing requirements related to the export restrictions may result in delays and increased compliance costs. An introduction of more stringent trade-related regulations in countries where we operate may lead to an increase in compliance costs. The evolving global trade landscape, together with the increased geopolitical uncertainty, could lead to delays in the supply chain, fluctuations in exchange rates, and rising expenses. Such tariffs and regulatory changes may further affect our revenue streams. These may have a material adverse impact on our business, results of operations, financial position and prospects.

RISKS RELATING TO OUR CORPORATE STRUCTURE

We incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer

We incur significant legal, accounting, insurance and other expenses as a result of being a public company with a primary listing on the Nasdaq, and following the Listing, a public company with a secondary listing on the Main Board of the SGX-ST. Laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the Securities and Futures Act, Listing Manual, Dodd-Frank Act of 2010, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq, significantly increase our costs as well as the time that must be devoted to compliance matters. Compliance with these laws, rules, regulations and standards has substantially increased our costs, including our legal and accounting costs, and makes some of our operating activities more time-consuming and costly. Our public company obligations also require attention from our senior management and could divert their attention away from the day-to-day management of our business. These laws, rules, regulations and standards make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as officers. As a result of the foregoing, we have experienced a substantial increase in legal, accounting, insurance and certain other expenses, which will negatively impact our financial performance and financial condition. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.

You may face difficulties in protecting your interests, and your ability to protect your rights through Singapore courts may be limited, because we are incorporated under Cayman Islands law, with a primary listing on Nasdaq, which may differ from laws and regulations applicable to Singapore-incorporated companies listed on the SGX-ST

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Memorandum and Articles of Association, the Cayman Islands Companies Act, the common law of the Cayman Islands, and we will also have to comply with the Listing Manual upon our admission to the Main Board of the SGX-ST. The Singapore Companies Act may provide shareholders of Singapore-incorporated companies certain rights and protections of which there may be no corresponding rights or protections under the Cayman Islands Companies Act. As such, if you invest in our Shares, you may or may not be accorded the same level of shareholder rights and protections that a shareholder of a Singapore-incorporated company would be accorded under the Singapore Companies Act.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in Singapore, and Singapore may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Memorandum and Articles of Association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our Directors have discretion under our Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of Directors or controlling shareholders than they would as public shareholders of a company incorporated in Singapore.

It may also be difficult for you to bring an action against us in Singapore in the event that you believe that your rights have been infringed under Singapore laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, or other relevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our Directors and officers.

Please refer to Appendix D entitled “Comparison of Selected Cayman Islands Corporate Law with Singapore Corporate Law Provisions”, and Appendix E entitled “Comparison between the Nasdaq Listing Rules and the SGX-ST Listing Rules” to this Introductory Document for further details.

We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance

We are subject to rules and regulations by various governing bodies which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

The different characteristics of the capital markets in Singapore and the United States may negatively affect the trading prices of our Shares

Upon the Listing, we will be subject to Singapore and Nasdaq listing and regulatory requirements concurrently. The SGX-ST and Nasdaq have different trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of our Shares on the SGX-ST and Nasdaq may not be the same, even allowing for currency differences. Fluctuations in the price of our Shares due to circumstances peculiar to the United States capital markets could materially and adversely affect the price of our Shares listed in Singapore, or vice versa. Certain events having significant negative impact specifically on the United States capital market may result in a decline in the trading price of our Shares listed in Singapore notwithstanding that such event may not impact the trading prices of securities listed in Singapore generally or to the same extent, or vice versa.

We will not be subject to full regulatory oversight from the SGX-ST after our Listing and certain rules from the SGX-ST Listing Manual will not apply to us

As our primary listing is on the Nasdaq and the listing of our Shares on the SGX-ST is a secondary listing, the Nasdaq will have primary regulatory oversight over our Company. Under the Listing Manual, a foreign issuer having a secondary listing on the SGX-ST, as is our case, need not comply with the SGX-ST’s listing rules, provided that it undertakes to:

Our compliance with such conditions will nonetheless be less than that required of a company primary listed on the SGX-ST. For example, we are not required to comply with any of the rules of the Listing Manual on a continuing basis, save for Rule 216(2), Rule 217 and Rule 751 of the Listing Manual, as well as Chapters 9, 10 and 13 of the Listing Manual.

The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under applicable laws

We are a holding company, and our operating subsidiaries are located in various jurisdictions. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiaries. The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in the various jurisdictions, including requirements relating to the availability of distributable profits and requisite board and shareholder approvals, which are more fully described in the section entitled “Dividend Policy” of this Introductory Document. In addition, although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiaries to distribute dividends to us, standard tax filing and reporting procedures apply, the relevant regulations may be changed and the ability of our subsidiaries to distribute dividends to us may be restricted in the future.

As a company incorporated in the Cayman Islands, we may adopt certain home country practices in relation to corporate governance matters that differ significantly from the Singapore Code of Corporate Governance and corporate governance requirements of Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Singapore Code of Corporate Governance and corporate governance requirements of Nasdaq

Under Rule 217 of the Listing Manual, a foreign issuer with a secondary listing on the Exchange need not comply with the Singapore Code of Corporate Governance.

As a company incorporated under the laws of the Cayman Islands that is also listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands which is our home country, may differ significantly from corporate governance requirements of the Singapore Code of Corporate Governance and Nasdaq, including, but not limited to, board of directors’ independence requirements, director nomination procedures, compensation committee matters. We may follow our home country law instead of the Singapore Code of Corporate Governance and/or Nasdaq Listing Rules. As a result, our shareholders may be afforded less protection than they otherwise would enjoy under the Singapore Code of Corporate Governance and corporate governance requirements of Nasdaq applicable to U.S. domestic issuers.

RISKS RELATING TO AN INVESTMENT IN OUR SHARES

Our Directors and Controlling Shareholders have significant control over our Company, which will allow them to influence the outcome of matters submitted to Shareholders for approval

As at the Latest Practicable Date, our indirect Controlling Shareholders, Mr. Phua Yong Pin and Mr. Phua Yong Tat collectively and beneficially own approximately 94.8% of our Company’s issued Shares.

Therefore, these persons will be able to exercise significant influence over matters requiring Shareholders’ approval, including the election of directors and the approval of significant corporate transactions. If they act together, they will also have veto power with respect to any shareholder action or approval requiring a majority vote except where they are required by Nasdaq Listing Rules or the rules of the Listing Manual to abstain from voting. Such concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company, or otherwise discourage a potential acquirer from attempting to obtain control of our Company through corporate actions such as merger or takeover attempts notwithstanding that the same may be synergistic or beneficial to our Group or our Shareholders.

Any future sales of our Shares by our Substantial Shareholders or future sales or issuance of Shares, or the availability of large amounts of Shares for sale, could adversely affect our Share price

Any future issuance or sale or an increased availability of our Shares may have a downward pressure on our Share price. The sale of a significant number of Shares in the public market, including by our Substantial Shareholders, or the issuance of further new Shares by us, or the perception that such sales may occur, could materially affect the market price of our Shares. These factors also affect our ability to sell additional equity securities at a time and at a price favourable to us. In addition, our Shareholders would experience dilution in their holdings upon issuance or sale of additional securities in the future. If additional funds are raised through the issuance of new equity or equity-linked securities of our Company other than on a pro rata basis to existing Shareholders, the percentage ownership of such Shareholders in our Company may be reduced. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Shares.

The incurrence of additional indebtedness could result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, and other operating restrictions that could adversely impact our ability to conduct our business. If we fail to utilise the additional funds raised to generate a commensurate increase in earnings, this will also lead to a dilution in our earnings per Share and could lead to a decline in the Share price.

Our Share price after the Listing may not be reflective of our value, we may experience capital market risks and our share price may be volatile

The Listing will be by way of an Introduction. Unlike a listing undertaken in connection with an initial public offering, there will not be a price-discovery process such as book building undertaken prior to and in connection with the Introduction. As such, the price of the Shares immediately after the Listing may not reflect an appropriate value of our Company.

Further, the performance of the SGX-ST and the Nasdaq are very much dependent on external factors such as the performance of the regional and world bourses and the flows of foreign funds. Sentiments are, inter alia, driven by internal factors such as the economic and political conditions in Singapore and the United States as well as the growth potential of the various sectors of the economy. These factors invariably contribute to the volatility of trading volumes witnessed on the SGX-ST and the Nasdaq, thus adding risk to the market price of the listed securities.

In addition, the market price of our Shares may fluctuate significantly and rapidly in response to, among other factors, some of which are beyond our control:

Exchange rate fluctuations may adversely affect the value of our Shares and any dividend distribution

Our Shares will be quoted in United States Dollars on the Nasdaq and in Singapore Dollars on the SGX-ST. Dividends, if any, with respect to our Shares will be declared in United States Dollars and converted to Singapore Dollars for payment in relation to Shares which are listed on the SGX-ST. Fluctuations in the exchange rates between United States Dollars and the Singapore Dollars will affect, among other things, the value of the dividends to be received in Singapore Dollars by investors of our Shares in Singapore. Whilst an investor who sells our Shares on the Nasdaq and converts the proceeds from the sale of the Shares to a currency other than United States Dollars will be subject to fluctuations in exchange rates between the converted currency and the United States Dollar, similarly, an investor who sells our Shares on the SGX-ST and converts the proceeds from the sale of the Shares to a currency other than Singapore Dollars will be subject to fluctuations in exchange rates between the converted currency and Singapore Dollars.

Exchange rate gains or losses will also arise when the assets and liabilities of our subsidiaries (except for HomesToLife Singapore) are translated into Singapore Dollars for repatriation purposes. If the functional and reporting currencies of our subsidiaries depreciate against the Singapore Dollar, this may materially and adversely affect our Group’s reported dividends, if any.

Please see the section entitled “Exchange Rates and Exchange Controls” of this Introductory Document for more information.

Negative market conditions on one market on which our Shares are listed may affect the price of our Shares on the other market

As our Shares will be listed and quoted on both the Nasdaq and the SGX-ST, prices of our Shares will be affected by general market conditions on the Nasdaq, in addition to general market conditions of the SGX-ST. There is no assurance that any negative market conditions on the SGX-ST will not affect the price of our Shares listed and quoted on the Nasdaq and vice versa. In addition, there will be occasions when our Shares may trade on one market while the other market is closed for trading. If there are negative trading conditions on the market which is open for trading and the price of our Shares on this market declines during trading hours, investors who hold our Shares on the other market which is closed for trading will not have the opportunity to sell their Shares during the period when the price of our Shares on the other market is declining.

Overseas shareholders may not be able to participate in future offerings or certain other equity issues by us

If we offer or cause to be offered to our Shareholders rights to subscribe for additional Shares or any rights of any other nature, we will have the discretion as to the procedure to be followed in making such rights available to our Shareholders or in disposing of such rights for the benefit of such Shareholders and making the net proceeds available to such Shareholders. We may decide not to offer such rights to Shareholders having an address in a jurisdiction outside the United States and Singapore.

Our Company will not offer such rights to Shareholders having an address in a jurisdiction outside the United States and Singapore where doing so may constitute a breach of the local securities law in the jurisdiction where such shareholders are based or where the costs of compliance with the local securities law (e.g. requirement to lodge any prospectus or offering memorandum) is out of proportion as compared to the funds raised from the proposed fundraising exercise. For so long as our Company is listed on Nasdaq and SGX-ST, our Company intends that rights issues, bonus issues and other distributions of securities to Shareholders would be offered to all Shareholders (whether based in the United States or Singapore), subject to compliance with applicable laws.

Cayman Islands laws and regulations and our Memorandum and Articles of Association contain provisions that could discourage a take-over of our Company

The Cayman Islands Companies Act contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected, the offeror may, within a two-month period after the approval by the said holders, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands.

We may or may not pay dividends in the foreseeable future

We currently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As a result, we may not consistently pay cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Shares as a source for any future dividend income.

Following the adoption of the new Memorandum and Articles of Association, our board of directors will have complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, our ability to declare and pay dividends in relation to the Shares will depend on, amongst others, our operating results, financial condition, other cash requirements including capital expenditures, the terms of borrowing arrangements, the ability of our subsidiaries to pay dividends to us, other contractual restrictions and other factors deemed relevant by our Directors. This, in turn, depends on our strategy, the successful implementation of our strategy and on financial, competitive, regulatory, general economic conditions and other factors that may be specific to us or specific to our industry, many of which are beyond our control. There is also no guarantee that our Shares will appreciate in value in the future or even maintain the price at which you purchased our Shares. You may not realise a return on your investment in our Shares and you may even lose your entire investment.

In addition, our Company is a holding company and we operate our business through our subsidiaries. Therefore, our ability to pay dividends will be affected by the ability of our subsidiaries to declare and pay us dividends or other distributions. The ability of our subsidiaries to declare and pay dividends to us will be dependent on the cash income of and cash available to such subsidiary and the operating results, financial condition, other cash requirements including capital expenditures, the terms of borrowing arrangements and other contractual restrictions of the relevant subsidiary and may be restricted under applicable laws or regulations.

There has been no prior market for our Shares on the Main Board of the SGX-ST, and the Introduction may not result in an active or liquid market for our Shares

As at the date of this Introductory Document, there is no public market for our Shares in Singapore. We have received an eligibility-to-list letter from the SGX-ST to have our Introduction Shares listed and quoted on the SGX-ST. Listing and quotation does not, however, guarantee that a trading market for our Shares on the SGX-ST will develop or, if a market does develop, the liquidity of that market for our Shares.

The trading prices of our Shares on the SGX-ST and Nasdaq may differ significantly due not only to currency fluctuations but also due to differences in market liquidity for the Shares, trading participants and investor bases, exchange trading systems, and other factors outside of our control. There is no guarantee that the trading prices of our Shares on the SGX-ST will be equivalent to the trading prices of our Shares on Nasdaq.

The trading prices of our Shares could be subject to fluctuations in response to variations in our results of operations, changes in general economic conditions, changes in accounting principles or other developments affecting us, our clients or our competitors, changes in financial estimates by securities analysts, the operating and stock price performance of other companies and other events or factors, many of which are beyond our control. Volatility in the price of our Shares may be caused by factors outside of our control or may be unrelated or disproportionate to our results of operations. It may be difficult to assess our performance against either domestic or international benchmarks.

Techniques employed by short sellers may drive down the market price of the Shares

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavourable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

Securities analysts may not publish favourable research or reports about our business or may not publish any report at all, which could cause our stock price or trading volume to decline

The trading market for our securities is influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavourable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us.

The actual performance of our Company may differ materially from the forward-looking statements in this Introductory Document

This Introductory Document contains forward-looking statements, which are based on a number of assumptions which are subject to significant uncertainties and contingencies, many of which are outside of our control. Furthermore, our revenue and financial performance are dependent on a number of external factors, including demand for our products which may decrease for various reasons, such as increased competition within the industry or changes in applicable laws and regulations. We cannot assure you that these assumptions will be realised and our actual performance will be as expected. Investors should not place undue reliance on any such forward-looking statements. The inclusion of these forward-looking statements in this Introductory Document shall not be regarded as a representation or warranty by our Company or any of its professional advisers that the plans and objectives of our Company can or will be achieved.

Although the Shares will be listed on the Nasdaq and the SGX-ST, there is no assurance that the Shares will remain listed on the Nasdaq or that our Shares will remain listed on the SGX-ST

There is no assurance of the continued listing of the Shares on the Nasdaq or on the SGX-ST. We may not be able to continue to satisfy the Nasdaq listing requirements as well as other relevant rules, regulations and laws in Singapore or in the United States, which may result in the Shares being suspended for trading or delisted on the Nasdaq.

Our eligibility-to-list on the SGX-ST is conditional upon, among other things, the maintenance of the primary listing of our Shares on the Nasdaq. Thus, in the event that the Shares are removed from trading on the Nasdaq, there is no assurance that our Shares will remain listed on the Official List of the SGX-ST. If the Shares are suspended from quotation on, or removed from trading on the Nasdaq and/or from the SGX-ST, Shareholders will not be able to trade their Shares on the Nasdaq and/or their Shares on the SGX-ST and there is no assurance that holders of Shares will be entitled to compensation or an exit offer, or should they be so entitled, that holders of Shares will receive realisation for their investments that they would have been able to obtain through trading their Shares on the Nasdaq or their Shares on the SGX-ST.

Transfer of Shares between Nasdaq and SGX-ST may affect the liquidity and/or trading price of our Shares on either exchange, and the time required for the transfer between SGX-ST and Nasdaq might be longer than expected, and investors may experience delays, costs and inability to trade during the transfer process

Our Shares are currently traded on Nasdaq, and there is no direct trading or settlement between Nasdaq and the SGX-ST on which our Shares will be traded. CDP both acts as central depository for the SGX-ST and is a DTC participant and facilitates settlement between the two markets via its procedures for cross border securities transfers via DTC. Subject to compliance with U.S. securities law and procedures of CDP, holders of our Shares may use CDP’s procedures for cross border securities transfers via DTC to transfer Shares traded on SGX-ST to Shares traded on Nasdaq. Any holder of Shares traded on Nasdaq may also transfer such interests for trading on the SGX-ST. In the event that a substantial number of Shares are exchanged, the liquidity and trading price of our Shares on the SGX-ST and Shares on Nasdaq may be adversely affected.

In addition, the time differences between Singapore and New York, unforeseen market circumstances, temporary closure of the facilities offered by CDP for cross border securities transfers via DTC, the procedures of Shareholders’ brokers in Singapore and/or the United States or other factors may delay the transfer of Shares from trading on the SGX-ST to Nasdaq (and vice versa). Investors may be unable to settle or effect the sale of their securities during such periods of delay. In addition, there is no assurance that any transfer of Shares from trading on the SGX-ST to Nasdaq (and vice versa) will be completed in accordance with the timelines that investors may anticipate. Furthermore, CDP and other DTC participants are entitled to charge holders fees for cross border securities transfers via DTC. Brokers in Singapore and/or the United States may charge additional fees. As a result, shareholders who transfer Shares from trading on the SGX-ST to Nasdaq (and vice versa), may not achieve the level of economic return they may anticipate.

CAPITALISATION AND INDEBTEDNESS

The following table shows the cash and cash equivalents as well as capitalisation and indebtedness of our Group:

The information in this table should be read in conjunction with the full text of this Introductory Document, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Appendix A – Independent Auditor’s Report and the Audited Consolidated and Combined Financial Statements for the Financial Years ended December 31, 2023, 2024, and 2025” and “Appendix B – Independent Auditor’s Review Report and the Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Period Ended June 30, 2026” of this Introductory Document and our historical financial statements and the notes thereto included in this Introductory Document.

Notes:

From 30 June 2026 to the Latest Practicable Date, there have been no material changes in our total capitalisation and indebtedness, save for changes in our retained profits and cash and cash equivalents arising from our day-to-day operations in the ordinary course of business and the amount outstanding as at the Latest Practicable Date under the banking facilities taken out by our Group as disclosed in the section entitled “Interested Person Transactions and Potential Conflicts of Interest – Present and Ongoing Interested Person Transactions – (g) Provision of Corporate Guarantee in favour of our Group”.

Banking Facilities of our Group

As at 30 June 2026, we had obtained credit facilities in the aggregate principal amount of up to US$43 million (utilised and unutilised).

The below table sets forth certain information about our Group’s credit facilities as at 30 June 2026.

Notes:

These banking facilities are secured by an irrevocable corporate guarantee provided by one of our major shareholders, Golden Hill Capital Pte. Ltd. (“GHC”) with a maximum amount of US$50 million and certain assignments of accounts receivable. The corporate guarantee expires six months after the full repayment of all loans. Please refer to the section entitled “Interested Person Transactions and Potential Conflicts of Interest” of this Introductory Document for further information on the corporate guarantees provided by GHC.

Material Borrowing Terms

In addition to the restrictions on use of facilities set out above, our facilities contain various terms that limit our and certain of our subsidiaries’ ability to engage in specified types of transactions, including, among others, covenants and undertakings that limit the ability to create mortgages, pledges, liens or any other encumbrances.

Further, under the terms of our borrowings, we are required to, among others, comply with various covenants, including obligations relating to the utilisation of trade facilities, the provision of a first right of refusal to the relevant lender in respect of hedging arrangements and certain related transactions, and the maintenance of a minimum interest coverage ratio of not less than 2.5 times.

We are currently not in breach of any terms and conditions or covenants associated with any credit arrangement or bank loan which would materially affect our financial position and results or business operations, or the investment by our Shareholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial position has been prepared by our management and should be read in conjunction with the full text of this Introductory Document, including the “Independent Auditor’s Report and the Audited Consolidated and Combined Financial Statements for the Financial Years Ended December 31, 2023, 2024 and 2025” and the “Independent Auditor’s Review Report and the Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Period Ended June 30, 2026” as set out in Appendices A and B to this Introductory Document respectively.

This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and described under the section entitled “Risk Factors”, and elsewhere in this Introductory Document. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” of this Introductory Document. Our consolidated and combined financial statements have been prepared in accordance with the U.S. GAAP.

OVERVIEW

We are a global home furniture company headquartered in Singapore. Leveraging 50 years of heritage established by our founders, being our Executive Directors, our Group combines wholesale distribution, consumer retail and sourcing capabilities, supported by a diversified sourcing and supplier network across China, Vietnam and India.

Our Group operates through three core business divisions: (a) export division for supplying furniture to wholesale customers such as retailers and distributors worldwide; (b) leather trading division; and (c) retail division, with direct retail operations in Singapore and South Korea. Across these business divisions, our Group operates an integrated supply chain model that encompasses product design and development, sourcing from our manufacturing partners, and the coordination of logistics and distribution channels. This operating model enables our Group to translate designs into production-ready products efficiently, supporting both branded and white-label offerings, and allows us to deliver scale and consistency across multiple markets.

Please refer to the section entitled “Business – Overview” of this Introductory Document for further details on our Group’s business.

Our operating results are primarily affected by, inter alia, the following factors:

Please refer to the sections entitled “Risk Factors”, “Business – Competition” and “Business – Trend Information” of this Introductory Document for factors which may affect our revenue and financial performance.

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenue

Revenue is generated from three segments: export sales, leather trading and retail sales:

Our revenue is mainly derived from export sales. The following table sets forth our revenue by business segments and geographical segments in amounts and percentages of the total revenue for the financial periods presented:

By business segments:

By geographic locations of customers:

Cost of Goods Sold

Cost of goods sold primarily represents cost of acquiring leather and fabric upholstered furniture, raw hides from suppliers, inbound shipping and fulfilment costs necessary to bring inventory to its present location and condition, and inventory write-downs, which relate to obsolete and slow-moving inventories. The following table sets forth our cost of goods sold by business segments in amounts and percentages of the corresponding revenue for the financial periods presented: