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UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

Washington,\nD.C. 20549

FORM\n20-F

☐ REGISTRATION\nSTATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒\nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For\nthe fiscal year ended June 30, 2026

☐\nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For\nthe transition period from _______ to _______

☐\nSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date\nof event requiring this shell company report

Commission\nfile number: 001-42527

Basel\nMedical Group Ltd

(Exact\nname of Registrant as specified in its charter)

Not\nApplicable

(Translation\nof Registrant’s name into English)

British\nVirgin Islands D8

(Jurisdiction\nof incorporation or organization)

6\nNapier Road,

Unit\n#02-10/11 Gleneagles Medical Centre

Singapore\n258499

(Address\nof principal executive offices)

Dr.\nDarren Yen Feng Chhoa

contact@baselmedical.com

6\nNapier Road,

Unit\n#02-10/11 Gleneagles Medical Centre

Singapore\n258499

(Name,\nTelephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities\nregistered or to be registered, pursuant to Section 12(b) of the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title\n of each class		Trading\n Symbol(s)		Name\n of each exchange on which registered
Ordinary shares with\n no par value		BMGL		The Nasdaq Stock Market\n LLC

Securities\nregistered or to be registered pursuant to Section 12(g) of the Act:

None

(Title\nof Class)

Securities\nfor which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title\nof Class)

Indicate\nthe number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of business covered\nby the annual report: 1,582,111 ordinary shares as of June 30, 2026, after giving effect to the 1-for-12 reverse share split effected\nJune 22, 2026.

Indicate\nby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If\nthis report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section\n13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate\nby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)\nhas been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate\nby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule\n405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files). Yes ☒ No ☐

Indicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth\ncompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”\nin Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n

Large accelerated filer\n ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company\n ☒

If\nan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards †\nprovided pursuant to Section 13(a) of the Exchange Act. ☐

†\nThe term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards\nBoard to its Accounting Standards Codification after April 5, 2012.

Indicate\nby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness\nof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered\npublic accounting firm that prepared or issued its audit report. ☐

If\nsecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant\nincluded in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate\nby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation\nreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate\nby check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

\n \n \n \n \n

U.S. GAAP ☐

International Financial Reporting Standards as issued by

the\n International Accounting Standards Board ☒

Other ☐

If\n“Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant\nhas elected to follow. Item 17 ☐ Item 18 ☐

If\nthis is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange\nAct). Yes ☐ No ☒

(APPLICABLE\nONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate\nby check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities\nExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE\nOF CONTENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

CONVENTIONS AND FREQUENTLY USED TERMS	1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3

PART I	4

ITEM 1.		IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	4

ITEM 2.		OFFER STATISTICS AND EXPECTED TIMETABLE	4

ITEM 3.		KEY INFORMATION	4

ITEM 4.		INFORMATION ON THE COMPANY	25

ITEM 4A.		UNRESOLVED STAFF COMMENTS	34

ITEM 5.		OPERATING AND FINANCIAL REVIEW AND PROSPECTS	34

ITEM 6.		DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	38

ITEM 7.		MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	44

ITEM 8.		FINANCIAL INFORMATION	47

ITEM 9.		THE OFFER AND LISTING	48

ITEM 10.		ADDITIONAL INFORMATION	49

ITEM 11.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	53

ITEM 12.		DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	54

PART II	54

ITEM 13.		DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	54

ITEM 14.		MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	54

ITEM 15.		CONTROLS AND PROCEDURES	55

ITEM 16.		[RESERVED]	56

ITEM 16A.		AUDIT COMMITTEE AND FINANCIAL EXPERT	56

ITEM 16B.		CODE OF ETHICS	56

ITEM 16C.		PRINCIPAL ACCOUNTANT FEES AND SERVICES	57

ITEM 16D.		EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	57

ITEM 16E.		PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	57

ITEM 16F.		CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	57

ITEM 16G.		CORPORATE GOVERNANCE	58

ITEM 16H.		MINE SAFETY DISCLOSURE	58

ITEM 16I.		DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	58

ITEM 16J.		INSIDER TRADING POLICIES	58

ITEM 16K.		CYBERSECURITY	59

PART III	59

ITEM 17.		FINANCIAL STATEMENTS	59

ITEM 18.		FINANCIAL STATEMENTS	59

ITEM 19.		EXHIBITS	60

EXHIBIT INDEX	60

SIGNATURE	61

CONVENTIONS\nAND FREQUENTLY USED TERMS

In\nthis annual report, unless the context otherwise requires, the “Company,” “Basel Medical” and references to “we,”\n“us,” or similar references should be understood to be references to Basel Medical Group Ltd, a BVI business company incorporated\nin the BVI and its subsidiaries.

Certain\namounts and percentages that appear in this annual report may not sum due to rounding.

Unless\notherwise stated or unless the context otherwise requires, in this annual report:

Companies\nand Personnel within our Group

“Basel\nMedical” refers to Basel Medical Group Ltd, a BVI business company incorporated in the BVI;

“FY”\nrefers to financial year, and “FY2024”, “FY2025” and “FY2026” refer to the financial years ended\nJune 30, 2024, 2025 and 2026 respectively;

“Group”\nrefer to Basel Medical and its subsidiaries;

“Rainforest\nCapital VCC” refers to Rainforest Capital VCC, a variable capital company incorporated in Singapore;

“Basel\nMedical Singapore” or “Singmed Specialists” refers to Singmed Specialists Pte. Ltd., a company incorporated in Singapore,\nwhich changed its corporate name to Basel Medical Group Pte. Ltd. in October 2024;

“SKC”\nrefers to Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd., a company incorporated in Singapore;

“SKS”\nrefers to Singapore Knee, Sports and Orthopaedic Services Pte. Ltd., a company incorporated in Singapore;

“SSO\nClinic” refers to Singapore Sports & Orthopaedic Clinic Pte. Ltd., a company incorporated in Singapore;

“SSO\nServices” refers to Singapore Sports & Orthopaedic Services Pte. Ltd., a company incorporated in Singapore;

“SSOC”\nrefers to SSOC Pte. Ltd., a company incorporated in Singapore;

“SSOS”\nrefers to SSOS Pte. Ltd., a company incorporated in Singapore;

“PA”\nor “SSPC” refers to Singapore Sports and Physiotherapy Centre Pte. Ltd., a company incorporated in Singapore, which changed\nits corporate name to Pharma Avenue Pte. Ltd. in June 2025;

“SSOC\nNovena” refers to SSOC Novena Pte. Ltd., a company incorporated in Singapore;

“SSOC\nFarrer Park” refers to SSOC Farrer Park Pte. Ltd., a company incorporated in Singapore;

“SSOC\nOrchard” refers to SSOC Orchard Pte. Ltd., a company incorporated in Singapore;

Technical\nTerms

“CT”\nrefers to computed tomography;

“endoscope”\nrefers to an illuminated optical, typically slender and tubular instrument used to look deep into the body and used in procedures called\nan endoscopy;

“MediSave”\nrefers to Singapore’s national medical savings scheme;

“MOH”\nrefers to the Ministry of Health of Singapore;

“MRI”\nrefers to magnetic resonance imaging;

“orthopedic”\nrefers to a branch of medicine that focuses on the diagnosis, correction, prevention, and treatment of patients with disorders of the\nmusculoskeletal system comprising the bones, joints, muscles, ligaments, tendons, nerves and skin;

“SMC”\nrefers to Singapore Medical Council;

General\nconventions

“amended\nand restated memorandum and articles of association” refers to our memorandum and articles of association currently in effect;

“BVI”\nrefers to the British Virgin Islands;

“BVI\nAct” refers to the BVI Business Companies Act (As Revised) as the same may be amended from time to time;

“IFRS”\nrefers to the International Financial Reporting Standards;

“Ordinary\nShares” or “Shares” refer to Basel Medical’s ordinary shares;

“S$”\nor Singapore dollars refers to the legal currency of Singapore;

“SEC”\nrefers to the Securities and Exchange Commission; and

“US$,”\n“$” and “U.S. dollars” refer to the legal currency of the United States.

CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS

This\nannual report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding\nfuture events or future results of operations or financial condition and therefore are, or may be deemed to be, “forward-looking\nstatements.” These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities\nLitigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology,\nincluding the terms “believe,” “estimate,” “anticipate,” “expect,” “seek,”\n“project,” “intend,” “plan,” “may,” “will” or “should” or, in\neach case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are\nnot historical facts. They appear in a number of places throughout this annual report and include statements regarding our intentions,\nbeliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects,\ngrowth, strategies, future market conditions or economic performance and developments in the capital markets, expected future financial\nperformance, the markets in which we operate, and the macroeconomic, political and regulatory environment. Such forward-looking statements\nare based on currently available information and management’s current expectations, beliefs and forecasts concerning future events\nimpacting us. Factors that may impact such forward-looking statements include:

	●	The expected growth of\n demand for orthopedic treatment;

	●	Our expectations regarding\n the size and growth rate of our patients and customer base;

	●	The regulatory environment\n and changes in laws, regulations or policies in the jurisdictions in which we operate;

	●	Our ability to successfully\n compete in highly competitive industries and markets;

	●	Breaches of laws or regulations\n in the operation and management of our current and future businesses and assets;

	●	The overall economic environment\n and general market and economic conditions in the jurisdictions in which we operate and the global economic condition;

	●	Our ability to execute\n our strategies, manage growth and maintain our corporate culture as we grow;

	●	Our anticipated investments\n in new products and offerings, and the effect of these investments on our results of operations;

	●	Changes in the need for\n capital and the availability of financing and capital to fund these needs;

	●	Anticipated technology\n trends and developments and our ability to address those trends and developments with our services and offerings;

	●	Changes in interest rates\n or rates of inflation;

	●	Exchange rate fluctuations;

	●	Man-made or natural disasters,\n including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God\n such as floods, earthquakes, wildfires, typhoons and health epidemics, pandemics or disease outbreaks that may directly or indirectly\n affect our business or assets;

	●	The loss of key personnel\n and the inability to replace such personnel on a timely basis or on acceptable terms;

	●	Legal, regulatory and other\n proceedings;

	●	Our ability to maintain\n the listing of our securities on NASDAQ; and

	●	The results of any future\n financing efforts.

The\nforward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments\nand their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.\nThese forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions\nthat may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.\nThese risks and uncertainties include, but are not limited to, those factors described under “Item 3. Key Information-D. Risk Factors.”\nShould one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may\nvary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise\nany forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable\nsecurities laws. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement\nmade in this annual report or elsewhere might not occur.

PART\nI

ITEM\n1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not\napplicable.

ITEM\n2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not\napplicable.

ITEM\n3. KEY INFORMATION

A.\n[Reserved]

B.\nCapitalization and Indebtedness

Not\napplicable.

C.\nReasons for the Offer and Use of Proceeds

Not\napplicable.

D.\nRisk Factors

Summary\nof Risk Factors

An\ninvestment in our Ordinary Shares involves significant risks. Below is a summary of material risks we face, organized under relevant\nheadings. These risks are discussed more fully after this summary. You should carefully consider the risks below and after this summary\nbefore making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair\nour business operations. Our business, financial condition, results of operations or prospects could be materially and adversely affected\nby any of these risks.

Risks\nRelated to Our Business

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	We are dependent on our\n key medical practitioners.

	●	We occasionally depend\n on external medical practitioners and vendors, and at times, we may enlist locum doctors to support our operations.

	●	We experience competition\n from other similar healthcare service providers in private and government-owned hospitals, medical centers and clinics.

	●	Our business relies to\n some extent on the recognition of our brand names and trademarks, as well as the reputation of our specialist doctors.

	●	We are dependent on the\n continuing operations of the private hospital and medical center where we conduct our business.

	●	We depend on a number of\n key relationships with corporations for patient volume.

	●	Increase in operating costs,\n namely lease rental rates and risk of relocation, may cause disruption to our business operations.

	●	We are exposed to the credit\n risks of customers.

	●	Our control over suppliers\n and the quality of the products they provide is limited. If these products are not manufactured in accordance with the relevant quality\n standards, it could have a significant adverse impact on our business and reputation.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	We may be affected by technological\n disruptions in the healthcare sector.

	●	Technological advancements,\n failures, and other challenges associated with our medical equipment and information technology systems have the potential to negatively\n impact our business.

	●	We face potential risks\n associated with cybersecurity and the handling of personal information and medical data.

	●	The failure to safeguard\n our intellectual property rights or any infringement of third-party rights could have detrimental effects on our business.

	●	Any failure to comply with\n the restrictions in our bank loans could result in an event of default that could materially adversely affect our business, financial\n condition, and results of operations.

	●	A significant product liability\n lawsuit may affect our financial performance and reputation.

Risks\nRelated to the Medical Healthcare Industry

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Private healthcare services\n may decline due to a number of factors affecting the Company’s revenue.

	●	We may be affected by the\n spread or outbreak of any contagious or virulent diseases.

	●	Our business is subject\n to risks related to medical and legal claims, regulatory actions, and professional liability arising from our clinical and specialist\n services.

	●	We may not have adequate\n insurance coverage in place despite having mandatory professional malpractice insurance.

	●	We must comply with regulations\n and licensing conditions governing the healthcare sector, and compliance may involve significant costs. There is a risk that we may\n not retain, renew, or obtain the necessary licenses and permits for our business operations.

	●	The regulation of healthcare\n fees and the potential rise in the number of medical practitioners could have adverse effects on our business.

	●	Challenges faced by the\n healthcare industry may also have an effect on the Company.

	●	We are subject to political,\n economic and social developments as well as the laws, regulations and licensing requirements in Singapore.

Risks\nRelated to Ownership of Our Shares

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	The exercise of the common\n warrants issued in the October 2026 Offering, including through the zero cash exercise price option, will dilute our existing shareholders\n and could cause the market price of our Ordinary Shares to decline.

	●	Our outstanding common\n warrants are speculative in nature, have no public market, and confer no rights as shareholders until exercised.

	●	Nasdaq may halt trading\n in our Ordinary Shares on Nasdaq or delist our Ordinary Shares for public interest concerns as a result of this offering.

	●	We incur additional costs\n as a result of becoming a public company, which could negatively impact our net income and liquidity.

	●	The obligation to disclose\n information publicly may put us at a disadvantage to competitors that are private companies.

	●	We are a “foreign\n private issuer” within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable\n to U.S. domestic public companies and subject to reporting obligations that, to some extent, are more lenient and less frequent than\n those of a U.S. issuer. As a result, we may not provide you the same information as U.S. domestic public companies or we may provide\n information at different times, which may make it more difficult for you to evaluate our performance and prospects.

	●	We are an “emerging\n growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will\n make our ordinary shares less attractive to investors.

	●	The market price of our\n ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares\n at or above the price you paid.

	●	Any resale of our ordinary\n shares in the public market may cause the market price of our ordinary shares to decline.

	●	Future issuances or sales,\n or perceived issuances or sales, of substantial amounts of ordinary shares in the public market could materially and adversely affect\n the prevailing market price of the ordinary shares and our ability to raise capital in the future.

	●	Future financing may cause\n a dilution in your shareholding or place restrictions on our operations.

	●	Our major shareholder controls\n a substantial proportion of voting power over our Group and this may limit your ability to influence the outcome of decisions requiring\n the approval of shareholders.

	●	There may not be an active,\n liquid trading market for our ordinary shares.

	●	We\n are subject to financial reporting rules and timeliness requirements of financial reports. \n
	●	Our internal controls over\n financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their\n effectiveness, which could have a significant and adverse effect on our business and reputation.

	●	We are a BVI company and,\n because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S. law, you may have less\n protection for your member rights than you would under U.S. law.

	●	Because we do not expect\n to pay dividends in the near future, you must rely on price appreciation of the ordinary shares for return on your investment.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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

	●	You may incur additional\n costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in the British\n Virgin Islands or Singapore based on U.S. or other foreign laws against us, our management or the experts named in this report.

	●	The price of our ordinary\n shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be due to factors\n unrelated to our actual or forecasted operating performance and financial condition or prospects, making it difficult for prospective\n investors to assess the underlying value of our ordinary shares.

	●	We and certain of our current\n and directors or officers may be subject to securities litigation, which is expensive and could divert management attention.

	●	If securities or industry\n analysts do not publish research reports about us or our business, or if such analysts issue adverse recommendations regarding our\n ordinary shares, the market price for our ordinary shares or trading volume could decline.

	●	If we cannot satisfy, or\n continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our ordinary shares may be delisted,\n which could negatively impact the price of our securities and your ability to sell them.

	●	Anti-takeover provisions\n in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.

	●	You may be unable to present\n proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Risks\nRelated to our Business

We\nare dependent on our key medical practitioners.

Our\nGroup’s specialist orthopedic, trauma, sports medicine and neurosurgical business, health screening and general practice is spearheaded\nby our key medical practitioners who are all medical professionals with extensive experience in their respective subspecialties. They\neach play an instrumental role in our Group. If our Group should lose any of their services, it is expected that our Group’s specialist\northopedic, trauma, sports medicine, neurosurgical, health screening and general practice services business would be adversely affected.\nThere is no assurance that our medical practitioners will continue or renew their employment with us. Competition for medical practitioners\nmay require us to enhance our various remuneration packages in order to remain competitive in recruiting or retaining our employees,\nwhich may significantly increase our employee benefits expense. The loss of the services of any of our key medical practitioners without\nsuitable and timely replacements or an inability to attract and recruit qualified medical specialists may have a material adverse effect\non our Group’s business, financial position, results of operations and prospects. In addition, certain of the licenses upon which\nwe rely are issued to certain of our medical practitioners, and if we were to lose the employment of such persons, we may face temporary\ndisruptions to the operation of our business while we reapply for such licenses in the name of other of our medical practitioners, which\nmay have a detrimental effect on our Group’s business, financial position and results of operations.

Our\ncontinued expansion may also be hampered if we are unable to employ sufficiently skilled and qualified medical practitioners to support\nour operations. It is crucial for our Group to recruit and retain sufficiently skilled and qualified medical practitioners to join us\nas we rely on their professional judgement in providing consistent and standardized experience and services to our patients. In the event\nof any erroneous clinical decision and any misjudgment or action on the part of our medical practitioners, we may need to divert a significant\namount of resources and incur extra expenses to handle such incidents. In addition, if our reputation or brand image is damaged and/or\nour medical practitioners are required to suspend his/her medical practice as a result of such medical incidents, it could materially\nand adversely affect our business and financial conditions, operating results and business prospects.

We\noccasionally depend on external medical practitioners and vendors, and at times, we may enlist locum doctors to support our operations.

We\noccasionally depend on external medical practitioners, and at times, we may enlist locum doctors to support our operations. If our key\nmedical specialists were to leave our Group, we may require substantial time to find replacements and we may have to rely on external\nmedical practitioners for extended periods of time. We also rely on external vendors and service providers who second radiologists to\nus for our patients. Although we typically engage experienced locum doctors or external service providers with whom we are familiar,\nthere is no guarantee that the quality of service they provide will surpass or match the level offered by our regular medical practitioners.\nIn addition, certain of the licenses upon which we rely are issued to external professionals, and if we were to end our business relationship\nwith such persons, we may face temporary disruptions to the operation of our business while we engage the services of other service providers,\nwhich may have a detrimental effect on our Group’s business, financial position and results of operations.

While\nthere has not been any prior material instance of poor service quality from locum doctors or external service providers causing a material\nadverse impact on our Group, if our clinics need to be managed by locum doctors or external service providers for extended or frequent\nperiods, this could negatively affect our Group’s business, results of operations, financial condition, and prospects.

We\nexperience competition from other similar healthcare service providers in private and government-owned hospitals, medical centers and\nclinics.

We\nexperience competition from other similar healthcare service providers in private and government-owned hospitals, medical centers and\nclinics.

The\nhealthcare business is highly competitive, and competition among healthcare providers for patients has intensified in recent years. Other\nhealthcare providers in the areas we operate may provide services similar to those offered by us. This may have an impact on our competitive\nposition and patient volumes. If any of our clinics do not deliver quality medical services or medical services superior to that of other\nhealthcare providers or if our standard charges are higher than our competitors, our patient volumes could decline.

We\ncompete with other government-owned hospitals, private hospitals, medical centers and clinics. We will also have to compete with any\nfuture healthcare business operators. Moreover, some of these competitors may have longer operating histories, be more established and\nhave greater financial, personnel and other resources than us. Competitors may price their services lower than ours and exert pricing\npressures on us. Some of our competitors may also have plans to expand their facilities, which may exert further pricing and recruitment\npressure on us. Increased competition may result in lower profit margins and a loss of market share. In particular, our competitors include\nmedical facilities owned or managed by government agencies and trusts, which may have access to wider financing options or may be in\na better commercial position to negotiate for the purchase of inventory on more favorable terms than private healthcare providers owned\nand managed by for-profit interests, such as ourselves. New or existing competitors may price their services at a significant discount\nto ours or offer greater convenience or better services or amenities than what we provide. Smaller hospitals and other medical facilities\nmay exert pricing pressures on some or all of our services and also compete with us for doctors and other medical professionals.

Our\nsuccess depends on our ability to compete effectively against our competitors. If we are forced to reduce the price of our services or\nare unable to attract patients to our Group, our business, financial position, results of operations and prospects may be materially\nand adversely affected.

Our\nbusiness relies to some extent on the recognition of our brand names and trademarks, as well as the reputation of our specialist doctors.

In\nour business operations, specific brand names, reputation and trademarks play a crucial role. Failure to adequately protect and enhance\nour brand identities, inability to successfully register trademarks, or insufficient supervision of third-party medical services or facility\nproviders using our brands may lead to a deterioration in market recognition. Unauthorized or improper use of our name, logo, and brand\nnames by external parties may result in brand dilution or reputation damage. Claims and legal actions initiated by our patients or customers\ncan also negatively impact our brand image, potentially hindering the optimal operation of our clinical and specialist services. Consequently,\nour business, financial condition, results of operations, and prospects may be materially and adversely affected. Given the scale of\nour operations, which currently only cover Singapore, we have currently registered one trademark in Singapore, but we may create and\nregister other trademarks in the future.

Moreover,\ngiven the nature of our clinical and specialist services business, the reputation of our Group and its subsidiaries is inherently tied\nto the reputation of our specialist doctors. Any negative publicity against our specialist doctors may tarnish their standing in the\nmedical industry, potentially causing a decline in the number of patients visiting our clinics and adversely affecting our business.

We\nare dependent on the continuing operations of the private hospital and medical center where we conduct our business.

Certain\nof our clinics are located in private hospitals, medical centers, offices and malls in Singapore. We do not have any lease or other direct\nagreements with Gleneagles Medical Centre, but our lease agreements are entered into with certain landlords who own property units within\nGleneagles Medical Centre. Nonetheless, we utilize the facilities of Gleneagles Medical Centre, such as X-Ray facilities or operating\nsuites, as and when the need arises. For instance, if we utilize the surgical theater of the medical center, the fees for the use of\nsuch facility will be billed to the patient directly. If there are any disruptions in the operations of such hospital or medical center,\nfor instance, due to a major fire, a change in public reputation of this hospital or medical center or an outbreak of certain diseases\nresulting in closure of the hospitals or medical centers for quarantine purposes, our business may be adversely affected owing to our\ndependence on the facilities in such private hospital and medical center. Additionally, our business in these clinics may also decrease\ndue to a reduction in our patient base. We frequently utilize Gleneagles’ facilities due to their proximity to our clinics, but\nwe are free to utilize other hospitals and medical centers in Singapore, and hence we believe that our relationship with Gleneagles is\nunlikely to constitute a material risk to our business operations.

We\ndepend on a number of key relationships with corporations for patient volume.

We\nare dependent on a number of key relationships with corporations with whom we have entered into arrangements for a significant portion\nof our patient volume. We anticipate that a number of our key relationships with these corporations will continue to account for a significant\nportion of our patient volume for the foreseeable future. Our dependence on such corporations increases their bargaining power and the\nneed for us to maintain good relationships with them. The loss of one or more of these key relationships, or reduced demand for our managed\nhealthcare solutions from any of our key relationships could have a material adverse effect on our patient volume and accordingly, our\nbusiness, results of operations, financial condition, cash flows and prospects. There is no guarantee that we will be able to retain\nour key relationships with all of these corporations or be able to derive a consistent volume of patients from such companies. There\nis also no assurance that our arrangements with these corporations will not be terminated or be renewed on terms no less favorable to\nus, or at all.

Increase\nin operating costs, namely lease rental rates and risk of relocation, may cause disruption to our business operations.

We\nlease the premises of our existing clinics. Our present lease terms for most of our clinics are for a period of three years or less.\nUpon the expiry of the leased tenure, the landlords have the right to review and revise the terms and conditions of the lease agreements.\nWe face the possibility of an increase in rent by the landlords or not being able to renew the leases on terms and conditions favorable\nto us. Any increase in rent would inevitably increase our operating costs, thereby affecting our profits. We will also incur additional\ncosts if we have to relocate our clinics.

We\nare exposed to the credit risks of customers.

We\nare exposed to the credit risks associated with our customers, especially our corporate clients which tend to incur larger transaction\nvolumes compared to our individual patients. While past experiences have not seen significant delays in payment adversely affecting our\nGroup’s financials and operations, there is no guarantee that we will consistently collect our trade receivables in full or within\na reasonable timeframe, if at all.

In\nthe event of any failure to collect trade receivables fully or promptly, we may need to allocate full or partial allowances for impairment\nor write off bad debts, potentially causing a material and adverse impact on our Group’s business, financial condition, results\nof operations, and prospects.

Nevertheless,\nup to the latest practicable date prior to the date of this annual report, we are not aware of any existing conditions likely to result\nin a significant impairment or write-off of trade receivables.

Our\ncontrol over suppliers and the quality of the products they provide is limited. If these products are not manufactured in accordance\nwith the relevant quality standards, it could have a significant adverse impact on our business and reputation.

A\nsubstantial portion of the devices, equipment, and medication used in delivering our services is procured from external suppliers. We\nlack oversight over the operations of these third-party suppliers and the quality of the products they furnish to us. The assurance that\nthese products will be free from defects and comply with the necessary quality standards cannot be guaranteed. Failure to identify quality\ndefects in the supplied products may lead to various repercussions such as injuries, fatalities, product recalls or withdrawals, license\nrevocation, fines, or other complications that could materially and adversely affect our business, financial results, condition, and\nprospects.

We\nmay be affected by technological disruptions in the healthcare sector.

The\nadvancement of disruptive technology (which has resulted in, among others, the proliferation of telemedicine and e-prescription platforms)\nhas led to alternative means for patients to access medical services and medicine. The popularity of such technological creations has\nalso been driven by factors such as increasing healthcare costs and government initiatives. Telemedicine offers greater convenience and\nimproved accessibility to medical support and medication through digital self-help options. Telemedicine and other disruptive technologies\ncould reduce demand and patient visits to our clinics and may also lead to competitive pricing pressures on our services, which could\nreduce our profit margins and result in a material adverse effect on our business, results of operations, financial condition and prospects.\nFurther, we may be unable to respond on a timely basis to the changing needs of the corporations and insurance companies with whom we\nhave entered into arrangements, and the new technologies we adopt may prove to be ineffective. Our failure to develop and introduce or\nenhance services able to compete with such new technologies in a timely manner could have a material adverse effect on our business,\nresults of operations, financial conditions and prospects. The convenience and cost efficiency afforded by such technological creations,\ncoupled with the factors propelling them, could negatively impact and materially and adversely affect our business, results of operations,\nfinancial condition and prospects.

Technological\nadvancements, failures, and other challenges associated with our medical equipment and information technology systems have the potential\nto negatively impact our business.

Our\nservices heavily rely to some extent on medical equipment, such as X-ray machines. The rental, replacement, upgrading, or maintenance\nof such equipment can incur substantial costs for our organization. Consequently, any damage or breakdown of this equipment could impair\nour ability to deliver essential services to our patients. Falling behind in technological advancements may lead our patients to seek\nservices from other clinics with more advanced equipment, diminishing our competitive edge and potentially having a significant adverse\neffect on our business, financial position, results of operations, and prospects.

Our\ninformation technology systems play a crucial role in our business, internal control, and management systems. They assist in managing\nclinical systems, medical records, and inventory. Technical failures in our information technology systems, stemming from issues like\npower failures, computer viruses, or unauthorized tampering, may disrupt our ability to provide services to patients. Failure to upgrade\nour information technology systems as necessary could impede our ability to adequately manage clinical systems, medical records, and\ninventory.

Additionally,\nthe theft or misuse of personal information stored in our system could expose us to liability. In Singapore, regulations governing private\nhospitals and medical clinics mandate licensees to maintain accurate, complete, and up-to-date medical records. Licensees must implement\nnecessary processes and safeguards, whether administrative, technical, or physical, to protect medical records against loss, modification,\ndestruction, or unauthorized access. Violation of these regulations could result in fines or imprisonment upon conviction.

We\nface potential risks associated with cybersecurity and the handling of personal information and medical data.

Singapore\nand other applicable laws and regulations mandate medical establishments to safeguard customer privacy, prohibiting the unauthorized\ndisclosure of personal information and patient medical records in our clinical and specialist services segment.

Regulations\nin our operating jurisdiction may require licensees of medical establishments to maintain accurate and secure medical records, imposing\nobligations to implement processes ensuring accuracy, completeness, and up-to-date records. The rising concerns about data privacy globally,\nwith the enactment of laws and regulations, add an additional layer of responsibility. In Singapore, the Personal Data Protection Act\n(PDPA) imposes obligations on our Group regarding the collection, use, or disclosure of personal data. Additionally, under applicable\nregulations, we are required to ensure the accuracy, completeness, and security of patient medical records. However, despite our efforts\nto protect customer data privacy, the implemented controls may not be foolproof in preventing unauthorized disclosure.

For\nthe financial years ended June 30, 2025, and 2026, and for the period from July 1, 2026 up to the latest practicable date prior to this\nreport, we have not encountered any breaches, human errors, or similar events that have created an adverse cybersecurity event. In order\nto mitigate the risks of such events, we utilize physical servers and cybersecurity software, and we may implement more robust cybersecurity\nmeasures in the future, such as intrusion detection systems to detect and respond to potential security breaches in real-time and to\nencrypt sensitive patient information in our system.

A\nsignificant failure in security measures could erode customer and patient confidence, potentially leading to misuse of information, litigious\nactions, and regulatory fines. Our current practices involve the maintenance of both digital and paper medical records, exposing us to\nliability from accidental or unlawful loss, unauthorized access, modification, disclosure, copying, hacking (in the case of digital records),\ntheft, or misuse of personal and medical information. Any such incidents could result in breaches of data privacy laws and regulations,\npotentially leading to fines or imprisonment.

We\nwork with third party service providers from time to time for the provision of our services. Any theft or misuse of personal and medical\ninformation stored on our third-party service providers’ system, may result in us being in breach of applicable data privacy laws\nand regulations, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Compliance\nwith evolving data protection, privacy, and security laws may increase operating costs and necessitate adjustments to our business model,\nimpacting our business, financial condition, results of operations, and prospects. Failure in security mechanisms could prompt regulatory\nmeasures, leading to significant additional resources being used to modify protective measures or address vulnerabilities, with potential\nadverse effects on our business.

In\naddition, failure to make reasonable assessments of the risks related to handling personal information and medical data may lead to enforcement\nactions by competent authorities, resulting in financial penalties, reputational damage, and material adverse effects on our business,\nfinancial condition, results of operations, and prospects.

The\nfailure to safeguard our intellectual property rights or any infringement of third-party rights could have detrimental effects on our\nbusiness.

We\nregard our brands and intellectual property as among our most valuable assets, which includes our registered trademark and web domains.\nThere is a risk that third parties may adopt trade service names resembling our registered trademark, potentially creating confusion\nfor customers and patients or obstacles to new market entry. In addition, third parties might register trademarks identical or similar\nto ours in Singapore or overseas. In case of trademark infringement, challenges to our trademark applications, or unsuccessful enforcement\nof our intellectual property rights in legal proceedings, our business, financial condition, and operational results may be significantly\nand adversely affected.

While\nwe strive to comply with others’ intellectual property rights, there may be certainty regarding potential infringements. This uncertainty\nmay require us to make adjustments to our service offerings and marketing strategy. Furthermore, we may face claims from third parties\nasserting infringement, leading to costly litigation, diversion of management attention and resources, incurrence of liabilities, and\nthe need for expensive royalty or licensing agreements, or even discontinuation of certain branding. Any of these outcomes could negatively\nimpact our business, financial condition, operational results, cash flows, and future prospects.

Any\nfailure to comply with the restrictions in our bank loans could result in an event of default that could materially adversely affect\nour business, financial condition, and results of operations.

Our\nGroup has entered into certain loan agreements with certain banks to fund our working capital requirements. We have in the past defaulted\non certain terms stipulated under such loan agreements. If there were further events of default under such loans in the future, the lender\nunder such loans could cause all amounts outstanding with respect to that debt to be due and payable immediately. Our assets or cash\nflow may not be sufficient to fully repay borrowing under such loans if accelerated upon an event of default. Furthermore, if we are\nunable to repay, refinance, or restructure such loans, the lenders under such loans may commence legal proceedings against us to enforce\nthe terms of such loans, which could force us into bankruptcy or liquidation. As a result, any default by us on our debt could have a\nmaterially adverse effect on our business, financial condition, and results of operations.

A\nsignificant product liability lawsuit may affect our financial performance and reputation.

In\nthe event that the products that we prescribe for our patients, such as orthopedic devices, fail to perform as expected and such failure\nresults in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be subject to product liability\nlawsuits and other claims. Such customers may seek contribution or indemnification from our Group for all or a portion of the costs associated\nwith product liability and warranty claims, recalls or other corrective actions involving such products. These types of claims could\nsignificantly harm our profitability, or may even harm our reputation amongst our target demographics, which could detrimentally affect\nour future prospects.

Risks\nRelated to the Medical Healthcare Industry

Private\nhealthcare services may decline due to a number of factors affecting the Company’s revenue.

A\nslowdown in the Singapore economy in which we operate or regionally may lead to a decrease in demand for private healthcare services\nas spending power decreases and more patients may opt for subsidized public healthcare services instead or opt for treatment from other\nprivate healthcare providers that are more price competitive. Our revenue would be adversely affected if individual patients, corporate\nclients and government clients are more cautious about their medical expenses and less keen to pay for private healthcare services. A\ndecrease in the demand for our private orthopedic and physiotherapy services, from individual patients, corporate clients and government\nclients, will have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

We\nmay be affected by the spread or outbreak of any contagious or virulent diseases.

Our\nclinics may be affected by outbreaks of infectious diseases. An outbreak of COVID-19 or resurgence of the outbreak of Severe Acute Respiratory\nSyndrome (SARS), Middle East, Respiratory Syndrome (MERS) or any other contagious or virulent diseases like influenza (H5N1 and H7N9)\nor bird flu in the region could have a material adverse impact on our operations. In the event such outbreaks occur at any of our clinics,\ngreater infection control measures will have to be implemented with the possibility of a temporary closure of the affected facility and\nquarantine of all affected medical practitioners. There is no assurance that the outbreak of COVID-19 and the impact thereof will not\ncontinue. If such an outbreak is not effectively controlled, we may be required to take necessary additional measures to minimize its\npotential impacts on our business and operations.

Potential\npatients from overseas may also decide to seek medical treatment from clinics in other countries. In addition, occurrences of epidemics\nand pandemics could also result in negative public opinion of medical institutions, which could have a material adverse effect on the\nbusiness, financial condition, results of operations and prospects of our Group.

Our\nbusiness is subject to risks related to medical and legal claims, regulatory actions, and professional liability arising from our clinical\nand specialist services and our operations.

The\ninherent nature of providing clinical and specialist services exposes our Group to various liabilities. Our business activities, service\nperformance, and the actions of our employees could result in complaints, legal actions, or regulatory scrutiny. Allegations may be made\nagainst us or our medical specialists concerning our products and services, marketing activities, negligence, or medical malpractice.\nRegardless of the validity of these complaints or legal actions, they have the potential to generate negative publicity, impacting the\nreputation of our medical specialists, public perception of our service quality, and the engagement of patients in our medical clinics.

Our\nGroup’s business, financial condition, results of operations, and prospects could be significantly and adversely affected if substantial\ndamages and legal costs are assessed in connection with any legal action, or if judgments are made against us that harm our professional\nstanding and market reputation. Medical malpractice litigation or disciplinary actions against our medical specialists could result in\nrestrictions on their practice or other adverse outcomes, further impacting our business.

There\nis also uncertainty regarding the sufficiency of coverage provided by insurance policies maintained by our specialist doctors and/or\nby us for potential medical and legal claims, and the comprehensive nature of such coverage for various claim types.

In\nthe ordinary course of business, we may encounter material disputes with various parties, potentially leading to legal or other proceedings.\nSuch disputes could result in damage to our reputation, substantial costs, and the diversion of resources and management attention. While\nwe have not experienced disputes or legal proceedings that materially and adversely affected our business, operations, financial performance,\nfinancial condition, results, and prospects, we cannot provide assurance about future occurrences and their potential impact on our business.

We\nmay not have adequate insurance coverage in place despite having mandatory professional malpractice insurance.

Our\nexposure to potential liability risks inherent in providing medical services may not be adequately covered by insurance. Liabilities\ncould surpass available insurance coverage, or claims might arise outside the scope of our insurance protection.

While\nwe have secured mandatory insurance coverage, including professional medical malpractice insurance, we cannot guarantee that such coverage\nwill be sufficient to address all potential liabilities and risks. Although our medical specialists individually maintain insurance coverage\nfor medical malpractice indemnity, there is no assurance that liability claims will not exceed existing coverage or that the insurance\nis comprehensive enough. The solvency of our insurers and their ability to meet contractual obligations when needed also remains uncertain.\nIn instances where our insurance or indemnification arrangements are insufficient to cover claims, especially those exceeding policy\nlimitations or the resources of the indemnifying party, substantial payments may be required, leading to a material adverse impact on\nour business, financial condition, results of operations, and prospects.

Furthermore,\nunforeseen events like natural disasters or other events beyond our control may not have adequate insurance coverage, potentially causing\na material and adverse effect on our business.

There\ncan be no assurance that we will successfully renew all policies or secure new ones on similar terms. Any significant alterations in\nthe terms of our medical specialists’ professional indemnities could disproportionately and adversely affect our business, financial\ncondition, results of operations, and prospects. Material changes, such as a shift to claims-based insurance, may result in incidents\nfor which we may not be compensated by insurance proceeds or contractual indemnities. Exposure to uninsured claims due to such changes\ncould lead to additional liabilities, having a material adverse effect on our business, financial condition, results of operations, and\nprospects.

We\nmust comply with regulations and licensing conditions governing the healthcare sector, and compliance may involve significant costs.\nThere is a risk that we may not retain, renew, or obtain the necessary licenses and permits for our business operations.

Our\ncurrent operations involve providing specialist orthopedic, trauma, and sports services through our clinics, and these are subject to\nvarious laws and regulations from Singapore governmental agencies like the Ministry of Health (MOH), Health Sciences Authority, Ministry\nof Manpower, and the Singapore Medical Council (SMC). These regulations encompass aspects such as the pricing of medical services, procurement\nof medical equipment, licensing and operation of medical establishments, and licensing of medical staff. Singapore’s stringent\nsafety, health, and environmental laws could become stricter in the future. Violations of these regulatory requirements may lead to fines,\noperational modifications, suspensions, or discontinuation, incurring additional operating costs, and potential criminal charges against\nour employees, all of which could materially impact our business, financial position, results of operations, and prospects.

Changes\nin government regulations or the introduction of new laws may increase compliance costs, and authorities like the MOH and SMC could suspend\nor deny the renewal of our existing licenses if we fail to meet applicable standards. Although we presently satisfy licensing requirements,\nthere is no guarantee of maintaining or obtaining licenses for future operations. Failure to maintain or renew licenses, permits, qualifications,\nand approvals could adversely affect our operations, leading to negative impacts on our business, financial position, results of operations,\nand prospects.

While\nwe currently hold regulatory licenses, approvals, and permits for our business operations, these are subject to specified conditions.\nNon-compliance with these conditions could result in the revocation of licenses and permits by relevant authorities. Although we have\nnot encountered such issues in the past, any such occurrence could significantly affect our business, financial position, and results\nof operations. The renewal of licenses, approvals, or permits, especially if new laws are enacted, is uncertain, and there is no assurance\nthat we will successfully renew them in a timely manner, on favorable terms, or at all.

The\nregulation of healthcare fees and the potential rise in the number of medical practitioners could have adverse effects on our business.

In\nNovember 2018, the Singapore Ministry of Health (MOH) published Fee Benchmarks for private sector professional fees related to common\nsurgical procedures. These benchmarks establish a fee range for each procedure, considering factors such as the complexity of medical\nprocedures and the time, effort, and expertise involved. Less complex cases may be charged at the lower end of the fee benchmarks range,\nwhile more complex cases could be at the higher end of the range. Fees may exceed the fee benchmarks in cases of exceptional complexity,\ndue to the additional risk, time and effort required for the procedure. In such rare circumstances, fees charged above the fee benchmarks\nmay not be unreasonable. While the Fee Benchmarks serve as a recommendation and guideline, medical practitioners are not obligated to\nprice their services accordingly. Presently, all our services are priced within the Fee Benchmarks. However, there is no guarantee that\nthese benchmarks will not be revised in the future. If the Fee Benchmarks are lowered, we may need to adjust our fees accordingly, potentially\nreducing our revenues and profitability.

Additionally,\nthere is a trend towards increasing the number of medical practitioners in Singapore. The heightened competition within the private healthcare\nsector is likely to put pressure on service rates, leading to a potential reduction in the fees we can charge for our services.

Challenges\nfaced by the healthcare industry may also have an effect on the Company.

Our\nbusiness, financial condition, results of operations and prospects may be affected by the challenges currently faced by the healthcare\nindustry, including but not limited to:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	economic and business climate\n at local, regional, national and international levels;

	●	increase in the threat\n of terrorism and occurrence of natural and man-made disasters that affect travel security or the global economy may reduce the number\n of medical travelers;

	●	improvements in the quality\n of healthcare services in other countries that may affect the number of medical travelers coming to the Company’s clinics and\n facilities for the orthopedic and physiotherapy services;

	●	rising costs of medicines\n and pharmaceutical drugs, overheads and other costs incurred for the provision of the Group’s services;

	●	stricter laws and regulations\n relating to the protection of patient information from unauthorized disclosure;

	●	stricter laws and regulations\n governing the purchase and dispensation of medicines and pharmaceutical drugs; and

	●	diagnostic services, overheads\n and other costs incurred for the provision of the Group’s services.

In\n2016, the SMC issued the 2016 edition of the SMC’s Ethical Code and Ethical Guidelines (“ECEG”) which came into force\non January 1, 2017. Guideline H3(7) prohibits doctors from paying managed care companies, third party administrators, insurance entities\nor patient referral services (for the purposes of this risk factor, “Third Parties”): (a) fees that are based primarily on\nthe services the doctors provide or the fees doctors collect; (b) fees that are so high as to constitute “fee splitting”\nor “fee sharing”; or (c) fees which render medical practitioners unable to provide the required standard of care. Guideline\nH3(7) came into effect on July 1, 2017 and places the onus of complying with the same solely on doctors and not Third Parties. If our\nGroup enters into or maintains arrangements with Third Parties in breach of the ECEG and the SMC receives a complaint or information\npertaining to the same, the SMC will refer such complaint or information to the chairman of the Complaint Panel, and a Complaints Committee\nwill enquire into the complaint or information. This may result in disciplinary actions being taken against our specialists or our Group.\nWhile we have been complying with the ECEG, there is no guarantee that we will not be subjected to a complaint in the future arising\nfrom future or previous arrangements with Third Parties.

We\nare subject to political, economic and social developments as well as the laws, regulations and licensing requirements in Singapore.

Our\nbusiness, prospects, financial condition and results of operations may be adversely affected by political, economic, social and legal\ndevelopments that are beyond our control in the countries in which we operate in. Such political and economic uncertainties may include\nrisks of war, terrorism, nationalism, expropriation or nullification of contracts, changes in interest rates, economic growth, national\nfiscal and monetary policies, inflation, deflation, methods of taxation and tax policy. Negative developments in the socio-political\nclimate of Singapore and the region may also adversely affect the Company’s business, financial condition, results of operations\nand prospects. The regional countries are in a state of rapid political, economic and social changes, which will entail risks to our\nbusiness and operations if we are to expand in the region in the future. As such, we are unable to assure you that we will be able to\nadapt to the local conditions, regulations and business practices and customs in the future. Any changes implemented by the governments\nof the countries in which we operate resulting, inter alia, in currency and interest rate fluctuations, capital restrictions, and changes\nin duties and taxes detrimental to our business could materially and adversely affect our operations and financial performance.

Currently,\nwe have in place a number of existing regulatory licenses, approvals and permits for the purposes of its business operations. We will\ncontinue to seek the appropriate licenses, approvals and permits in the event that the Company expands its operations to other countries\nin which it does not currently operate in. The licenses and permits we have obtained are subject to conditions stipulated in the licenses\nand permits and/or in the relevant laws, rules and regulations under which they have been issued. These conditions must be complied with\nfor the duration of the licenses and permits. Where there is a failure to comply fully, the relevant authorities have the power to revoke\nthe licenses and permits. In the event this happens, our business, operations and financial position will be adversely affected. If our\nlicenses are revoked or renewal of such licenses and permits cannot be obtained, or the terms imposed for renewal are not acceptable\nor favorable to us, our operations and business may be adversely affected. Consequently, our financial condition, results and prospects\nwill be adversely affected.

There\nis no assurance that upon the expiration of the licenses, approval or permits under which the Company carries on its business operations,\nthe Company will be able to successfully renew them in a timely manner or at all, or that the renewal of these licenses will be granted\non terms acceptable to us, or that if the relevant authorities enact new laws and regulations, the Company will be able to successfully\ncomply with these requirements.

The\nCompany may also expand to other cities where we do not possess the same level of familiarity with the regulations and business climate\nin those cities. We cannot assure investors that we will be able to obtain the requisite licenses, approvals and permits in those cities.\nAny failure by the Company to obtain the requisite licenses, approvals and permits in a timely manner and any unforeseen difficulties\narising from the new and unfamiliar territories may have a material adverse effect on the Company’s business, financial condition,\nresults of operations and prospects.

Risks\nRelated to Ownership of our Shares

The\nexercise of the common warrants issued in the October 2026 Offering, including through the zero cash exercise price option, will dilute\nour existing shareholders and could cause the market price of our Ordinary Shares to decline.

In\nthe October 2026 Offering, we issued 6,000,000 Ordinary Shares and common warrants to purchase up to 6,000,000 Ordinary Shares, which\nare exercisable immediately at an exercise price equal to 110% of the public offering price per unit and expire five years from issuance.\nHolders of the common warrants may exercise them by means of a zero cash exercise price option, under which they would receive the same\nnumber of Ordinary Shares issuable upon a cash exercise without paying any additional consideration. As a result, we do not expect to\nreceive any additional funds upon exercise of the common warrants, and the issuance of up to 6,000,000 additional Ordinary Shares upon\nsuch exercise would substantially dilute our existing shareholders. Immediately after the October 2026 Offering, we had 7,582,111 Ordinary\nShares issued and outstanding. The sale of these Ordinary Shares in the public market, or the perception that such sales may occur, could\nadversely affect the market price of our Ordinary Shares.

Our\noutstanding common warrants are speculative in nature, have no public market, and confer no rights as shareholders until exercised.

The\ncommon warrants issued in the October 2026 Offering do not confer on their holders any rights of Ordinary Share ownership, such as voting\nrights or the right to receive dividends, until they are exercised. The common warrants expire five years from issuance, and the market\nprice of our Ordinary Shares may never exceed their exercise price, in which case unexercised common warrants will expire worthless.\nThe warrants are not listed on any securities exchange or trading market, and we do not expect a market for them to develop, so holders\nmay be unable to resell them at or above the price paid, or at all.

Nasdaq\nmay halt trading in our Ordinary Shares on Nasdaq or delist our Ordinary Shares for public interest concerns as a result of this offering.

Because\nof the highly dilutive nature of our October 2026 Offering, Nasdaq may halt trading in our Ordinary Shares on Nasdaq or delist our Ordinary\nShares for public interest concerns or because our Ordinary Shares trade below Nasdaq’s minimum bid price as a result of this offering,\neven if we are otherwise able to regain compliance for continued listing on Nasdaq. A number of Nasdaq-listed companies have filed public\ndisclosures regarding the receipt of notification letters indicating that Nasdaq made the determination to halt and/or delist such companies\nas a result of public interest concerns arising from the issuance of warrants with similar terms to, and similar potential dilutive impact\nas, the Common Warrants in this offering. Additionally, warrants with similar terms issued by other Nasdaq-listed companies have caused\nsuch Nasdaq-listed companies’ stock prices to drop below Nasdaq’s minimum bid price of US$1.00 or made it more difficult\nfor these companies to cause their stock prices to regain compliance with Nasdaq’s minimum bid price.

We\nincur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

As\na public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition,\nSarbanes-Oxley and rules and regulations implemented by the Securities and Exchange Commission and Nasdaq require significantly heightened\ncorporate governance practices for public companies. As a result, these rules and regulations have increased our legal, accounting and\nfinancial compliance costs and make many corporate activities more time-consuming and costly.

We\ndo not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S.\npublic companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action,\ninvestors may lose confidence in us and the market price of our ordinary shares could decline.

As\na public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley\nAct of 2002 and rules subsequently implemented by the Securities and Exchange Commission and Nasdaq impose various requirements on the\ncorporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last financial\nyear, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage\nof specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies.\nThese provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the\nassessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised\naccounting standards until such time as those standards apply to private companies.

We\nexpect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming\nand costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial\nmanagement effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules\nand regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult\nand expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage\nor incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our\npublic company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors\nor as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we\ncannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In\nthe past, shareholders of a public company often brought securities class action suits against the company following periods of instability\nin the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount\nof our management’s attention and other resources from our business and operations, which could harm our results of operations\nand require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our\nreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be\nrequired to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

The\nobligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

We\nare a publicly traded company in the United States. As a publicly traded company, we will be required to file periodic reports with the\nSecurities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we\nwill need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private\ncompany. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in\ncompeting with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly\nSingapore-based companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our\ncompetitiveness against such companies, our public listing could affect our results of operations.

We\nare a “foreign private issuer” within the meaning of the rules under the Exchange Act, and as such we are exempt from certain\nprovisions applicable to U.S. domestic public companies and subject to reporting obligations that, to some extent, are more lenient and\nless frequent than those of a U.S. issuer. As a result, we may not provide you the same information as U.S. domestic public companies\nor we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We\nare a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange\nAct, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic\nreporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be\nrequired to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers and major\nshareholders will not be subject to the insider short swing profit disclosure and recovery regime. Beginning March 18, 2026, our directors\nand executive officers are subject to the reporting requirements of Section 16(a) of the Exchange Act and are required to file reports\nof their beneficial ownership of, and transactions in, our equity securities on Forms 3, 4 and 5.

As\na foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant\nto ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will\nstill be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the\ndisclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you\nshould not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting\ncompanies.

The\ninformation we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to\nbe filed with the SEC by U.S. domestic issuers. As a BVI business company listed on the Nasdaq Capital Market, we will be subject to\nthe Nasdaq Capital Market corporate governance listing standards. However, Nasdaq Capital Market rules permit a foreign private issuer\nlike us to follow the corporate governance practices of its home country. Certain corporate governance practices in BVI, which is deemed\nour home country, may differ significantly from the Nasdaq Capital Market corporate governance listing standards. We utilize the home\ncountry exemption for corporate governance matters, and as a result, our shareholders may be afforded less protection than they otherwise\nwould under the Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic issuers.

We\nhave elected to follow certain BVI corporate governance practices in lieu of certain requirements of the listing rules of Nasdaq, including\nrules that require each Listed Company must have a board of directors comprised of a majority of independent directors; that each Listed\nCompany shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end; that\nshareholder approval is required prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of\nanother company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv)\ntransactions other than public offerings; that each Listed Company is required to distribute annual and interim reports to shareholders,\namong others. As a result, you may not be afforded the same protections or information, which would be made available to you, were you\ninvesting in a U.S. domestic issuer.

We\nare an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth\ncompanies will make our ordinary shares less attractive to investors.

We\nare an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company,\nwe will take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging\ngrowth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley\nAct, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from\nthe requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments\nnot previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our\nrevenues exceed US$1.235 billion, if we issue more than US$1 billion in non-convertible debt in a three-year period, or if the market\nvalue of our shares held by non-affiliates exceeds US$700 million as of any June 30 before that time, in which case we would no longer\nbe an emerging growth company as of the following June 30. We cannot predict if investors will find our ordinary shares less attractive\nbecause we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading\nmarket for our shares and our stock price may be more volatile.

Under\nthe JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards\napply to private companies. We have elected to avail our Company of this exemption from new or revised accounting standards. Therefore,\nwe will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

The\nmarket price of our ordinary shares may be volatile or may decline regardless of our operating performance, and you may not be able to\nresell your shares at or above the price you paid.

The\nmarket price of our ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control,\nincluding:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	sales and purchases of\n our shares by our shareholders and investors, as a result of investor expectations and sentiment and news about our Group publicized\n by third parties which are beyond our control;

	●	actual or anticipated fluctuations\n in our revenue and other operating results;

	●	the financial projections\n we may provide to the public, any changes in these projections or our failure to meet these projections;

	●	actions of securities analysts\n who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our\n failure to meet these estimates or the expectations of investors;

	●	announcements by us or\n our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures,\n or capital commitments;

	●	price and volume fluctuations\n in the overall stock market, including as a result of trends in the economy as a whole;

	●	lawsuits threatened or\n filed against us; and

	●	other events or factors,\n including those resulting from war or incidents of terrorism, or responses to these events.

On\nOctober 7, 2026, we issued and sold 6,000,000 units at a public offering price of US$1.33 per unit, each unit consisting of one Ordinary\nShare (or one pre-funded warrant to purchase one Ordinary Share) and one common warrant to purchase one Ordinary Share. Each common warrant\nis exercisable immediately upon issuance at an exercise price equal to 110% of the public offering price per unit, expires five years\nfrom the date of issuance and may be exercised by means of a zero cash exercise price option. The trading prices of the Ordinary Shares\nare likely to be volatile and subject to wide fluctuations, especially given the volume of new Ordinary Shares and warrants exercisable\nto purchase new Ordinary Shares. The purchasers of such securities will not be subject to any resale restrictions and may sell their\nsecurities held on the trading market. In addition, the trading volume of our Ordinary Shares may fluctuate and cause significant price\nvariations to occur. If the market price of our Ordinary Shares declines, you may be unable to resell your Ordinary Shares at a competitive\nprice. In addition, the trading price of our ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond\nour control, regardless of our actual operating performance.

Any\nresale of our ordinary shares in the public market may cause the market price of our ordinary shares to decline.

Sale\nof our ordinary shares in the public market by investors that have participated in our initial public offering or our pre-IPO investors,\nor the perception that these sales could occur, could cause the market price of our ordinary shares to decline. All ordinary shares sold\npursuant to our Public Offering Prospectus and the Resale Prospectus both dated February 24, 2025 will be freely transferable without\nrestriction or additional registration under the Securities Act of 1933.

Future\nissuances or sales, or perceived issuances or sales, of substantial amounts of ordinary shares in the public market could materially\nand adversely affect the prevailing market price of the ordinary shares and our ability to raise capital in the future.

The\nmarket price of our ordinary shares could decline as a result of future sales of substantial amounts of shares or other securities relating\nto the shares in the public market, including by the Company’s substantial shareholders, or the issuance of new shares by the Company,\nor the perception that such sales or issuances may occur. We may issue additional securities without shareholder approval, which would\ndilute existing ownership interests and may depress the market price of our shares. Future sales, or perceived sales, of substantial\namounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price\nfavorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in\nthe future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our ordinary shares.\nA few shareholders hold a significant portion of our ordinary shares and these are “restricted securities” as defined in\nRule 144. These ordinary shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule\n144 or other exemptions under the Securities Act.

Future\nfinancing may cause a dilution in your shareholding or place restrictions on our operations.

We\nmay need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations,\nacquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities\nof the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company\nmay be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively,\nif we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing\narrangements which may:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	further limit our ability\n to pay dividends or require us to seek consents for the payment of dividends;

	●	increase our vulnerability\n to general adverse economic and industry conditions;

	●	require us to dedicate\n a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of our cash flow to\n fund capital expenditure, working capital requirements and other general corporate needs; and

	●	limit our flexibility in\n planning for, or reacting to, changes in our business and our industry.

Our\nmajor shareholder controls a substantial proportion of voting power over our Group and this may limit your ability to influence the outcome\nof decisions requiring the approval of shareholders.

Our\nmajor shareholder, namely Rainforest Capital VCC, owns a majority of our shares and will be able to significantly influence all matters\nrequiring approval by our shareholders, including the appointment of directors and the approval of significant corporate transactions.\nThis concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our Company or otherwise\ndiscourage a potential acquirer from attempting to obtain control of us through corporate actions such as merger or take-over attempts,\nwhich could conflict with the interests of other shareholders.

There\nmay not be an active, liquid trading market for our ordinary shares.

An\nactive trading market for our ordinary shares may not develop or be sustained. You may not be able to sell your ordinary shares at the\nmarket price, if at all, if trading in our ordinary shares is not active.

We\nare subject to financial reporting rules and timeliness requirements of financial reports.

As\na publicly traded company in the U.S. with our shares listed on Nasdaq, we are a reporting company subject to SEC rules, and we are required\nto comply with Nasdaq listing rules on the filing of our financial reports. Pursuant to SEC regulations, we are required to file our\nannual report on Form 20-F containing our audited financial statements within four months of our fiscal year end, which must be presented\nin accordance with either IFRS or U.S. GAAP. Pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, we may apply for an extension\nof fifteen days for the filing of such annual report. In addition, Nasdaq listing rules require that each foreign private issuer shall\nsubmit on a Form 6-K an interim balance sheet and income statement as of the end of its second quarter. This information must be provided\nno later than six months following the end of the company’s second quarter.

In\nDecember 2025, we received notification from Nasdaq that the Company’s annual report on Form 20-F for the fiscal year ended June\n30, 2025 was incomplete and that the Company was delinquent in its filing obligations. This was because such report failed to include\nan opinion from the Company’s auditor, NLA DFK Assurance PAC, on the Company’s financial statements. The primary reason for\nsuch delinquency was because our auditor was unable to obtain sufficient evidence that they required relating to our acquisition of Bethesda\nMedical in order to provide a basis for an audit opinion. In March 2026, we filed an amended annual report on Form 20-F/A, which included\na new unqualified audit opinion and amended and restated our audited consolidated financial statements for the fiscal years ended June\n30, 2025 and 2024 and the related notes thereto. However, there can be no assurance that we will not in the future be unable to timely\nfile the required financial statements within the applicable due dates, or that we will remain in compliance with SEC reporting rules\nand Nasdaq listing requirements. Any future delinquencies resulting from such non-compliance or any future acquisition activities may\nresult in our shares being suspended or delisted from Nasdaq, which would have a material adverse effect on the liquidity of our shares,\ninvestors’ ability to sell such shares, and our ability to raise funds or maintain sufficient working capital in the future.

Our\ninternal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able\nto certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Prior\nto our initial public offering, we were a private company with limited accounting personnel and other resources to address our internal\ncontrols and procedures. Accordingly, we will be in a continuing process of developing, establishing, and maintaining internal controls\nand procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal\ncontrols over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Although our independent\nregistered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant\nto Section 404(b) of the Sarbanes-Oxley Act until the date we are no longer an emerging growth company, our management will be required\nto report on our internal controls over financial reporting under Section 404.

In\norder to address and resolve the foregoing material weakness, we will implement measures designed to improve our internal control over\nfinancial reporting to remediate this material weakness, including hiring outside financial personnel with requisite training and experience\nin the preparation of financial statements in compliance with applicable Securities and Exchange Commission requirements within six months\nfrom the completion of our offering.

We\nare a BVI company and, because judicial precedent regarding the rights of members is more limited under BVI law than that under U.S.\nlaw, you may have less protection for your member rights than you would under U.S. law.

Our\ncorporate affairs are governed by our amended and restated memorandum and articles of association, as amended and restated from time\nto time, the BVI Act and the common law of the BVI. The right of members to take action against the directors, actions by minority members\nand the fiduciary responsibilities of our directors to us under BVI law are to a large extent governed by the common law of the BVI.\nThe common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as that from English common\nlaw, which has persuasive, but not binding, authority on a court in the BVI. The rights of our members and the fiduciary responsibilities\nof our directors under BVI law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions\nin the U.S. In particular, the BVI has a less exhaustive body of securities laws than the U.S. In addition, some U.S. states, such as\nDelaware, have more fully developed and judicially interpreted bodies of corporate law than the BVI. There is no statutory recognition\nin the BVI of judgments obtained in the U.S., although the courts of the BVI will in certain circumstances recognize and enforce a non-penal\njudgment of a foreign court of competent jurisdiction without retrial on the merits. As a result of all of the above, public members\nmay have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors\nor controlling members than they would as members of a U.S. public company.

Because\nwe do not expect to pay dividends in the near future, you must rely on price appreciation of the ordinary shares for return on your investment.

We\ncurrently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our\nbusiness. As a result, we do not expect to pay any cash dividends in the near future. Therefore, you should not rely on an investment\nin the ordinary shares as a source for any future dividend income.

Our\nboard of directors has complete discretion as to whether to distribute dividends. All dividends are subject to certain restrictions under\nBVI law and provided that in no circumstances may a dividend be paid unless the value of the Company’s assets exceeds its liabilities\nand the Company is able to pay its debts as they fall due. Even if we decide to declare and pay dividends, the timing, amount and form\nof future dividends, if any, will depend on, among other things, our future results of operations and cash flow, the amount of distributions,\nif any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by\nour board of directors. Accordingly, the return on your investment in the ordinary shares will likely depend entirely upon any future\nprice appreciation of the ordinary shares. There is no guarantee that the ordinary shares will appreciate in value or even maintain the\nprice at which you purchased the ordinary shares. You may not realize a return on your investment in the ordinary shares and you may\neven lose your entire investment in the ordinary shares.

We\nare subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased\nboth our costs and the risk of non-compliance.

We\nare subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which\nare charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving\nregulatory measures under applicable law, including the laws of the BVI. Our efforts to comply with new and changing laws and regulations\nhave resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management\ntime and attention from revenue-generating activities to compliance activities.

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

You\nmay incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions\nin the British Virgin Islands or Singapore based on U.S. or other foreign laws against us, our management or the experts named in this\nreport.

Basel\nMedical is a BVI business company and substantially all of our assets are located outside of the United States. All of our current operations\nare conducted in Singapore. In addition, all of our current directors and officers are nationals and residents of countries other than\nthe United States. As a result, it may be difficult for you to effect service of process within the U.S. or elsewhere upon these persons.\nIt may also be difficult for you to enforce in Singapore or British Virgin Islands courts judgments obtained in U.S. courts based on\nthe civil liability provisions of the U.S. federal securities laws against us and our officers and directors, and the substantial majority\nof whose assets are located outside of the U.S. It may be difficult or impossible for you to bring an action against us in the British\nVirgin Islands if you believe your rights under the U.S. securities laws have been infringed. In addition, there is uncertainty as to\nwhether the courts of the British Virgin Islands or Singapore would recognize or enforce judgments of U.S. courts against us or such\npersons predicated upon the civil liability provisions of the securities laws of the U.S. or any state and it is uncertain whether such\nBritish Virgin Islands or Singapore courts would hear original actions brought in the British Virgin Islands or Singapore against us\nor such persons predicated upon the securities laws of the U.S. or any state.

The\nprice of our ordinary shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may\nbe due to factors unrelated to our actual or forecasted operating performance and financial condition or prospects, making it difficult\nfor prospective investors to assess the underlying value of our ordinary shares.

There\nhave been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial\npublic offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a relatively\nsmall public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume, and less liquidity\nthan large-capitalization companies. In particular, our ordinary shares may be subject to rapid and substantial price volatility, low\nvolumes of trading, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual\nor expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly\nchanging value of our ordinary shares.

In\naddition, if the trading volume of our ordinary shares is low, investors buying or selling in relatively small quantities may easily\ninfluence the price of our ordinary shares. This low volume of trades could also cause the price of our ordinary shares to fluctuate\ngreatly, with large percentage changes in price occurring in any trading day session. Holders of our ordinary shares may also not be\nable to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations\nand general economic and political conditions may also adversely affect the market price of our ordinary shares. As a result of this\nvolatility, investors may experience losses on their investment in our ordinary shares. A decline in the market price of our ordinary\nshares also could adversely affect our ability to issue additional ordinary shares or other securities and our ability to obtain additional\nfinancing in the future. No assurance can be given that an active market in our ordinary shares will develop or be sustained. If an active\nmarket does not develop, holders of our ordinary shares may be unable to readily sell the shares they hold or may not be able to sell\ntheir shares at all.

We\nand certain of our current and directors or officers may be subject to securities litigation, which is expensive and could divert management\nattention.

The\nmarket price of our ordinary shares may be volatile and, in the past, companies that have experienced volatility in the market price\nof their stock have been subject to securities class action litigation and regulatory investigations. Involvement in securities litigation\nagainst us could result in substantial costs and divert management’s attention from other business concerns, which could seriously\nharm our business.

On\nJuly 23, 2026, a securities class action complaint was filed in the Supreme Court of the State of New York, County of New York, naming\nas defendants more than 30 publicly traded companies in the U.S., including the Company, more than 10 broker-dealer firms in the U.S.\nand certain other named individuals. The summons and complaint were served on the Company’s process agent on August 5, 2026. The\naction is at an early stage, and we are currently reviewing its merits. We are unable to predict the outcome of the action or estimate\nany likely loss at this time. Regardless of its merits, the action may result in substantial costs, divert management’s attention\nand resources, and harm our reputation, and an adverse outcome could have a material adverse effect on our business, financial condition\nand results of operations.

If\nsecurities or industry analysts do not publish research reports about us or our business, or if such analysts issue adverse recommendations\nregarding our ordinary shares, the market price for our ordinary shares or trading volume could decline.

The\ntrading market for our ordinary shares will be influenced by research reports that industry or securities analysts publish about our\nbusiness and financial results, or the lack thereof. The lack of analyst coverage may adversely affect our share price, trading volume,\nand general investor interest. If analysts who cover us downgrade their recommendation of our ordinary shares, the market price for our\nordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us,\nwe could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ordinary shares\nto decline.

If\nwe cannot satisfy, or continue to satisfy, the listing requirements and other rules of the Nasdaq Capital Market, our ordinary shares\nmay be delisted, which could negatively impact the price of our securities and your ability to sell them.

Our\nordinary shares are listed and traded on the Nasdaq Capital Market under the symbol “BMGL.” We cannot assure you that our\nordinary shares will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market,\nwe will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’\nequity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially\nmeet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these\nrequirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities\ncould be subject to delisting.

If\nthe Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	a limited availability\n for market quotations for our securities;

	●	reduced liquidity with\n respect to our securities;

	●	a determination that our\n ordinary share is a “penny stock,” which will require brokers trading in our ordinary share to adhere to more stringent\n rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary share;

	●	limited amount of news\n and analyst coverage; and

	●	a decreased ability to\n issue additional securities or obtain additional financing in the future.

Anti-takeover\nprovisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.

Some\nprovisions of our amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of\nthe Company or management that shareholders may consider favorable, including, among other things, the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	provisions that authorize\n our board of directors to issue shares with preferred, deferred or other rights or restrictions, whether in regard to dividend, voting,\n return of capital or otherwise, without any further vote or action by our shareholders; and

	●	provisions that limit the\n ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings.

You\nmay be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

British\nVirgin Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders\nwith any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s memorandum and\narticles of association. Our amended and restated memorandum and articles of association allow our shareholders holding shares representing\nin aggregate not less than 10% by number of issued shares which as at that date carry the right to vote, to requisition a general meeting\nof our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least seven clear days is required\nfor the convening of our annual general shareholders’ meeting and at least seven clear days’ notice any other general meeting\nof our shareholders. A quorum required for a meeting of shareholders consists of the holders of one-third of the shares being individuals\npresent in person or by proxy. For these purposes, “clear days” means that period excluding the day when the notice is received\nor deemed to be received and the day for which it is given or on which it is to take effect.

Handling\nof Mail.

Mail\naddressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company\nto be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organisation which provides\nregistered office services in the BVI) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address.

ITEM\n4. INFORMATION ON THE COMPANY

A.\nHistory and Development of the Company

Basel\nMedical Group Ltd is a business company incorporated in the BVI on August 10, 2023 under the BVI Business Companies Act (As Revised),\nwith operations conducted by our subsidiaries based in Singapore. Our first orthopedic-focused clinic was set up in Singapore in 2001,\nand our first subsidiary, SSO Clinic, was incorporated in 2004. From 2004 to the 2020s, we expanded our orthopedic specialty operations\nas the group, Singmed Specialists, operating two clinics in Singapore - namely, Spine & Orthopaedics Centre (Singapore) and Singapore\nSports & Orthopaedics Clinic.

In\nJune 2023, AIP Investment Partners Pte. Ltd., an asset management company based in Singapore, through its sub-fund Basel Medical Fund\nfrom the private equity umbrella fund, Rainforest Capital VCC, fully acquired Singmed Specialists, and changed its name to Basel Medical\nGroup. In February 2025, Basel Medical Group Ltd listed successfully on NASDAQ with the goal to grow into a more international medical\ngroup, transcending the role of a conventional healthcare provider with a vision for innovation, growth and far-reaching impact. We aim\nto keep expanding in Singapore to general practices, other specialized practices, and also into other South-east Asian countries. Our\ngoal is to become the premier healthcare provider, offering seamless, one-stop solutions with unparalleled customer experience.

On\nApril 11, 2025, Basel Medical Group Pte. Ltd., a subsidiary of Basel Medical Group Ltd, entered into a sale and purchase agreement with\nSilkroute Biomed Healthcare Pte. Ltd. for the acquisition of all of the ordinary shares of Bethesda Medical Pte. Ltd., a company incorporated\nin Singapore, for a total consideration of US$6.5 million in tranches. The acquisition of Bethesda Medical was completed on April 30,\n2025. Following such completion, Bethesda Medical became a wholly owned indirect subsidiary of Basel Medical Group Ltd. Our Group through\nBethesda Medical operates six general practice clinics in Singapore.

Our\nprincipal executive office is at 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499 and our telephone number is\n+65 62919188. Our website is https://baselmedical.com/. The information contained in, or accessible through, our website does not constitute\na part of this annual report. The SEC maintains a website that contains reports, proxy and information statements, and other information\nregarding issuers that file electronically with the SEC. Our electronic filings with the SEC are available for viewing on this website,\nat www.sec.gov.

B.\nBusiness Overview

OVERVIEW

Basel\nMedical Group Ltd, or “Basel Medical”, is a BVI business company incorporated in the BVI. Basel Medical serves as the holding\ncompany of our Group and we conduct our operations through our operating subsidiaries based in Singapore. Our operations are based in\nSingapore, with our specialist clinics being at 6 Napier Road, Gleneagles Medical Centre, a convenient and central location in Singapore\naccessible by public transportation. Our general practices in the group are at locations across Singapore, including Suntec City, Grantral\nMall, Toa Payoh Hub, Margaret Drive, Tampines and Gateway East. We currently have 13 medical practitioners in our Group, comprising four\nspecialists and 9 general practitioners. The services provided by our clinics include, but are not limited to, consultation, medical\ndiagnosis and medical or surgical treatments for orthopedic, trauma, sports medicine, general practice, health screening, mental health,\nwomen’s health and neurosurgical conditions and our clinics are equipped with the facilities needed to perform a variety of procedures\non site and minor surgical services. Major surgeries will be carried out at Gleneagles Hospital, Mount Elizabeth Hospital, Mount Elizabeth\nNovena Hospital, Parkway East Hospital, Mount Alvernia Hospital, Farrer Park Hospital and other day surgery centers in Singapore where\nour medical practitioners are accredited to practice. Our clinics have been selected by several insurance providers as preferred medical\ncare providers and our medical doctors are MediSave accredited, and therefore patients can submit their MediSave or Integrated Shield\nPlan claims through our clinics. MediSave is a national medical savings scheme in Singapore that helps individuals set aside part of\ntheir income to pay for their personal or approved dependents’ hospitalization, day surgery and certain outpatient expenses, as\nwell as their healthcare needs in old age. MediShield Life (“MSHL”) is a basic national health insurance scheme in Singapore\nthat provides lifelong coverage for Singapore citizens and permanent residents. Certain aspects of MediShield Life are paid for using\nMediSave funds. Integrated Shield Plans are optional health coverage in Singapore provided by private insurers that complements MSHL\nwith higher coverage benefits.

The\npatients who visit our clinics are either walk-in patients, employees of corporations, or policyholders of insurance companies with whom\nwe have entered into arrangements. We believe that such arrangements with corporations and insurance companies to offer our medical services\nat preferred rates allow for the convenient, reliable and cost-effective inpatient and outpatient medical treatments at private hospitals,\nprovide our Group’s clinics with patient volume and enables these corporations and insurance companies to meet their budgetary\nconstraints in relation to the medical treatment of their employees or, as the case may be, policyholders. For the past five years, we\nserved more than 20 insurance companies and over 300 corporations.

OUR\nCORPORATE STRUCTURE

The\nfollowing diagram illustrates our corporate structure as of the latest practicable date:

$\"\"$

A\nbrief description of the subsidiary entities in our group as of the latest practicable date is set out below.

No.	Group entity	Jurisdiction\n of incorporation	Business\n Profile
1.	Basel Medical Group Pte. Ltd. (previously known as\n Singmed Specialists Pte. Ltd.)	Singapore	Intermediate holding company
2.	Singapore Knee, Sports and Orthopaedic Clinic Pte.\n Ltd.	Singapore	Clinics and other general medical services
3.	Singapore Knee, Sports and Orthopaedic Services Pte.\n Ltd.	Singapore	Clinics and other general medical services
4.	Singapore Sports & Orthopaedic Clinic Pte. Ltd.	Singapore	Clinics and other general medical services
5.	Singapore Sports & Orthopaedic Services Pte. Ltd.	Singapore	Specialised medical services (Including day surgical\n centres)
6.	SSOC Pte. Ltd.	Singapore	Clinics and other general medical services
7.	SSOS Pte. Ltd.	Singapore	Clinics and other general medical services
8.	Pharma Avenue Pte. Ltd. (previously known as Singapore\n Sports and Physiotherapy Centre Pte. Ltd.)	Singapore	Other health services
9.	Bethesda Medical Pte. Ltd.	Singapore	Clinics and other general medical services
10.	Oasis Medical Clinic Pte. Ltd.	Singapore	Clinics and other general medical services
11.	SSOC Farrer Park Pte. Ltd.	Singapore	Clinics and other general medical services
12.	SSOC Novena Pte. Ltd.	Singapore	Clinics and other general medical services
13.	SSOC Orchard Pte. Ltd.	Singapore	Clinics and other general medical services
14.	Eyetrust Medical Pte. Ltd.	Singapore	Specialised medical services (Including day surgical\n centres)

OUR\nBUSINESS MODEL

Patient\ntypes, fees and payment

Our\nbusiness model can be broadly divided into two segments, comprising the (i) individual patient segment, which is made up of individual\nwalk-ins and recurring individual patients, and (ii) our corporate client segment, which mainly includes patients referred to us by their\nemployers which are our corporate clients. Our fees are paid for either by the patient, or by the patient’s employer or insurer\nin the case of a qualifying claim which qualification depends on the terms of employment or insurance coverage of such patient. As is\nthe case with other clinical groups in Singapore, our fees and charges are determined based on the types of services rendered and medication\nprescribed. We maintain an internal itemized fee scale which sets out the prices of our services for patients. The Singapore Ministry\nof Health has published a set of fee benchmarks which constitute recommended charges for doctors and hospital fees in the private sector,\nfor routine and typical cases. These benchmarks inform what is a reasonable range of fees that patients and insurers could expect to\npay, and serve as a reference for doctors and hospitals in setting their fees. Our fee scale is determined and periodically revised with\nreference to such benchmarks. We also prescribe orthopedic devices as part of the treatment of our patients where necessary, with such\northopedic devices being wholly-sourced from and supplied by wholesale suppliers.

Patient\ndemographics

For\nthe year ended June 30, 2026, approximately 9% of our patients were aged 25 years old and below, approximately 35% aged 26 to 40 years\nold, approximately 41% were aged 41 to 60 years old and approximately 15% were 61 years old and above. For the same year, approximately\n51% were male and 49% were female.

For\nthe year ended June 30, 2026, based on our historical estimation, approximately 0.2% of our patients are employees of corporate clients\nwho receive treatment of work related injuries, such as manual laborers from the construction, marine, and oil and gas industries, approximately\n0.05% are individual customers who are treated for spinal surgery and other neurological conditions, while approximately 0.2% are individual\ncustomers treated for other sub-specialties, including trauma, sports medicine, joint replacement, knee replacement, physiotherapy, arthroscopy,\nknee/hip replacements, sports medicine/surgery, foot/ankle surgery and others.

Our\nMedical Facilities

Our\nGroup operates medical clinics that are located at the following locations in Singapore:

Medical Clinic		Location

Singapore Sports & Orthopaedic Clinic		6 Napier Road, #02-10/11 Gleneagles Medical Centre

Bethesda Medical Clinic (Suntec)		3 Temasek Boulevard #03-330 Suntec City Mall

Bethesda Medical Clinic (Grantral Mall-Macpherson)		601 Macpherson Road #01-04

Bethesda Medical Clinic (Toa Payoh)		500 Lorong 6 Toa Payoh #04-33

Bethesda Medical Clinic (Margaret Drive)		38 Margaret Drive #02-03

Bethesda Medical Clinic (Tampines)		406 Tampines Street 41 #01-31

Bethesda Medical Clinic (Beach Road)		152 Beach Road, #03-08 Gateway East

SSOC Novena Clinic		38\n Irrawaddy Road #08- \n 63\n Mount Elizabeth Novena Specialist Centre

Types\nof Treatments and Services

Our\nGroup is a healthcare group primarily involved in the provision of a comprehensive range of health services including but not limited\nto orthopedic treatments and surgeries, trauma and sports medicine services (both surgical and non-surgical), physiotherapy services,\ngeneral practices, health screening, mental health, woman’s health and neurological treatments.

Orthopedic\nServices

In\ngeneral, our orthopedic services can be categorized as surgical and non-surgical treatments.

Surgical

Our\nmedical professional team provides surgical services to treat a wide range of orthopedic conditions and adopt advanced techniques such\nas minimally invasive surgery and keyhole surgery which enhances surgical precisions, reduces complications, and encourages fast recovery\nfor our patients. We also employ the use of advanced technology such as robots which enable us to perform our surgeries with precision.\nOur medical practitioners are all trained and experienced surgeons who have many years of clinical and surgical experience.

Non-Surgical

We\nalso provide a wide range of non-surgical services, ranging from general consultations to diagnostic and therapeutic orthopedic procedures\nsuch as medications, injections, splinting and physiotherapy in the outpatient setting. Our medical practitioners also provide, inter\nalia, second opinions and being on-call in the hospitals associated with our clinics.

Treatment\nProcess

When\na patient first visits one of our clinics, he or she will go through a consultation with one of our medical practitioners for an accurate\ndiagnosis of their medical condition. Depending on the medical condition, tests such as MRI scans, CT scans or X-rays may be arranged\nfor the patient. Our medical practitioners will then review the results of such tests and determine the best form of treatment for the\npatient and advise them accordingly. We may prescribe orthopedic devices to our patients where necessary, such as joint implants, bone\nfixation devices, orthopedic braces and supports and other related devices, with such orthopedic devices being supplied by wholesale\nsuppliers. Generally, surgical procedures are carried out in the hospitals and medical centers in which our clinics are located. We also\nprovide post-surgical services to our patients which include arranging inpatient support as well as follow-up consultations.

Physiotherapy\nServices

Physiotherapy\nis the use of evidence-based proven techniques to help restore, maintain and maximize movement, function and overall-well-being. It includes\nrehabilitation as well as injury prevention and promotion of health and fitness. Physiotherapy services are ideal for patients of all\nages affected by injury or orthopedic conditions, for pain management, improved sports performance and for general health and wellbeing.\nGenerally, patients seeking a non-invasive treatment option that would improve their mobility would consider physiotherapy. During the\ninitial session, our medical practitioners will perform a physical examination to assess the patient’s musculoskeletal condition,\nidentify its cause or contributing factors and work with the physiotherapists develop a holistic management plan that will optimize the\ntreatment outcome. The focus is on resolving functional issues such as difficulties in the movement and performance of daily activities.

Neurology\nand Neurosurgical Treatments

Our\nneurosurgeon possesses substantial experience in the field of neuroscience and is able to provide comprehensive services for the treatment\nof brain and spine conditions across all age groups. Our Group is able to address a wide range of issues, from headaches and brain tumors\nto aneurysms and strokes. Additionally, our team of medical practitioners collaborate to offer comprehensive care for patients facing\nvarious orthopedic and neurological diseases and disorders. This encompasses conditions such as epilepsy, brain and spine tumors, concussions,\ncraniofacial deformities, scoliosis, movement disorders, and more. The seamless coordination between our orthopedic doctors and neurosurgeon\nfacilitates smooth transitions in patient care.

Our\nCorporate Clients

A\nportion of the patients who visit our clinics are employees of corporations, such as construction, marine, and oil & gas companies,\nor policyholders of insurance companies. We have entered into arrangements with such corporations and insurers, a common practice in\nthe Singapore medical services industry, where such counterparties may refer their employees to us for treatment, or include us in a\npanel of recognized medical clinics eligible for coverage under the relevant insurance plan. The material terms in our typical agreements\nwith such corporations are set out below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Scope		Our Group contracts with\n corporations to provide medical services for their employees. If and when an employee utilizes the services of our Group, we will\n bill and seek payment from the employer.

Exclusivity		We may have exclusivity\n arrangements with certain corporations to enjoy our preferential rates.

Term of cooperation		Typically, our agreements\n with such corporations are perpetual but are terminable subject to periodic renewal or provision of the required notice period.

Payment terms		We typically provide preferential\n rates for our consultancy, treatment, and medication charges, which may be subject to adjustment. We may provide credit terms to\n the corporations to settle our fees on a periodic basis.

Other obligations		We are typically contractually\n obligated to maintain the required licenses, permits and insurance to provide our medical services.

The\nmaterial terms in our typical agreements with third-party insurers are set out below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Scope \n		Our Group contracts with\n insurers which provide insurance or health programs to their covered participants. Such insurers may list our clinics on their panel\n lists and provide information about our Group and our services to their covered participants. When a participant utilizes the services\n of our Group, we will bill and seek payment from the insurer.

Exclusivity		There are generally no\n exclusivity arrangements and such insurers are free to enter into similar arrangements with other clinic and medical service providers.

Term\n of cooperation \n		Typically, our agreements\n with such insurers are perpetual but are terminable subject to periodic renewal or provision of the required notice period.

Payment\n terms \n		We typically provide a\n schedule of our consultancy, treatment, and medication charges, which may be subject to adjustment. Certain agreed discounts may\n be available to the insurer based on the usual and customary charges for our services. Certain corporate insurers may charge administration\n fees from us.

Other obligations		We are typically contractually\n obligated to maintain the required licenses, permits and insurance to provide our medical services.

Our\nSpecialist Doctors:

Our\nroster of medical specialists includes Dr. Kevin Yip, MBBS (U of London, United Kingdom), FRCS (Orth Surg) (RCS, Edinburgh, United\nKingdom), FHKCOS (Hong Kong College of Orthopaedic Surgeons, Hong Kong, China), FAMS (Orth Surg) (Academy of Medicine, Singapore), who\nis the founder of our Group, Dr. Matthew Tung, MBBS (NUS, Singapore), FRCS (Neurosurgery) (RCPS, Glasgow, United Kingdom), a neurosurgeon\nwho specializes in treating disorders of the brain and spine with special interest in back pain and neck pain, nerve pain and headache,\nDr. Palanisamy Arul Murugan, MBBS in Orthopaedic Surgery (IN), MRCS (Member of the Royal College of Surgeons of Edinburgh) Edin, Mmed\n(Master of Medicine, Ortho), FRCS (Ortho), a practicing doctor with our Singapore Sports and Orthopaedic Clinic who joined our Group\nin December 2020, and Dr. Kelvin Tan, MBBS (Singapore), MRCS (Edinburg), M.Med (Orthopedics), FRCS (Edinburg) (Orthopedics), a\nconsultant orthopedic surgeon at Singapore Sports and Orthopaedic Clinic who joined our Group in August 2024. Dr. Jeffrey Tan Gek Meng,\nMBBS (S’pore), M.Med (Ortho Surgery, S’pore), MRCS (Edin.), FRCS (Edin.), a consultant orthopedic surgeon who joined\nthe group in August 2026.

Competition

The\nmedical treatment market in Singapore is highly fragmented, with low barriers to entry and low consolidation. We generally face competition\nfrom both medical practitioners and non-medical practitioners. Such medical practitioners include doctors and surgeons in specialties\nsuch as orthopedics, neurosurgeons, neurologists, and rheumatologists who offer similar medical procedures to treat pain or alternative\nmedical treatments. There are certain other corporate groups in Singapore offering general medical and orthopedic treatments, including\nlisted companies, as well as small and medium enterprises, some of which have been offering similar private orthopedic and physiotherapy\nservices for twenty or more years in the Singapore market. The non-medical practitioners who provide comparable pain management treatments\ninclude traditional Chinese medicine physicians, physiotherapists, and chiropractors, who provide alternative services to our pain care\nservices designed to alleviate pain conditions suffered by patients. As for our general services under Bethesda Medical Clinics, we face\ncompetition from general practices with rich experienced clinicians. Singapore is a densely populated country and most neighborhoods\nhave some form of general practice clinics. These clinics may range from solo practitioners to group practices and the clinicians’\nexperience can be highly variable. Ultimately, our business moat lies in the level of integration of services within its micro ecosystem\ni.e. musculoskeletal related diseases, integration into payors’ ecosystem such as insurers or national programs, quality and continuity\nof care of the practice itself.

Our\nPatients and Clients

Customer\nBase

Our\ncustomers primarily include (i) first time or recurring individual patients and (ii) corporate employers, a substantial portion of which\nare construction, marine and oil & gas companies, walk in customers, referral from our general practitioners. Our revenue for the\nperiods indicated below categorized according to inpatient treatment (which involves ward admission), outpatient treatment (which do\nnot require hospitalization), corporate patients (being patients referred to us by our corporate customers) and individual patients (who\nare our direct customers and are not referred to us by corporate customers) is as follows:

	Years ended June 30
	2026		2025
	US$’000		S$’000		%	S$’000	%
Specialist clinics
Corporate patients
Inpatients		1,152		1,479		9		1,448	13
Outpatients		1,844		2,367		14		2,388	21
Total Corporate patients		2,996		3,846		23		3,836	34

Individual patients
Inpatients		2,424		3,112		19		2,093	18
Outpatients		3,608		4,631		28		4,554	40
Total individual patients		6,032		7,743		47		6,647	58

General practice clinics
Corporate patients		2,318		2,975		19		635	6
Individual patients		1,463		1,878		11		202	2
Total Group revenue		12,809		16,442		100		11,320	100

During\nthe year ended June 30, 2026, we had approximately 15,690 patients referred by our corporate clients and 18,633 individual patients and\nthe revenues generated from our ten largest customers represented approximately 5.0% of our revenues for the same period, while such\nten largest customers include four corporate clients who refer their employees to us for treatment. During the year ended June 30, 2025,\nwe had approximately 964 patients referred by our corporate clients and 13,161 individual patients and the revenues generated from our\nten largest customers represented approximately 4.0% of our revenues for the same period, while such ten largest customers include seven\ncorporate clients who refer their employees to us for treatment.

Sales\nand Marketing

Our\nmarketing and business development activities are spearheaded by our management and senior medical practitioner leaders who plan and\nformulate our overall objectives and business strategies within the ambits of the applicable guidelines issued by the MOH and the relevant\nlaws and regulations in Singapore. We have a dedicated corporate marketing team comprising of a marketing supervisor and several marketing\nstaff who implement and monitor our marketing and business development initiatives.

We\nmarket our services and develop our business through the following methods:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Personal referrals.\n Personal referrals by “word of mouth” have proven to be a particularly effective method. This is our Group’s most\n important asset and strong point. Through this “soft” marketing approach, we attract quality patients who are confident\n in our healthcare services. We will continue to cultivate brand loyalty and goodwill amongst our existing patients.

	●	Advertising and social\n media. In order to create awareness of our Group, we make use of traditional newspaper advertisements, Google advertisements\n as well as social media in compliance with all relevant laws, rules, and regulations, including but not limited to the SMC’s\n Ethical Code and Ethical Guidelines, as well as the advertising guidelines and publicity regulations published under the Singapore\n Private Hospitals and Medical Clinics Act. Our digital media presence through our website and social media, and search engine optimization\n has enabled us to increase our brand awareness and customer reach and drive business volumes.

	●	Panels of insurance\n companies. Our clinics have been selected by several insurance providers as preferred medical care providers. The inclusion of\n our clinics on these panels provides another avenue through which we are able to reach new customers.

	●	Corporate marketing.\n We recognize that corporate clients are an important source of income, and we actively pursue corporate client accounts through conducting\n presentations at potential corporate client’s premises. Our marketing team is constantly engaging current and new corporate\n clients to understand their needs and requirements. Prospective corporate clients are also presented with highly competitive preferential\n rates for the specialist healthcare services offered by our Group that are tailored to the needs of their employees.

	●	Participation in medical\n conferences, seminars and workshops. Our medical practitioners attend health conferences in Singapore and overseas. These events\n provide opportunities, either as guest speakers or participants, to network with other medical practitioners and the public to increase\n our presence in the medical industry. Such events are also opportunities for us to identify promising medical specialists that we\n may recruit to join our Group.

	●	Corporate website.\n Our corporate website highlights the profiles of our specialist medical practitioners, the range of services that we provide and\n the location of our medical clinics. This allows us to raise the potential customers’ awareness of our Group and the services\n we provide in addition to traditional marketing methods. It is also an avenue for us to update the public on our Group’s latest\n activities and to educate the public on health issues. Direct online bookings continues to grow, in part because of effective search\n engine optimization. We have also been utilizing search engine optimization to improve our website traffic and widen our reach to\n our targeted audience in order to drive our business volumes. Information contained on our website does not constitute part of this\n report.

We\ncontinually obtain market updates and keep abreast of the latest relevant technology in the healthcare industry, and we formulate growth\nstrategies to increase our profile in the industry. This also enables us to devise growth strategies locally and overseas.

Quality\nControl and Training

We\nplace a great emphasis on delivering quality personalized care for our patients. Our clinical decisions are made based on patients’\ninterests and contemporary evidence-based medicine. Our clinic operations team conducts regular training sessions for our medical professionals\nand support staff, regular surveillance and performance audits and provides professional support to ensure our medical professionals\nand support staff are in compliance with our operating procedures and business rules. As a condition of their employment, medical professionals\nare required to provide background information, certificates and evidence that they have complied with the applicable regulatory requirements\nand have a valid professional indemnity insurance policy.

We\nbelieve that service quality is vital to any industry and even more so in the medical and healthcare sectors. We comply with all MOH\nand SMC guidelines with regards to quality standards. We continually seek feedback from our patients via direct dialogue. The results\nare relayed to our medical professionals and management. Such feedback is taken seriously and is designed to contribute positively to\nthe overall experience of the patient.

We\nrecognize that the industry that we operate in is competitive, and it is vital to provide quality services and maintain high standards\nin our operations. We believe that staff training is important for our Group, capability and morale of our staff is of high importance,\nand that continual staff training and development is crucial to supporting the strategic vision of our Group and the future growth of\nour business and operations. In order to ensure that our employees are competent in their roles and responsibilities, staff training\nplays an important role in our operations, and comprises largely on-the-job training and in-house training.

Our\nSuppliers

Our\npatients typically obtain their required drugs and medication from our clinics. The drugs and medications that we prescribed include\npainkillers, antibiotics, and nerve repair medication. Generally such drugs are widely available, and we do not anticipate any substantive\ndifficulties in procuring such drugs and medications. We have also not experienced significant fluctuations in the prices of such drugs\nand medications. We obtain such supplies primarily from wholesalers based in Singapore, with which we do not usually have long term contracts\nas we anticipate being able to have access to alternative suppliers at comparable prices. Other suppliers include laboratory tests service\nproviders, and radiology service providers. For the year ended June 30, 2026, we had approximately 380 suppliers and expenses incurred\nin relation to our five largest suppliers represented approximately 12% of our total expenses for the same period. For the year ended\nJune 30, 2025, we had approximately 301 suppliers and expenses incurred in relation to our five largest suppliers represented approximately\n12% of our total expenses for the same period.

Seasonality

Due\nto the nature of our medical services, we have not observed any significant seasonal trends affecting our business operations and financial\nperformance and results. We believe that there is no apparent seasonality affecting the business of providing orthopedics and other related\nservices.

Intellectual\nProperty

Our\nprimary intellectual property rights comprise website domain names (including “www.orthopaedicclinic.com.sg”, “www.baselorthopaedics.com”,\n“www.baselneurosurgery.com” and “www.baselmedical.com”,) and our registered trademark. Given\nthe scale of our operations, which currently only covers Singapore, we currently have registered only one trademark. We may create and\nregister other trademarks in the future as our business grows. We intend to protect our intellectual properties vigorously, but there\ncan be no assurance that our efforts will be successful. Even if our efforts are successful, we may incur significant costs in defending\nour rights. From time to time, third parties may initiate litigation against us alleging infringement of their proprietary rights or\ndeclaring their non-infringement of our intellectual property rights.

OTHER\nBUSINESS DEVELOPMENTS

In\nMay 2025, we published an announcement relating to the entry by Basel Medical Group Pte Ltd, a subsidiary of the Company, into a master\nsupply agreement with Pancare Technology International (HK) Limited (“Pancare”). The arrangement was subsequently superseded\nby a tripartite agreement under which Basel Medical Group Pte Ltd acts as the procurement and financing party, arranging sourcing and\ndelivery of medical and personal protective equipment products, while Pancare manages order execution for the purchasing party.

In\nMay 2025, we announced a potential Bitcoin acquisition plan to strengthen our treasury reserves. In July 2025, we announced that we have\nput on hold such BTC acquisition plan. This decision reflects the ongoing regulatory review of digital assets by US authorities and the\ncurrent lack of clarity on how forthcoming policies may impact the transaction. Such plans are put on hold indefinitely and we have no\ncurrent intention to restart any such acquisition.

In\nJune 2026, the Company effected a 1-for-12 reverse share split of its ordinary shares to satisfy Nasdaq’s minimum bid price requirement.\nFollowing the implementation, the Company successfully regained compliance with Nasdaq Listing Rule 5550(a)(2) in July 2026. Furthermore,\nin October 2026, the Company completed a registered direct offering raising gross proceeds of approximately US$7.98 million (net proceeds\nof approximately US$7.28 million) to fund ongoing working capital needs and corporate expansion.

EMPLOYEES

We\nhad 81 full-time employees as of June 30, 2025, and 74 full-time employees as of June 30, 2026. The following table sets forth the number\nof our full-time employees categorized by function as of June 30, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Function	Number of employees
Management		4
Medical practitioner		15
Clinical staff		38
Accounting, human resource and others		9
Marketing		8
Total		74

LEGAL\nPROCEEDINGS

On\nJuly 23, 2026, subsequent to the financial period ended June 30, 2026, a securities class action lawsuit was filed in the Supreme Court\nof the State of New York, County of New York, United States of America, naming Basel Medical Group Ltd. (the “Company”),\ntogether with several other companies and parties, as defendants. The lawsuit alleges violations of certain provisions of the United\nStates Securities Act of 1933 in connection with alleged misstatements and omissions in registration statements and prospectuses relating\nto initial public offerings. The plaintiffs are seeking compensatory damages and other relief, the amounts of which have not been quantified.

Management,\nhaving considered the advice of the Company’s US legal counsel, believes that the allegations are without merit and that the likelihood\nof an outflow of economic resources arising from the proceedings is remote. Accordingly, no provision has been recognised in the financial\nstatements in respect of this matter.

The\nCompany will continue to monitor the proceedings and reassess any potential financial implications as further developments arise.

C.\nOrganizational Structure

Basel\nMedical is a BVI business company incorporated on August 10, 2023 with operations conducted by our subsidiaries based in Singapore. From\n2004 to the 2020s, we expanded our operations and incorporated further operating entities in Singapore. The following entities were incorporated\non the following dates primarily to serve different segments of our clientele:

No.	Group entity	Jurisdiction\n of incorporation	Business\n Profile
1.	Basel Medical Group Pte. Ltd. (previously known as\n Singmed Specialists Pte. Ltd.)	Singapore	Intermediate holding company
2.	Singapore Knee, Sports and Orthopaedic Clinic Pte.\n Ltd.	Singapore	Clinics and other general medical services
3.	Singapore Knee, Sports and Orthopaedic Services Pte.\n Ltd.	Singapore	Clinics and other general medical services
4.	Singapore Sports & Orthopaedic Clinic Pte. Ltd.	Singapore	Clinics and other general medical services
5.	Singapore Sports & Orthopaedic Services Pte. Ltd.	Singapore	Specialised medical services (Including day surgical\n centres)
6.	SSOC Pte. Ltd.	Singapore	Clinics and other general medical services
7.	SSOS Pte. Ltd.	Singapore	Clinics and other general medical services
8.	Pharma Avenue Pte. Ltd. (previously known as Singapore\n Sports and Physiotherapy Centre Pte. Ltd.)	Singapore	Other health services
9.	Bethesda Medical Pte. Ltd.	Singapore	Clinics and other general medical services
10.	Oasis Medical Clinic Pte. Ltd.	Singapore	Clinics and other general medical services
11.	SSOC Farrer Park Pte. Ltd.	Singapore	Clinics and other general medical services
12.	SSOC Novena Pte. Ltd.	Singapore	Clinics and other general medical services
13.	SSOC Orchard Pte. Ltd.	Singapore	Clinics and other general medical services
14.	Eyetrust Medical Pte. Ltd.	Singapore	Specialised medical services (Including day surgical\n centres)

D.\nProperty, Plants and Equipment

We\nare headquartered in Singapore. Our corporate headquarters in Singapore is located at 6 Napier Road, Unit #02-10/11 Gleneagles Medical\nCentre, Singapore 258499.

We\nalso lease our clinics at 6 Napier Road, Units #02-10/11 and #03-07, Gleneagles Medical Centre, Singapore, 406 Tampines Street 41 #01-31,\n152 Beach Road #03-08 & #03-08A Gateway East, 38 Margaret Drive #02-03, 500 Lorong 6 Toa Payoh #04-33, 3 Temasek Boulevard #03-330\nSuntec City Mall and 601 Macpherson Road #01-04. We believe our properties are sufficient for our current needs and that suitable additional\nfacilities will be available on commercially reasonable terms to accommodate any such expansion of our operations.

ITEM\n4A. UNRESOLVED STAFF COMMENTS

Not\napplicable.

ITEM\n5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The\nfollowing discussion and analysis of our financial condition and results of operations for the year ended June 30, 2025 and 2026 should\nbe read in conjunction with our audited consolidated financial statements and related notes for the fiscal years ended June 30, 2025\nand 2026. This discussion and analysis and other parts of this document contain forward-looking statements based upon current beliefs,\nplans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could\ndiffer materially from those anticipated in these forward-looking statements as a result of several factors. Factors that might cause\nfuture results to differ significantly from those projected in the forward-looking statements include, but are not limited to, those\ndiscussed below and elsewhere in this document. Under no circumstances should the inclusion of such forward-looking statements herein\nbe regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by our Company or\nany other person. These forward-looking statements that speak only as of the date hereof.

REVIEW\nOF RESULTS OF OPERATIONS

Revenue

Revenue\nincreased by S$5,121,826, approximately 45.2%, from S$11,319,944 in year ended June 30, 2025 to S$16,441,770 (US$12,808,828) in year\nended June 30, 2026. The increase was primarily attributable to higher business activity and increased demand for the Group’s services\nduring the period.

Other\nincome

Other\nincome increased by S$3,318,270, approximately 189.3% from S$1,752,489 in the year ended June 30, 2025 to S$5,070,759 (US$3,950,333)\nin year ended June 30, 2026. The increase was mainly attributable to gains arising from business transactions and other non-operating\nincome recognized during the period.

Consumables,\nmedical supplies and other related expenses

Consumables,\nmedical supplies and other related expenses increased by S$1,383,798, approximately 54.2% from S$2,552,460 in the year ended June 30,\n2025 to S$3,936,258 (US$3,066,510) in year ended June 30, 2026. The increase was generally in line with the higher level of business\nactivities and revenue generated during the period.

Employee\nbenefit expense

Employee\nbenefit expense increased by S$2,838,389, approximately 44.4% from S$6,397,933 in the year ended June 30, 2025 to S$9,236,322 (US$7,195,482)\nin the year ended June 30, 2026. The increase was mainly attributable to an increase in headcount, higher remuneration costs and additional\nstaff-related expenses incurred to support business expansion.

Depreciation\nexpense

Depreciation\nexpense increased by S$2,714,262 or 229.8%, from S$1,181,128 in the year ended June 30, 2025 to S$3,895,390 (US$3,034,672) in the year\nended June 30, 2026. The increase was mainly due to higher depreciation and amortization charges relating to right-of-use assets and\nproperty and equipment.

Rent\nexpense

Rent\nexpense decreased by S$134,412 or 95.3%, from S$141,075 in the year ended June 30, 2025, to S$6,663 (US$5,191) in the year ended June\n30, 2026. The decrease was mainly attributable to the expiration of short-term lease arrangements incurred in the prior period.

Other\noperating expenses

Other\noperating expenses increased by S$1,928,192 or 58.4% from S$3,300,208 in the year ended June 30, 2025 to S$5,228,400 (US$4,073,142) in\nthe year ended June 30, 2026. The increase was mainly attributable to higher professional fees, administrative expenses and costs associated\nwith the Group’s expanded operations.

Finance\ncosts

Finance\ncosts increased by S$255,381 or 125.2% from S$203,948 in the year ended June 30, 2025 to S$459,329 (US$357,837) in year ended June 30,\n2026. The increase was mainly attributable to higher interest expenses arising from borrowings and lease liabilities.

Impairment\nloss on goodwill

S$10,349,252\nimpairment loss on goodwill was recognized for year ended June 30, 2025 from the acquisition of the Bethesda group. As the group was\nnewly acquired and its operations and performance has yet to be turned around, on prudent basis, the full amount of goodwill has been\nimpaired.

Loss\nbefore tax

Loss\nbefore tax decreased by S$9,803,738 from a loss of S$11,053,571 in the year ended June 30, 2025 to a loss of S$1,249,833 (US$973,673)\nin the year ended June 30, 2026. The turnaround was mainly attributable to the significant increase in revenue and other income, partially\noffset by higher employee benefit expenses and depreciation charges.

Income\ntax expense

Income\ntax expense increased by S$596,955 from tax benefit of S$417,393 in the year ended June 30, 2025 to a tax loss of S$179,562 (US$139,886)\nin the year ended June 30, 2026, due to under-provision of tax for prior years.

REVIEW\nOF FINANCIAL POSITION

As\nat June 30, 2026

Current\nAssets

Current\nassets amounted to S$12,129,469 (US$9,372,898) or 68.2% of the total assets as at June 30, 2026, and mainly comprised inventories, trade\nand other receivables, cash and cash equivalents and deferred offering costs.

Inventories\namounted to S$230,917 (US$178,438) and accounted for 1.9% of the current assets, and comprised of drugs and medical supplies.

Trade\nand other receivables amounted to S$10,341,500 (US$7,991,266) and accounted for 85.3% of the current assets, which are mainly trade receivables\ndue from corporate clients, deposits, and other receivables.

Cash\nand cash equivalents amounted to S$529,887 (US$409,464), and accounted for 4.4% of the current assets.

Deferred\noffering costs amounted to S$32,353 (US$25,000), and accounted for 0.3% of the current assets.

Non-Current\nAssets

As\nat June 30, 2026, non-current assets amounted to S$5,658,653 (US$4,372,655) or 31.8% of our Group’s total assets. Non-current assets\nmainly consist of right of use assets from lease properties of S$5,313,472 (US$4,105,921), deferred tax assets of S$58,962 (US$45,562),\nand property and equipment of S$286,219 (US$221,172).

Current\nLiabilities

Current\nliabilities amounted to S$9,861,868 (US$7,620,638) and accounted for 74.4% of our total liabilities, and comprised of trade and other\npayables, borrowings, amount due to related parties and asset retirement obligation.

Trade\nand other payables amounted to S$3,554,236 (US$2,746,493) and accounted for 36.0% of our current liabilities. Trade and other payables\nmainly comprised trade payables to suppliers in relation to the purchases of consumables and medical supplies, accrued bonus for employees\nand goods and services tax payable.

Borrowings,\nwhich amounted to S$5,266,717 (US$4,069,791) and accounted for 53.4% of our current liabilities, mainly related to lease liabilities.

Amount\ndue to related parties of S$962,860 (US$744,038), or 9.8% of our Group’s total current liabilities.

Asset\nretirement obligation of S$77,000 (US$59,501), or 0.8% of our Group’s total current liabilities.

Non-current\nliabilities

Non-current\nliabilities amounted to S$3,389,927 (US$2,619,525) and accounted for 25.6% of our total liabilities. Non-current liabilities comprised\nof lease.

Total\nEquity

Total\nequity amounted to S$4,536,327 (US$3,505,390), mainly comprising S$34,208,562 (US$25,609,109) of share capital, S$24,455,170 (US$18,362,500)\nof merger reserve arising from group restructuring, S$4,323,727 (US$3,248,454) of retained earnings, translation reserve of S$373,120\n(US$90,773) and non-controlling interest of S$520,218 (US$401,992).

LIQUIDITY\nAND CAPITAL RESOURCES

The\nGroup finances its operations through internally generated funds, borrowings from financial institutions and funding from shareholders\nand related parties.

As\nat June 30, 2026, we had cash and cash equivalents of S$529,887 (US$409,464) and equity attributable to owners of our Company amounted\nto S$5,056,545 (US$3,907,382).

The\nDirectors believe that the Group has sufficient working capital and financial resources to meet its present obligations and operational\nrequirements for at least the next twelve months.

We\nset out below a summary of our consolidated statements of cash flows for the year under review. The following net cash flow summary should\nbe read in conjunction with the full text of this document, including consolidated financial statements for the year ended June 30, 2026\nand 2025, as set out in this document.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year ended June 30
	2026			2025
	US$’ 000			S$’ 000		S$’ 000

Net cash used in operating activities		(532	)		(635	)	(4,044	)
Net cash used in investing activities		(81	)		(104	)	(10,897	)
Net cash (used in)/ generated from financing activities		(1,372	)		(1,775	)	16,498
Net (decrease)/ increase in cash and cash equivalents		(1,985	)		(2,514	)	1,557
Cash and cash equivalents at beginning of financial year		2,394			3,044		1,951
Effects of currency translation on cash and cash equivalents		-			-		(464	)
Cash and cash equivalents at end of financial year		409			530		3,044

Year\nended June 30, 2026

For\nthe year ended June 30, 2026, we used operating cash flows before working capital changes of S$3,808,148 (US$2,904,682). Net changes\nin working capital amounted to -S$3,953,390 (-US$3,054,934). This was due mainly to an increase in trade and other receivables of S$1,190,986\n(US$920,320), an decrease in trade and other payables of S$3,020,549 (US$2,334,092) and an decrease in inventories of S$258,145 (US$199,478).\nWe paid interest of S$415,968 (US$324,057) and income tax of S$73,997 (US$57,647) in the year ended June 30, 2026. As a result, the net\ncash used in operating activities amounted to -S$635,207 (-US$531,956).

Cash\ngenerated used in investing activity amounted to S$104,241 (US$80,506), mainly due to profit attributable to non-controlling interest\nof S$136,899 (US$105,787) and acquisition of property and equipment of S$248,233 (US$191,819).

Net\ncash generated used in financing activities of S$1,775,131 (US$1,371,710) was mainly due to increase in amount due from related parties\nof S$994,812 (US$768,729), proceeds from borrowings of S$3,000,000 (US$2,318,213). This increase was partially offset by repayment of\nborrowings of S$424,865 (US$328,309) and payment of principal portion of lease liabilities of S$2,868,009 (US$2,216,219).

As\na result of the above, our Group’s cash and cash equivalents decreased by S$2,514,579 from S$3,044,466 as at June 30, 2025 to S$529,887\n(US$409,464) as at June 30, 2026.

CAPITAL\nEXPENDITURES AND CONTINGENT LIABILITIES

There\nwere no material capital expenditures other than routine purchases of medical, computer and office equipment. The Group has no known\ncontingent liabilities as at June 30, 2026.

ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.\nDirectors and Senior Management

The\nfollowing table sets forth certain information relating to our executive officers and directors as of the date of this annual report.\nUnless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices at\n6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore 258499.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Directors\n and Executive Officers	Age	Position
Darren Yen Feng Chhoa	39	Chief Executive Officer
Neo Chun How Alton	41	Interim Chief Financial Officer
Tan Boon Chye (Darren)	46	Chief Commercial Officer
Xinwen Yang	51	Director and Chairman of the Board
Juan Cao	39	Director
Paul Freudenthaler	62	Independent Director
Tony Chen	62	Independent Director
Kwek Yoon Soong	60	Independent Director
Frederick Shieh Ming Hong	51	Independent Director

Dr.\nDarren Chhoa, (MD GDHM MACHE), Group Chief Executive Officer. Dr. Darren joined our Group in June 2024. He leads our Group’s\nhealth value proposition strategy and also focuses on expansion and introduction of latest clinical solutions into the Group’s\npractices. Dr. Darren also oversees and develop partnerships and collaborations with other healthcare organizations and stakeholders\nto enhance Basel’s service delivery and patient care. Additionally, Dr. Darren’s role includes leading enterprise clinical\nbusiness development opportunities focusing on care delivery models, technologies, and products. Dr. Darren has led many initiatives\nover the past 12 years and has been directly involved in building a health unicorn in Asia-Pacific in his previous appointments. He also\nis accountable for Basel’s environmental stewardship work, corporate social responsibility projects, to which the Basel group offers\nclinical services and pharmaceutical support to the under-served and financially challenged communities around the world. From November\n2016 to March 2022, Dr. Darren served as the medical director and vice president with the Fullerton Healthcare Group. From March 2022\nto April 2024, Dr. Darren served as a senior director (Health Services) with MHC Health (HMI Group).

Alton\nChun How Neo, Group Interim Chief Financial Officer. Mr. Neo is a finance professional with extensive experience in corporate\nleadership, financial management, and education and joined our group as interim CFO in June 2026. Prior to joining Basel Medical, Mr.\nNeo served as the deputy CEO of InCorp Global’s Singapore operations, where he oversaw the entire Singapore’s operations\n- in particular, advisory and outsourcing services. In this role, he provides expertise in management reporting, corporate restructuring,\nbusiness valuation, insolvency, and forensic accounting. Before his tenure at InCorp Global, Mr. Neo contributed to the Singapore Ministry\nof Finance as a tax policy associate, focusing on the development and review of tax incentives. He was also part of the pioneer team\nat the Singapore Accountancy Commission (now ACRA) that developed the Singapore Chartered Accountant Qualification Programme. In addition\nto his corporate roles, Mr. Neo is dedicated to education, having developed and taught courses in financial accounting and related subjects\nat leading tertiary institutions. Currently, he serves as a part-time tutor at the London School of Business & Finance in Singapore\nand Singapore University of Social Sciences. Mr. Neo holds a Master of Business Administration, University of Hull and is also a Chartered\nValuer, Institute of Valuers and Appraisers, CA Singapore, Institute of Singapore Chartered Accountants and CPA Australia.

Tan\nBoon Chye (Darren), Group Chief Commercial Officer. Mr. Tan joined us as our Chief Commercial Officer in August 2025. Mr. Darren\nTan began his entrepreneurial journey in 2007 with a marketing venture. With extensive experience in business consulting, marketing,\nfinancing, and corporate development, he has a proven track record in business. A graduate of the University of London (BSc Accounting\n& Finance), Mr. Tan has also co-founded multiple companies across diverse industries. His achievements have been recognized with\nthe 2010 Successful Entrepreneur Award (Platinum Category) and the 2011 SME1 Asia Emerging Award, and he has been featured by Global\nBusiness Magazine, Channel News Asia, and Phoenix Satellite TV.

Xinwen\nYang, Director and Chairman of the Board. Mr. Yang joined the board as a director in September 2026. Mr. Yang has experience\nin healthcare, elderly care, emergency-response training, market development and business operations. He previously served as market\noperations president of Qilu Dakang Digital Technology Co., Ltd., where he was responsible for market strategy, business development\nand team management in the digital healthcare sector. He has also served as an expert adviser to the Health Committee of Lions Clubs\nInternational (Guangdong Chapter) since 2018. In his role with the Company, Mr. Yang is expected to contribute to the Company’s\nhealthcare business development, strategic planning and market expansion initiatives. Mr. Yang is also the deputy editor-in-chief of\nthe Macau Global Chinese Business Journal. Mr. Yang graduated from the Bachelor of Law, Jiangxi Provincial Party School in Jiangxi, China.

Juan\nCao, Director. Ms. Cao joined the board as a director in September 2026. Ms. Cao has more than 15 years of experience in business\ndevelopment, sales, channel management, project execution, customer relationship management and internal administration. From 2023 to\n2025, she served as business manager of Chengdu Huiya Innovation Education Research Institute, where she was responsible for business\noperations, market development, customer-resource integration, commercial negotiations and project delivery. She previously held senior\nbusiness-management positions with Sichuan Zizhihui Business Consulting Co., Ltd. and Sichuan Houzhong Culture Communication Co., Ltd.\nIn her role with the Company, Ms. Cao is expected to contribute to the Company’s commercial development, operational management,\ninternal coordination and corporate governance initiatives. Ms. Cao graduated from Sichuan Normal University, China, Law School, with\na major in law.

Paul\nFreudenthaler, Independent Director. Mr. Freudenthaler is an independent director on our board. He is the former chief financial\nofficer and current board member and board secretary for Freight Technologies Inc. (Nasdaq: FRGT). Prior thereto, Mr. Freudenthaler served\nas the chief financial officer for several leading companies in both the U.S. and Mexico. From August 2015 to April 2016, he was the\nchief financial officer for EZ Corp., the Mexico division of Crediamigo, a payroll discount lender. From November 2016 to August 2020,\nMr. Freudenthaler was the chief financial officer of Ascentium Capital, an independent small business lender in the U.S. Mr. Freudenthaler\ndrove the growth and successful sale of Ascentium Capital from private equity investors to one of the largest banks in the United States.\nMr. Freudenthaler was the chief financial officer for Old Mutual in Latin America from June 2012 to July 2015, Macquarie in Mexico City\nfrom June 2009 to May 2012 and Irwin Union Bank in the United States from August 2005 to August 2008. Mr. Freudenthaler’s experience\nincludes successful public offerings and a number of acquisitions totaling well over US$1 billion in both Mexico and the United States.\nMr. Freudenthaler was born in Canada and grew up in Mexico City, before spending the following 30 years splitting his time among Mexico,\nthe U.S. and Canada. Mr. Freudenthaler earned his MBA in Finance from The Wharton School of Business, a CPA License from Texas State\nBoard of Public Accounting, and a Bachelor of Commerce in Accounting and Economics from the University of Calgary, Canada. We believe\nMr. Freudenthaler’s extensive experience and knowledge in financials and management will help the Group effectively manage corporate\nrisks.

Tony\nChen, Independent Director. Mr. Chen is an independent director on our board. He is the CEO of Zirauti Global Ventures, a services\ncompany in global commodities trading. He also serves as an advisor to AeroGreens Indonesia, a fast-growing agribusiness company which\nhe cofounded in August 2020. From May 2017 to December 2022, Mr. Chen was the group managing director for Platindo Group, Indonesia,\nwhere he oversaw the group’s overall business development and strategy. From March 2002 to September 2009, Mr. Chen served as the\nCEO for Microsoft Indonesia, in which Microsoft Indonesia won the world’s best subsidiary for two consecutive years (2007 and 2008).\nFrom August 1996 to February 2002, Mr. Chen was the country sales director for Oracle Indonesia. Prior to Oracle, Mr. Chen also served\nwith Andersen Consulting, Dun & Bradstreet and Stratus Computer. Mr. Chen graduated from UNINUS, Bandung, Indonesia with a bachelor’s\ndegree in computer science, and obtained various trainings in business, management and leadership from many institutions, including the\nHarvard Business School in Boston. We believe that Mr. Chen is well qualified to serve on our board due to his wealth of professional\nexperiences and qualifications.

Kwek\nYoon Soong, Independent Director. Mr. Soong is an independent director on our board. Mr. Soong possesses extensive experience\nin the insurance industry in Singapore. From October 2018 to December 2022, he was the Chief Agency Officer of Prudential Insurance Company\nSingapore. In this role, he oversaw the agency channel and managed a 5,000-strong agency force. He began his career as an insurance agent\nin 1989. Mr. Soong brings with him many years of experience in training, recruitment and business development which includes leading\nand driving agency sales, manpower and productivity targets. Prior to joining Prudential, Mr. Soong was a consultant with Zurich Insurance\nPlc from October 2013 to September 2017 and engaged in projects to transform the agency channel, improve agent productivity and drive\nrevenue growth for Zurich’s subsidiary insurers in ASEAN including Zurich Topas Life (Indonesia) and Zurich Global Life (Singapore).\nAt Allianz Asia Pacific, Mr. Soong was Senior Regional Manager from September 1999 to June 2008 and from November 2011 to September 2013.\nDuring his tenure he was seconded as the Chief Agency Officer of Pioneer Life (Philippines) (January 2006 - December 2008), Ayudhya Allianz\n(Thailand) (October 2004 - June 2005), Allianz Dazhong (China) (February 2003 - September 2004) and Pioneer-Allianz (Philippines) (February\n2002 - February 2003). A Singaporean, Mr. Soong graduated from National University of Singapore Law School.

Frederick\nShieh Ming Hong, Independent Director. Mr. Frederick Hong joined the board as an independent director in September 2026. Mr.\nHong is a client-facing capital markets and real estate professional with over 24 years of experience across securities dealing and residential/investment\nproperty advisory in Singapore. He currently serves as an associate senior marketing director with Huttons Asia in Singapore, and previously\nheld roles with DTZ Property, Kim Eng Securities and OCBC Securities. Mr. Hong holds a real estate salesperson licence from the Council\nfor Estate Agencies, Singapore and also holds a diploma in finance from the Institute of Banking and Finance (IBF), Singapore.

There\nare no family relationship between any of the persons named above. To the best of our knowledge, there are no arrangement or understanding\nwith major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or\nmember of senior management, other than Mr. Yang Xinwen, Ms. Cao Juan and Mr. Frederick Hong, who were nominated to the board of directors\nby our former directors, Mr. Keng Leong Fung (Raymond) and Mr. Tan Boon Chye (Darren), in connection with their resignation from the\nboard in September 2026, and Mr. Tan Boon Chye (Darren), who was nominated as our Chief Commercial Officer by Rainforest Capital VCC.

B.\nCompensation

Compensation\nof Directors and Executive Officers

In\nthe year ended June 30, 2026, we paid an aggregate of US$358,105 in cash compensation to our directors and executive officers as a group.\nNone of our directors or executive officers receives pension, retirement or other similar benefits from us, and we have not set aside\nor accrued any amount to provide such benefits to our directors or executive officers. Our subsidiaries in Singapore are required by\nthe applicable laws and regulations of Singapore to make contributions, as employers, to the Central Provident Fund for all employees\n(including our executive officers) who are employed under a contract of service by our Singapore subsidiaries as prescribed under the\nCentral Provident Fund Act 1953. The contribution rates vary, depending on the age of the employee, and whether such employee is a Singapore\ncitizen or permanent resident (contributions are not required or permitted in respect of a foreigner on a work pass). Our directors’\nservice contracts with the Company do not provide for material benefits upon termination of employment.

Indemnification\nAgreements

We\nhave entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify\nour directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made\nby reason of their being a director or executive officer of the Company.

C.\nBoard Practices

Board\nof Directors

Our\nboard of directors currently consists of six directors, including two executive directors and four independent directors. The powers\nand duties of our directors include convening general meetings and reporting our board’s work at our shareholders’ meetings,\ndeclaring dividends and distributions, determining our business and investment plans, appointing officers and determining the term of\noffice of the officers, preparing our annual financial budgets and financial reports, formulating proposals for the increase or reduction\nof our authorized shares as well as exercising other powers, functions and duties as conferred by our amended and restated memorandum\nand articles of association. A director may exercise all the powers of our company to borrow money and to mortgage or charge its undertaking,\nproperty and assets (present and future) and to issue debentures, debenture stock, mortgages, bonds and other such securities whether\noutright or as security for any debt, liability or obligation of our company or of any third party. A director may vote in respect of\nany contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be\ncounted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement\nis considered. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is\nrequired to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director\nto the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be\nregarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest\nfor the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general\nnotice it shall not be necessary to give special notice relating to any particular transaction.

Duties\nof Directors

Under\nBritish Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act\nhonestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director\nis required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account,\nwithout limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities\nundertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not\nact or agree to the company acting in a manner that contravenes the amended and restated memorandum and articles of association or the\nBVI Act.

Under\nBritish Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act\nhonestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director\nis required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account,\nwithout limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities\nundertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not\nact or agree to the company acting in a manner that contravenes our amended and restated memorandum and articles of association or the\nBVI Act.

In\naddition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement\nto act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person\ncarrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience\nwhich that director has.

British\nVirgin Islands law does not regulate transactions between a company and its significant members, however it does provide that such transactions\nmust be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority members.\nWe have adopted a code of business conduct and ethics which requires employees to fully disclose any situations that could reasonably\nbe expected to give rise to a conflict of interest, and sets forth relevant restrictions and procedures when a conflict of interest arises\nto ensure the best interest of the Company.

As\nset out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,\nor to otherwise benefit as a result of their position.

Terms\nof Directors and Executive Officers

Pursuant\nto our amended and restated memorandum and articles of association, directors are appointed and removed by a resolution of members. Our\nboard of directors has the power from time to time and at any time to appoint any person as a director to fill a vacancy on the board\nor as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in\naccordance with the amended and restated memorandum and articles of association as the maximum number of directors. Our directors shall\nbe appointed for such term as may be determined by the members and will hold their offices until expiration of their respective terms\nof office and until their successors shall have been appointed and qualified. In addition, the office of any of our directors shall be\nvacated if the director (i) gives notice in writing to the Company that he resigns the office of director; or (ii) absents himself (for\nthe avoidance of doubt, without being represented by proxy) from three consecutive meetings of the board of directors without special\nleave of absence from the directors, and the directors pass a resolution of directors confirming that he has by reason of such absence\nvacated office; or (iii) dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or (iv) the director\nis found to be or becomes of unsound mind; or (v) the other directors (being not less than two in number) determine that he should be\nremoved as a director, either by resolution of directors passed by a majority of the other directors at a meeting of the directors duly\nconvened and held in accordance with the amended memorandum and articles of association or by resolution of directors in writing signed\nby a majority of the other directors; or (vi) the director becomes disqualified to act as a director under section 111 of the BVI Act.\nAn appointment of a director may be on terms that the director shall automatically retire from office (unless he or she has sooner vacated\noffice) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement\nbetween the director and us, if any; but no such term shall be implied in the absence of express provision. Our officers are elected\nby and serve at the discretion of the board of directors.

Board\nCommittees

Our\nboard of directors has an audit committee, a compensation committee and a nominating committee. Each committee’s members and functions\nare described below.

Audit\nCommittee

Our\naudit committee consists of Paul Freudenthaler, Tony Chen and Kwek Yoon Soong, and is chaired by Paul Freudenthaler. Each member satisfies\nthe “independence” requirements of Rule 5605(c)(2) of the Listing Rules of Nasdaq and meet the independence standards under\nRule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Paul Freudenthaler qualifies as an “audit\ncommittee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the\nfinancial statements of our company. The audit committee is responsible for, among other things:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	selecting the independent\n registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent\n registered public accounting firm;

●	reviewing with the independent\n registered public accounting firm any audit problems or difficulties and management’s response;

●	reviewing and approving\n all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

●	discussing the annual audited\n financial statements with management and the independent registered public accounting firm;

●	reviewing major issues\n as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

●	annually reviewing and\n reassessing the adequacy of our audit committee charter;

●	meeting separately and\n periodically with management and the independent registered public accounting firm; and

●	reporting regularly to\n the board of directors.

Compensation\nCommittee.

Our\ncompensation committee consists of Tony Chen, Paul Freudenthaler and Kwek Yoon Soong, and is chaired by Tony Chen. Each member satisfies\nthe “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The compensation committee assists the\nboard of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors\nand executive officers. Our executive officers may not be present at any committee meeting during which their compensation is deliberated\nupon. The compensation committee is responsible for, among other things:

\n \n \n \n \n \n \n \n \n \n

●	reviewing the total compensation\n package for our executive officers and making recommendations to the board of directors with respect to it;

●	approving and overseeing\n the total compensation package for our executives other than the three most senior executives;

\n \n \n \n \n \n \n \n \n \n

●	reviewing the compensation\n of our directors and making recommendations to the board of directors with respect to it; and

●	periodically reviewing\n and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee\n pension and welfare benefit plans.

Nominating\nand Corporate Governance Committee

Our\nnominating and corporate governance committee consists of Kwek Yoon Soong, Tony Chen and Paul Freudenthaler, and is chaired by Kwek Yoon\nSoong. Each member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The nominating\nand corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining\nthe composition of the board of directors and its committees. The nominating and corporate governance committee is responsible for, among\nother things:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	recommending nominees to\n the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board\n of directors;

●	reviewing annually with\n the board of directors the current composition of the board of directors with regards to characteristics such as independence, age,\n skills, experience and availability of service to us;

●	selecting and recommending\n to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well\n as of the nominating and corporate governance committee itself; and

●	monitoring compliance with\n our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Nasdaq\nCorporate Governance and Home Country Practices

Nasdaq\nListing Rule 5615(a)(3)(A) provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private\nIssuer may follow its home country practice in lieu of the requirements of the Rule 5600 Series, the requirement to disclose third party\ndirector and nominee compensation set forth in Rule 5250(b)(3), and the requirement to distribute annual and interim reports set forth\nin Rule 5250(d), provided, however, that such a Company shall: comply with the Notification of Noncompliance requirement (Rule 5625),\nthe Voting Rights requirement (Rule 5640), have an audit committee that satisfies Rule 5605(c)(3), and ensure that such audit committee’s\nmembers meet the independence requirement in Rule 5605(c)(2)(A)(ii) and that Nasdaq Information Memorandum IM-5615-3 provides that a\nForeign Private Issuer that elects to follow country practice in lieu of a requirement of Rules 5600, 5250(b)(3) or 5250(d) shall submit\nto Nasdaq a written statement from an independent counsel in such company’s home country certifying that the company’s practices\nare not prohibited by the home country’s laws.

As\npermitted by the Nasdaq listing rules, we have elected to follow certain BVI corporate governance practices in lieu of certain requirements\nof the listing rules of Nasdaq below:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Nasdaq Marketplace Rule\n 5605(b)(1) provides that each Listed Company must have a board of directors comprised of a majority of independent directors as required\n by Rule 5605(b)(1).

	●	Nasdaq Marketplace Rule\n 5605(b)(2) provides that each Listed Company must have regularly scheduled meetings at which only independent directors present (“executive\n sessions”), as required by Rule 5605(b)(2).

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Nasdaq Marketplace Rule\n 5620 provides that (with certain exceptions) each Listed Company shall hold an annual meeting of shareholders no later than one year\n after the end of the company’s fiscal year-end.

	●	Nasdaq Marketplace Rule\n 5620(b) provides that each Listed Company is required to solicit proxies and provide proxy statements for all shareholder meetings.\n It must also provide copies of its proxy solicitation to Nasdaq.

	●	Nasdaq Marketplace Rule\n 5635 sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with:\n (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or\n consultants; (iii) a change of control; and (iv) transactions other than public offerings.

	●	Nasdaq Marketplace Rule\n 5250(b)(3) provides that each Listed Company must disclose all agreements and arrangements in accordance with this rule by no later\n than the date on which the company files or furnishes a proxy or information statement subject to Regulation 14A or 14C under the\n Securities Exchange Act of 1934 in connection with the company’s next shareholders’ meeting at which directors are elected.

	●	Nasdaq Marketplace Rule\n 5250(d) provides that each Listed Company is required to distribute annual and interim reports to shareholders.

The\nCompany’s practices with regard to these exemptions are not prohibited by the BVI Business Companies Act (Revised Edition) 2020\nor the amended and restated memorandum and articles of association of the Company as currently in effect.

Code\nof Business Conduct and Ethics

We\nhave adopted a Code of Business Conduct and Ethics. We seek to conduct business ethically, honestly, and in compliance with applicable\nlaws and regulations. Our Code of Business Conduct and Ethics sets out the principles designed to guide our business practices-compliance,\nintegrity, respect and dedication. The code applies to all directors, officers, employees and extended workforce. We expect our suppliers,\ncontractors, consultants, and other business partners to follow the principles set forth in our code when providing goods and services\nto us or acting on our behalf.

D.\nEmployees

As\nat June 30, 2024, 2025 and 2026, the Group employed a total of 28, 82 and 74 full-time employees respectively in Singapore.

E.\nShare Ownership

Ownership\nof the Company’s shares by its directors and executive officers is set forth in “Item 7. Major Shareholders and Related Party\nTransactions -A. Major Shareholders” of this annual report.

F.\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not\napplicable.

ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.\nMajor Shareholders

The\nfollowing table sets forth information regarding the beneficial ownership of Ordinary Shares as of October 27, 2026 by:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	each person known by us\n to be the beneficial owner of more than 5% of Ordinary Shares;

	●	each of our directors and\n executive officers; and

	●	all our directors and executive\n officers as a group.

Beneficial\nownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power\nto receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and\nthe percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through\nthe exercise of any option or other right or the conversion of any other security. The percentage of our Ordinary Shares beneficially\nowned is computed on the basis of 7,582,111 Ordinary Shares issued and outstanding as of October 27, 2026. Unless otherwise noted, the\nbusiness address for each of our directors and executive officers is 6 Napier Road, Unit #02-10/11 Gleneagles Medical Centre, Singapore\n258499.

	Ordinary Shares Beneficially Owned		Voting Power Percentage
	Number		Percent
Directors and Executive Officers:
Darren Yen Feng Chhoa		—		—		—
Neo Chun How Alton		—		—		—
Tan Boon Chye (Darren) ⁽¹⁾		850,438		11.2	%	11.2	%
Xinwen Yang		—		—		—
Juan Cao		—		—		—
Paul Freudenthaler		—		—		—
Tony Chen		—		—		—
Kwek Yoon Soong		—		—		—
Frederick Shieh Ming Hong		—		—		—
All directors and executive officers as a group:		850,438		11.2	%	11.2	%
Principal shareholders beneficially owning more than 5% of our Ordinary Shares:
Rainforest Capital VCC, acting on behalf of its four sub-funds, Basel Medical Fund, Fan Mingchun, Wei Hua and Baselcorp Capital⁽¹⁾		850,438		11.2	%	11.2	%

Note:

\n \n \n \n

(1)

Rainforest Capital VCC\n is a variable capital company incorporated in Singapore and holds 9,997,910 ordinary shares, 23,256 ordinary shares, 46,512 ordinary\n shares, and 106,901 ordinary shares of the Company on behalf of Rainforest Capital VCC’s four subfunds, Basel Medical Fund,\n Fan Mingchun, Wei Hua and Baselcorp Capital respectively. Tan Boon Chye (Darren) and Keng Leong Fung (Raymond) are the major beneficial\n owners of Rainforest Capital VCC. AIP Investment Partners Pte. Ltd., as the manager of Rainforest Capital VCC, controls Rainforest\n Capital VCC. Mengli Chen, as the director of Rainforest Capital VCC, controls Rainforest Capital VCC and, accordingly, may be deemed\n to beneficially own the shares that Rainforest Capital VCC beneficially owns in Basel Medical. Mengli Chen, Mi Suk Han and Hyoung\n Kyun Kim, as the directors of AIP Investment Partners Pte. Ltd., control AIP Investment Partners Pte. Ltd. and indirectly control\n Rainforest Capital VCC. The business address of AIP Investment Partners Pte. Ltd, Mi Suk Han and Hyoung Kyun Kim is 65 Chulia Street,\n #49-05/06, OCBC Centre, Singapore 049513. The business address of Rainforest Capital VCC and Mengli Chen is 600 North Bridge Road,\n #12-02, Parkview Square, Singapore 188778.

To\nour knowledge, as of the date of this annual report, none of our Ordinary Shares were held by record holders in the United States. Because\nmany of our Ordinary Shares are held by brokers or other nominees, we cannot ascertain the exact number of Ordinary Shares ultimately\nheld by holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control\nof our Company.

B.\nRelated Party Transactions

In\naddition to the related party information disclosed elsewhere in this report, the following transactions with related parties took place\nat terms agreed between the parties during the periods indicated:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year ended June 30, 2026		Year ended June 30, 2025
	US$		S$		S$

Loan to related party		510,007		660,000		450,000
Interest income on loan to related party		8,886		11,500		1,917
Payment made on behalf of related party		1,145,396		1,482,257		10,000
Management fee		3,817,305		4,900,000		4,900,000

Loan\nto related party, interest income on loan to related party and payment made on behalf of related party are incurred between the group\nand the newly acquired Bethesda group. Management fee is incurred between the Singapore holding company and its subsidiary within the\ngroup.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year ended June 30, 2026		Year ended June 30, 2025
	US$		S$		S$

Amount due from related parties		768,730		994,812		-
Amount due to related parties		744,038		962,860		1,450,305

Amount\ndue from related parties

On\nJune 27, 2023, Rainforest Capital VCC (the “Purchaser”) entered into a sale and purchase agreement with Dr. Kevin Yip (the\n“Seller”) for the transfer of the entire share capital of Basel Medical Group Pte. Ltd. According to the sales and purchase\nagreement, the Provisional Consideration shall be an aggregate amount equivalent to the sum of S$24,000,000 (US$18,191,465) and the Agreed\nAmount. The Agreed Amount is computed based on the sum of the net amount due from Singmed Investment Pte. Ltd to the Group and the net\namount due from a former director (Dr. Kevin Yip) to the Group less the net assets of the Group as at June 30, 2023. The Agreed Amount\nwill be a negative figure if the sum of the net amount due from Singmed Investment Pte. Ltd to the Group and the net amount due from\na director to the Group is more than the net assets of the Group as of June 30, 2023. The Agreed Amount was initially estimated to be\nnegative S$5,000,000.

 \nOn July 1, 2023, S$11,800,000 (US$8,944,137) was paid from the Purchaser to the Seller. This was computed based on 70% of S$24,000,000\nand Estimated Agreed Amount of negative S$5,000,000.

As\npart of the agreement on the purchase consideration between Rainforest Capital VCC as the buyer and Dr. Kevin Yip as the seller for the\npurchase of the shares of Basel Medical Group Pte. Ltd. under the sale and purchase agreement dated June 27, 2023, the outstanding receivables\ndue from director, Dr. Kevin Yip, and related party, Singmed Investment Pte Ltd, have been assigned to and are borne by Rainforest Capital\nVCC. On August 23, 2024, Rainforest Capital VCC entered into a deed of undertaking (the “Repayment Deed”) with the Group,\nundertaking to fully transfer and pay to the Group, any and all outstanding receivables that is owed by Singmed Investment Pte Ltd and\nDr. Kevin Yip to the Group, being S$11,877,624 (the “Loan Amount”), to the Group by September 2024.

The\nfollowing table sets out the amounts owed to the Group by Rainforest Capital VCC, which has assumed the obligations of Dr. Kevin Yip\nand Singmed Investment Pte Ltd pursuant to the Repayment Deed as of the date indicated below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2023		June 30, 2023
	US$		S$
Amount due from a director		976,453		1,320,457
Amount due from related parties		7,806,823		10,557,167
Total		8,783,276		11,877,624

For\nthe financial year ended June 30, 2024, the Group incurred an aggregate sum of S$900,000 (US$682,180) for professional medical practitioner\nsalaries owed to Dr. Kevin Yip for his services from July 1, 2023 to June 30, 2024. Such sum of US$682,180 was set-off by the Group against\nthe amounts owed to the Group by Dr. Kevin Yip and Singmed Investment Pte Ltd. Thus, following such set-off, as of June 30, 2024, total\namounts due from Dr. Kevin Yip and Singmed Investment Pte Ltd is estimated to amount to US$8,101,096.

In\naddition, Rainforest Capital VCC has paid an aggregate sum of US$599,730 for the period from July 1, 2023 to June 30, 2024 on behalf\nof the Group for professional fees incurred in connection with the group’s initial public offering. On February 27, 2024, July\n22, 2024 and July 31, 2024, Rainforest Capital VCC also repaid a sum of US$20,000, US$630,000 and US$4,048,000 respectively to the Group\nto partially settle the amounts due from a director and related parties. Finally, Rainforest Capital VCC has paid US$750,000 on August\n15, 2024, US$750,000 on August 16, 2024, US$651,000 on September 20, 2024 and a final US$652,366 on September 23, 2024 pursuant to the\nRepayment Deed as final settlement of such amounts owed.

Following\nsuch repayment, the full amount due from a former director and Singmed Investment Pte Ltd, that has been assigned to Rainforest Capital\nVCC, has been fully paid off.

Amount\ndue to related parties

Amount\ndue to related parties consist of amount due to shareholders and directors. The amounts are non-trade in nature, unsecured, interest-bearing,\nrepayable on demand and is to be settled in cash.

Amount\ndue to a related parties represents advances provided to cover various business expenses and other expenditures incurred by the Group\nin the ordinary course of business.

C.\nInterests of Experts and Counsel

Not\napplicable.

ITEM\n8. FINANCIAL INFORMATION

A.\nConsolidated Statements and Other Financial Information

Financial\nStatements

Consolidated\nfinancial statements have been filed as part of this annual report.

Legal\nProceedings

We\nmay be involved from time to time in private actions, collective actions, class actions, investigations and various other legal proceedings\nby patients, consumers, employees, commercial partners, competitors and government agencies, among others, relating to, for example,\npersonal injury cases, employment or labor-related disputes such as wrongful termination of employment, consumer complaints, contractual\ndisputes with suppliers or commercial partners, disputes with third parties and regulatory inquiries and proceedings relating to compliance\nwith privacy or other applicable regulations. We may also initiate various legal proceedings such as against former employees, suppliers\nor other third parties to enforce our rights. There are inherent uncertainties in these matters, some of which are beyond our management’s\ncontrol, making the ultimate outcomes difficult to predict.

Except\nas described below, as of the date of this annual report, we are not a party to, nor are we aware of, any legal proceeding, investigation\nor claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or\nresults of operations.

The\nCompany will continue to monitor the proceedings and reassess any potential financial implications as further developments arise.

Dividend\nPolicy

We\nhave never declared or paid any cash dividend on our Ordinary Shares. We currently intend to retain any future earnings and do not expect\nto pay any dividends in the foreseeable future. Any further determination to pay dividends on our ordinary shares would be at the discretion\nof our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements,\ngeneral business conditions, and other factors that our board of directors may deem relevant.

B.\nSignificant Changes

Except\nas disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated\nfinancial statements included in this annual report.

ITEM\n9. THE OFFER AND LISTING

A.\nOffer and Listing Details

Our\nOrdinary Shares are listed on NASDAQ under the symbol “BMGL”. Holders of Ordinary Shares should obtain current market quotations\nfor their securities.

On\nOctober 7, 2026, we priced the October 2026 Offering of 6,000,000 units at a public offering price of US$1.33 per unit, each unit consisting\nof one Ordinary Share and one common warrant, on a best efforts basis with Cathay Securities, Inc. acting as sole placement agent. The\ncommon warrants are not, and are not expected to be, listed on any securities exchange or trading market. See “Item 14. Material\nModifications to the Rights of Security Holders and Use of Proceeds.”

B.\nPlan of Distribution

Not\napplicable.

C.\nMarkets

Our\nOrdinary Shares are listed on NASDAQ under the symbol “BMGL”.

D.\nSelling Shareholders

Not\napplicable.

E.\nDilution

Not\napplicable.

F.\nExpenses of the Issue

Not\napplicable.

ITEM\n10. ADDITIONAL INFORMATION

A.\nShare Capital

Not\napplicable.

B.\nMemorandum and Articles of Association

We\nincorporate by reference into this annual report the description of our amended and restated memorandum and articles of association in\nrelation to our ordinary shares contained in our registration statement on Form F-1 as amended (File No.: 333-282096) filed with the\nSEC. For our board of directors, see “Item 6. Directors, Senior Management and Employees-C. Board Practices-Board of Directors.”

C.\nMaterial Contracts

We\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in “Item\n4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects,” “Item 7. Major Shareholders\nand Related Party Transactions-B. Related Party Transactions” or elsewhere in this annual report.

D.\nExchange Controls

There\nare no governmental laws, decrees, regulations or other legislation in the British Virgin Islands that may affect the import or export\nof capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends,\ninterest, or other payments by the Company to non-resident holders of its Ordinary Shares.

E.\nTaxation

This\nsummary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a holder of our ordinary shares.\nEach prospective holder should consult its tax adviser as to the particular tax considerations to such holder of the ownership and disposition\nof our ordinary shares, including the applicability and effect of any other tax laws or tax treaties, of pending or proposed changes\nin applicable tax laws as of the date of this annual report, and of any actual changes in applicable tax laws after such date. It is\nemphasized that neither the Company nor any other persons involved in this annual report accepts responsibility for any tax effects or\nliabilities resulting from the holding or disposal of our Ordinary Shares.

MATERIAL\nU.S. FEDERAL INCOME TAX CONSIDERATIONS

The\nfollowing is a discussion of the material U.S. federal income tax considerations relevant to the acquisition, ownership, and disposition\nof our ordinary shares by U.S. Holders (as defined below) that will hold our ordinary shares as “ capital assets” (generally,\nproperty held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the “Code”). This discussion is\nbased upon applicable provisions of the Code, U.S. Treasury regulations promulgated thereunder, pertinent judicial decisions, interpretive\nrulings of the U.S. Internal Revenue Service, or the IRS, and such other authorities as we have considered relevant, all of which are\nsubject to change, possibly with retroactive effect. This discussion does not address all aspects of U.S. federal income taxation that\nmay be important to particular investors in light of their individual investment circumstances, including investors subject to special\ntax and/or reporting rules (for example, certain financial institutions; insurance companies; broker-dealers; pension plans; regulated\ninvestment companies; real estate investment trusts; tax-exempt organizations (including private foundations); holders who are not U.S.\nHolders (as defined below); holders who own (directly, indirectly, or constructively) 10% or more of the voting power or value of our\nstock; investors that will hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated\ntransaction for U.S. federal income tax purposes; investors that are traders in securities that have elected the mark-to-market method\nof accounting; investors that have a functional currency other than the U.S. dollar), or holders that acquire ordinary shares through\nthe exercise of options or other convertible instruments or in connection with the provision of services, all of whom may be subject\nto tax rules that differ significantly from those discussed below.

In\naddition, this discussion does not address tax considerations relevant to U.S. Holders under any non-U.S., state or local tax laws, the\nMedicare tax on net investment income, the one-percent excise tax on stock repurchases, estate or gift tax, or the alternative minimum\ntax. Each U.S. Holder is urged to consult its tax advisors regarding the U.S. federal, state, local, and non-U.S. income and other tax\nconsiderations of an investment in ordinary shares.

The\ndiscussion below of U.S. federal income tax consequences applies to you if you are a “ U.S. Holder.” You are a U.S. Holder\nif you are a beneficial owner of our ordinary shares and you are: (i) an individual who is a citizen or resident of the United States\nfor U.S. federal income tax purposes; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes,\ncreated in, or organized under the law of any state of the United States, or the District of Columbia; (iii) an estate the income of\nwhich is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (A) the administration\nof which is subject to the primary supervision of a U.S. federal or state court and which has one or more U.S. persons who have the authority\nto control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the\nCode.

If\nyou are a partner in a partnership (including any entity or arrangement treated or elects to be treated as a partnership for U.S. federal\nincome tax purposes) that holds our ordinary shares, your tax treatment generally will depend on your status and the activities of the\npartnership (or any such entity or arrangement treated as or elects to be treated as a partnership for U.S. federal income tax purposes).\nPartners in a partnership (or any such entity or arrangement treated as or elects to be treated as a partnership for U.S. federal income\ntax purposes) holding our ordinary shares should consult their tax advisors regarding the tax consequences of an investment in the ordinary\nshares.

Dividends

Subject\nto the PFIC rules discussed below, any cash distributions paid on our ordinary shares out of our current or accumulated earnings and\nprofits, as determined under U.S. federal income tax principles, will generally be includible in your gross income as dividend income\non the day actually or constructively received by you. Because we do not intend to determine our earnings and profits under U.S. federal\nincome tax principles, any distribution paid will generally be treated as a dividend for U.S. federal income tax purposes by us. Dividends\nreceived by corporations on our ordinary shares may be eligible for the dividends received deduction allowed to U.S. corporations under\nthe Code.

A\nnon-corporate U.S. Holder generally may be subject to tax at preferential tax rates applicable to “ qualified dividend income,”\nprovided that certain conditions are satisfied, including that (1) our stock is readily tradable on an established securities market\nin the United States, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable\nyear in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. U.S. holders\nare urged to consult their own tax advisors regarding the availability of the preferential rate for any dividends paid with respect to\nour ordinary shares.

For\nU.S. foreign tax credit purposes, dividends generally will be treated as income from foreign sources and generally will constitute “passive”\ncategory income. Depending on your particular circumstances, you may be eligible, subject to a number of complex limitations, to claim\na foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ordinary shares. If you do not\nelect to claim a foreign tax credit for foreign tax withheld, you may instead claim a deduction, for U.S. federal income tax purposes,\nfor the foreign tax withheld, but only for a year in which you elect to do so for all creditable foreign income taxes. The rules governing\nthe foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under\nyour particular circumstances.

Sale\nor Other Disposition of Ordinary Shares

Subject\nto the PFIC rules discussed below, you generally will recognize capital gain or loss upon the sale or other disposition of our ordinary\nshares in an amount equal to the difference, if any, between the amount realized upon the disposition and your adjusted tax basis in\nsuch ordinary shares. Any capital gain or loss will be long-term capital gain or loss if you have held the ordinary shares for more than\none year, and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. If such income were treated as U.S.-source\nincome for foreign tax credit purposes, you might not be able to use the foreign tax credit arising from any tax imposed on the sale,\nexchange, or other taxable disposition of our ordinary shares unless such credit could be applied (subject to applicable limitations)\nagainst tax due on other income derived from foreign sources. The deductibility of a capital loss may be subject to limitations. You\nare urged to consult your tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our ordinary shares,\nincluding the availability of the foreign tax credit under your particular circumstances.

PFIC\nRules

A\nnon-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if\neither (i) 75% or more of its gross income for such year consists of certain types of “ passive” income or (ii) 50% or more\nof the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of\npassive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange\nof property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s\ngoodwill associated with active business activity is taken into account as an active asset. We will be treated as owning our proportionate\nshare of the assets and income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

Based\non the projected composition of our assets and income, we do not anticipate being classified as a PFIC for our taxable year ended June\n30, 2026 or ending June 30, 2026. While we do not anticipate being classified as a PFIC, because the value of our assets for purposes\nof the PFIC asset test will generally be determined by reference to the market price of our ordinary shares, fluctuations in the market\nprice of our ordinary shares may cause us to become a PFIC for the current or any subsequent taxable year. The determination of whether\nwe will become a PFIC will also depend, in part, on the composition of our income and assets, which will be affected by how, and how\nquickly, we use our liquid assets and the cash raised in our initial public offering or subsequent fund raisings. Whether we are a PFIC\nis a factual determination and we must make a separate determination each taxable year as to whether we are a PFIC (after the close of\neach taxable year). Accordingly, we cannot assure you that we will not be classified as a PFIC for our taxable year ended June 30, 2026\nor any future taxable year. If we are classified as a PFIC for any taxable year during which you hold our ordinary shares, we generally\nwill continue to be treated as a PFIC, unless you make certain elections, for all succeeding years during which you hold our ordinary\nshares even if we cease to qualify as a PFIC under the rules set forth above.

If\nwe are a PFIC for any taxable year during which you hold our ordinary shares, you will be subject to special tax rules with respect to\nany “ excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge)\nof our ordinary shares, unless you make a “ mark-to-market” election as discussed below. Distributions you receive in a taxable\nyear that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years\nor your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	the\n excess distribution or gain will be allocated ratably over your holding period for the ordinary shares;

●	amounts\n allocated to the current taxable year and any taxable years in your holding period prior to the first taxable year in which we are\n classified as a PFIC (a “pre-PFIC year”) will be taxable as ordinary income; and

●	amounts\n allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest\n tax rate in effect applicable to you for that year, and such amounts will be increased by an additional tax equal to interest on\n the resulting tax deemed deferred with respect to such years.

If\nwe are classified as a PFIC for any taxable year during which you hold our ordinary shares and any of our non-U.S. subsidiaries is also\na PFIC, you will be treated as owning a proportionate amount (by value) of the shares of each such non-U.S. subsidiary classified as\na PFIC for purposes of the application of these rules.

Alternatively,\na U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC\nto elect out of the tax treatment discussed in the two preceding paragraphs. If you make a valid mark-to-market election for the ordinary\nshares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as\nof the close of your taxable year over your adjusted basis in such ordinary shares. You will be allowed a deduction for the excess, if\nany, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions\nwill be allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable\nyears. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the\nordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market\nloss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent\nthat the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in\nthe ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, tax rules that\napply to distributions by corporations which are not PFICs would apply to distributions by us (except that the preferential rates for\nqualified dividend income would not apply).

The\nmark-to-market election is available only for “marketable stock” which is stock that is traded in other than de minimis quantities\non at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined\nin applicable U.S. Treasury regulations. Our ordinary shares are listed on Nasdaq, which is a qualified exchange for these purposes.\nIf the ordinary shares are regularly traded, and the ordinary shares qualify as “ marketable stock” for purposes of the mark-to-market\nrules, then the mark-to-market election might be available to you if we were to become a PFIC.

Because,\nas a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you may continue to be subject\nto the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC\nfor U.S. federal income tax purposes.

We\ndo not currently intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available,\nwould result in tax treatment different from the general tax treatment for PFICs described above.

If\nyou own our ordinary shares during any taxable year that we are a PFIC, you must file an annual report with the IRS, subject to certain\nexceptions based on the value of the ordinary shares held. You are urged to consult your tax advisor concerning the U.S. federal income\ntax consequences of purchasing, holding, and disposing of our ordinary shares if we are or become a PFIC, including the possibility of\nmaking a mark-to-market election.

Information\nReporting and Backup Withholding

You\nmay be required to submit to the IRS certain information with respect to your beneficial ownership of our ordinary shares, if such ordinary\nshares are not held on your behalf by certain financial institutions. Penalties also may be imposed if you are required to submit such\ninformation to the IRS and fail to do so.

Dividend\npayments with respect to ordinary shares and proceeds from the sale, exchange or redemption of ordinary shares may be subject to information\nreporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes\na correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding.\nU.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9 or by otherwise\nestablishing an exemption.

Backup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. Federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. You are urged to consult your tax advisors regarding the application of the U.S.\ninformation reporting and backup withholding rules.

The\nU.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon\na holder’s particular situation. Holders are urged to consult their tax advisors with respect to the tax consequences to them of\nthe acquisition, ownership and disposition of our ordinary shares and warrants, including the tax consequences under state, local, estate,\nforeign and other tax laws and tax treaties and the possible effects of changes in U.S. or other tax laws.

British\nVirgin Islands Tax Considerations

The\nCompany and all dividends, interest, rents, royalties, compensation and other amounts paid by the Company to persons who are not resident\nin the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons\nwho are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI. No estate, inheritance, succession\nor gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt\nobligation or other securities of the Company. All instruments relating to transfers of property to or by the Company and all instruments\nrelating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to\nother transactions relating to the business of the Company are exempt from payment of stamp duty in the BVI. This assumes that the Company\ndoes not hold an interest in real estate in the BVI. There are currently no withholding taxes or exchange control regulations in the\nBVI applicable to the Company or its members.

F.\nDividends and Paying Agents

Not\napplicable.

G.\nStatement by Experts

Not\napplicable.

H.\nDocuments on Display

We\nare subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,”\nwe are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our\nofficers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in\nSection 16 of the Exchange Act, while our principal shareholders are exempt from certain reporting obligations, with respect to their\npurchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently\nor as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC\nan Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required,\nto furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. Reports and other\ninformation that we file with or furnish electronically with the SEC are accessible via the SEC’s website at www.sec.gov.

I.\nSubsidiary Information

Not\napplicable.

J.\nAnnual Report to Security Holders

Not\napplicable.

ITEM\n11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We\nare exposed to market risks in the ordinary course of our business. These risks primarily include credit risk, foreign currency risk,\ntranslation exposure and interest rate risk.

Credit\nRisk

We\nare exposed to credit risk from our operating activities, which arises principally from trade and other receivables.

Foreign\nCurrency Risk

We\nare exposed to foreign exchange risk arising from sales or purchases that are denominated in a currency other than the functional currency\nof the Company.

Translation\nExposure

We\nare also exposed to foreign exchange rate fluctuations as we translate the financial statements of our subsidiaries and consolidated\naffiliated entities into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments\nresulting from the conversion of the financial statements of our subsidiaries and consolidated affiliated entities into U.S. dollars\nwould result in a gain or loss recorded as a component of accumulated other comprehensive income (loss).

Interest\nRate Risk

Our\nmain interest rate risk arises from short term loans. These transactions and balances were not significant.

ITEM\n12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.\nDebt Securities

Not\napplicable.

B.\nWarrants and Rights

Not\napplicable.

C.\nOther Securities

Not\napplicable.

D.\nAmerican Depositary Shares

Not\napplicable.

PART\nII

ITEM\n13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not\napplicable.

ITEM\n14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

See\n“Item 10. Additional Information” for a description of the rights of shareholders, which remain unchanged.

In\nconnection with the Company’s initial public offering and listing on NASDAQ, the Company filed a registration statement on Form\nF-1 (File No.: 333-282096) with the SEC, which was declared effective on February 18, 2025. On February 14, 2025, the Company entered\ninto an underwriting agreement with Cathay Securities, Inc. as representative of the underwriters and commenced its offering of 2,205,000\nnew Ordinary Shares at a public offering price of US$4.00 per share. In addition, the Company granted the underwriters a 45-day option\nto purchase up to an additional 330,750 Ordinary Shares at the public offering price, less the underwriting discount. The Ordinary Shares\nare approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “BMGL” on February 25,\n2025. On March 17, 2025, the Representative exercised the overallotment option in full to purchase an additional 330,750 Ordinary Shares\nat US$4.00 per share, less the underwriting discount. The issuance of the overallotment option shares closed on March 19, 2025. Following\nsuch closing, the Company had a total of 18,785,750 ordinary shares issued and outstanding.

Concurrently,\nthe Company’s registration statement on Form F-1, as amended (File No. 333-282096) also registered for resale up to 2,000,000 existing\nOrdinary Shares by certain selling shareholders. A final prospectus relating to such resale was filed with the SEC on February 25, 2025.

In\nconnection with our initial public offering (including the over-allotment option), up to June 30, 2025, the amount of expenses incurred\nfor the Company’s account in connection with the issuance and distribution of the registered securities for underwriting discounts\nand commissions, expenses paid to or for underwriters, and other expenses amounted to a total of approximately US$2,896,391. None of\nsuch expenses were direct or indirect payments to directors, officers, general partners of the Company or their associates; to persons\nowning 10% or more of any class of the Company’s equity securities; and to affiliates of the Company. The net offering proceeds\nto the Company after deducting the total expenses was approximately US$7,246,609. As of the date of this annual report, all of such proceeds\nhave been used, mainly to acquire Bethesda Group and working capital for the current business. None of such usages were direct or indirect\npayments to directors, officers, general partners of the Company or their associates; to persons owning 10% or more of any class of the\nCompany’s equity securities; and to affiliates of the Company.

In\nconnection with the October 2026 Offering, we filed a registration statement on Form F-1 (File No. 333-298988) with the SEC on September\n17, 2026, as amended on September 23, 2026, which was declared effective on September 29, 2026. A final prospectus was filed with the\nSEC pursuant to Rule 424(b)(4) on October 8, 2026. On October 7, 2026, we entered into a placement agency agreement with Cathay Securities,\nInc., as sole placement agent, and a securities purchase agreement with certain purchasers, pursuant to which we issued and sold 6,000,000\nunits at a public offering price of US$1.33 per unit, each unit consisting of one Ordinary Share (or one pre-funded warrant to purchase\none Ordinary Share) and one common warrant to purchase one Ordinary Share. Each common warrant is exercisable immediately upon issuance\nat an exercise price equal to 110% of the public offering price per unit, expires five years from the date of issuance and may be exercised\nby means of a zero cash exercise price option. The October 2026 Offering closed on October 9, 2026.

The\nOctober 2026 Offering generated gross proceeds of US$7,980,000. We paid the placement agent a fee equal to 6.0% of the gross proceeds,\nor US$478,800, and agreed to reimburse certain of its expenses. Total expenses incurred for our account in connection with the October\n2026 Offering amounted to approximately US$225,004. On October 14, 2026, we received net proceeds of approximately US$7.42 million. None\nof such expenses were direct or indirect payments to directors, officers, general partners of the Company or their associates; to persons\nowning 10% or more of any class of our equity securities; or to our affiliates. We intend to use the net proceeds for general working\ncapital purposes, mergers and acquisitions and other general corporate purposes. As of the date of this annual report, we have used approximately\nUS$5.92 million of the net proceeds for these purposes.

ITEM\n15. CONTROLS AND PROCEDURES

Disclosure\nControls and Procedures Evaluation

Under\nthe supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried\nout an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange\nAct, as of June 30, 2026. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure\ncontrols and procedures as of June 30, 2026 were not effective as described below.

Management’s\nAnnual Report on Internal Control over Financial Reporting

Our\nmanagement, including our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate\ninternal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial\nreporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation\nof financial statements for external purposes in accordance with (“International Financial Reporting Standards”) IFRS. Because\nof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of\nany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions\nor because the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of\nour management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of\nour internal control over financial reporting as of June 30, 2026. The assessment was based on criteria established in the framework\nInternal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In\nrelation to the examination of our combined and consolidated financial statements presented in this Annual Report, we have identified\na significant weakness in our internal control over financial reporting. This identified material weakness is associated with a lack\nof adequately skilled staff possessing IFRS knowledge for financial reporting purposes, thereby affecting the proper adherence to IFRS\nand SEC requirements. A comprehensive assessment of our internal control, aimed at identifying and reporting material weaknesses and\nother deficiencies, was not conducted by either us or our independent registered public accounting firm. Performing such an assessment\nor having an audit of our internal control over financial reporting might have revealed additional deficiencies.

To\naddress the identified material weakness stemming from the audit of our combined and consolidated financial statements for the year ended\nJune 30, 2026, we intend to implement various measures, including the hiring of additional accounting personnel to enhance the financial\nreporting function and the establishment of a financial and system control framework. We also intend to initiate regular IFRS and SEC\nfinancial reporting training programs for our accounting and financial personnel. However, we cannot provide assurance that these measures\nwill be entirely effective in remediating the material weakness in a timely manner or at all.

Being\na company with less than US$1.235 billion in revenue, we qualify as an “emerging growth company” under the JOBS Act. An emerging\ngrowth company is entitled to certain reduced reporting and other requirements that are typically applicable to public companies. These\nprovisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 concerning\nthe assessment of the emerging growth company’s internal control over financial reporting.

Attestation\nReport of the Registered Public Accounting Firm

This\nAnnual Report on Form 20-F does not include an attestation report of our registered public accounting firm because our company is an\nemerging growth company.

Changes\nin Internal Control over Financial Reporting

Other\nthan those disclosed above, there were no changes in our internal controls over financial reporting that occurred during the period covered\nby this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control\nover financial reporting.

ITEM\n16. [RESERVED]

Not\napplicable.

ITEM\n16A. AUDIT COMMITTEE AND FINANCIAL EXPERT

Our\nboard of directors has determined that Paul Freudenthaler qualifies as an audit committee financial expert as defined in Item 16A of\nForm 20-F. Each member of the Audit Committee is an independent director within the meaning of the NASDAQ listing rules and the criteria\nfor independence set forth in Rule 10A-3 of the Exchange Act.

ITEM\n16B. CODE OF ETHICS

Our\nboard of directors has adopted a code of business conduct and ethics that applies to all our directors, officers and employees, including\nour principal executive officer, principal financial officer, principal accounting officer or controller and any other persons who perform\nsimilar functions for us. A copy of our code of business conduct and ethics is appended to this report as exhibit 11.1.

ITEM\n16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The\nfollowing table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered\nby our principal accountants for the respective period including any associated or affiliated organizations or entities. We did not pay\nany other fees to our auditors during the periods indicated below.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Years ended June 30
	2025		2026
Audit Fees ⁽¹⁾	US$	373,356		US$	422,323
Audit-related Fees ⁽²⁾		63,000			21,800
Tax Fees ⁽³⁾		-			-
All Other Fees ⁽⁴⁾		-			-
Total	US$	436,356		US$	444,123

\n \n \n \n \n \n \n \n \n \n \n \n \n

(1)	“Audit\n Fees” represents the aggregate fees billed or to be billed for each of the fiscal years listed for professional services rendered\n by our auditors for the audit of our annual financial statements, as well as assistance with and review of documents filed with the\n SEC and other statutory and regulatory filings.
(2)	“Audit-related\n Fees” represents the aggregate fees billed in each of the fiscal years listed for the assurance and related services rendered\n by our auditors that are reasonably related to the performance of the audit or review of our financial statements and not reported\n under “Audit Fees.”
(3)	“Tax\n Fees” represents the aggregate fees billed in each of the fiscal years listed for the professional tax services rendered by\n our auditors.
(4)	“All\n Other Fees” represents the aggregate fees billed in each of the fiscal years listed for services rendered by our auditors other\n than services reported under “Audit Fees,” “Audit-related Fees” and “Tax Fees.”

The\npolicy of our audit committee is to pre-approve all audit and non-audit services provided by our principal accountant for the respective\nperiod including any associated or affiliated organizations or entities, including audit services, audit-related services, tax services\nand other services as described above, other than those for de minimis services that are approved by the audit committee prior to the\ncompletion of the audit.

ITEM\n16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not\napplicable.

ITEM\n16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On\nOctober 3, 2025, Rainforest Capital VCC, the major shareholder of the Company, purchased 30,650 Ordinary Shares for a total consideration\nof US$99,613 in a privately negotiated transaction independent of the Company.

ITEM\n16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

The\nCompany appointed NLA DFK Assurance PAC (“NLA DFK”) as its independent registered public accounting firm, effective on June\n30, 2025. The appointment of NLA DFK was made after a careful evaluation process by the Company and has been approved by the audit committee\nand the board of directors of the Company. NLA DFK is engaged to audit and report on the consolidated financial statements of the Company\nfor the fiscal year ended June 30, 2025, and review the consolidated financial statements of the Company for the six months ending December\n31, 2025.

During\nthe Company’s fiscal years ended December 31, 2023 and 2024 and until the engagement of NLA DFK, neither the Company nor anyone\non its behalf has consulted with NLA DFK on either (a) the application of accounting principles to a specified transaction, either completed\nor proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither\na written report nor oral advice was provided to the Company by NLA DFK which NLA DFK concluded as an important factor considered by\nthe Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was the subject\nof a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable\nevent as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.

The\naudit committee and the board of directors of the Company also approved the dismissal of Onestop Assurance PAC as the independent accountant\nof the Company. The audit report of Onestop Assurance PAC on the consolidated financial statements of the Company dated November 4, 2024\ndid not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting\nprinciples. During the fiscal years ended June 30, 2023 and 2024, and the subsequent interim period through June 30, 2025, there were\nno: (1) “ disagreements” (as that term is defined in 16F (a)(1)(iv) of Form 20-F and the related instructions) between the\nCompany and Onestop Assurance PAC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope\nor procedure, which disagreements, if not resolved to the satisfaction of Onestop Assurance PAC, would have caused Onestop Assurance\nPAC to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events as set forth\nin Item 16F(a)(1)(v)(A) through (D) of Form 20-F.

The\nchanges abovementioned were reported in the current report on Form 6-K of the Company dated July 1, 2025, in accordance with instruction\n2 to item 16F of Form 20-F.

ITEM\n16G. CORPORATE GOVERNANCE

We\nare a company incorporated in the British Virgin Islands and are listed on NASDAQ. NASDAQ market rules permit a foreign private issuer\nlike us to follow the corporate governance practices of our home country. Certain corporate governance practices in the British Virgin\nIslands, which is our home country, may differ significantly from NASDAQ corporate governance listing standards applicable to domestic\nU.S. companies.

Among\nother things, we are not required to have: (i) a majority-independent board of directors; (ii) a compensation committee consisting of\nindependent directors; (iii) a nominating committee consisting of independent directors; or (iv) regularly scheduled executive sessions\nwith only independent directors each year. In addition, we are not required to have our shareholders approve certain issuances of securities,\nincluding those in connection with the establishment of or material amendments to equity compensation plans or arrangements.

Although\nnot required and as may be changed from time to time, we have a majority-independent board of directors, a majority-independent compensation\ncommittee and a nominating committee. Subject to the foregoing, we rely on the exemptions listed above. As a result, you may not be provided\nwith the benefits of certain corporate governance requirements of NASDAQ applicable to U.S. domestic public companies.

ITEM\n16H. MINE SAFETY DISCLOSURE

Not\napplicable.

ITEM\n16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not\napplicable.

ITEM\n16J. INSIDER TRADING POLICIES

Our\nboard of directors has established insider trading policies and procedures to provide guidelines on the purchases, sales, and other dispositions\nof our securities by our directors, officers, employees, consultants and contractors, with the goal of promoting compliance with applicable\ninsider trading laws, rules and regulations, and the listing standards of NASDAQ.

Our\ninsider trading policy is filed as Exhibit 11.2 to this annual report.

ITEM\n16K. CYBERSECURITY

The\nCompany’s executive officers oversee the strategic processes to safeguard data and comply with relevant regulations and has overall\nresponsibility for evaluating cybersecurity risks, as well as related policies and risks in connection with the Company’s patient\ndatabase, suppliers and other service providers. The Company does not currently engage any assessors, consultants, auditors, or other\nthird parties in connection with any such processes, given the size and scale of the Company, the resources available to it, the anticipated\nexpenditures, and the risks it faces in terms of cybersecurity. The Company’s executive officers are responsible for overseeing\nand periodically reviewing and identifying risks from cybersecurity threats associated with its use of any third-party service provider.

Since\nthe start of its latest completed fiscal year and up to the date of this annual report, the Company is not aware of any risks from cybersecurity\nthreats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially\naffect the registrant, including its business strategy, results of operations, or financial condition.

The\nCompany’s board of directors is collectively responsible for oversight of risks from cybersecurity threats. The Company’s\nexecutive officers oversee the overall processes to safeguard data and comply with relevant regulations and will report material cybersecurity\nincidents to the board. The Company’s executive officers have limited experience in the area of cybersecurity, but where necessary\nin the view of the Company’s executive officers, the Company will consult with external advisers to manage and remediate any cybersecurity\nincidents. For material cybersecurity incidents, the Company’s executive officers will promptly inform, update, and seek the instructions\nof the board.

PART\nIII

ITEM\n17. FINANCIAL STATEMENTS

We\nhave elected to provide financial statements pursuant to Item 18.

ITEM\n18. FINANCIAL STATEMENTS

The\naudited consolidated financial statements of the Company and its subsidiaries and consolidated affiliated entities are included at the\nend of this annual report.

ITEM\n19. EXHIBITS

EXHIBIT\nINDEX

Exhibit\n No.		Description\n of Exhibit

1.1		Amended and restated memorandum and articles of association of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 of Form F-1 filed on September 13, 2024 (File No.: 333-282096))

2.1		Registrant’s Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.1 of Form F-1 filed on September 13, 2024 (File No.: 333-282096))

2.2		Representative’s Warrant dated February 26, 2025 granted to Cathay Securities, Inc. (incorporated by reference to Exhibit 4.2 of Form 6-K furnished on February 28, 2025)

2.3		Representative’s Warrant dated March 19, 2025 granted to Cathay Securities, Inc. (incorporated by reference to Exhibit 4.1 of Form 6-K furnished on March 19, 2025)

2.4		Form of Common Warrant issued in the October 2026 Offering (incorporated by reference to Exhibit 4.2 of Form 6-K furnished on October 9, 2026)

4.1		Share Transfer Agreement dated August 22, 2023 between Basel Medical Group Ltd and Rainforest Capital VCC relating to the shares of Singmed Specialist Pte. Ltd. (incorporated by reference to Exhibit 2.1 of Form F-1 filed on September 13, 2024 (File No.: 333-282096))

4.2		Underwriting Agreement dated as of February 24, 2025, by and between Basel Medical Group Ltd and Cathay Securities, Inc. (incorporated by reference to Exhibit 4.1 of Form 6-K furnished on February 28, 2025)

4.3		Form of Independent Director Agreement between the Registrant and each of its independent directors (incorporated by reference to Exhibit 10.3 of Form F-1/A filed on November 4, 2024 (File No.: 333-282096))

4.4		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.4 of Form F-1/A filed on November 4, 2024 (File No.: 333-282096))

4.5		Letter of Appointment dated January 1, 2024 between the Registrant and Jianing Lu. (incorporated by reference to Exhibit 10.6 of Form F-1 filed on November 4, 2024 (File No.: 333-282096))

4.6		Letter of Appointment dated June 1, 2024 between the Registrant and Dr. Darren Yen Feng Chhoa. (incorporated by reference to Exhibit 10.8 of Form F-1 filed on November 4, 2024 (File No.: 333-282096))

4.7		Deed of Undertaking between Rainforest Capital VCC and the Registrant dated August 23, 2024 (incorporated by reference to Exhibit 10.9 of Form F-1 filed on November 4, 2024 (File No.: 333-282096))

4.8		Deed of Undertaking between certain Group entities and Singmed Investment Pte. Ltd. Dated August 26, 2024. (incorporated by reference to Exhibit 10.10 of Form F-1 filed on November 4, 2024 (File No.: 333-282096))

4.9		Sale and Purchase Agreement dated April 11, 2025 between Basel Medical Group Pte. Ltd. and Silkroute Biomed Healthcare Pte. Ltd. (incorporated by reference to Exhibit 4.1 of Form 6-K furnished on April 11, 2025)

4.10		Master Supply Agreement dated May 20, 2025 (incorporated by reference to Exhibit 99.2 of Form 6-K furnished on May 22, 2025)

4.11		Placement Agency Agreement dated October 7, 2026 between Basel Medical Group Ltd and Cathay Securities, Inc. (incorporated by reference to Exhibit 4.1 of Form 6-K furnished on October 9, 2026)

4.12		Securities Purchase Agreement dated October 7, 2026 between Basel Medical Group Ltd and the purchasers named therein (incorporated by reference to Exhibit 4.4 of Form 6-K furnished on October 9, 2026)

8.1*		List of Subsidiaries

11.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of Form F-1 filed on November 4, 2024 (File No.: 333-282096))

11.2		Insider Trading Policy (incorporated by reference to Exhibit 11.2 of Form 20-F/A filed on March 13, 2026)

12.1*		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2*		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1**		Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2**		Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1		Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of Form 20-F/A filed on March 13, 2026)

101.INS*		Inline\n XBRL Instance Document and related Inline XBRL taxonomy extension exhibits (101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE) and 104\n Cover Page Interactive Data File

\n \n \n \n \n \n \n

*	Filed\n herewith this annual report.
**	Furnished\n herewith this annual report.

SIGNATURE

The\nregistrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized\nthe undersigned to sign this annual report on its behalf.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Basel\n Medical Group Ltd

	By:	/s/\n Darren Yen Feng Chhoa
	Name:	Dr.\n Darren Yen Feng Chhoa
	Title:	Chief\n Executive Officer

	By:	/s/\n Alton Chun How Neo
	Name:	Alton\n Chun How Neo
	Title:	Interim\n Chief Financial Officer

Date:\nOctober 30, 2026

Basel\nMedical Group Ltd. and its Subsidiaries

Consolidated\nFinancial Statements

For\nthe financial year ended June 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Index

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 6889)	F-2
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME	F-3
CONSOLIDATED BALANCE SHEETS	F-4
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENT OF CASH FLOWS	F-7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	F-8

F-1

Table of Contents

REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To\nthe shareholders and the Board of Directors of Basel Medical Group Ltd.

Opinion\non the Financial Statements

We\nhave audited the accompanying consolidated balance sheets of Basel Medical Group Ltd. and its subsidiaries (collectively referred to\nas the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of profit or loss and comprehensive\nincome, changes in shareholders’ equity and cash flows for each of the two years in period ended June 30, 2026, and the related\nnotes (collectively referred to as the “financial statements”).

In\nour opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30,\n2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity\nwith the International Financial Reporting Standards (“IFRS”).

Basis\nfor Opinion

These\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,\nwe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error\nor fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits\nprovide a reasonable basis for our opinion.

/s/ NLA\nDFK Assurance PAC

Singapore,\nOctober 30, 2026

PCAOB\nID No.6889

We\nhave served as the Company’s auditor since 2025

F-2

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

CONSOLIDATED\nSTATEMENT OF PROFIT OR LOSS

AND\nCOMPREHENSIVE INCOME

For\nyear ended June 30, 2026 and 2025

		2026 US$			2026 S$		2025 S$

Revenue	4		12,808,828			16,441,770		11,319,944

Other income	5		3,950,333			5,070,759		1,752,489

Consumables, medical supplies and other related expenses			(3,066,510	)		(3,936,258	)	(2,552,460	)

Employee benefit expenses	7		(7,195,482	)		(9,236,322	)	(6,397,933	)

Depreciation expense			(3,034,672	)		(3,895,390	)	(1,181,128	)

Rent expense			(5,191	)		(6,663	)	(141,075	)

Other operating expense			(4,073,142	)		(5,228,400	)	(3,300,208	)

Impairment loss on goodwill	20		-			-		(10,349,252	)

Finance cost	6		(357,837	)		(459,329	)	(203,948	)

Loss before tax	7		(973,673	)		(1,249,833	)	(11,053,571	)

Income tax (expense)/ benefit	8		(139,886	)		(179,562	)	417,393

Loss after tax			(1,113,559	)		(1,429,395	)	(10,636,178	)

Loss for the year, representing total comprehensive loss for the year			(1,113,559	)		(1,429,395	)	(10,636,178	)

Loss attributable to:
Owners of the Company			(582,720	)		(747,995	)	(10,635,677	)
Non-controlling interests			(530,839	)		(681,400	)	(501	)
Loss for the year			(1,113,559	)		(1,429,395	)	(10,636,178	)

Profit/Earnings per ordinary share - basic and diluted			(0.61	)		(0.78	)	(0.57	)

Weighted average number of shares - basic and diluted			1,582,111			1,582,111		18,785,750

The\naccompanying notes form an integral part of these consolidated financial statements.

F-3

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

CONSOLIDATED\nBALANCE SHEETS

As\nof June 30, 2026 and 2025

	Note	2026			2026		2025
		US$			S$		S$
ASSETS
Non-current assets
Right-of-use-assets	9		4,105,921			5,313,472		4,949,372
Property and equipment	10		221,172			286,219		388,657
Deferred tax assets	23		45,562			58,962		47,875
Total Non-Current assets			4,372,655			5,658,653		5,385,904

Current assets
Inventories	11		178,438			230,917		489,062
Trade and other receivables	12		7,991,266			10,341,500		9,489,266
Cash and cash equivalents	13		409,464			529,887		3,044,466
Amount due from related parties	14		768,730			994,812		-
Deferred offering costs			25,000			32,353		31,797
Current tax assets			-			-		239,407
Total Current assets			9,372,898			12,129,469		13,293,998

Total assets			13,745,553			17,788,122		18,679,902

LIABILITIES
Non-current liabilities
Deferred tax liabilities	23		-			-		123,810
Borrowings	15		2,619,525			3,389,927		2,956,727
Total Non-current liabilities			2,619,525			3,389,927		3,080,537

Current liabilities
Trade and other payables	16		2,746,493			3,554,236		6,574,785
Borrowings	15		4,069,791			5,266,717		2,121,119
Amount due to related parties	14		744,038			962,860		1,450,305
Asset retirement obligation			59,501			77,000		15,000
Provision for income tax			815			1,055		-
Total Current Liabilities			7,620,638			9,861,868		10,161,209

Total liabilities			10,240,163			13,251,795		13,241,746

NET ASSETS			3,505,390			4,536,327		5,438,156

Equity attributable to equity holders of the Company
Share capital	17		25,609,109			34,208,562		34,208,562
Merger reserve arising from group restructuring			(18,362,500	)		(24,455,170	)	(24,455,170	)
Retained earnings			(3,248,454	)		(4,323,727	)	(3,854,948	)
Translation reserve			(90,773	)		(373,120	)	(463,787	)

Non-controlling interest			(401,992	)		(520,218	)	3,499
Total equity			3,505,390			4,536,327		5,438,156

The\naccompanying notes form an integral part of these consolidated financial statements.

F-4

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

CONSOLIDATED\nSTATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For\nyear ended June 30, 2026 and 2025

		Share capital		Merger reserve		Translation\n reserve [member]	Retained earnings		Total attributable to owners of Company			Non- controlling interest		Total
		US$		US$		US$	US$		US$			US$		US$

As at July 1, 2025			25,609,109		(18,362,500	)	(278,337	)		(2,695,407	)		4,272,865		2,751		4,275,616

Foreign currency translation			-		-		187,564			(186,088	)		1,476		4,248		5,724

Share based payment reserve	Note 22		-		-		-			231,821			231,821		-		231,821

Transfer of investment upon disposal of share / write off			-		-		-			(16,061	)		(16,061	)	121,848		105,787

Loss for the year, representing total comprehensive loss for the year			-		-		-			(582,719	)		(582,719	)	(530,839	)	(1,113,558	)

As at June 30, 2026			25,609,109		(18,362,500	)	(90,773	)		(3,248,454	)		3,907,382		(401,992	)	3,505,390

F-5

Table of Contents

		Share capital		Merger reserve		Translation reserve	Retained earnings		Total attributable to owners of Company			Non- controlling interest		Total
		S$		S$		S$	S$		S$			S$		S$

As at July 1, 2025			34,208,562		(24,455,170	)	(463,787	)		(3,854,948	)		5,434,657		3,499		5,438,156

Foreign currency translation			-		-		90,667			-			90,667		-		90,667

Share based payment reserve	Note 22		-		-		-			300,000			300,000		-		300,000

Transfer of investment upon disposal of share / write off			-		-		-			(20,784	)		(20,784	)	157,683		136,899

Loss for the year, representing total comprehensive loss for the year			-		-		-			(747,995	)		(747,995	)	(681,400	)	(1,429,395	)

As at June 30, 2026			34,208,562		(24,455,170	)	(373,120	)		(4,323,727	)		5,056,545		(520,218	)	4,536,327

		Share capital		Merger reserve		Translation reserve	Retained earnings		Total attributable to owners of Company			Non- controlling interest		Total
		S$		S$		S$	S$		S$			S$		S$

As at July 1, 2024			24,455,178		(24,455,170	)	-			7,561,633			7,561,641		-	7,561,641
Balance			24,455,178		(24,455,170	)	-			7,561,633			7,561,641		-	7,561,641

Issuance of share capital			9,753,384		-		-			-			9,753,384		-	9,753,384

Foreign currency translation			-		-		(463,787	)		-			(463,787	)	-	(463,787	)

Share based payment reserve	Note 22		-		-		-			100,000			100,000		-	100,000

Loss for the year, representing total comprehensive income for the year			-		-		-			(11,516,581	)		(11,516,581	)	3,499	(11,513,082	)

As at June 30, 2025			34,208,562		(24,455,170	)	(463,787	)		(3,854,948	)		5,434,657		3,499	5,438,156
Balance			34,208,562		(24,455,170	)	(463,787	)		(3,854,948	)		5,434,657		3,499	5,438,156

The\naccompanying notes form an integral part of these consolidated financial statement

F-6

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

CONSOLIDATED\nSTATEMENT OF CASH FLOWS

For\nyear ended June 30, 2026 and 2025

	2026			2026		2025
	US$			S$		S$
Cash flows from operating activities
Loss before tax		(973,673	)		(1,249,833	)	(11,053,571	)

Adjustments for:
Bad debts written off		-			-		602,264
Share-based payment expense		233,713			300,000		-
Unrealised forex gain or loss		17,761			90,112		-
Provision for estimated credit losses		206,407			277,380		277,101
Provision of asset retirement obligation cost		48,301			62,000		-
Depreciation of property and equipment		273,187			350,671		107,659
Amortisation of right-of-use assets		2,761,485			3,544,719		1,073,469
Fixed asset written off		-			-		206,287
Write off of Right-of-use assets / lease liabilities		(12,089	)		(15,645	)	-
Impairment loss on goodwill		-			-		10,349,252
Interest income		(5,526	)		(7,093	)	-
Interest expense		355,116			455,837		203,948
Operating cash flows before changes in working capital		2,904,682			3,808,148		1,766,409
Changes in working capital:
Inventories		199,478			258,145		(304,262	)
Trade and other receivables		(920,320	)		(1,190,986	)	(8,687,432	)
Trade and other payables		(2,334,092	)		(3,020,549	)	4,033,506
Cash generated from/ (used in) operations		(150,252	)		(145,242	)	(3,191,779	)
Income tax paid		(57,647	)		(73,997	)	(648,293	)
Interest paid		(324,057	)		(415,968	)	(203,948	)
Net cash used in operating activities		(531,956	)		(635,207	)	(4,044,020	)

Cash flows from investing activities
Acquisition of property and equipment		(191,819	)		(248,233	)	(556,940	)
Profit attributable to non-controlling interest		105,787			136,899		-
Acquisition of subsidiary		-			-		(10,339,950	)
Interest received		5,526			7,093		-
Cash used in investing activities		(80,506	)		(104,241	)	(10,896,890	)

Cash flows from financing activities
Deferred offering costs		-			-		1,556,226
(Increase)/ decrease in amount due to related parties		(376,666	)		(487,445	)	138,915
(Increase)/ decrease in amount due from related parties		(768,729	)		(994,812	)	10,557,240
Proceeds from borrowings		2,318,213			3,000,000		4,000,000
Payment of principal portion of lease liabilities		(2,216,219	)		(2,868,009	)	(1,321,600	)
Write off of Right-of-use assets		-			-		183,195
Repayment of borrowings		(328,309	)		(424,865	)	(8,261,290	)
Decrease in amount due to former director		-			-		(111,459	)
Non-controlling interest contributions		-			-		3,499
Share issuance		-			-		9,753,384
Net cash (used in)/ generated from financing activities		(1,371,710	)		(1,775,131	)	16,498,110

Net (decrease)/ increase in cash and cash equivalents		(1,984,172	)		(2,514,579	)	1,557,200

Cash and cash equivalents at beginning of financial period		2,393,636			3,044,466		1,951,053
Effects of currency translation on cash and cash equivalents		-			-		(463,787	)
Cash and cash equivalents at end of financial year		409,464			529,887		3,044,466

The\naccompanying notes form an integral part of these consolidated financial statements.

F-7

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

These\nnotes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.

\n \n \n \n

1.	General

Basel\nMedical Group Ltd. is incorporated and domiciled in British Virgin Islands (BVI) with operations conducted by its fully owned subsidiary,\nBasel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.), based in Singapore at 6 Napier Road #03-07 Gleneagles Medical Centre,\nSingapore 258499.

The\nprincipal activities of the Company pertain to investment holding.

Reorganization

In\nOctober 2020, as part of an internal reorganization, all of the shares in our operating subsidiaries were transferred by our founder,\nDr. Kevin Yip, to Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.) Subsequently, in June 2023, Dr. Kevin Yip entered\ninto an agreement with Rainforest Capital VCC to transfer all the shares he held in Basel Medical Group Pte. Ltd. (F.K.A. Singmed Specialists\nPte. Ltd.) to Rainforest Capital VCC. Upon completion, Rainforest Capital VCC became the sole shareholder of Basel Medical Group Pte.\nLtd. (F.K.A Singmed Specialists Pte. Ltd.), which holds the shares of all of our subsidiaries. Rainforest Capital VCC is a variable capital\ncompany incorporated in Singapore and is an investment fund managed by AIP Investment Partners Pte. Ltd., a licensed fund manager in\nSingapore.

On\nAugust 10, 2023, Basel Medical Group Ltd. was incorporated under the laws of the BVI as our holding Company to facilitate this offering\nand the listing of Basel Medical Group Ltd.’s ordinary shares on Nasdaq, and in connection therewith, Rainforest VCC (an umbrella\nfund with multiple sub-funds), through its sub-fund, Basel Medical Fund, subscribed for 16,250,000 ordinary shares in Basel Medical Group\nLtd. amounting to US$18,362,500 at a subscription price of US$1.13 per share. In August 2023, all of the shares in Basel Medical Group\nPte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.) were transferred to Basel Medical Group Ltd. by Rainforest Capital VCC to prepare for\nthis listing and offering.

Subsequently,\nbetween September 2023 and January and April 2024, Rainforest Capital VCC sold certain of the shares it held in Basel Medical Group Ltd.\nto certain other investors, following which Rainforest Capital VCC held a total of 12,387,982 ordinary shares.

The\nconsolidated financial statements of the Group were prepared on the basis as if the reorganisation became effective as of the beginning\nof the first period presented in the accompanying consolidated financial statements of the Group.

F-8

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

1.	General\n (Continued)

The\nGroup has following subsidiaries as at June 30, 2026 and 2025:

Schedule\nof activities of subsidiaries

Name of entity

Principal

activities

Country of business and incorporation

Proportion of ordinary

shares held by Group

2026

2025

Basel Medical Group Pte. Ltd. (F.K.A. Singmed Specialists Pte. Ltd.)

Other holding companies

Singapore

100

Singapore Sports & Orthopaedic Clinic Pte. Ltd.

Clinics and other general medical services (western) and specialized medical services (including day surgical centres)

Singapore

100

Singapore Sports & Orthopaedic Services Pte. Ltd.

Clinics and other general medical services (western) and specialized medical services (including day surgical centres)

Singapore

100

SSOC Pte. Ltd.

Clinics and other general medical services (western) and specialized medical services (including day surgical centres)

Singapore

100

100

SSOS Pte. Ltd.

Clinics and other general medical services (western) and specialized medical services (including day surgical centres)

Singapore

100

F-9

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

1.	General\n (Continued)

Name of entity	Principal activities	Country of business and incorporation	Proportion of ordinary shares held by Group
			2026		2025
			%		%
Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd.	Clinics and other general medical services (western) and specialized medical services (including day surgical centres)	Singapore		100		100

Singapore Knee, Sports & Orthopaedic Services Pte. Ltd.	Clinics and other general medical services (western) and specialized medical services (including day surgical centres)	Singapore		100		100

Pharma Avenue Pte. Ltd. (F.K.A. Singapore Sports and Physiotherapy Centre Pte. Ltd.)	Other health services N.E.C (E.g. Physiotherapy, chiropratic, speech therapy) and physiotherapy	Singapore		100		100

Eyetrust Medical Pte. Ltd.	Specialized medical services (including day surgical centres)	Singapore		65		-

Basel Medflow Pte. Ltd.	Other information technology and computer service activities, retail sale of sports apparel and equipment (including bicycles, boats and healthcare equipment)	Singapore		-		60

SSOC Orchard Pte. Ltd.	Clinics and other general medical services (western) and specialized medical services (including day surgical centres)	Singapore		53		-

SSOC Farrer Park Pte. Ltd.	Clinics and other general medical services (western) and specialized medical services (including day surgical centres)	Singapore		53		-

SSOC Novena Pte. Ltd.	Clinics and other general medical services (western) and specialized medical services (including day surgical centres)	Singapore		53		-

Bethesda Medical Pte. Ltd.	Clinics and other general medical services (western)	Singapore		100		100

Oasis Medical Clinic Pte. Ltd.	Clinics and other general medical services (western)	Singapore		100		100

F-10

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

1.	General\n (Continued)

On\nOctober 14, 2024, Singmed Specialists Pte. Ltd. changed its corporate name to Basel Medical Group Pte. Ltd.

On\nJune 23, 2025, Singapore Sports and Physiotherapy Centre Pte. Ltd. changed its corporate name to Pharma Avenue Pte. Ltd.

\n \n \n \n

2.	Material\n accounting policy information

\n \n \n \n

2.1

Compliance\n with International Financial Reporting Standards (“IFRS”)

The\nconsolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”)\nand interpretations issued by the IFRS Interpretations Committee (“IFRS IC”) applicable to companies reporting under IFRS.\nThe financial statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).

The\nconsolidated financial statements of the Group have been prepared on a going concern basis.

The\nability of the Group to continue as going concern is dependent on: (Please refer to Note 27)

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(i)	the\n ability of its major shareholder to provide financial support
	(ii)	the\n ability of the Group to generate sufficient and sustainable operating profits and cash flows over the next 12 months from the date\n of these financial statements to meet its operating and financial obligations as and when they fall due; and
	(iii)	the\n ability of the Group to procure additional financing and to garner the continuous support of its existing financiers.

\n \n \n \n

2.2

New\n and amended standards adopted by the Group

The\nGroup has applied the following amendments for the first time for their annual reporting period commencing July 1, 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Classification\n of Liabilities as Current or Non-current and Non-current liabilities with covenants - Amendments to IAS 1;
	●	Lease\n Liability in Sale and Leaseback - Amendments to IFRS 16; and
	●	Supplier\n Finance Arrangements - Amendments to IAS 7 and IFRS 7.

The\namendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect\nthe current or future periods.

\n \n \n \n

2.3

New\n standards and interpretations not yet adopted

Certain\nnew accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for June\n30, 2026 reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected\nto have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

F-11

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.4

Revenue\n from contracts with customers

The\nGroup is in the business of providing medical services to patients. Revenue from contracts with customers is recognized when control\nof the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be\nentitled in exchange for those goods or services. Revenue is presented net of goods and services tax, rebates, and discounts.

Revenue\nfrom the rendering of medical services is recognized at the point in time when the entity satisfies the performance obligation by transferring\na promised good or service to the customer, which is when the customer obtains control of the good or service. This is generally when\nthe significant acts have been completed, ie, upon the completion of consultations, clinical treatments, medical tests and operations.\nThe Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of\nthe transaction price needs to be allocated. The amount of revenue recognized is the amount allocated to the satisfied performance obligation.

Transaction\nprice is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised\ngoods or services. In determining the transaction price for the rendering of medical services the Group considers the effects of variable\nconsideration. Contracts with customers normally does not include any contractual adjustment such as right of return, volume discount\netc. In rare circumstances where consideration is variable, the Group estimates the amount of consideration to which it will be entitled\nin exchange for rendering of service to the customer. The variable consideration is estimated at contract inception and constrained until\nit is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated\nuncertainty with the variable consideration is subsequently resolved.

\n \n \n \n

2.5

Segment\n reporting

Operating\nsegments are reported in a manner consistent with the Group’s internal organizational structure as well as information about geographical\nareas, business segments and major clients in the consolidated financial statements for detailing the Group’s business segments.\nBased on the criteria established, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief\nExecutive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the\nGroup.

As\na whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose\nof internal reporting. As the Group’s long-lived assets are substantially located in Singapore, no geographical segments are presented.

F-12

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.6

Government\n grants

Grants\nfrom the government are recognized as a receivable at their fair value when there is reasonable assurance that the grant will be received\nand the Group will comply with all the attached conditions.

Government\ngrants receivable are recognized as income over the periods necessary to match them with the related costs which they are intended to\ncompensate, on a systematic basis. Government grants relating to expenses are shown separately as other income.

Government\ngrants relating to assets are deducted against the carrying amount of the assets.

\n \n \n \n

2.7

Basis\n of consolidation

The\nconsolidated financial statements comprise the financial statements of the Company and its subsidiaries. The financial statements of\nthe subsidiaries used in the preparation of the consolidated financial statements are prepared as of the same reporting date as the Company.\nConsistent accounting policies are applied to like transactions and events in similar circumstances.

\n \n \n \n

(a)	Subsidiaries

\n \n \n \n \n

(i)

Consolidation\n

Subsidiaries\nare all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed\nto, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power\nover the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated\nfrom the date on that control ceases.

In\npreparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are\neliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred\nasset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.\nDeferred tax relief on unrealized intra-Group profit is accounted for only to the extent that it is considered recoverable.

Non-controlling\ninterests comprise the portion of a subsidiaries’ net results of operations and its net assets, which is attributable to the interests\nthat are not owned directly or indirectly by the equity holders of the Group. They are shown separately in the consolidated statement\nof profit or loss and other comprehensive income, statement of changes in equity, and statement of financial position. Total comprehensive\nincome is attributed to the non-controlling interests based on their respective interests in a Subsidiaries, even if this results in\nthe non-controlling interests having a deficit balance.

F-13

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.7

Group\n accounting (Continued)

\n \n \n \n

(a)	Subsidiaries\n (Continued)

\n \n \n \n \n

(ii)

Acquisitions

The\nacquisition method of accounting is used to account for business combinations entered into by the Group.

The\nconsideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities\nincurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement\nand any pre-existing equity interest in the subsidiaries measured at their fair values at the acquisition date.

The\nfair value of contingent consideration liabilities is reassessed at each balance sheet date with changes recognized in the income statement.\nPayments of contingent consideration reduce the balance sheet liability and as a result are not recorded in the income statement. The\npart of each payment relating to the original estimate of the fair value of the contingent consideration on acquisition is reported within\ninvesting activities in the cash flow statement and the part of each payment relating to the increase in the liability since the acquisition\ndate is reported within operating cash flows.

Where\nthe consideration transferred, together with the noncontrolling interest, exceeds the fair value of the net assets, liabilities and contingent\nliabilities acquired, the excess is recorded as goodwill. The costs of effecting an acquisition are charged to the income statement in\nthe period in which they are incurred.

Goodwill\nis capitalized as a separate item in the case of subsidiaries and as part of the cost of investment in the case of joint ventures and\nassociates. Goodwill is denominated in the currency of the operation acquired.

Where\nthe cost of acquisition is below the Group’s interest in the net assets acquired, the difference is recognized directly in the\nincome statement.

F-14

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.7

Group\n accounting (Continued)

\n \n \n \n

(a)	Subsidiaries\n (Continued)

\n \n \n \n \n

(ii)

Acquisitions\n (Continued)

Where\nnot all of the equity of a subsidiary is acquired the noncontrolling interest is recognized either at fair value or at the non-controlling\ninterest’s share of the net assets of the subsidiary, on a case-by-case basis. Changes in the Group’s ownership percentage\nof subsidiaries are accounted for within equity.

Acquisition-related\ncosts are expensed as incurred.

Identifiable\nassets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially\nat their fair values at the acquisition date.

On\nan acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree at the date of acquisition either\nat fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

The\nexcess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair\nvalue of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as\ngoodwill.

\n \n \n \n \n

(iii)

Disposal

When\na change in the Group’s ownership interest in a subsidiary result in a loss of control over the subsidiary, the assets and liabilities\nof the subsidiary including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of\nthat entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

Any\nretained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest\nat the date when control is lost and its fair value is recognized in profit or loss.

\n \n \n \n

(b)	Transactions\n with non-controlling interests

Changes\nin the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiaries are accounted for\nas transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest\nand the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.

F-15

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.8

Property\n and equipment

All\nitems of property and equipment are initially recorded at cost. Subsequent to recognition, property and equipment are measured at cost\nless accumulated depreciation and any accumulated impairment losses. The cost of property and equipment includes its purchase price and\nany costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the\nmanner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property and equipment\nif the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property and equipment.

Depreciation\nis calculated using the straight-line method to allocate depreciable amounts over their estimated useful lives. The estimated useful\nlives are as follows:

Schedule of expected useful lives for property, plant and equipment

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Useful lives
Machinery		3 years
Furniture and Fittings		3 years
Medical equipment		3 years
Renovation		3 - 5 years
Air conditioner		3 years
Computer and office equipment		3 years
Software		3 years

The\nresidual values, estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted prospectively, if\nappropriate.

Fully\ndepreciated assets are retained in the consolidated financial statements until they are no longer in use.

An\nitem of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal.\nAny gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognized.

Subsequent\nexpenditure relating to property and equipment that has already been recognized is added to the carrying amount of the asset only when\nit is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured\nreliably. All other repair and maintenance expenses are recognized in profit or loss when incurred.

On\ndisposal of an item of property and equipment, the difference between the disposal proceeds and its carrying amount is recognized in\nprofit or loss within “other losses”. Any amount in revaluation reserve relating to that item is transferred to retained\nprofits directly.

F-16

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.9

Financial\n instruments

\n \n \n \n \n

(a)

Financial\n assets

Initial\nrecognition and measurement

Financial\nassets are recognized when, and only when the entity becomes party to the contractual provisions of the instruments.

At\ninitial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value\nthrough profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction\ncosts of financial assets carried at FVPL are expensed in profit or loss.

Trade\nreceivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised\ngoods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant\nfinancing component at initial recognition.

Subsequent\nmeasurement

Investments\nin debt instruments

Subsequent\nmeasurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics\nof the asset. The three measurement categories for classification of debt instruments are amortized cost, fair value through other comprehensive\nincome (FVOCI) and FVPL. The Group only has debt instruments at amortized cost.

Financial\nassets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest\nare measured at amortized cost. Financial assets are measured at amortized cost using the effective interest method, less impairment.\nGains and losses are recognized in profit or loss when the assets are derecognized or impaired, and through the amortisation process.

Investments\nin equity instruments

On\ninitial recognition of an investment in equity instrument that is not held for trading, the Group may irrevocably elect to present subsequent\nchanges in fair value in other comprehensive income which will not be reclassified subsequently to profit or loss. Dividends from such\ninvestments are to be recognized in profit or loss when the Group’s right to receive payments is established. For investments in\nequity instruments which the Group has not elected to present subsequent changes in fair value in other comprehensive income, changes\nin fair value are recognized in profit or loss.

F-17

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.9

Financial\n instruments (Continued)

\n \n \n \n \n

(a)

Financial\n assets (Continued)

Derecognition

A\nfinancial asset is derecognized where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial\nasset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or\nloss that had been recognized in other comprehensive income for debt instruments is recognized in profit or loss.

\n \n \n \n \n

(b)

Financial\n liabilities

Initial\nrecognition and measurement

Financial\nliabilities are recognized when, and only when, the Group becomes a party to the contractual provisions of the financial instrument.\nThe Group determines the classification of its financial liabilities at initial recognition.

All\nfinancial liabilities are recognized initially at fair value plus in the case of financial liabilities not at FVPL, directly attributable\ntransaction costs.

Subsequent\nmeasurement

After\ninitial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortized cost using the effective\ninterest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, and through the amortisation\nprocess.

Borrowings

Borrowings\nare presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the\nbalance sheet date, in which case they are presented as non-current liabilities.

Borrowings\nare initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between\nthe proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using\nthe effective interest method.

F-18

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.9

Financial\n instruments (Continued)

\n \n \n \n \n

(b)

Financial\n liabilities

Derecognition

A\nfinancial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. On derecognition,\nthe difference between the carrying amounts and the consideration paid is recognized in profit or loss.

\n \n \n \n

2.10

Impairment\n of financial assets

The\nGroup recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVPL. ECLs are based\non the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects\nto receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from\nthe sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs\nare recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition,\nECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For\nthose credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is\nrecognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).

For\ntrade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit\nrisk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix\nthat is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic\nenvironment which could affect debtors’ ability to pay.

The\nGroup considers a financial asset in default when contractual payments are 30 days past due. However, in certain cases, the Group may\nalso consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive\nthe outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is\nwritten off when there is no reasonable expectation of recovering the contractual cash flows.

\n \n \n \n

2.11

Cash\n and cash equivalents

For\nthe purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with\nfinancial institutions which are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are presented\nas current borrowings on the balance sheet. For cash subjected to restriction, assessment is made on the economic substance of the restriction\nand whether they meet the definition of cash and cash equivalents.

F-19

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.12

Inventories

Inventories\nare stated at the lower of cost and net realisable value, Cost is calculated using the weighted average basis and includes all costs\nof purchase and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the\nestimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make\nthe sale.

Where\nnecessary, allowance is provided for damaged, obsolete and slow-moving item to adjust the carrying value of inventories to the lower\nof cost and net realisable value.

\n \n \n \n

2.13

Offsetting\n of financial instruments

Financial\nassets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset\nand there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

\n \n \n \n

2.14

Provisions

Provisions\nare recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow\nof resources embodying economic benefits will be required to settle the obligation and the amount of the obligation can be estimated\nreliably.

Provisions\nare reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that\nan outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value\nof money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to\nthe liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Asset\nRetirement Obligation

The\nGroup recognizes a liability and capitalize an expense in property and equipment if the Group has a present legal or constructive obligation\nto reinstate the leased premises to their original state upon expiry of the lease. The provision is made based on management’s\nbest estimate of the expected costs to be incurred to reinstate the leased premises to their original state. The capitalized provision\nfor reinstatement costs in property and equipment is amortized over the period of the lease.

F-20

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.15

Impairment\n of non-financial assets

The\nGroup assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, (or, where\napplicable, when an annual impairment testing for an asset is required), the Group makes an estimate of the asset’s recoverable\namount.

The\ncarrying values of all non-current assets are reviewed for impairment, either on a stand-alone basis or as part of a larger cash generating\nunit, when there is an indication that the assets might be impaired. Additionally, goodwill and intangible assets which are not yet available\nfor use are tested for impairment annually.

Impairments\nof goodwill are not reversed.

An\nasset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal\nand its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent\nof those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable\namount, the asset is considered impaired and is written down to its recoverable amount.

Impairment\nlosses are recognized in profit or loss.

A\npreviously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s\nrecoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased\nto its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had\nno impairment loss been recognized previously. Such reversal is recognized in profit or loss.

\n \n \n \n

2.16

Taxes

\n \n \n \n \n

(a)

Current\n income tax

Current\nincome tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid\nto the taxation authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted\nat the reporting date.

Current\nincome taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either\nin other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect\nto situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

F-21

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.16

Taxes\n (Continued)

\n \n \n \n \n

(b)

Deferred\n tax

Deferred\ntax is provided using the liability method on temporary differences at the end of the reporting date between the tax bases of assets\nand liabilities and their carrying amounts for financial reporting purposes.

Deferred\ntax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability\nis settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred\ntax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against\ncurrent income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

\n \n \n \n \n

(c)

Goods\n and Services Tax (“GST”)

Revenues,\nexpenses and assets are recognized net of the amount of GST except:

\n \n \n \n \n

●

where\n the GST incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the GST is recognized\n as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

\n \n \n \n \n

●

receivables\n and payables that are stated with the amount of GST included.

The\nnet amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement\nof financial position.

\n \n \n \n

2.17

Leases

The\nGroup assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control\nthe use of an identified asset for a period of time in exchange for consideration.

\n \n \n \n \n

(a)

As\n lessee

The\nGroup applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets.\nThe Group recognizes lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right\nto use the underlying leased assets.

F-22

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.17

Leases\n (Continued)

\n \n \n \n \n

(a)

As\n lessee (Continued)

Right-of-use\nassets

The\nGroup recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use).\nRight-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement\nof lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,\nand lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on\na straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If\nownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option,\ndepreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. The\naccounting policy for impairment is disclosed in Note 2.15.

The\nGroup’s right-of-use assets are presented in Note 9.

Lease\nliabilities

At\nthe commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made\nover the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable,\nvariable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease\npayments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties\nfor terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not\ndepend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the\nevent or condition that triggers the payment occurs.

In\ncalculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because\nthe interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is\nincreased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities\nis remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments\nresulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase\nthe underlying asset.

F-23

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.17

Leases\n (Continued)

\n \n \n \n \n

(a)

As\n lessee (Continued)

Lease\nliabilities (Continued)

The\nGroup’s lease liabilities are included in borrowings (Note 15).

Short-term\nleases and leases of low-value assets

The\nGroup applies the short-term lease recognition exemption to its short-term leases of office premises (i.e. those leases that have a lease\nterm of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognized\nas expense on a straight-line basis over the lease term. The Group has no lease of low-value assets for the year.

\n \n \n \n

2.18

Currency\n translation

\n \n \n \n \n

(a)

Functional\n and presentation currency

Items\nincluded in the financial statements of each entity in the Group are measured using the currency of the primary economic environment\nin which the entity operates (“functional currency”). The consolidated financial statements are presented in Singapore Dollar,\nwhich is the functional currency of the Group.

\n \n \n \n \n

(b)

Transactions\n and balances

Transactions\nin a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the\nexchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and\nfrom the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the end of balance\nsheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract\nassets and financial liabilities.

When\na foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate\nshare of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.

Foreign\nexchange gains and losses that relate to borrowings are presented in the income statement within “finance expense”. All other\nforeign exchange gains and losses impacting profit or loss are presented in the income statement.

F-24

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.18

Currency\n translation (Continued)

\n \n \n \n \n

(b)

Transactions\n and balances (Continued)

Non-monetary\nitems measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

\n \n \n \n \n

(c)

Translation\n of Group entities’ financial statements

The\nresults and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a\nfunctional currency different from the presentation currency are translated into the presentation currency as follows:

\n \n \n \n \n

(i)

assets\n and liabilities are translated at the closing exchange rates at the reporting date;

\n \n \n \n \n

(ii)

income\n and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect\n of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the\n dates of the transactions); and

\n \n \n \n \n

(iii)

all\n resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation\n reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control\n of the foreign operation.

Goodwill\nand fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations\nand translated at the closing rates at the reporting date.

Translations\nof the consolidated balance sheets, consolidated statement of profit or loss and comprehensive income, consolidated statement of changes\nin shareholders’ equity and consolidated statements of cash flows from S$ into US$ as of and for the year ended June 30, 2026 are\nsolely for the convenience of the reader and were calculated at the closing rate of S$1 = US$1.2941 and average rate of S$1 = US$1.283628,\nas set forth in the statistical release of the Federal Reserve System on June 30, 2026. No representation is made that the S$ amounts\ncould have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2026, or at any other rate.

\n \n \n \n

2.19

Employee\n benefits

\n \n \n \n \n

(a)

Defined\n contribution plans

The\nGroup makes contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to\ndefined contribution pension schemes are recognized as an expense in the period in which the related service is performed.

F-25

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.19

Employee\n benefits (Continued)

\n \n \n \n \n

(b)

Short-term\n employee benefits

Short-term\nemployee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is\nrecognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result\nof past service provided by the employee, and the obligation can be estimated reliably.

\n \n \n \n

2.20

Derivative\n financial instruments

A\nderivative financial instrument for which no hedge accounting is applied is initially recognized at its fair value on the date the contract\nis entered into and is subsequently carried at its fair value. Changes in its fair value are recognized in profit or loss. The Group\ndoes not apply hedge accounting for its derivative financial instruments.

\n \n \n \n

2.21

Earnings\n per share

Basic\nearnings per share is computed by dividing net income attributable to the holders of ordinary shares by the weighted average number of\nordinary shares outstanding during the period presented. Diluted income per share is calculated by dividing net income attributable to\nthe holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number\nof ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not\nincluded in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such\nas in a period in which a net loss is recorded.

\n \n \n \n

2.22

Share\n capital

Proceeds\nfrom issuance of ordinary shares are recognized as share capital in equity. Incremental costs directly attributable to the issuance of\nordinary shares are deducted against share capital.

\n \n \n \n

2.23

Merger\n reserve

In\na business combination under common control, any difference between the consideration paid and the carrying amounts of assets and liabilities\nreceived is presented as a change within equity and recorded under merger reserves.

\n \n \n \n

2.24

Deferred\n Offering cost

The\nCompany defers specific incremental costs directly attributable to an equity securities offering. These costs will be charged against\nthe gross proceeds of the offering as a reduction of additional paid-in capital. If the Company does not complete the initial public\noffering, the deferred costs of the aborted offering will be deferred and charged against the proceeds of a subsequent offering.

F-26

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

2.	Material\n accounting policy information (Continued)

\n \n \n \n

2.24

Deferred\n offering cost (Continued)

Any\ncosts related to an aborted offering will be expensed in the period in which the Company elects to abort the offering.

Prior\nto the completion of the initial public offering, deferred offering costs, which mainly consist of direct incremental legal, auditing,\naccounting, consulting, and other fees relating to the initial public offering, are capitalized on the consolidated balance sheets.

\n \n \n \n

2.25

Dividend\n to Company’s shareholders

Dividends\nto the Company’s shareholders are recognized when the dividends are approved for payment.

\n \n \n \n

3.	Significant\n accounting judgements and estimates

The\npreparation of the Group’s financial statements requires management to make judgments, estimates and assumptions that affect the\nreported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting\nperiod. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying\namount of the asset or liability affected in the future periods.

\n \n \n \n

3.1

Judgements\n made in applying accounting policies

Management\nis of the opinion that there are no significant judgements made in applying accounting estimates and policies that have a significant\nrisk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

\n \n \n \n

3.2

Key\n sources of estimation uncertainty

The\nkey assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed\nbelow. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances\nand assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the\nGroup. Such changes are reflected in the assumptions when they occur.

F-27

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

3.	Significant\n accounting judgements and estimates (Continued)

\n \n \n \n

3.2

Key\n sources of estimation uncertainty (Continued)

\n \n \n \n \n

(a)

Estimated\n useful lives of property and equipment (Continued)

The\nGroup depreciates the property and equipment over their estimated useful lives after taking into account of their estimated residual\nvalues. The estimated useful life reflects management’s estimate of the period that the Group intends to derive future economic\nbenefits from the use of the Group’s property and equipment. The residual value reflects management’s estimated amount that\nthe Group would currently obtain from the disposal of the asset, after deducting the estimated costs of disposal, as if the asset were\nalready of the age and in the condition expected at the end of its useful life. Changes in the expected level of usage and technological\ndevelopments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact\nfuture depreciation charges. The carrying amounts of the Group’s property and equipment as at June 30, 2026 and June 30, 2025 were\ndisclosed in Note 10.

\n \n \n \n \n

(b)

Inventory\n valuation method

Inventory\nwrite-down is made based on the current market conditions, historical experience and selling goods of similar nature. It could change\nsignificantly as a result of changes in market conditions. A review is made periodically on inventories for excess inventories, obsolescence\nand declines in net realisable value and an allowance is recorded against the inventory balances for any such declines. The realisable\nvalue represents the best estimate of the recoverable amount and is based on the most reliable evidence available and inherently involves\nestimates regarding the future expected realisable value. The carrying amount of the Company’s inventories as at June 30, 2026\nwas S$230,917 (US$178,438) (June 30, 2025: S$489,062). If the future expected realisable value was lower by 10% of its carrying amount,\nthe carrying amount of the Company’s inventories would have been S$23,092 (US$17,844) (June 30, 2025: S$48,906) lower.

\n \n \n \n \n

(c)

Allowance\n for expected credit losses of trade receivables

The\nGroup uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for groupings of\nvarious customer segments that have similar loss patterns.

The\nprovision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to\nadjust historical credit loss experience with forward-looking information. At every reporting date, historical default rates are updated\nand changes in the forward-looking estimates are analysed.

The\nassessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate.\nThe amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit\nloss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.\nThe information about the ECLs on the Company’s trade receivables is disclosed in Note 24 (a). The carrying amount of the Company’s\ntrade receivables as at the end of each reporting period were disclosed in Note 12.

F-28

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

3.	Significant\n accounting judgements and estimates (Continued)

\n \n \n \n

3.2

Key\n sources of estimation uncertainty (Continued)

\n \n \n \n \n

(d)

Allowance\n for expected credit losses of other receivables

The\nGroup assessed the latest performance and financial position of the counterparties, adjusted for the outlook of the industry in which\nthe counterparties operate in, and concluded that there had been no significant increase in credit risk since initial recognition of\nthe financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined that the ECL is\ninsignificant.

The\ncarrying amount of the Group’s other receivables as at June 30, 2026 were S$105,811 (US$81,762) (June 30, 2025: S$134,188).

\n \n \n \n \n

(e)

Leases\n - estimating the incremental borrowing rate

The\nGroup cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate to measure\nlease liabilities. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over a similar term,\nand with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic\nenvironment. The incremental borrowing rate therefore reflects what the Group ‘would have to pay’, which requires estimation\nwhen no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates\nthe incremental borrowing rate using observable inputs (such as market interest rates) when available and is required to make certain\nentity-specific estimates.

\n \n \n \n \n

(f)

Impairment\n of non-financial assets

Goodwill

Goodwill\nis tested for impairment annually and whenever there is an indication that the goodwill may be impaired. In performing the impairment\nassessment of the carrying amount of goodwill, the recoverable amounts of cash-generating units (CGUs”) in which the goodwill,\nare determined using higher of value-in-use (“VIU”) calculation and fair value less cost to disposal. The assessment process\ninvolves significant management’s estimates and is based on assumptions that are affected by future market and economic conditions.\nIt also involves the use of significant judgments such as the forecasted revenue and operating expenses, sales growth rates, gross profit\nmargin and discount rates applied to the VIU calculation. Specific estimates used in the impairment assessment are disclosed in Note\n21.

It\nis assessed that the recoverable amounts of the CGUs are less than the carrying values of the CGUs, and accordingly full impairment charge\nwas recognized. The carrying amount of goodwill is disclosed in Note 20.

F-29

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

4.\n

Revenue

Schedule\nof revenue from transfer of goods and services

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Type of service
Rendering of services - Medical services		12,808,828		16,441,770		11,319,944
Revenues		12,808,828		16,441,770		11,319,944

Timing of transfer of service
At a point in time		12,808,828		16,441,770		11,319,944
Revenues		12,808,828		16,441,770		11,319,944

\n \n \n \n

5.\n

Other\n income

Schedule\nof other income

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Bad debt recovered		4,496		5,771		-
Government grant		73,231		94,002		76,962
Interest income		5,526		7,093		81,350
Service income		242,095		310,760		35,000
Reversal of expected credit loss		320,512		411,418		-
Investment written off		1,513,289		1,942,500		-
Intercompany balance written off		735,281		943,827		-
Net Gain on Sale of Shares		344,927		442,758		-
Other income		710,976		912,630		1,559,177
Other\n income		3,950,333		5,070,759		1,752,489

F-30

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

6.\n

Finance\n cost

Schedule\nof finance cost

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n\n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Interest expense on:
- Bank borrowings		141,450		181,569		88,982
- Interest expense on bank borrowings		141,450		181,569		88,982
- Bank charges		6,206		7,966		-
- Interest expense on bank charges		6,206		7,966		-
- Lease liabilities		210,181		269,794		114,966
- Interest expense on lease liabilities		210,181		269,794		114,966
Finance costs		357,837		459,329		203,948

\n \n \n \n

7.\n

Loss\n before tax

Loss\nbefore tax has been arrived at after charging:

Schedule\nof profit before tax

	2026		2026		2025
	US$		S$		S$

Marketing and advertisement		389,106		499,467		611,733
Legal and professional fees		355,550		456,394		243,433
Insurance		218,903		280,990		342,394
Transportation		46,580		59,791		44,248
Bad debts written off		134		172		602,264
Fine and penalty		3,572		4,585		-
Provision for expected credit losses		6,307,318		8,096,250		277,101
Short term lease expenses		5,191		6,663		141,075
Depreciation of property and equipment		273,187		350,671		107,659
Amortisation of right-of-use assets		2,761,485		3,544,719		1,073,469
Recruitment		386		495		2,309
Membership and subscription		48,718		62,536		20,614
Telephone		39,372		50,539		41,806
Employee benefit expenses
- Director’s salaries and bonuses		332,212		426,437		333,000
- Director’s CPF		25,893		33,237		30,226
- Employees’ salaries and bonus		6,020,570		7,728,171		5,076,048
- Employees’ CPF		517,846		664,722		470,765
- Other staff expenses		298,961		383,755		487,894

F-31

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

8.\n

Income\n tax expense/ (benefit)

The\nmajor components of income tax expense recognized in profit or loss for the periods ended June 30, 2026 and 2025 were:

Schedule\nof component of income tax expense

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Tax recognized in profit or loss
Current tax expense
Current year		-		-		-
Changes in estimates related to prior years		139,886		179,562		(417,393	)
Tax recognized in profit\n or loss		139,886		179,562		(417,393	)
Deferred tax expense
Recognition of tax effect of previously unrecognised tax losses		-		-		-
Deferred tax expense		-		-		-
Tax expense/ (benefit) on continuing operation		139,886		179,562		(417,393	)

Relationship\nbetween tax expense and accounting loss

A\nreconciliation between tax expense and the product of accounting loss multiplied by the applicable corporate tax rate for the financial\nperiods ended June 30, 2026 and 2025 were as follows:

Schedule of reconciliation\nbetween tax expense and corporate tax rate

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2026		2025
	US$			S$		S$

Loss before tax		(973,673	)		(1,249,833	)	(11,053,571	)

Income tax using the statutory tax rate of 17% (2025: 17%)		(165,524	)		(212,472	)	(1,879,107	)
Effects of:
- Non-deductible expenses		515,894			662,216		1,866,671
- Income tax exemption		(350,370	)		(449,744	)	(17,425	)
- Utilisation of capital allowance		-			-		(449	)
- Deferred tax asset not recognized during the financial year		-			-		30,310
-Underprovision in respect of prior years		139,886			179,562		355
-Overprovision in respect of prior years		-			-		(417,748	)
Income tax expense/(benefit)		139,886			179,562		(417,393	)

F-32

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

9.	Right\n of use assets

Schedule of right of use assets

	2026			2026		2025
	US$			S$		S$

Cost
At beginning of financial year		6,809,333			8,660,790		2,753,093
Additions		3,222,725			4,170,528		3,275,940
Acquisition		-			-		4,825,203
Depreciation
Written off		(836,610	)		(1,073,896	)	(3,966,296	)
Fair value reserve		-			-		1,772,850
Currency translation differences		(110,043	)		-		-
At end of financial year		9,085,405			11,757,422		8,660,790

Accumulated Depreciation
At beginning of financial year		2,918,011			3,711,418		2,729,633
Acquisition		-			-		3,691,417
Depreciation		2,761,485			3,544,719		1,073,469
Written off		(632,728	)		(812,187	)	(3,783,101	)
Currency translation differences		(67,284	)		-		-
At end of financial year		4,979,484			6,443,950		3,711,418

Carrying amount		4,105,921			5,313,472		4,949,372
At end of financial year		4,105,921			5,313,472		4,949,372

F-33

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

10.

Property\n and equipment

Schedule\nof property and equipment

	Machinery		Furniture & Fittings		Medical equipment	Renovation		Air conditioner			Computer & office equipment		Software	Total
	S$		S$		S$	S$		S$			S$		S$	S$
Cost
At July 1, 2024		47,226		100,852		86,724			405,349			43,727		358,168		-		1,042,046
Acquisition		-		367,243		1,500,493			1,285,136			-		378,669		86,978		3,618,519
Depreciation
Additions		-		-		13,101			21,545			-		20,114		-		54,760
Written off		-		(313,691	)	(709,330	)		(315,832	)		-		(253,806	)	(9,000	)	(1,601,659	)
Fair value reserve		-		-		111,150			-			-		-		-		111,150
At June 30, 2025		47,226		154,404		1,002,138			1,396,198			43,727		503,145		77,978		3,224,816
Additions		-		-		124,100			96,925			-		18,068		9,140		248,233
At June 30, 2026		47,226		154,404		1,126,238			1,493,123			43,727		521,213		87,118		3,473,049

Accumulated depreciation
At July 1, 2024		47,226		100,664		81,533			382,200			43,727		352,183		-		1,007,533
Acquisition		-		277,888		1,244,797			1,192,766			-		317,744		83,144		3,116,339
Depreciation		-		7,020		50,042			24,528			-		25,347		722		107,659
Written off		-		(248,500	)	(687,468	)		(231,410	)		-		(220,994	)	(7,000	)	(1,395,372	)
At June 30, 2025		47,226		137,072		688,904			1,368,084			43,727		474,280		76,866		2,836,159
Depreciation		-		12,654		265,929			42,714			-		24,040		5,334		350,671
At June 30, 2026		47,226		149,726		954,833			1,410,798			43,727		498,320		82,200		3,176,209

Net book values
At June 30, 2025		-		17,332		313,234			28,114			-		28,865		1,112		388,657
At June 30, 2026		-		4,678		171,405			82,325			-		22,893		4,918		286,219

US$
At June 30, 2026		-		3,615		132,452			63,615			-		17,690		3,800		221,172

F-34

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

11.

Inventories

Schedule\nof inventories

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Statement of financial position:
Medicine, drugs and medical devices		178,438		230,917		489,062

Statement of comprehensive income:
Inventories recognized as an expense in cost of sales		113,253		145,375		658,479

\n \n \n \n

12.

Trade\n and other receivables

Schedule\nof trade and other receivables

	2026			2026		2025
	US$			S$		S$

Trade receivables:
- third parties		2,729,285			3,531,968		2,740,055
Less: Allowance for expected credit loss		(669,000	)		(865,753	)	(588,373	)
Trade Receivables		2,060,285			2,666,215		2,151,682
Deposits		5,455,956			7,060,553		6,772,629
Fixed deposit		231,821			300,000		-
Prepayments		123,762			160,160		430,767
GST receivables		18,536			23,987		-
Accrued revenue		19,144			24,774		-
Other receivables:
- third parties		81,762			105,811		134,188
Trade\n and other receivables		7,991,266			10,341,500		9,489,266

Trade\nreceivables are unsecured, non-interest bearing and are generally on 60 days terms (June 30, 2025: 60 days).

There\nis no other class of financial assets that is past due and/or impaired except for trade receivables.

Trade\nand other receivables are denominated in Singapore Dollar.

The\ndeposits include payments made for custodian services amounting to S$4,701,220 (US$3,632,810), which are classified as non-financial\nassets and earmarked for use in upcoming mergers and acquisitions within the Singapore market.

F-35

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

12.

Trade\n and other receivables (Continued)

The\nmovement in allowance for expected credit losses of trade receivables computed based on lifetime ECL was as follows:

Schedule\nof movement in allowance for expected credit losses

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2026		2025
	US$			S$		S$

Beginning of financial year		462,593			588,373		460,413
Allowance for expected credit losses		344,159			455,645		277,101
Less: Reversal of allowance for expected credit losses		(137,752	)		(178,265	)	(149,141	)
End of financial year		669,000			865,753		588,373

\n \n \n \n

13.

Cash\n and cash equivalents

Schedule\nof cash and cash equivalents

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Cash on hand		372		481		395
Cash at banks		409,092		529,406		3,044,071
Cash\n and cash equivalents		409,464		529,887		3,044,466

\n \n \n \n

14.

Amount\n due from/to related parties

Amount\ndue from related parties

Amount\ndue from related parties consist of amount due from shareholders. The amounts are non-trade in nature, unsecured, interest-bearing, repayable\non demand and is to be settled in cash.

\n \n \n \n

14.

Amount\n due from/to related parties (continued)

Amount\ndue to related parties

Amount\ndue to a related parties represents advances provided to cover various business expenses and other expenditures incurred by the Group\nin the ordinary course of business.

F-36

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

15.

Borrowings

Schedule\nof borrowings

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Current:
- Lease liabilities		2,079,887		2,691,582		2,059,748
- Bank borrowings		1,989,904		2,575,135		-
Borrowings Current		4,069,791		5,266,717		2,121,119

Non-current:
- Lease liabilities		2,619,525		3,389,927		2,956,727
Borrowings Non-Current		2,619,525		3,389,927		2,956,727
Borrowings		6,689,316		8,656,644		5,077,846

The\nbreakdown of borrowings are as follows:

Schedule\nof breakdown borrowings

	2026		2026		2025
	US$		S$		S$

Term loan #1		-		-		-
Term loan #2		-		-		-
Term loan #3		-		-		-
Term loan #4		-		-		-
Term loan #6		-		-		-
Term loan #7		-		-		-
Term loan #9		-		-		-
Term loan #10		-		-		-
Term loan #11		-		-		-
Term loan #12		-		-		-
Term loan #13		1,989,904		2,575,135		-
Term\n loan		1,989,904		2,575,135		-

F-37

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

15.

Borrowings\n (Continued)

The\ndetails of borrowings are as follows:

Schedule\nof details borrowings

Term loan	Facility amount		Effective interest rate		Maturity date
				% p.a.

Term loan #1	S$	600,000		2.50	%	October 2025
Term loan #2	S$	1,000,000		2.75	%	October 2025
Term loan #3	S$	600,000		2.75	%	November 2025
Term loan #4	S$	700,000		2.50	%	November 2025
Term loan #6	S$	1,400,000		2.25	%	April 2026
Term loan #7	S$	1,000,000		2.75	%	October 2025
Term loan #9	S$	850,000		2.25	%	April 2026
Term loan #10	S$	600,000		2.75	%	November 2025
	S$	1,000,000		3.00	%	November 2025
	S$	500,000		2.50	%	March 2026
	S$	529,890		1.53	%	December 2035
	S$	501,670		1.53	%	December 2035
Term loan #11	S$	400,000		2.25	%	January 2026
	S$	1,500,000		2.50	%	December 2025
Term loan #12	S$	4,000,000		4.30	%	One-month term, upon maturity
Term loan #13	S$	3,000,000		9.35	%	November 2028

Term\nloan #1 to #12 was fully settled during the financial year, and as at June 30, 2025.

F-38

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

15.

Borrowings\n (Continued)

A\nreconciliation of liabilities arising from financing activities is as follows:

Schedule\nof reconciliation of liabilities arising from financing activities

	Beginning				Proceed	Non-cash changes
	of \nfinancial year		Cash flows		from \nbank borrowings	Addition	Accretion of interests		Other		Fair \nvalue reserve	End\n of \nfinancial year
	US$		US$		US$	US$	US$		US$		US$	US$

June 30, 2026
Liabilities
Lease liabilities		3,923,844		(2,263,643	)	-		3,222,725		30,808		(214,321	)	-	4,699,413
Bank borrowings		-		(328,310	)	2,318,213		-		-		-		-	1,989,903

		3,923,844		(2,591,953	)	2,318,213		3,222,725		30,808		(214,321	)	-	6,689,316

F-39

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

15.

Borrowings\n (Continued)

	Beginning				Proceed	Non-cash changes
	of \nfinancial year		Cash flows		from \nbank borrowings	Addition	Accretion of interests		Other		Fair \nvalue reserve	End of \nfinancial year
	S$		S$		S$	S$	S$		S$		S$	S$

June 30, 2026
Liabilities
Lease liabilities		5,077,846		(2,929,380	)	-		4,170,528		39,869		(277,354	)	-	6,081,509
Bank borrowings		-		(424,865	)	3,000,000		-		-		-		-	2,575,135

		5,077,846		(3,354,245	)	3,000,000		4,170,528		39,869		(277,354	)	-	8,656,644

June 30, 2025
Liabilities
Bank overdraft		-		-		61,371		-		-		-		-	61,371
Lease liabilities
- Current		28,500		(1,096,308	)	-		4,524,209		114,966		(1,511,619	)	-	2,059,748
- Non-current		-		-		-		-		-		50,087		2,906,640	2,956,727
Bank borrowings
- Current		2,677,856		(6,766,838	)	4,000,000		-		88,982		-		-	-
- Non-current		1,583,434		(1,583,434	)	-		-		-		-		-	-

		4,289,790		(9,446,580	)	4,061,371		4,524,209		203,948		(1,461,532	)	2,906,640	5,077,846

F-40

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

16.

Trade\n and other payables

Schedule\nof trade and other payables

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Trade payables
- third parties		1,588,441		2,055,601		2,056,665
Accruals		565,914		732,348		1,439,072
GST payables		163,531		211,626		279,638
Advance payment		1,285		1,663		-
Other payables
- third parties		427,322		552,998		2,799,410
Total		2,746,493		3,554,236		6,574,785

Trade\npayables are non-interest bearing and are normally settled on 30 to 90 days terms (June 30, 2025: 30 to 90 days).

Other\npayables are non-trade related, unsecured, non-interest bearing, repayable on demand and are to be settled in cash.

Trade\nand other payables are denominated in Singapore Dollar.

F-41

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

17.

Share\n capital

The\nCompany was established under the laws of BVI on August 10, 2023 with authorized share of 16,250,000 ordinary shares amounting to S$24,455,170\n(US$18,362,500) at a subscription price of US$1.13 per share at the time of incorporation.

The\nCompany is authorized to issue one class of ordinary share.

The\nholders of ordinary shares are entitled to receive dividends as and when declared by the Group. All ordinary shares carry one vote per\nshare without restrictions. The ordinary shares have no par value.

In\nFebruary 2025, following the Company’s initial public offering on Nasdaq, 2,205,000 ordinary shares at a subscription price of\nUS$4.00 per share were issued.

In\nMarch 2025, following the exercise of the overallotment option by the underwriter, 330,750 ordinary shares at a subscription price of\nUS$4.00 per share were issued.

As\nof June 30, 2025, 18,785,750 ordinary shares of the Company were issued in total.

In\nJune 2026, the number of issued and outstanding ordinary shares of the Company was reduced from 18,785,750 to 1,582,111.

\n \n \n \n

18.

Contingent\n liabilities

The\nCompany will continue to monitor the proceedings and reassess any potential financial implications as further developments arise.

\n \n \n \n

19.

Leases

Company\nas a lessee

The\nCompany has lease contracts for clinics. The Company’s obligations under these leases are secured by the lessor’s title to\nthe leased assets. The Company is restricted from assigning and subleasing the leased assets.

The\nCompany also has certain leases of machinery with lease terms of 12 months or less and leases of office equipment with low value. The\nCompany applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

\n \n \n \n \n

(a)

Carrying\n amounts of right-of-use assets under leasing arrangements

The\ncarrying amounts of right-of-use assets under leasing arrangements are disclosed in Note 9.

\n \n \n \n \n

(b)

Lease\n liabilities

The\ncarrying amount of lease liabilities (included under borrowings) and the movements during the year are disclosed in Note 15 and the maturity\nanalysis of lease liabilities is disclosed in Note 24 under liquidity risk. The Company adopt 5% as weighted average borrowings rate\nto determine the present value of the lease payments. The weighted average remaining life of the lease was 2 years.

F-42

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

19.

Leases\n (Continued)

\n \n \n \n \n

(c)

Amounts\n recognized in profit or loss

Schedule\nof amounts recognized in profit or loss

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Depreciation of right-of-use assets		2,761,485		3,544,719		1,073,469
Interest expense on lease liabilities		210,181		269,794		114,966
Lease expense not capitalized in lease liabilities:
- Expense relating to short-term leases		5,191		6,663		-
Total amount recognized in profit or loss		2,976,857		3,821,176		1,188,435

\n \n \n \n \n

(d)

Total\n cash outflow

The\nCompany had total cash outflows for leases of S$2,868,009 (US$2,216,219) (June 30, 2025: S$1,096,308).

\n \n \n \n \n

(e)

Extension\n options

The\nCompany has several lease contracts that include extension options. These options are negotiated by management to provide flexibility\nin managing the leased-asset portfolio and align with the Company’s business needs. Management exercises significant judgement\nin determining whether these extension options are reasonably certain to be exercised.

F-43

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

20.

Significant\n related party transactions

In\naddition to the related party information disclosed elsewhere in the consolidated financial statements, the following transactions with\nrelated parties took place at terms agreed between the parties during the financial period:

Schedule of transactions with\nrelated parties

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Interest income on loan to related party		8,886		11,500		1,917
Management fee		3,817,305		4,900,000		4,900,000
Payment made on behalf to related parties		1,145,396		1,482,257		4,725

Compensation\nof key management personnel

Schedule of\ncompensation of key management personnel

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2026		2025
	US$		S$		S$

Salaries and bonuses		303,505		389,587		693,000
CPF		25,893		33,237		59,194
Total		329,398		422,824		752,194

\n \n \n \n

21.

Impairment\n loss on goodwill

Acquisition\nof Bethesda Medical Pte Ltd and its subsidiary, Oasis Medical Clinic Pte Ltd (“Bethesda Group Acquisition”)

On\nApril 30, 2025, the Company completed its acquisition on all of the ordinary shares in the issued and paid-up share capital of Bethesda\nMedical Pte Ltd, a company incorporated in Singapore. Pursuant to the Sale and Purchase Agreement, the aggregate consideration is S$10,339,950\n(US$8,000,000).

Following\nthe completion of the acquisition, Bethesda Medical Pte Ltd became a wholly owned indirect subsidiary of Basel Medical Group Ltd. The\nacquisition was in line with Basel Medical Group’s expansion strategy in Singapore and the broader Southeast Asian healthcare market.\nBy broadening its service offerings and integrating advanced medical solutions, Basel Medical Group is positioning itself as a key player\nin the region’s evolving healthcare ecosystem.

F-44

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

The\nfair value of identifiable assets and liabilities of Bethesda Group as at the acquisition date were:

Schedule\nof fair value of identifiable assets and liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025
	S$

Purchase Consideration		10,339,950

Assets and liabilities recognised as a result of the acquisition:
Plant and equipment		613,330
Right-of-use assets		2,906,640
Deferred tax assets		34,700
Inventories		388,850
Trade and other receivables		1,344,120
Cash and cash equivalents		217,110
Lease liabilities		(2,906,640	)
Deferred tax liabilities		(118,510	)
Trade and other payables		(2,294,950	)
Amount due to director		(193,950	)
Net identifiable assets acquired		(9,300	)
Add: Goodwill		10,349,250
Purchase consideration		10,339,950

The\nacquired business contributed revenue of S$895,362 and net profit of S$206,629 to the Group for the period from 1 May 2025 to 30 June\n2025.

The\npurchase consideration of US$8,000,000 was settled in cash in tranches, with US$1,500,000 deferred cash consideration waived off in October\n2025.

Impairment\ntesting for CGUs containing goodwill

For\nthe purposes of impairment testing, the carrying amount of the goodwill has been allocated to the respective clinics based on the revenue\ngenerated by each CGUs in the past 12 months as follows:

Schedule\nof impairment testing carrying amount of goodwill

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Clinics	Goodwill allocated S$
Bethesda Medical Clinic (Suntec)		3,721,673
Bethesda Medical Clinic (Grantral Mall-Macpherson)		1,812,274
Bethesda Medical Clinic (Toa Payoh)		1,632,637
Bethesda Medical Clinic (Beach Road)		1,185,408
Bethesda Medical Clinic (Margaret Drive)		847,978
Bethesda Medical Clinic (Tampines)		1,149,280
Total		10,349,250

The\nrecoverable amount of CGUs were based on its value in use, determined by discounting the pre-tax future cash flows to be generated from\nthe continuing use of the CGUs.

Key\nassumptions used in the estimation of value in use were as follows:

Schedule of key assumptions used in the estimation of value

\n \n \n \n \n \n \n \n \n \n

Discount rate	5.4	%
Terminal growth rate	2	%
Revenue growth rate for next five years	5	%

The\ndiscount rate was a pre-tax measure based on the rate of 10-year government bonds issued by the government in the relevant market and\nin the same currency as the cash flows, adjusted for a risk premium to reflect both the increased risk of investing in equities generally\nand the systematic risk of the specific CGU.

Five\nyears of cash flows were included in the discounted cash flow model.

Revenue\ngrowth was projected based on expectations of future outcomes taking into account the growth rate of comparable business in the industry.

As\nthe new subsidiary’s operation has yet to be turned around, an impairment loss on the goodwill from this investment has been fully\nrecognised in year ended June 30, 2025. Following the impairment loss, the carrying amount of the goodwill is nil.

F-45

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

22.\n

Share\n based payment reserve

In\nFebruary 2025, the company entered into an employment contract with an employee in which the employee is entitled to S$25,000 worth of\nthe company’s share per month, based on the actual share price for the month. The movement and number of shares are as follows:

Schedule of share based payment reserve

Date	S$		US$		Share price	Number of shares
As at July 1, 2024							-
Entitlement
March 19, 2025		25,000		18,755		4.04	4,642
April 19, 2025		25,000		19,064		4.45	4,284
May 19, 2025		25,000		19,321		2.37	8,152
June 19, 2025		25,000		19,465		2.67	7,290
Total entitlement		100,000		76,605			24,368
As at June 30, 2025							24,368
July 21, 2025		25,000		19,526		2.34	8,344
August 19, 2025		25,000		19,463		1.91	10,190
September 19, 2025		25,000		19,458		1.84	10,546
October 21, 2025		25,000		19,311		1.64	11,775
November 19, 2025		25,000		19,209		1.15	16,703
December 19, 2025		25,000		19,378		0.72	26,914
January 20, 2026		25,000		19,427		0.76	25,562
February 19, 2026		25,000		19,706		0.68	28,979
March 19, 2026		25,000		19,490		0.60	32,321
April 20, 2026		25,000		19,680		0.57	34,467
May 19, 2026		25,000		19,554		0.66	29,763
June 22, 2026		25,000		19,369		6.85	2,828
Total entitlement		400,000		310,176			262,760

As\nat June 30, 2026, the Group recognised share-based expense of S$400,000 (US$310,176) and the employee is entitled to 262,760 shares and\nexpected to be granted by June 30, 2027.

\n \n \n \n

23.

Deferred\n tax assets and liabilities

Deferred\ntax assets and liabilities are attributable to the following:

Schedule\nof deferred tax assets and liabilities

	US$			S$		S$	US$		S$		S$
	Assets			Liabilities
	2026			2025		2026	2025
	US$			S$		S$	US$		S$		S$
Property, plant and equipment		(7,591	)		(9,822	)	1,265			-		-	18,890
Right-of-use assets		-			-		-			-		-	267,240
Inventories		-			-		-			-		-	19,170
Trade receivables		(37,971	)		(49,140	)	(49,140	)		-		-	55,080
Other payable		-			-		-			-		-	5,900
Lease liabilities		-			-		-			-		-	(247,770	)
Others		-			-		-			-		-	5,300
Net deferred tax (assets) liabilities		(45,562	)		(58,962	)	(47,875	)		-		-	123,810

F-46

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

Movement\nin deferred tax balances:

Schedule\nof deferred tax balance

	Balance as at July 1, 2024			Recognized in profit or loss		Acquired in business combinations	Balance as at June 30, 2025		Balance as at July 1, 2025			Recognized in profit or loss		Balance as at June 30, 2026
	S$			S$		S$	S$		S$			S$		S$
Property, plant and equipment		1,265			-		18,890			20,155			20,155		(16,973	)	3,182
Right-of-use assets		-			-		267,240			267,240			267,240		-		267,240
Inventories		-			-		19,170			19,170			19,170		-		19,170
Trade receivables		(78,270	)		29,130		55,080			5,940			5,940		-		5,940
Other payable		-			-		5,900			5,900			5,900		-		5,900
Lease liabilities		-			-		(247,770	)		(247,770	)		(247,770	)	-		(247,770	)
Others		-			-		5,300			5,300			5,300				5,300
Net deferred tax (assets) liabilities		(77,005	)		29,130		123,810			75,935			75,935		(6,683	)	58,962

\n \n \n \n

24.

Fair\n value of assets and liabilities

Assets\nand liabilities not measured at fair value

Cash\nand cash equivalents, other receivables, amount due from/(to) related parties, other payables

The\ncarrying amounts of these balances approximate their fair values due to the short-term nature of these balances.

Trade\nreceivables and trade payables

The\ncarrying amounts of these receivables and payables approximate their fair values as they are subject to normal trade credit terms.

Borrowings

The\ncarrying amounts of borrowings approximate their fair values as they are subject to interest rates close to market rate of interests\nfor similar arrangements with financial institutions.

\n \n \n \n

25.

Financial\n risk management

The\nGroup’s activities expose it to a variety of financial risks from its operations. The key financial risks include credit risk,\nmarket risk (including foreign currency risk, interest rate risk) and liquidity risk.

The\nDirectors review and agree policies and procedures for the management of these risks, which are executed by the management team. It is,\nand has been throughout the current and previous financial year, the Group’s policy that no trading in derivatives for speculative\npurposes shall be undertaken.

The\nfollowing sections provide details regarding the Group’s exposure to the abovementioned financial risks and the objectives, policies\nand processes for the management of these risks.

There\nhas been no change to the Group’s exposure to these financial risks or the manner in which it manages and measures the risks.

\n \n \n \n \n

Credit\n risk

Credit\nrisk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Group. The Group’s\nexposure to credit risk arises primarily from trade and other receivables.

F-47

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Credit\n risk (Continued)

The\nGroup has adopted a policy of only dealing with creditworthy counterparties. The Group performs ongoing credit evaluation of its counterparties’\nfinancial condition and generally do not require a collateral.

The\nGroup considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit\nrisk on an ongoing basis throughout each reporting period.

The\nGroup has determined the default event on a financial asset to be when internal and/or external information indicates that the financial\nasset is unlikely to be received, which could include default of contractual payments due for more than 60 days, default of interest\ndue for more than 30 days or there is significant difficulty of the counterparty.

To\nminimise credit risk, the Group has developed and maintained the Group’s credit risk gradings to categorise exposures according\nto their degree of risk of default. The credit rating information is supplied by publicly available financial information and the Group’s\nown trading records to rate its major customers and other debtors. The Group considers available reasonable and supportive forward-looking\ninformation which includes the following indicators:

\n \n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	-	Actual\n or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change\n to the debtor’s ability to meet its obligations
	-	Actual\n or expected significant changes in the operating results of the debtor
	-	Significant\n increases in credit risk on other financial instruments of the same debtor
	-	Significant\n changes in the expected performance and behaviour of the debtor, including changes in the payment status of debtors in the Group\n and changes in the operating results of the debtor.

Regardless\nof the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual\npayment.

The\nGroup determined that its financial assets are credit-impaired when:

\n \n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n

	-	There\n is significant difficulty of the debtor
	-	A\n breach of contract, such as a default or past due event
	-	It\n is becoming probable that the debtor will enter bankruptcy or other financial reorganisation
	-	There\n is a disappearance of an active market for that financial asset because of financial difficulty

F-48

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Credit\n risk (Continued)

The\nGroup categorises a receivable for potential write-off when a debtor fails to make contractual payments more than 120 days past due.\nFinancial assets are written off when there is evidence indicating that the debtor is in severe financial difficulty and the debtor has\nno realistic prospect of recovery.

The\nGroup’s current credit risk grading framework comprises the following categories:

Schedule of group’s current\ncredit risk grading framework

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Category	\n \n Definition\n of category	Basis\n for recognising \n expected\n credit loss \n (ECL)
I	Counterparty\n has a low risk of default and does not have any past-due amounts.	12-month\n ECL
II	Amount\n is >30 days past due or there has been a significant increase in credit risk since initial recognition.	Lifetime\n ECL - not credit-impaired
III	Amount\n is >60 days past due or there is evidence indicating the asset is credit-impaired (in default).	Lifetime\n ECL - credit impaired
IV	There\n is evidence indicating that the debtor is in severe financial difficulty and the debtor has no realistic prospect of recovery.	Amount\n is written off

The\ntable below details the credit quality of the Group’s financial assets, as well as maximum exposure to credit risk by credit risk\nrating categories:

Schedule of financial assets,\nminimum exposure to credit risk

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Note	Category	12-month or lifetime ECL	Gross carrying amount		Loss allowance		Net carrying amount
				US$		US$		US$
June 30, 2026
Cash and cash equivalents	13	I	12-month ECL		409,464		-		409,464
Trade receivables	12	Note 1	Lifetime ECL (simplified)		2,729,285		(669,000	)	2,060,285
Other receivables	12	I	12-month ECL		81,762		-		81,762
Deposits	12	I	12-month ECL		5,455,956		-		5,455,956
Amount due from related parties	14	I	12-month ECL		768,730				768,730
							(669,000	)

F-49

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Credit\n risk (Continued)

	Note	Category	12-month or lifetime ECL	Gross carrying amount		Loss allowance		Net carrying amount
				S$		S$		S$
June 30, 2026
Cash and cash equivalents	13	I	12-month ECL		529,887		-		529,887
Trade receivables	12	Note 1	Lifetime ECL (simplified)		3,531,968		(865,753	)	2,666,215
Other receivables	12	I	12-month ECL		105,811		-		105,811
Deposits	12	I	12-month ECL		7,060,553		-		7,060,553
Amount due from related parties	14	I	12-month ECL		994,812		-		994,812
							(865,753	)

June 30, 2025
Cash and cash equivalents	13	I	12-month ECL		3,044,466		-		3,044,466
Trade receivables	12	Note 1	Lifetime ECL (simplified)		2,740,055		(588,373	)	2,151,682
Other receivables	12	I	12-month ECL		134,188		-		134,188
Deposits	12	I	12-month ECL		6,772,629		-		6,772,629
							(588,373	)

Trade\nreceivables (Note 1)

The\nGroup applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all\ntrade receivables. The Group determines the ECL by using a provision matrix, estimated based on historical credit loss experience based\non the past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions.

F-50

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Credit\n risk (Continued)

Schedule of credit risk

	US$			US$		US$	US$		US$			US$
	Trade receivables
	Days past due
	Not past due			1 - 60 days		61 - 120 days	> 120 days		> 365 days			Total
	US$			US$		US$	US$		US$			US$

June 30, 2026
ECL rate		19	%		39	%	72	%		88	%		100	%	-
Estimated total gross carrying amount at		163,199			334,987		620,585			751,573			858,941		2,729,285
ECL		(40,003	)		(82,112	)	(152,117	)		(184,225	)		(210,543	)	(669,000	)
															2,060,285

	S$			S$		S$	S$		S$			S$
	Trade receivables
	Days past due
	Not past due			1 - 60 days		61 - 120 days	> 120 days		> 365 days			Total
	S$			S$		S$	S$		S$			S$

June 30, 2026
ECL rate		19	%		39	%	72	%		88	%		100	%	-
Estimated total gross carrying amount at		211,196			433,507		803,099			972,611			1,111,555		3,531,968
ECL		(51,768	)		(106,261	)	(196,855	)		(238,406	)		(272,463	)	(865,753	)
															2,666,215

June 30, 2025
ECL rate		15	%		54	%	54	%		59	%		59	%
Estimated total gross carrying amount at		804,724			979,987		244,561			386,405			324,378		2,740,055
ECL		(116,455	)		(174,010	)	(68,020	)		(135,819	)		(94,069	)	(588,373	)
															2,151,682

Information\nregarding movement of loss of allowance of trade receivables is disclosed in Note 12.

F-51

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Credit\n risk (Continued)

Excessive\nrisk concentration

Concentrations\narise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have\neconomic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political\nor other conditions. Concentrations indicate the relative sensitivity of the Group’s performance to developments affecting a particular\nindustry.

Exposure\nto credit risk

The\nGroup have no significant concentration of credit risk other than those balances with related company comprising 1%\n(June 30, 2025: 2%\nand 1%)\nof trade receivables. The Group has credit policies and procedures in place to minimise and mitigate its credit risk exposure.

Other\nreceivables, amount due from related parties

The\nGroup assessed the latest performance and financial position of the counterparties, adjusted for the future outlook of the industry in\nwhich the counterparties operate in, and concluded that there has been no significant increase in the credit risk since the initial recognition\nof the financial assets. Accordingly, the Group measured the impairment loss allowance using 12-month ECL and determined that the ECL\nis insignificant.

\n \n \n \n \n

Market\n risk

Market\nrisk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group’s income.\nThe objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing\nthe return on risk.

Foreign\ncurrency risk

The\nGroup’s foreign exchange risk results mainly from cash flows from transactions denominated in foreign currencies. At present, the\nGroup does not have any formal policy for hedging against currency risk. The Group ensures that the net exposure is kept to an acceptable\nlevel by buying or selling foreign currencies at spot rates, where necessary, to address short term imbalances.

The\nGroup has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional\ncurrency of the Group.

The\nGroup determined that sensitivity to the exchange rate changes does not impose significant impact on the results and operations of the\nGroup.

F-52

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Market\n risk (Continued)

Interest\nrate risk

Interest\nrate risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate because of changes\nin market interest rates. The Group’s exposure to interest rate risk arises primarily from fixed deposits. These transactions and\nbalances were not significant.

The\nGroup does not expect any significant effect on the Group’s profit or loss arising from the effects of reasonably possible changes\nto interest rates on interest bearing financial instruments at the end of the financial year due to those interest-bearing assets and\nliabilities are insignificant.

\n \n \n \n \n

Liquidity\n risk

Liquidity\nrisk refers to the risk that the Group will encounter difficulties in meeting its short-term obligations due to shortage of funds. The\nGroup’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is\nmanaged by matching the payment and receipt cycles. The Group’s objective is to maintain a balance between continuity of funding\nand flexibility through the use of standby credit facilities. The Group finances its working capital requirements through funds generated\nfrom operations of the Group. Management is satisfied that funds are available to finance the operation of the Group.

Analysis\nof financial instruments by remaining contractual maturities

The\ntable below summarises the maturity profile of the Group’s financial assets and liabilities at the reporting date based on contractual\nundiscounted repayment obligations.

Schedule of remaining contractual\nundiscounted repayment obligations

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Carrying amount		Contractual cash flows		One year or less	Two years to five years
	US$		US$		US$	US$
June 30, 2026
Financial assets
Trade and other receivables		7,848,968		7,848,968		7,848,968	-
Amount due from related parties		768,730		768,730		768,730	-
Cash and cash equivalents		409,464		409,464		409,464	-
Total undiscounted financial assets		9,027,162		9,027,162		9,027,162	-

F-53

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Liquidity\n risk (Continued)

Analysis\nof financial instruments by remaining contractual maturities (Continued)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Carrying amount			Contractual cash flows		One year or less	Two years to five years
	US$			US$		US$	US$
June 30, 2026 (Continued)
Financial liabilities
Trade and other payables		2,582,962			2,582,962		2,582,962	-
Lease liabilities		4,699,412			4,876,990		2,215,135	2,661,855
Amount due to related parties		744,038			744,038		744,038	-
Borrowings		1,989,904			1,989,904		1,989,904	-
Total undiscounted financial liabilities		10,016,316			10,193,894		7,532,039	2,661,855

Total net undiscounted financial (liabilities)/ assets		(989,154	)		(1,166,732	)	1,495,123	(2,661,855	)

	Carrying amount			Contractual cash flows		One year or less	Two years to five years
	S$			S$		S$	S$
June 30, 2026
Financial assets
Trade and other receivables		10,157,353			10,157,353		10,157,353	-
Amount due from related parties		994,812			994,812		994,812	-
Cash and cash equivalents		529,887			529,887		529,887	-
Total undiscounted financial assets		11,682,052			11,682,052		11,682,052	-

Financial liabilities
Trade and other payables		3,342,610			3,342,610		3,342,610	-
Lease liabilities		6,081,509			6,311,312		2,866,606	3,444,706
Amount due to related parties		962,860			962,860		962,860	-
Borrowings		2,575,135			2,575,135		2,575,135	-
Total undiscounted financial liabilities		12,962,114			13,191,917		9,747,211	3,444,706

Total net undiscounted financial (liabilities)/ assets		(1,280,062	)		(1,509,865	)	1,934,841	(3,444,706	)

F-54

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

25.

Financial\n risk management (Continued)

\n \n \n \n \n

Liquidity\n risk (Continued)

Analysis\nof financial instruments by remaining contractual maturities (Continued)

	Carrying amount			Contractual cash flows		One year or less	Two years to five years
	S$			S$		S$	S$
June 30, 2025
Financial assets
Trade and other receivables		8,924,312			8,924,312		8,924,312	-
Cash and cash equivalents		3,044,466			3,044,466		3,044,466	-
Total undiscounted financial assets		11,968,778			11,968,778		11,968,778	-

Financial liabilities
Trade and other payables		6,295,147			6,295,147		6,295,147	-
Lease liabilities		5,016,475			5,244,654		2,210,787	3,033,867
Amount due to related parties		1,450,305			1,450,305		1,450,305	-
Borrowings		61,371			61,371		61,371	-
Total undiscounted financial liabilities		12,823,298			13,051,477		10,017,610	3,033,867

Total net undiscounted financial assets/ (liabilities)		(854,520	)		(1,082,699	)	1,951,168	(3,033,867	)

F-55

Table of Contents

Basel\nMedical Group Ltd. and its Subsidiaries

NOTES\nTO THE CONSOLIDATED FINANCIAL STATEMENTS

For\nyear ended June 30, 2026 and 2025

\n \n \n \n

26.

Financial\n instruments by category

At\nthe reporting date, the aggregate carrying amounts of financial assets, at FVPL, financial assets measured at amortized cost and financial\nliabilities at amortized cost were as follows:

Schedule of financial assets measured at amortized cost and financial liabilities at amortized cost

	June 30, 2026		June 30, 2026		June 30, 2025
	US$		S$		S$

Financial assets measured at amortized cost
Trade and other receivables		7,848,968		10,157,353		8,924,312
Cash and cash equivalents		409,464		529,887		3,044,466
Amount due from related parties		768,730		994,812		-
Total financial assets measured at amortized cost		9,027,162		11,682,052		11,968,778

Financial liabilities measured at amortized cost
Trade and other payables		2,582,962		3,342,610		6,295,147
Amount due to related parties		744,038		962,860		1,450,305
Borrowings		1,989,904		2,575,135		61,371
Total financial liabilities measured at amortized cost		5,316,904		6,880,605		7,806,823

\n \n \n \n

27.

Capital\n management

The\nprimary objective of the Group’s capital management is to safeguard the entity’s ability to continue as a going concern.\nThe related parties have undertaken not to recall the amounts due to them until such time the Company is in the position to repay these\namounts without impairing its liquidity position and to provide continuing financial support and adequate funds to enable the Company\nto meet its liabilities as and when they fall due.

No\nchanges were made in the objectives, policies or processes during the financial year ended June 30, 2026.

The\nGroup is not subjected to either internal or external imposed capital requirement. The Group’s overall strategy remains unchanged\nfrom 2025.

\n \n \n \n

28.

Events\n occurring after the reporting period

Subsequent\nto the financial year end, a subsidiary of the Group, Eyetrust Medical Pte Ltd, ceased its operations and was officially struck off from\nthe register by the Accounting and Corporate Regulatory Authority (ACRA) with effect from September 17, 2026.

Subsequent\nto the financial year end, the application for the striking off of Pharma Avenue Pte Ltd, a subsidiary of the Group, was initiated and\nis currently in progress with the Accounting and Corporate Regulatory Authority (ACRA).

F-56

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