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Exhibit 99.1

YY Group Holding Limited

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

YY GROUP HOLDING LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

See accompanying notes to unaudited condensed consolidated financial statements.

YY GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE (LOSS) INCOME

See accompanying notes to unaudited condensed consolidated financial statements.

YY GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

See accompanying notes to unaudited condensed consolidated financial statements.

YY GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to unaudited condensed consolidated financial statements. 

YY GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

YY Group Holdings Limited (the “Company” or the “Group”) is a limited company incorporated and domiciled in British Virgin Islands and whose shares are publicly traded. The registered office is located at 60 Paya Lebar Road #05-43 Paya Lebar Square Singapore 409051. In order to better serve the Company’s clients and accommodate the growing team, the Company have moved to a new office with effective on March 1, 2024. It is located at 60 Paya Lebar Road #09-13/14/15/16/17 Paya Lebar Square Singapore 409051. The Company is principally a data and technology driven company focused on developing enterprise intelligent labor matching services and smart cleaning services based in Singapore. Through the Company and its subsidiaries (collectively referred to as the “Group”), the Group provide enterprise manpower outsourcing and smart cleaning services in Singapore, Malaysia, UAE and Australia.

As of June 30, 2025, the Company’s subsidiaries were as follows:

These unaudited condensed consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) International Accounting Standards (“IAS”) 34, “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”) for six months ended June 30, 2025 and 2024.

These unaudited condensed consolidated financial statements for the six months ended June 30, 2025 and 2024 should be read in conjunction with the Group’s last audited annual consolidated financial statements for the years ended December 31, 2024 and 2023. They do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting Standard. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since last annual consolidated financial statements.

These unaudited condensed consolidated financial statements were authorized for issue by the Company’s board of directors on December 26, 2025

In preparing these unaudited condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group’s accounting polices and the key sources of estimation uncertainty were the same as those described in the last annual consolidated financial statements for the years ended December 31, 2024 and 2023, except for:

Measurement of fair value

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

As part of an established control framework, significant unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, such information is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest).

The Group recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

The accounting policies adopted in the preparation of the unaudited condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2024 and 2023, except for the application of accounting policies for new transaction incurred during the six months ended June 30, 2025. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The Group has the following accounting policies applied for the six months ended June 30, 2025.

Intangible assets comprise goodwill and certain acquired customer relationships.

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Customer relationships acquired as part of acquisitions of businesses are capitalized separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate a potential impairment.

Definite life intangible assets are amortized over their useful life. Amortization is provided at rates calculated to expense the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:

For the purposes of assessing impairment, assets other than goodwill are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units or CGUs). CGU determination for goodwill is assessed at the level which management monitors the business. An impairment loss is recognized if the carrying value of the relevant asset or CGU exceeds the recoverable amount, defined as the higher of fair value less costs of disposal and value in use.

The value in use or fair value less costs to dispose for each CGU is determined by calculating the net present value of future cash flows - derived from the underlying assets using a projection period of up to five years for each CGU. After the projection period, a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any goodwill impairment is recognized immediately as an expense and is not subsequently reversed. For assets excluding goodwill, an assessment is made at reporting period end to determine whether there is any indication that previously recognized impairment losses may no longer exist or have decreased. If any such indication exists, the recoverable amount of the asset is estimated. In cases where the recoverable amount exceeds the carrying amount of the asset, a reversal of impairment losses is recognized. The amount of the reversal of the impairment loss shall not exceed the carrying amount that would have been determined (net of depreciation or amortization) if no impairment loss had been recognized.

Investment properties are properties held to earn rental income, for capital appreciation, or for both, rather than for use in the production or supply of goods or services, for administrative purposes, or for sale in the ordinary course of business. Investment property includes land, buildings, and property held under lease arrangements that meet the definition of an investment property in accordance with IAS 40 – Investment Property.

Investment properties are initially measured at cost and subsequently at fair value with any change therein recognized in profit or loss.

An investment property is derecognized when it is either disposed of or permanently withdrawn from use and no future economic benefits are expected from its disposal. Any gain or loss arising from derecognition, calculated as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in profit or loss in the period of derecognition.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of lease.

The Group recognizes revenue as or when it satisfies its performance obligations. The Group earns revenue predominantly from the following services:

The Group provides customizable professional cleaning solution services based on requirements set by clients and/or the authorities, including but not limited to commercial cleaning for offices & schools; hospitality cleaning for hotels, shopping malls and retail, pest control services and etc. The Group also offer cleaning robots and machines for better cleaning performance by deploying the robots at designated premises.

The cleaning service promises including providing cleaning personnel, supply of equipment and material, floor treatment service and etc. During the process of providing cleaning services, the customers cannot benefit from the single promise. Therefore, the Group identifies only one performance obligation that is to providing cleaning service to the customer as the promises are not distinct in accordance with IFRS 15.27(a).

The consideration of providing cleaning services is based on the incentive payment model works by pegging the monthly pay-outs to the performance score of the cleaning services as stipulated in the contract. The Group has provided cleaning services since 2018 and has long-term cooperation experience with hotels, shopping malls and etc. Thus, the Company has accumulated sufficient experience on monitoring the progress in providing cleaning services and will adjust the estimated consideration on a timely manner. Therefore, there is no significant constraining estimates of variable consideration.

The Group recognizes revenue on a gross basis as the Group is acting as a principal in these services and is responsible for fulfilling the promises to provide the specified cleaning services.

The Group provides cleaning services, customers simultaneously receive and consume the benefits and it is determined that the performance obligation is satisfied over time. In addition, since it is determined that customers receive equal benefits over the service periods from the cleaning services, revenue from cleaning services is recognized on a straight-line method over the service period.

The Company provides property management services in shopping malls, business office building, or residential apartments to all tenants and property owners. Property management services include cleaning, landscaping, public facilities maintenance and other traditional services. The Company identified property management services as a single performance obligation as the kinds of service in the contract are not capable of being distinct.

The consideration of providing property management services is fixed and agreed in the property management service agreement.

The Company recognizes the property management revenue on a straight-line basis over the terms of the property management agreement, generally over one year period because its customer simultaneously receives and consumes the benefits provided by the Company throughout the performance obligations period.

The Company recognized advance payments from its customer prior to revenue recognition as contract liability until the revenue recognition performance obligation are met. As of June 30, 2025 and December 31, 2024, the Company did not have any contract liability.

The Company provides security guard services in business office building, or residential apartments to all tenants and property owners. Security guard services include exercising entry and exit control, protecting company properties, emergency, preventing thefts, robberies and vandalism, etc. The Company identified security guard services as a single performance obligation as the kinds of service in the contract are not capable of being distinct.

The consideration of providing security services is based on the incentive payment model works by pegging the monthly pay-outs to the performance score of the security services as stipulated in the contract. The Group has provided security services since 2017 and has long-term cooperation experience with property owners. Thus, the Company has accumulated sufficient experience on monitoring the progress in providing security services and will adjust the estimated consideration on a timely manner. Therefore, there is no significant constraining estimates of variable consideration.

The Group provides security guard services, customers simultaneously receive and consume the benefits and it is determined that the performance obligation is satisfied over time. In addition, since it is determined that customers receive equal benefits over the service periods from the security guard services, revenue from security guard services is recognized on a straight-line method over the service period.

The Group enters into contracts with corporate customers to provide manpower outsourcing services, arranging casual workers with corresponding abilities and qualifications on demand to fulfil corporate customers’ various operation needs. The Group identifies only one performance obligation in manpower outsourcing services as the contract comprises of a series of distinct services that are substantially the same and have the same pattern of transfer to the corporate customers, which is to provide casual workers in accordance with the demand of corporate customers.

The contract consideration is determined by the hours casual workers have worked times their workday pay rate. Revenue from manpower outsourcing services is recognized over time as the Group has an enforceable right to payment for performance completed to date.

The contract payment is not subject to any variable consideration, refund, cancellation or termination provision. Customers generally make the payment within one or two months after monthly reconciliation of service considerations with the Group.

Principal versus agent considerations

For the manpower outsourcing services provided, the Group considers itself the principal and recognizes revenue on a gross basis as it controls the services through the following key considerations:

The Group enters into contracts with corporate customers to provide web design and development services. These services are typically offered as a bundled solution under a single contract scope, including website planning, UI/UX design, backend development, etc,

The Group identify only one performance obligation in these contracts, which is to provide an integrated web design and development services, as the individual promise are highly interrelated and are integrated to deliver a combined output that the customer has contracted for.

The contract consideration is typically based on a fixed fee and payments are due upon completion of specific deliverables or at agreed intervals. The contracts are generally not subject to refund, variable consideration, or cancellation clauses once milestones are met and approved.

Revenue is recognized at a point of time when the performance obligation is satisfied and accepted by the customers.

The Group enters into contracts with corporate customers to provide digital marketing solutions tailored to the customers’ business operations. These services are typically offered as a bundled solution under a single contract scope, including Search Engine Optimization (“SEO”), Search Engine Marketing (“SEM”), content marketing and etc.

The Group identify only one performance obligation in these contracts, which is to provide a comprehensive digital marketing services, as the individual promise are highly interrelated and are integrated to deliver a combined output that the customer has contracted for.

The contract consideration is typically based on a fixed fee and payments are due upon completion of specific services or at agreed intervals. The contracts are generally not subject to refund, variable consideration, or cancellation clauses once milestones are met and approved.

The customers simultaneously receive and consume the benefits of the performance obligation performed by the Group and it is determined that the performance obligation is satisfied over time. The Group adopts the practice expedient in accordance with IFRS 15.B16, as the Group has a right to consideration from the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Given that the Group’s digital marketing service contracts involve billing on a fixed amount per month, revenue is recognized based on the amount the Group is entitled to invoice.

The Group accounts for business combinations under the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired sett has the ability to produce outputs.

The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costed are expensed as incurred, except if related to the issue of debt or equity securities.

The Group measure the non-controlling interest for the business combination in which the Group holds less than 100% of the equity interest in the acquiree at their proportionate interest in the net assets of the acquiree, at the date of acquisition.

The consideration transferred does not include amounts related to the settlement of pre-existing relationship. Such amounts are generally recognized in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instruments is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in the measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.

Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days. No interest is charged on the outstanding balances.

During 2020, the Group entered a trade receivable financing arrangement (“Arrangement”) with a financial institution (“Factor”). Pursuant to the terms of the arrangement, the Group sells amounts of its trade receivable balances to the Factor as absolute owner with full recourse against the Group. In accordance with IFRS 9, Financial Instruments (“IFRS 9”), the Group concluded that the transaction with the Factor represents a transfer of financial assets in which the Group retains effective control over the transferred trade receivables. As such it was determined that the transfer of financial assets should be recorded as a recourse liability. Furthermore, the Group shall continue to report the transferred financial asset in its unaudited condensed consolidated statements of financial position with no change in the assets’ measurement. Accordingly, the Group records the trade receivables on its Unaudited Condensed Consolidated Statement of Financial Position and records a recourse liability for the amount received from the Factor towards factored trade receivables. For non-notified customers, the arrangement with the Factor is such that the customers remit cash directly to the Group and the Group transfers the collected amounts to the Factor. For notified customers, the arrangement with the Factor is such that the customers remit cash directly to the Factor.

For non-notified customers, the Factor remits 75% of the trade receivable balance to the Group and the rate increased to 85% based on the terms of variation with effect from November 22, 2022. The funding limit was S$1,200,000 at the inception of the arrangement and increased to S$1,750,000 based on the terms of variation with effect from November 22, 2022. The funding limit was further increased by S$500,000 with the addition of the facility under YY Circle (SG) Pte Ltd based on the offer letter on February 22, 2023 and then further decreased by S$250,000 under Hong Ye Group Pte Ltd. based on the terms of variation with effect from July 5, 2023. Pursuant to the terms of variation dated on March 21, 2023, the discount charge fee and service fee will change to a charge rate of 7.0% and 0.35%, respectively with effect from April 1, 2023 under Hong Ye Group Pte Ltd. The discount charge fee and service fee will be a charge rate of 7.0% and 0.35%, respectively with effect from February 22, 2023 for the additional facility under YY Circle (SG) Pte Ltd. Pursuant to the terms of variation dated on June 19, 2024, the discount charge fee changed to a charge rate of 7.7%, with effect from July 1, 2024 under Hong Ye Group Pte Ltd and YY Circle (SG) Pte Ltd.

For notified customers, the Factor remits 80% of the trade receivable balance to the Group and the rate increased to 90% based on the terms of variation with effect from November 22, 2022. The funding limit was S$1,300,000 at the inception of the arrangement and increased to S$1,750,000 based on the terms of variation with effect from November 22, 2022. The funding limit was further increased by S$500,000 with the addition of the facility under YY Circle (SG) Pte Ltd based on the offer letter on February 22, 2023 and then further increased by S$500,000 and decreased by S$250,000 under YY Circle (SG) Pte Ltd and Hong Ye Group Pte Ltd, respectively, based on the terms of variation with effective from July 5, 2023. Pursuant to the terms of variation dated on March 21, 2023, the discount charge fee and service fee will change to a charge rate of 7.0% and 0.35%, respectively with effect from April 1, 2023 under Hong Ye Group Pte Ltd. The discount charge fee and service fee will be a charge rate of 7.0% and 0.35%, respectively with effect from February 22, 2023 for the additional facility under YY Circle (SG) Pte Ltd.  Pursuant to the terms of variation dated on June 19, 2024, the discount charge fee changed to a charge rate of 7.7%, with effect from July 1, 2024 under Hong Ye Group Pte Ltd and YY Circle (SG) Pte Ltd.

As of June 30, 2025 and December 31, 2024, the Group recorded a recourse liability of $3,978,394 and $2,397,078, respectively, towards the factor which is included in current loans and borrowings on the unaudited condensed consolidated statements of financial position. The cost of factoring is included as a component of finance cost in the accompanying unaudited consolidated statements of profit or loss and other comprehensive (loss) income. During the six months ended June 30, 2025 and 2024, the Group incurred $232,386 and $129,665 in factoring fee, respectively.

The following information shows the carrying amount of trade receivables at the reporting date that have been transferred but have not been derecognized and the associated liabilities.

The costs of the acquired right-of-use were $776,741 and $52,664 for the six months ended June 30, 2025 and 2024, respectively. 

The depreciation expense recorded for the six months ended June 30, 2025 and 2024 is $89,044 and $64,461, respectively.

The costs of the acquired property and equipment were $131,352 and $98,814 for the six months ended June 30, 2025 and 2024.

Acquisition of Mediaplus Venture Group Pte. Ltd. (“Mediaplus”)

On October 21, 2024, the Company, through its wholly owned subsidiary Mediaplus Limited, a company incorporated in the British Virgin Islands, entered into a Share Purchase Agreement (the “SPA”) with two third-party individuals (the “Vendors”) to acquire 5,400 ordinary shares of Mediaplus Venture Group Pte. Ltd. (“Mediaplus”). Mediaplus was incorporated in Singapore on August 12, 2024 and is principally engaged in the information technology consultancy business. Mediaplus also has four subsidiaries operating in Singapore and Malaysia, which are primarily engaged in web design and development and digital marketing services.

In accordance with the SPA, the completion date of the acquisition was January 2, 2025, upon which Mediaplus Limited acquired 5,400 ordinary shares, representing 54% of the voting interests in Mediaplus. Accordingly, Mediaplus became a subsidiary of the Company and has been consolidated into the Group’s financial statements from the acquisition date.

This strategic acquisition reflects the Company’s commitment to strengthening its digital capabilities and enhancing operational synergies by integrating website development and digital marketing functions within the Group. The acquisition enables the Company to deepen its technology offerings while delivering cost-efficient, scalable solutions to its expanding global client base.

Pursuant to the SPA, the total purchase consideration for the Sale Shares amounted to SGD 1,350,000 (equivalent to $992,428), of which SGD 1,325,000 (equivalent to $974,050) was payable in cash. The remaining SGD 25,000 (equivalent to $18,378) was to be settled through the issuance of 9,260 Class A ordinary shares of the Company (the “Consideration Shares”). On April 11, 2025, the Company completed the issuance of 9,260 Class A ordinary shares from treasury shares to the Vendors as settlement of the share-based component of the consideration.

The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. The primary areas that remain preliminary relate to the fair values of goodwill and income taxes. Property and equipment are depreciated on a straight-line basis over the estimated useful lives, after taking into account the estimated residual value. Management reviews the estimated useful lives and residual value of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting year.

The following tables summarizes the consideration transferred to acquired Mediaplus at the date of acquisition:

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of January 2, 2025, which represents the net purchase price allocation at the date of the acquisition of Mediaplus:

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of Mediaplus was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net profit of Mediaplus for the period from the acquisition date to the date ended June 30, 2025 amounted $1,064,514 and 193,752, respectively.

Acquisition of Property Facility Services Pte. Ltd. (“PFS”)

On January 21, 2025, the Company entered into a Sale and Purchase Agreement (“SPA”) with three third-party individuals (the “Sellers”) to acquire 99.99% of the equity interest in Property Facility Services Pte. Ltd. (“PFS”). PFS was incorporated in Singapore on May 19, 2001 and is principally engaged in integrated facility management services.

This strategic acquisition strengthens the Company’s position in the Integrated Facility Management (“IFM”) industry and supports its long-term strategy of developing a comprehensive and technology-enabled IFM platform. By integrating PFS with the Company’s existing cleaning division, including the operations of Hong Ye Group Pte. Ltd., the Company aims to deliver fully integrated, cost-effective, and sustainable facility management solutions. The combined capabilities enhance operational synergies and position the Company as a competitive IFM provider in Singapore, with expanded service offerings tailored to evolving client needs.

On February 3, 2025, the Company completed the acquisition of PFS. Pursuant to the SPA, the total consideration for the acquisition amounted to SGD 1,600,000 (equivalent to $1,427,834), comprising the following components:

SGD 816,000 (equivalent to $596,448) in cash, payable on the acquisition date (the “Completion Payment”);

SGD 784,000 (equivalent to $573,057) in cash, payable on the Deferred Payment Date; provided that if the total net asset value of PFS as of December 31, 2024 is less than SGD 500,000 ($365,470), the deferred cash payment shall be reduced by the amount of such shortfall (the “Reduction”), up to a maximum reduction of SGD 500,000 ($365,470);

SGD 315,937 (equivalent to $258,329) to be settled through the issuance of 143,516 Class A ordinary shares of the Company (the “Consideration Shares”).

As of the date of issuance of these financial statements, the Company has paid the Completion Payment of SGD 816,000 (equivalent to $596,448). The remaining deferred cash consideration and the Consideration Shares are expected to be settled one year from the completion date, in accordance with the terms of the SPA.

The following tables summarizes the consideration transferred to acquired PFS at the date of acquisition:

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of February 3, 2025, which represents the net purchase price allocation at the date of the acquisition of PFS:

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of PFS was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net profit of PFS for the period from the acquisition date to the date ended June 30, 2025 amounted $1,564,510 and 173,550, respectively.

Acquisition of YY Circle (HK) Pte. Limited (“YYC HK”)

On April 10, 2025, the Company entered into a Share Purchase Agreement (“SPA”) with one third-party individual (the “Vendor”) to acquire 90% of the equity interest in YY Circle (HK) Pte. Limited (“YYC HK”), a company incorporated in Hong Kong. YYC HK is primarily engaged in providing intelligent labor matching services and smart cleaning services in Hong Kong. The issued and fully paid-up share capital of YYC HK comprises 1,000 ordinary shares, all of which were legally and beneficially owned by the Vendor prior to the acquisition.

The acquisition was completed on April 14, 2025, the date on which the Company obtained control of YYC HK in accordance with IFRS 3 Business Combinations through its 90% voting interest. From the acquisition date, YYC HK became a subsidiary of the Company.

This acquisition forms part of the Group’s broader strategy to expand its manpower outsourcing into the Hong Kong market, leveraging its technology-driven service platforms to strengthen its regional presence.

Pursuant to the SPA, the total purchase consideration for the Sale Shares was to be settled entirely through the issuance of 1,900,000 Class A ordinary shares of the Company (the “Consideration Shares”). Based on the Company’s closing market price of $1.24 per share on April 14, 2025, the fair value of the Consideration Shares was $2,356,000. The Consideration Shares are subject to a six-month lock-up period or earlier release upon the effectiveness of a registration statement filed with the U.S. Securities and Exchange Commission.

The following tables summarizes the consideration transferred to acquired YYC HK at the date of acquisition:

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of April 14, 2025, which represents the net purchase price allocation at the date of the acquisition of YYC HK:

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of YYC HK was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net loss of YYC HK for the period from the acquisition date to the date ended June 30, 2025 amounted $244,178 and 16,135, respectively.

Acquisition of YY Circle (Thailand) Company Ltd. (“YYC TH”)

On May 9, 2025, the Company, through its wholly owned subsidiary YY Holding (Thailand) Company Limited, entered into a Share Purchase Agreement (“SPA”) with one third-party individual (the “Vendor”) to acquire 49% of the equity interest in YY Circle (Thailand) Company Limited (“YYC TH”). YYC TH is a company incorporated in Thailand and engaged in providing services as an intermediary between service providers and service recipients through an online platform.

The acquisition was completed on June 2, 2025, which is defined as the Closing Date under the SPA. On this date, the Company obtained control over YYC TH as defined under IFRS 3 Business Combinations, through its ability to direct relevant activities and govern the financial and operating policies of YYC TH. From the acquisition date, YYC TH is consolidated as a subsidiary of the Company.

Pursuant to the SPA, the total contractual purchase consideration for the Sale Shares was $2,000,000, to be satisfied entirely through the issuance of 2,000,000 Class A ordinary shares of the Company (the “Consideration Shares”).

Based on the Company’s closing market price of $1.37 per share on June 2, 2025, the fair value of the Consideration Shares was determined as $2,740,000. The Consideration Shares are subject to a six-month lock-up period or earlier release upon registration with the U.S. Securities and Exchange Commission.

The following tables summarizes the consideration transferred to acquired YYC TH at the date of acquisition:

The following table summarizes the fair value of the identifiable assets acquired and liabilities at June 2, 2025, which represents the net purchase price allocation at the date of the acquisition of YYC TH:

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of YYC TH was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net loss of YYC TH for the period from the acquisition date to the date ended June 30, 2025 amounted $38,074 and 5,281, respectively.

Acquisition of Transocean Oil Pte. Ltd. (“Transocean”)

On May 5, 2025, the Company entered into a Share Purchase Agreement (“SPA”) with a third-party individual (the “Vendor”) to acquire 53% of the equity interest in Transocean Oil Pte. Ltd. (“Transocean”), a company incorporated in Singapore. Transocean is principally engaged in investment holding, with its revenue derived primarily from rental income from commercial properties.

The acquisition was completed on June 17, 2025, the date on which the Company obtained control of Transocean in accordance with IFRS 3 Business Combinations. From the acquisition date, Transocean became a majority-owned subsidiary of the Company. This acquisition forms part of the Group’s strategy to expand its portfolio into real estate and rental yield–generating assets to diversify revenue sources and enhance long-term stability.

Under the SPA, the consideration for the Sale Shares was contractually set at $2,925,000, to be settled through the issuance of 4,500,000 Class A ordinary shares of the Company (“Consideration Shares”). On June 17, 2025, the Company’s closing market price was $1.84 per share. Accordingly, the fair value of the Consideration Shares was determined as $8,280,000. The Consideration Shares are subject to a one-year lock-up, or earlier release following the effectiveness of a registration statement with the U.S. Securities and Exchange Commission.

The following tables summarizes the consideration transferred to acquired Transocean at the date of acquisition:

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of June 17, 2025, which represents the net purchase price allocation at the date of the acquisition of Transocean:

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of Transocean was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net loss of Transocean for the period from the acquisition date to the date ended June 30, 2025 amounted $63,247 and 159,940, respectively. 

Acquisition of Uniforce Security Services Pte. Ltd. (“UFS”)

On June 2, 2025, the Company entered into a Share Purchase Agreement (“SPA”) with a third-party individual (the “Vendor”) to acquire 100% of the equity interest in Uniforce Security Services Pte. Ltd. (“UFS”), a company incorporated in Singapore. UFS is principally engaged in providing private security service to residential and commercial areas.

The acquisition was completed on June 5, 2025, the date on which the Company obtained control of UFS in accordance with IFRS 3 Business Combinations. This acquisition forms part of the Group’s strategy to expand its portfolio into integrated facility management to diversify revenue sources and enhance long-term stability.

Under the SPA, the consideration for the Sale Shares was contractually set at SGD1,000,000 (equivalent to $776,699), comprising the following components:

SGD 200,000 (equivalent to $155,340) in cash, payable on the acquisition date (the “Completion Payment”);

SGD 300,000, (equivalent to $233,010) in cash on 31 December 2025

SGD 300,000, (equivalent to $233,010) in cash on 31 March 2026

SGD 200,000, (equivalent to $155,341) in cash on 30 June 2026

As of the date of issuance of these financial statements, the Company has paid the Completion Payment of SGD 200,000 (equivalent to $155,340). The remaining deferred cash consideration and the Consideration Shares are expected to be settled one year from the completion date, in accordance with the terms of the SPA.

The following tables summarizes the consideration transferred to acquired UFS at the date of acquisition:

The following table summarizes the fair value of the identifiable assets acquired and liabilities as of June 5, 2025, which represents the net purchase price allocation at the date of the acquisition of UFS:

The goodwill primarily reflects the skills and technical expertise of Group’s workforce, as well as the synergies anticipated from integrating the Company into the Group’s existing Standard Papers operations. None of the goodwill recognized is expected to be deductible for tax purposes.

The Group concluded that the acquisition of UFS was not significant based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05. Pursuant to IFRS 3. B64(q)(ii), the unaudited pro forma information of the Group for the six months ended June 30, 2025 set forth below gives effect to the business combination as if it had occurred on January 1, 2025 and combines the results of operations of the Group since then. The unaudited pro forma information is presented after applying the Group’s accounting policies and elimination intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would actually have been occurred had the business combination been consummated as of that time or that may result in the future:

Pursuant to IFRS 3. B64(q)(i), unaudited revenue and net profit of UFS for the period from the acquisition date to the date ended June 30, 2025 amounted $414,612 and 410,531, respectively.

As of June 30, 2025, the Group identified certain impairment indicators and perform the impairment testing. The recoverable amount was assessed at $1,697,000. The Group recorded an impairment loss of approximately $4,063,000 and nil for the six months ended June 30, 2025 and 2024. See Note 12 for detail.

Investment properties consist of two commercial units owned by Transocean Oil Pte. Ltd. (“Transocean”) and one commercial unit owned by Mediaplus Venture Group Pte. Ltd. (“Mediaplus”). These properties are held to generate rental income and for long-term capital appreciation and are leased to third-party tenants under non-cancellable lease arrangements.

Reconciliation of the carrying amount:

Transocean entered into a finance lease agreement with maximum lease term of 5 years. During the six months ended June 30, 2025 and 2024, Transocean recognized interest income on lease receivable of $16,201 and nil, respectively.

The following table sets out a maturity analysis of lease receivable, showing the undiscounted lease payments to be received after the reporting date. 

On April 21, 2025, the Company, through its wholly owned subsidiary 365IFM Pte. Ltd.(subsequently renamed to 24IFM Pte Ltd, entered into a Fixed Assets Sale and Purchase Agreement (the “Agreement”) with an individual (the “Seller”) to acquire the 24iFM facility management software, including the associated source code, documentation, login credentials, and related intellectual property rights.

The acquisition involved only a single identifiable intangible asset and did not constitute a business under IFRS 3 Business Combinations, as no workforce, processes, or integrated set of activities capable of producing outputs were acquired. Accordingly, the transaction was accounted for as an asset acquisition.

Under the Agreement, the consideration was contractually set at $1,600,000, to be satisfied through the issuance of 4,000,000 common shares of YY Group Holding Limited (“YYGH”). The Company issued the 4,000,000 shares to the Seller on June 10, 2025, when the market price of the Company’s Class A ordinary shares was $1.44 per share. Therefore, the fair value of the consideration transferred is determined as $5,760,000. As of June 30, 2025, the Group identified certain impairment indicators and perform the impairment testing. The recoverable amount was assessed at $1,697,000 and the Group recorded an impairment loss of approximately $4,063,000 for the six months ended June 30, 2025.

Most of the guaranteed bank loans are jointly guaranteed by Mr. Fu Xiaowei and Ms. Zhang Fan, the CEO of the Group and his spouse.

The weighted average effective interest rates per annum of guaranteed bank loans and financial institution loans is 10.96%. 

Subsequently to the date of issuance of the unaudited condensed consolidated financial statements, all the guaranteed bank loans and financial institution loans were repaid upon maturity without default.

Holders of class A shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. The holder of class B shares is not entitled to dividends as declared from time to time and is entitled to twenty (20) vote per share at general meeting of the Company.

During the six months ended June 30, 2025, the Group completed a series of transactions to acquire interests in several subsidiaries and asset groups pursuant to their respective share purchase agreements (“SPAs”) and asset purchase agreements (Note 10 and Note 11). In connection with these acquisitions, YY Group Holding Limited issued an aggregate 12,400,000 Class A ordinary shares, with no par value, representing total fair value consideration of $19,136,000 based on the respective market prices at the acquisition dates and contributing $19,136,000 to equity. In addition, the Company transferred 9,260 Class A ordinary shares from treasury shares, with a historical cost of $0.7084 per share, in relation to the acquisition of Mediaplus Venture Group Pte. Ltd.

In February, 2025, a total of 2,150,000 Class A ordinary shares under its 2024 Share Incentive Plan to certain employees as compensation for their past service. This issuance, highlights the company’s commitment to rewarding employee loyalty and could improve staff retention, potentially impacting the company’s operational efficiency and market competitiveness.

On April 11, 2025, the Company transferred 55,556 Class A ordinary shares from treasury shares to a shareholder, for total consideration of $1, resulting in a loss of $39,354, based on the historical unit cost of $0.7084 per share.

The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

Share-based compensation reserves represent the equity set aside for stock-based payments to employees, executives, and external consultants. These reserves arise when a company grants shares or stock options as part of its compensation strategy, recording them as an expense with a corresponding increase in equity. The primary purpose of share-based compensation reserves is to attract, retain, and incentivize key personnel while aligning their interests with the company’s long-term growth. Additionally, it helps preserve cash by offering equity instead of cash payments and serves as a performance-based reward system. Companies also use these reserves to compensate external consultants or advisors, supporting business development and strategic initiatives.

On April 11, 2025, the Company transferred 55,556 Class A ordinary shares from treasury shares to a shareholder, Qin Qin, for total consideration of $ 1, resulting in a loss of $ 39,354 based on the historical unit cost of $ 0.7084 per share. On the same date, the Company also transferred 9,260 Class A ordinary shares from treasury shares as part of the purchase consideration for the acquisition of Mediaplus Venture Group Pte. Ltd., representing a total consideration of SGD 25,000 (equivalent to $19,596).

The following table sets forth the computation of basic and diluted (loss)/earnings per share attributable to shareholders for the six months ended June 30, 2025 and 2024.

The Group has the following strategic divisions which are its operating and also reportable segments. These segments offer different products and services, and are generally managed separately from a commercial, technological, marketing, operational and regulatory perspective. The Group’s chief executive officer (the Chief Operating Decision Maker or CODM) reviews performance of each segment on a monthly basis for purposes of business management, resource allocation, operating decision making and performance evaluation.

The following summary describes the operations of each reportable segment:

The CODM evaluates operating segments based on revenue and Segment profit (loss). Total revenue for reportable segments equals consolidated revenue for the Group. Segment (loss) profit is defined as net profit or loss of each operating segment excluding the unallocated overhead cost.

Assets and liabilities are predominantly reviewed by the CODM at a consolidated level and not at a segment level. Within the Group’s non-current assets are property and equipment which are primarily located in Singapore. Other non-current assets such as right-of-use assets are predominantly regional assets that are not attributed to a segment.

Segment assets and liabilities

Geographic allocation

All business units of the Group are operating in Singapore, Malaysia, Hong Kong, Thailand, Vietnam, United Kingdom, Netherlands, Germany and Australia. The Group allocates revenue on the basis of the location of the customer. The geographic revenue generates majority from Singapore and Malaysia, while less than 10% of the Group’ revenue generated from other countries.

The tax on the Group’s (loss)/profit before income tax differs from the theoretical amount that would arise using the Singapore’s standard rate of income tax as follows: