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HomesToLife Ltd

HomesToLife LtdHTLM決算レポート

Nasdaq · Consumer Discretionary

Sun Life Financial Inc. is a Canadian financial services company headquartered in Toronto, Ontario. Founded in 1865, it operates internationally in life insurance, wealth management, and asset management. As of 2024, the company manages over CAD$1.3 trillion in assets and serves clients in Canada, the United States, Asia, and other markets.

What changed in HomesToLife Ltd's 20-F — 2024 vs 2025

Top changes in HomesToLife Ltd's 2025 20-F

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Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 27 ITEM 4A. UNRESOLVED STAFF COMMENTS 54 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 55 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 67 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 75 ITEM 8. FINANCIAL INFORMATION 77 ITEM 9.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 29 ITEM 4A. UNRESOLVED STAFF COMMENTS 44 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 45 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 59 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 66 ITEM 8. FINANCIAL INFORMATION 69 ITEM 9.
THE OFFER AND LISTING 78 ITEM 10. ADDITIONAL INFORMATION 79 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 97 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 97 PART II 98
THE OFFER AND LISTING 70 ITEM 10. ADDITIONAL INFORMATION 71 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 89 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 90 PART II 91

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles of association (“Memorandum and Articles of Association”), the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles of association, as amended (“Memorandum and Articles of Association”), the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
We cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future.
We cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. We cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future.
These adverse economic conditions include inflation, slower growth or recession, new or increased tariffs and other, changes to fiscal and monetary policy, higher interest rates, high unemployment, decreased consumer confidence in the economy, armed hostilities, such as the ongoing military conflict between Russia and Ukraine and the Israel-Hamas war, foreign currency exchange rate fluctuations, conditions affecting the retail environment for products we sell, and other matters that influence consumer spending and preferences.
These adverse economic conditions include inflation, slower growth or recession, new or increased tariffs and other, changes to fiscal and monetary policy, higher interest rates, high unemployment, decreased consumer confidence in the economy, armed hostilities, such as the military conflict between Russia and Ukraine and the Israel-Hamas war, foreign currency exchange rate fluctuations, conditions affecting the retail environment for products we sell, and other matters that influence consumer spending and preferences.
Our plan to expand and further penetrate in the Singapore and Asian home furnishings market may be subject to risks such as: ● costs associated with expanding our physical retail locations; ● costs associated with strengthening information technology infrastructure to support anticipated growth in sales and supply volume; ● challenges in recruiting and retaining experienced sales, customer services and management personnel; ● costs associated with potential strategic acquisitions; and ● burdens of complying with a wide variety of local laws and regulations.
Our plan to expand and/or further penetrate in the Singapore and Asian home furnishings market may be subject to risks such as: ● costs associated with expanding our physical retail locations; ● costs associated with strengthening information technology infrastructure to support anticipated growth in sales and supply volume; ● challenges in recruiting and retaining experienced sales, customer services and management personnel; ● costs associated with potential strategic acquisitions; and ● burdens of complying with a wide variety of local laws and regulations.
If we are unable to find alternative locations that are suitable or on commercially acceptable terms in a timely manner, it may lead to reduction in the number of retail stores and our business, results of operation and financial condition may be adversely affected. Furthermore, rental expenditure is one of the major costs in our business operation.
If we are unable to find alternative locations that are suitable or on commercially acceptable terms in a timely manner, it may lead to reduction in the number of retail stores and our business, results of operation and financial condition may be adversely affected. Furthermore, rental expenditure is one of the major costs in our retail sales business operation.
If we fail to increase net revenue per active customer, generate repeat purchases or maintain high levels of customer engagement, our growth prospects, operating results and financial condition could be materially adversely affected. We have faced and will continue to face price competition in the future.
If we fail to increase net revenue per active customer, generate repeat purchases or maintain high levels of customer engagement, our growth prospects, operating results and financial condition could be materially adversely affected. 18 We have faced and will continue to face price competition in the future.
Moreover, there is no assurance that there will not be any counterfeit products of the furniture products we sourced overseas or our own products being sold in Singapore or neighboring countries. Demand for our products may be adversely affected should there be any copycat products and in which case, our performance and business operations may also be adversely affected.
Moreover, there is no assurance that there will not be any counterfeit products of the furniture products we sourced overseas or our own products being sold in Singapore, Korea or neighboring countries. Demand for our products may be adversely affected should there be any copycat products and in which case, our performance and business operations may also be adversely affected.
If some investors find our Shares to be less attractive as a result, there may be a less active trading market for our Shares and our share price may be more volatile. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
If some investors find our Shares to be less attractive as a result, there may be a less active trading market for our Shares and our share price may be more volatile. 27 We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
If we are unable to cost-effectively drive traffic to our sites, our ability to acquire new customers, reactivate prior customers or retain our existing customers and our financial condition would suffer. 3 Further, some of our new customers originate from word of mouth or other non-paid referrals from existing customers.
If we are unable to cost-effectively drive traffic to our sites, our ability to acquire new customers, reactivate prior customers or retain our existing customers and our financial condition would suffer. Further, some of our new customers originate from word of mouth or other non-paid referrals from existing customers.
Any such claims, brand dilution or consumer confusion related to our “HomesToLife” brand could damage our reputation and brand identity and substantially harm our business, financial condition, cash flows and results of operations. 13 Our products may be subject to third party intellectual property rights.
Any such claims, brand dilution or consumer confusion related to our “HomesToLife” brand could damage our reputation and brand identity and substantially harm our business, financial condition, cash flows and results of operations. Our products may be subject to third party intellectual property rights.
The interests of our Major Shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our Shares may cause a material decline in the value of our Shares. For more information regarding our principal shareholder, see “Principal Shareholders.” 25 Judgments obtained against us by our shareholders may not be enforceable.
The interests of our Major Shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our Shares may cause a material decline in the value of our Shares. For more information regarding our principal shareholder, see “Principal Shareholders.” Judgments obtained against us by our shareholders may not be enforceable.
Further, the prevalence of remote work by some of our employees and those of our third-party service providers creates increased risk that a cybersecurity incident may occur. 6 In addition to data loss and compromise, cybersecurity incidents or breaches of our security measures or those of our third-party service providers could result in interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment or training of additional personnel and protection technologies, responses to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities.
Further, the prevalence of remote work by some of our employees and those of our third-party service providers creates increased risk that a cybersecurity incident may occur. 11 In addition to data loss and compromise, cybersecurity incidents or breaches of our security measures or those of our third-party service providers could result in interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment or training of additional personnel and protection technologies, responses to governmental investigations and media inquiries and coverage; engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities.
Further, disputes and claims may arise, from time to time, between our Group and our customers, suppliers or sub-contractors for various reasons such as delays, unsatisfactory service delivery and alleged breaches of service contracts.
Further, disputes and claims may arise, from time to time, between our Group and our customers, clients, suppliers or sub-contractors for various reasons such as delays, unsatisfactory service delivery and alleged breaches of service contracts.
Accordingly, Major Shareholders could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions.
Accordingly, these Major Shareholders could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions.
In the event of any early termination or non-renewal of our agreements with the sofa manufacturers, or in the event of any disruption, delay or inability on the part of our suppliers to manufacture sufficient and quality products to us, we cannot assure you that we would be able to identify alternative suppliers on commercially acceptable terms which may thereby result in material and adverse effects on our business, financial conditions and operating results.
In the event of any early termination or non-renewal of our agreements with the furniture manufacturers, or in the event of any disruption, delay or inability on the part of our suppliers to manufacture sufficient and quality products to us, we cannot assure you that we would be able to identify alternative suppliers on commercially acceptable terms which may thereby result in material and adverse effects on our business, financial conditions and operating results.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Shares. 22 In addition, if the trading volumes of our Shares are low, persons buying or selling in relatively small quantities may easily influence prices of the Shares.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Shares. 24 In addition, if the trading volumes of our Shares are low, persons buying or selling in relatively small quantities may easily influence prices of the Shares.
If we experience significant increased demand for our products, there can be no assurance that additional supplies of sofas will be available for us when required on acceptable terms, or at all, or our suppliers would allocate sufficient capacity to us in order to meet our requirements, fulfill our orders in a timely manner or meet our strict quality standards.
If we experience significant increased demand for our products, there can be no assurance that additional supplies of furniture will be available for us when required on acceptable terms, or at all, or our suppliers would allocate sufficient capacity to us in order to meet our requirements, fulfill our orders in a timely manner or meet our strict quality standards.
Since we rely on a limited number of key suppliers for our leather and fabric upholstered furniture which contributed to a significant portion of our purchases of goods for the fiscal years ended December 31, 2024, 2023 and 2022, any negative publicity or announcements relating to our key suppliers may also adversely affect our reputation in the industry.
Since we rely on a limited number of key suppliers for our leather and fabric upholstered furniture which contributed to a significant portion of our purchases of goods for the fiscal years ended December 31, 2025, 2024 and 2023, any negative publicity or announcements relating to our key suppliers may also adversely affect our reputation in the industry.
Events that adversely affect our suppliers could impair our ability to obtain the sofa supply that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations, ability to obtain raw materials, costs, production, quality control, insurance and reputation, as well as natural disasters, pandemics, or other catastrophic occurrences.
Events that adversely affect our suppliers could impair our ability to obtain the furniture supply that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations, ability to obtain raw materials, costs, production, quality control, insurance and reputation, as well as natural disasters, pandemics, or other catastrophic occurrences.
Sales of substantial amounts of our Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this annual report, we had 14,687,500 Shares outstanding.
Sales of substantial amounts of our Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this annual report, we had 89,687,500 Shares outstanding.
In particular, our operating subsidiaries are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (the “SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.
In particular, these operating subsidiaries are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (the “SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions.
These risks include, but are not limited to, the following: Risks Related to Our Business We may incur losses in the future.
These risks include, but are not limited to, the following: Risks Related to Our Business in General We may incur losses in the future.
We may be unable to timely complete our evaluation testing and any required remediation. 20 During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes- Oxley Act of 2002, we may identify weaknesses and deficiencies in our internal control over financial reporting.
We may be unable to timely complete our evaluation testing and any required remediation. 22 During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify weaknesses and deficiencies in our internal control over financial reporting.
As such, we have to constantly monitor and ensure our compliance with such conditions. Should there be any failure to comply with such conditions resulting in the revocation of any of the licences and permits, we will not be able to carry out our operations.
As such, we have to constantly monitor and ensure our compliance with such conditions. Should there be any failure to comply with such conditions resulting in the revocation of any of the licenses and permits, we will not be able to carry out our operations.
Our directors have discretion under our Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our share-holders, but are not obliged to make them available to our shareholders.
Our directors have discretion under our Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.
Even if our directors and shareholders decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.
The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains and created significant volatility and disruption of financial markets. The COVID-19 pandemic and the various responses to it globally have created significant volatility, uncertainty and economic disruption.
The COVID-19 pandemic negatively impacted the global economy, disrupted consumer spending and global supply chains and created significant volatility and disruption of financial markets. The COVID-19 pandemic and the various responses to it globally created significant volatility, uncertainty and economic disruption.
Our operating subsidiaries are subject to the laws of Singapore and the laws of other Asia Pacific countries that we do business in, which differ in certain material respects from the laws of the United States.
Our operating subsidiaries are subject to the laws of Singapore and the laws of other countries that we do business in, which differ in certain material respects from the laws of the United States.
The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws. We are a holding company, and our operating subsidiaries are located in Singapore. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiaries.
The ability of our subsidiaries to distribute dividends to us may be subject to restrictions under applicable laws. We are a holding company, and our operating subsidiaries are located in various jurisdictions. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our operating subsidiaries.
Although we have entered into long term agreements with the sofa manufacturers, there is no assurance that the agreements can be renewed on commercially favorable terms upon their expiration. 8 Any disruption in our supplier relationships could have a material adverse effect on our business.
Although we have entered into long term agreements with the furniture manufacturers, there is no assurance that the agreements can be renewed on commercially favorable terms upon their expiration. Any disruption in our supplier relationships could have a material adverse effect on our business.
If our business relationships with the sofa suppliers are interrupted or terminated, this may lead to a material interruption of our operations or a suspension of our ability to procure sofas or delays in fulfilling our customer orders until we find another supplier that can supply our sofa products.
If our business relationships with the furniture suppliers are interrupted or terminated, this may lead to a material interruption of our operations or a suspension of our ability to procure furniture or delays in fulfilling our customer orders until we find another supplier that can supply our furniture products.
Reduced availability of credit may also adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures. This could negatively impact our ability to obtain necessary supplies. This could also result in reduced or delayed collections of outstanding accounts receivable.
Reduced availability of credit may also adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures. This could not only result in reduced or delayed collections of outstanding accounts receivable, but also negatively impact our ability to obtain necessary supplies.
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. 26
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. 28
If we fail to achieve and maintain an effective internal control environment when required, we could suffer material misstatements in our financial statements and fail to meet our new reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
We also utilize non-paid advertising. Our website benefits significantly from direct searches via various platforms. In addition, our non-paid advertising strategy includes leveraging the value of our organic social media content and user-generated content within our community.
Our website benefits significantly from direct searches via various platforms. In addition, our non-paid advertising strategy includes leveraging the value of our organic social media content and user-generated content within our community.
In addition, any change in or introduction of new regulations that require our compliance may increase our cost of operations. All of these will have an adverse effect on our business and financial performance. 18 Currently we have obtained all licenses necessary for carrying on its businesses in the current scope.
In addition, any change in or introduction of new regulations that require our compliance may increase our cost of operations. All of these will have an adverse effect on our business and financial performance. 10 Currently we have obtained all licenses necessary for carrying on our businesses in Singapore in the current scope.
Some these approvals are granted for a limited duration and require renewal, and are generally subject to conditions stipulated in the licences and permits and/or relevant laws or regulations under which such licences and permits are issued. Failure to comply with such conditions could result in the revocation or non-renewal of the relevant licence or permit.
Some these approvals are granted for a limited duration and require renewal, and are generally subject to conditions stipulated in the licenses and permits and/or relevant laws or regulations under which such licenses and permits are issued. Failure to comply with such conditions could result in the revocation or non-renewal of the relevant license or permit.
We accept payments using a variety of methods, including credit card, debit card, electronic and mobile payment technologies, credit accounts (including promotional financing), gift cards and customer invoicing. We rely on third parties to provide many of these payment methods and payment processing services, including certain promotional financing.
For our retail business, we accept payments using a variety of methods, including credit card, debit card, electronic and mobile payment technologies, credit accounts (including promotional financing), gift cards and customer invoicing. We rely on third parties to provide many of these payment methods and payment processing services, including certain promotional financing.
If we are unable to acquire new customers or reactivate prior customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our suppliers or efficiencies in our logistics network, our net revenue may decrease, and our business, financial condition and operating results may be materially adversely affected.
If we are unable to acquire new customers or reactivate prior customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our suppliers or efficiencies in our logistics network, our net revenue may decrease, and our business, financial condition and operating results may be materially adversely affected. 17 We also utilize non-paid advertising.
In addition, the comparison of our revenue and operating results between different periods in any given financial year may not be relied upon as indicators of our performance. Any unpredictable and material changes in the market during our peak seasons may materially and adversely affect our financial condition and profitability. Merchandise returns could harm our business.
In addition, the comparison of our revenue and operating results between different periods in any given financial year may not be relied upon as indicators of our performance. Any unpredictable and material changes in the market during our peak seasons may materially and adversely affect our financial condition and profitability.
Such disruptions, including staffing shortages, raw material and labor inflation, factory closures and production slowdowns, port closures a stoppages and/or disruptions in delivery systems, have and may continue to materially and adversely affect our suppliers’ ability to provide products in a timely manner, or at all, and have and may continue to materially and adversely affect our logistics providers’ ability to distribute products to our customers in a timely manner, or at all.
Such disruptions, including staffing shortages, raw material and labor inflation, factory closures and production slowdowns, port closures a stoppages and/or disruptions in delivery systems, materially and adversely affected our suppliers’ ability to provide products in a timely manner, or at all, and materially and adversely affected our logistics providers’ ability to distribute products to our customers in a timely manner, or at all.
Below is a chart showing the approximate percentages of the time historically devoted by certain directors and officers to matters concerning the Company and other companies.
Below is a chart showing the approximate percentages of the time devoted by certain directors and officers to matters concerning the Company and other companies in 2025.
As our operating subsidiaries, namely, HomesToLife Singapore and HTL FE, are Singapore incorporated companies, they are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as their charters.
As a number of our operating subsidiaries such as HomesToLife Singapore and HTL FE are Singapore incorporated companies, they are required to comply with the laws of Singapore, certain of which are capable of extra-territorial application, as well as their charters.
While our management believes that we have sufficient insurance coverage for our business operations in line with industry standards and business practices in Singapore and although we may be able to increase our insurance coverage when required, we cannot guarantee that our existing insurance policies will sufficiently cover all potential liabilities or risks associated with our business operations.
While our management believes that we have sufficient insurance coverage for our business operations in line with industry standards and business practices in Australia, France, Japan, Korea, Singapore, and United Kingdom, and although we may be able to increase our insurance coverage when required, we cannot guarantee that our existing insurance policies will sufficiently cover all potential liabilities or risks associated with our business operations.
In the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration. These legal procedures are time- consuming and the settlement of a contract dispute may require additional financial and other resources.
In the event that our retail customers or wholesale (export and leather trading) clients do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration. These legal procedures are time- consuming and the settlement of a contract dispute may require additional financial and other resources.
Should there be any changes in the regulatory requirements and we are not able to comply with them in a timely manner or if compliance of these requirements involved substantial costs, the business, results of operation and our financial position may be adversely affected.
Should there be any changes in the regulatory requirements and we are not able to comply with them in a timely manner or if compliance of these requirements involved substantial costs, the business, results of operation and our financial position may be adversely affected. Our existing insurance may not sufficiently cover the risks related to our business operation.
Our ability to maintain and enhance our one-stop shop concept depends largely on our ability to maintain customer confidence in our product offerings, including by customizing our recommendations of high quality furniture to fit customers’ living style; maintaining product availability and delivering products on time and without damage.
For our retail business in Singapore and South Korea, our ability to maintain and enhance our one-stop shop concept depends largely on our ability to maintain customer confidence in our product offerings, including by customizing our recommendations of high quality furniture to fit customers’ living style; maintaining product availability and delivering products on time and without damage.
Our physical retail stores may not achieve sales or operations targets and may negatively impact our financial results. We operate six physical retail stores in Singapore. We believe that continued expansion into new physical retail stores represents a growth opportunity for us.
Our physical retail stores may not achieve sales or operations targets and may negatively impact our financial results. We operate four and two physical retail stores in Singapore and South Korea, respectively. We believe that continued expansion into new physical retail stores represents a growth opportunity for us.
Our business depends on our ability to build and maintain strong brands. We may not be able to maintain and enhance our “HomesToLife” brand if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects.
We may not be able to maintain and enhance our “HomesToLife” 3 brands if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects.
Phua Yong Pin and Phua Yong Tat, beneficially own approximately 68.2% of our issued and outstanding Shares and are able to exercise approximately 68.2% of the total voting power of our issued and outstanding Shares.
Phua Yong Pin and Phua Yong Tat, beneficially own approximately 94.79% of our issued and outstanding Shares and are able to exercise approximately 94.79% of the total voting power of our issued and outstanding Shares.
Phua Yong Pin and Phua Yong Tat, beneficially own approximately 68.2% of our issued and outstanding Shares and are able to exercise approximately 68.2% of the total voting power of our issued and outstanding Shares.
Phua Yong Pin and Phua Yong Tat, beneficially own approximately 94.79% of our issued and outstanding Shares and are able to exercise approximately 94.79% of the total voting power of our issued and outstanding Shares.
Our operations are subject to laws and government regulations of Singapore. In addition, we are required to obtain and maintain several statutory and regulatory permits and approvals under central, state and local rules in Singapore, generally for carrying out our business.
In addition, we are required to obtain and maintain several statutory and regulatory permits and approvals under central, state and local rules in Singapore, generally for carrying out our business.
In addition, although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiaries in Singapore to distribute dividends to us, the relevant regulations may be changed and the ability of our subsidiaries to distribute dividends to us may be restricted in the future.
In addition, although there are currently no foreign exchange control regulations which restrict the ability of our operating subsidiaries to distribute dividends to us, standard tax filing and reporting procedures apply, the relevant regulations may be changed and the ability of our subsidiaries to distribute dividends to us may be restricted in the future.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F after we have already become a publicly held company.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report beginning with our second annual report on Form 20-F.
Our success depends on our ability to acquire and retain customers in a cost-effective manner. In order to expand our customer base, we must appeal to and acquire customers who have historically used other means of commerce to purchase home goods and may prefer alternatives to our offerings, such as the websites of our competitors or our suppliers’ own websites.
In order to expand our customer base, we must appeal to and acquire customers who have historically used other means of commerce to purchase home goods and may prefer alternatives to our offerings, such as the websites of our competitors or our suppliers’ own websites.
We may be subject to claims against us relating to any acquisition or business combination. There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence.
There may be liabilities assumed in any acquisition or business combination that we did not discover or that we underestimated in the course of performing our due diligence.
Any such service interruptions could prevent us from efficiently receiving or fulfilling orders, which may reduce the volume or quality of goods or services we sell and may cause customer dissatisfaction and harm our reputation and brand. We generally record a higher volume of order in March, April, June, August, November and December.
Any such service interruptions could prevent us from efficiently receiving or fulfilling orders, which may reduce the volume or quality of goods or services we sell and may cause customer dissatisfaction and harm our reputation and brand. We generally record a higher volume of orders in January, April, August, September, and October for our business.
For the fiscal years ended December 31, 2024, 2023 and 2022, payments on lease liabilities, which represent rental costs, accounted to US$1.6 million, US$1.3 million and US$0.9 million. Any substantial increase in rental expenses of our retail venues may increase our cost of operation and may adversely affect our profitability and financial positions.
For the fiscal years ended December 31, 2025, 2024 and 2023, payments on lease liabilities, which represent rental costs, accounted to US$3.5 million, US$1.9 million and US$1.4 million. Any substantial increase in rental expenses of our retail venues may increase our cost of operation and may adversely affect our profitability and financial positions. Merchandise returns could harm our business.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: ● the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act that require insiders to file public reports of their stock ownership and trading activities and impose liability on insiders who profit from trades made in a short period of time; and ● the rules under the Exchange Act that require the filing of quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempted from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: ● the sections of the Exchange Act that regulate the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and ● the rules under the Exchange Act that require the filing of quarterly reports on Form 10-Q containing unaudited financial and other specified information and current reports on Form 8-K upon the occurrence of specified significant events.
HomesToLife Singapore allows its customers to return products, subject to our return policy. While our current merchandise returns are minimal, if merchandise returns are significant in the future, our business, prospects, financial condition and results of operations could be affected.
Our retail stores allow their customers to return products, subject to our return policy. While our current merchandise returns are minimal, if merchandise returns are significant in the future, our business, prospects, financial condition and results of operations could be affected.
Our success depends on our ability to retain our core management team and other key personnel. Our performance depends on the continued service and performance of our directors, officers and senior management as they are expected to play an important role in guiding the implementation of our business strategies and future plans.
Our performance depends on the continued service and performance of our directors, officers and senior management as they are expected to play an important role in guiding the implementation of our business strategies and future plans.
Maintaining and enhancing our brand will depend largely on our ability to provide high quality products to our customers. 4 Customer complaints or negative publicity about our stores, products, delivery times, company practices, employees, customer data handling and security practices or customer support, could rapidly and severely diminish consumer confidence in us and result in harm to our “HomesToLife” brand name and decreased revenue, whether or not the complaints and negative sentiment are based in fact.
Customer complaints or negative publicity about our stores, products, delivery times, company practices, employees, customer data handling and security practices or customer support, could rapidly and severely diminish consumer confidence in us and result in harm to our “HomesToLife” brand name and decreased revenue, whether or not the complaints and negative sentiment are based in fact.
The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in these markets, which are more fully described in the section titled “Dividend Policy” in this annual report.
The distribution of dividends to us from our subsidiaries is subject to restrictions imposed by the applicable laws and regulations in these markets, including requirements relating to the availability of distributable profits and requisite board and shareholder approvals. which are more fully described in the section titled “Dividend Policy” in this annual report.
Additionally, our retail stores in Singapore had to close for two months from April 2020 to May 2020 during the Singapore government mandated “circuit breaker” (i.e., lockdown), due to the COVID-19 pandemic, which affected our business.
Historically we experienced some, but limited disruptions to our supply chain during the PRC government mandated lockdown due to the COVID-19 pandemic. Additionally, our retail stores in Singapore had to close for two months from April 2020 to May 2020 during the Singapore government mandated “circuit breaker” (i.e., lockdown), due to the COVID-19 pandemic, which affected our business.
Our ability to grow our business depends on our ability to generate increased net revenue and repeat purchases from our customer base. Since our customer base in almost exclusively retail in nature, that would require us to maintain high levels of customer engagement.
Our ability to grow our business depends on our ability to generate increased net revenue and repeat purchases from our customer base. Our customer base in retail requires us to maintain high levels of customer engagement.
The occurrence of any of these risks could negatively affect our expansion plan and consequently our business and operating results. 5 With the proceeds of our IPO, we have plans to open new HomesToLife stores in not only Singapore, but also Taiwan, Korea, Indonesia, Malaysia, and other parts of Asia in the next six months and in the longer term.
The occurrence of any of these risks could negatively affect our expansion plan and consequently our business and operating results. With the proceeds of our IPO, we have plans to open new HomesToLife stores in Taiwan, Indonesia, Malaysia, and other parts of Asia, besides Korea.
The loss of services of key personnel or the inability to identify, hire, train and retain other qualified and managerial personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects. 11 Our directors’ and executive officers’ other business activities may pose conflicts of time commitment and conflicts of interest.
The loss of services of key personnel or the inability to identify, hire, train and retain other qualified and managerial personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.
Accordingly, there can be no assurance that the Singapore courts would enforce against us, our Directors or our Executive Officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States. It is not certain if the Company will be classified as a Singapore tax resident.
Accordingly, there can be no assurance that the Singapore courts would enforce against us, our Directors or our Executive Officers, judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.
Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place of de facto control and management will be considered to be where the majority of the board are located when they sign such consent or attend such conferences. 19 We believe that the Company, which is a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes.
Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where the board meetings are held by teleconference or videoconference, it is possible that the place of de facto control and management will be considered to be where the majority of the board are located when they sign such consent or attend such conferences.
We mainly engaged in the sales of (i) upholstered sofas under the brands “Domicil,” “Fabbrica” and other HTL brands; and (ii) to a lesser extent, complementary furniture pieces, such as case goods, tables, bedding and mattress.
In our retail business, we mainly engage in the sales of upholstered sofas under the brands “HTL”, “Domicil,” and “Fabbrica”; and to a lesser extent, complementary furniture pieces, such as case goods, tables, bedding and mattress.
Our success will depend, in part, on our ability to attract new consumers and retain existing customers. We may have to incur significantly higher and more sustained advertising and promotional expenditures in order to attract additional consumers to our stores and convert them into purchasing customers.
We may have to incur significantly higher and more sustained advertising and promotional expenditures in order to attract additional consumers to our stores and convert them into purchasing customers.
Furthermore, there are no assurances that the number of shares reserved for issuance under our 2024 Incentive Securities Plan will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees.
Furthermore, there are no assurances that the number of shares reserved for issuance under our 2024 Incentive Securities Plan will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees. Our directors’ and executive officers’ other business activities may pose conflicts of time commitment and conflicts of interest.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us.
If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us. 25 Because may or may not pay dividends in the foreseeable future, you must rely on price appreciation of our Shares for return on your investment.
Due to our working capital requirements to support our day-to-day operations and business expansion, we may finance all or a substantial portion of our costs through bank loans and credit facilities.
We may be subject to risks associated with debt financing, including rising interest rates. Due to our working capital requirements to support our day-to-day operations and business expansion, we may finance all or a substantial portion of our costs through bank loans and credit facilities.
As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future. If we fail to manage our growth effectively, our business, financial condition and operating results could be harmed.
As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future.
We will continue to expand our sales network and product and services offerings and to increase our customer base and volume of sales. However, the execution of our expansion plan is subject to uncertainty and the sales may not grow at the rate we expect for the reasons stated above.
However, the execution of our expansion plan is subject to uncertainty and the sales may not grow at the rate we expect for the reasons stated above.
At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future.
At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
Many of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future.
Any similar and future outbreaks or other public health emergencies could materially affect our business, liquidity, financial condition and operating results Many of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future.
During the years ended December 31, 2024, 2023 and 2022, substantially all of our revenue was derived from our operations in Singapore. Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects.
Any adverse circumstances affecting the Singapore market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents may adversely affect our business, financial condition, results of operations and prospects.
Risks Related to Doing Business in Singapore Any adverse material changes to the Singapore market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition.
Risks Related to Market and Macro Economic Environment Any adverse material changes to the Singapore market and other markets where we operate (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, or the imposition of trade tariffs, could have a material adverse effect on our business, results of operations and financial condition.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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After the Reorganization, HomesToLife Cayman directly owns HomesToLife International, which is the direct holding company of 100% shares of HomesToLife Singapore. Golden Hill BVI, Summer Capital Pte. Ltd. and the Pre-IPO Investors collectively own all issued and outstanding Shares of HomesToLife Cayman.
After the Reorganization, HomesToLife Cayman directly owns HomesToLife International, which is the direct holding company of 100% shares of HomesToLife Singapore. Golden Hill BVI, Summer Capital Pte. Ltd. and four Pre-IPO Investors collectively own all issued and outstanding Shares of HomesToLife Cayman.
As such, we have not directly incurred any cost of compliance with applicable Singapore laws and regulations as of the date of this annual report and do not expect that we will directly incur significant costs for such compliance in the future.
As such, we have not directly incurred any cost of compliance with applicable laws and regulations as of the date of this annual report and do not expect that we will directly incur significant costs for such compliance in the future.
For the transport and delivery of goods and products from our suppliers to our Singapore warehouse, we mainly work with the shipping companies which have signed the master agreements with HTL Group. All of them are third parties, unrelated to us or HTL Group. We also provide the repair services for free for our sold products within warranty period.
For the transport and delivery of goods and products from our suppliers to our warehouses, we mainly work with the shipping companies which have signed the master agreements with HTL Group. All of them are third parties, unrelated to us or HTL Group. We also provide the repair services for free for our sold products within warranty period.
Related Services Apart from goods and products that are supplied by our suppliers, we also contract with a number of other service providers, including freight/delivery services for the transport and delivery of goods and products from our Singapore warehouse to our customers as part of the order fulfilment process.
Related Services Apart from goods and products that are supplied by our suppliers, we also contract with a number of other service providers, including freight/delivery services for the transport and delivery of goods and products from our warehouses to our customers as part of the order fulfilment process.
Business Improvement Initiative In response to the operational losses experienced by HomesToLife Singapore, HomesToLife Cayman’s Chief Executive Officer, Phua Mei Ming, is leading a comprehensive restructuring initiative designed to enhance financial performance.
Business Improvement Initiative In response to the operational losses experienced by HomesToLife Singapore, HomesToLife Cayman’s Chief Executive Officer, Phua Mei Ming, led a comprehensive restructuring initiative designed to enhance financial performance.
Because of our management’s decades long track record in the upholstered furniture industry and ownership in the HTL Group which has multiple luxury brands of furniture, HomesToLife Singapore is in a unique position to offer a one-stop shop for its retail customers.
Because of our management’s decades long track record in the upholstered furniture industry and ownership in the HTL Group which has multiple luxury brands of furniture, HomesToLife Singapore and HTL Korea are in a unique position to offer a one-stop shop for our retail customers.
Our principal operating subsidiary, HomesToLife Singapore, was initially incorporated in September 1989 under the name, “Hwa Tat Lee Leather Pte Ltd” in Singapore by three brothers, Messrs. Phua Yong Pin, Phua Yong Sin and Phua Yong Tat (altogether known as, the “Phua Brothers”), as part of the then HTL Group of companies founded by the Phua Brothers.
HomesToLife Singapore, one of our major operating subsidiaries, was initially incorporated in September 1989 under the name, “Hwa Tat Lee Leather Pte Ltd” in Singapore by three brothers, Messrs. Phua Yong Pin, Phua Yong Sin and Phua Yong Tat (altogether known as, the “Phua Brothers”), as part of the then HTL Group of companies founded by the Phua Brothers.
Item 4. INFORMATION ON THE COMPANY A. History and Development of the Company Our Company was incorporated in the Cayman Islands on February 16, 2024 under the Companies Act as an exempted company with limited liability. Our authorized share capital is currently US$10,000 divided into 100,000,000 Shares, par value US$0.0001 each.
Item 4. INFORMATION ON THE COMPANY A. History and Development of the Company Our Company was incorporated in the Cayman Islands on February 16, 2024 under the Companies Act as an exempted company with limited liability. Our authorized share capital is currently US$50,000.00 divided into 500,000,000 ordinary shares of par value of US$0.0001 each.
Licenses and Permits We confirm that we have obtained all material licenses, certificates and approvals required for carrying on our business activities in Singapore, Japan, Korea and other foreign countries that we have the business activities. 45 Insurance We maintain business insurance of our stores and our office, and for goods and products in transit.
Licenses and Permits We confirm that we have obtained all material licenses, certificates and approvals required for carrying on our business activities in Singapore, Japan, Korea and other foreign countries that we have the business activities. 43 Insurance We maintain business insurance of our stores, warehouses, and offices, and for goods and products in transit.
At the retail level, HomesToLife Singapore has implemented initiatives such as marketing campaigns aimed at reducing wastage, including strategies to minimize the use of foam boards and the digitalization of its catalogues.
At the retail level, HomesToLife Singapore and HTL Korea have implemented initiatives such as marketing campaigns aimed at reducing wastage, including strategies to minimize the use of foam boards and the digitalization of its catalogues.
HomesToLife Singapore takes into account factors such as quality of the products, market demand, popularity of the brands, the design and craftsmanship of the product, competitors’ pricing of comparable products, and the purchasing power of the target market.
HomesToLife Singapore and HTL Korea take into account factors such as quality of the products, market demand, popularity of the brands, the design and craftsmanship of the product, competitors’ pricing of comparable products, and the purchasing power of the target market.
We believe that the commitment of our management team has been one of the key factors to our success and a competitive edge in our planned expansion in other parts of Asia.
We believe that the commitment of our management team has been one of the key factors to our success and a competitive edge in our planned expansions.
The details of the Contract Manufacturing Agreement between HTL FE and HTL Furniture are set out below: Term 20 years commencing from January 1, 2025 Rights and responsibilities ● During the term of the Contract Manufacturing Agreement, HTL Furniture shall not engage in any other business nor provide any other manufacturing services for any other entities including a natural person without the prior written consent of HTL FE. ● Should HTL Furniture deem it necessary to utilize subcontractors for the manufacturing purpose, prior written permission must be sought from HTL FE. ● Within three years after termination, without the prior written consent of HTL FE, HTL Furniture shall not cooperate with any company with a similar business model or a competitive relationship with HTL FE, and shall not manufacture any sofa.
The key terms of the contract manufacturing agreements between HTL Marketing/HTL FE and such suppliers are set out below: Rights and responsibilities ● During the term of the contract manufacturing agreement, the supplier shall not engage in any other business nor provide any other manufacturing services for any other entities including a natural person without the prior written consent of HTL Marketing/HTL FE. ● Should the supplier deem it necessary to utilize subcontractors for the manufacturing purpose, prior written permission must besought from HTL Marketing/HTL FE. ● Within three years after termination, without the prior written consent of HTL Marketing/HTL FE, the supplier shall not cooperate with any company with a similar business model or a competitive relationship with HTL Marketing/HTL FE, and shall not manufacture any sofa.
For HomesToLife Singapore and a related party in Korea, HTL FE sells the products under HTL Group’s brands, including but not limited to “Domicil”, “Fabbrica”, and “HTL” brands. Other customers purchase sofas from HTL FE on a white-label basis and sell these sofas under their own brands.
For HomesToLife Singapore and HTL Korea, HTL FE and HTL Marketing sell the products under the Group’s brands, including but not limited to “Domicil”, “Fabbrica”, and “Homestolife” brands. Other customers mostly purchase sofas from our subsidiaries on a white-label basis and sell these sofas under their own brands.
Our founders visited various suppliers that manufacture and supply the products that HTL Group plans to sell, and then produced a list of approved third party suppliers for the companies under the HTL Group to procure the products.
Our founders visited various suppliers that manufacture and supply the products that HTL Group plans to sell, and then produced a list of approved third party suppliers for the companies under the HTL Group to procure the products. HTL Group entities have entered into master purchase agreements with these suppliers.
Expansion into other Asia-Pacific markets Apart from our focus on the Singapore retail market through HomesToLife Singapore, leveraging on our deep expertise in the upholstered furniture industry, we have also identified opportunities in the wholesale trade of upholstered furniture market in various countries within the Asia-Pacific region, including but not limited to Japan, Korea, and Indonesia, and we have expanded into such markets through HTL FE.
Apart from our focus on the Singapore and South Korea retail market, leveraging on our deep expertise in the upholstered furniture industry, we have also identified opportunities in and expanded into the exporting upholstered furniture to various countries within the Asia-Pacific region, including but not limited to Japan, Korea, and Indonesia.
Each time a product is returned due to defects, we spare no effort in investigating the cause of such defect, in order to derive any recurring quality issues and taking corrective actions.
Third, we take our customer feedback and return analysis very seriously. Each time a product is returned due to defects, we spare no effort in investigating the cause of such defects in order to derive any recurring quality issues and taking corrective actions.
Fourth, HomesToLife Singapore’s goods and products come with a warranty period of up to 10 years, to provide its customers with assurance with respect to the quality and durability of our goods and products. HTL FE sells products on a wholesale basis, and provides a structure warranty period of up to two years.
Fourth, HomesToLife Singapore’s and HTL Korea’s goods and products come with a warranty period of up to 10 years, to provide its customers with assurance with respect to the quality and durability of our goods and products.
Our Customers For HomesToLife Singapore, the majority of its sales are generated through its six retail stores in Singapore. HomesToLife Singapore’s customers come from all walks of life in Singapore, from the mass market to the affluent. For sofas, different brands are positioned to capture different segments of the market. The majority of HomesToLife Singapore’s customers are individuals and families.
Our retail customers come from all walks of life, from the mass market to the affluent. For sofas, different brands are positioned to capture different segments of the market. The majority of our customers are individuals and families.
HTL FE takes into account factors such as quality of the products, market demand, popularity of the brands, the design and craftsmanship of the product, competitors’ pricing of comparable products, and the purchasing power of the target market.
We take into account factors such as quality of the products, market demand, popularity of the brands, the design and craftsmanship of the product, and competitors’ pricing of comparable products.
Because of (1) our relationship with HTL Furniture as our major supplier and HTL Marketing, which owns the Domicil and Fabbrica trademarks, (2) the rich resources such as manufacturers that HTL Group has, and (3) stable supply of products with reasonable prices based on the group-level negotiation, we are able to secure good-quality products and deliver the customized products within 8-12 weeks after our customers place an order.
Multi-year supplier agreements with established leather and fabric upholstered furniture manufacturers Because of (1) the rich resources such as manufacturers that HTL Group has and (2) stable supply of products with reasonable prices based on the group-level negotiation, we are able to secure good-quality products and in normal circumstances deliver the customized products within 8-12 weeks after our customers place an order.
With respect to third party suppliers, our management team and product team visits and inspects the factories of such third party suppliers and manufacturers to ensure that the goods and products produced meet the standards consistent with the “HomesToLife” brand. We also constantly liaise with our furniture suppliers (both related-party and third party) to ensure products are of reliable quality.
First, we are stringent in our selection of suppliers. With respect to third party suppliers, our management team and product team visits and inspects the factories of such third party suppliers and manufacturers to ensure that the goods and products produced meet the standards consistent with our brand names.
In the event of a breach, HTL FE has the right to require HTL Furniture to pay all its profits to HTL FE within 7 days. ● Except with HTL FE’s written consent, HTL Furniture shall purchase all materials and other necessary components from HTL FE’s nominated suppliers at HTL Furniture’s own cost and expense, and shall not use any other materials or components in the manufacture of the products other than those specified as required by HTL FE. ● HTL Furniture shall manufacture and assure that the specifications and quality standards of the products are adhered to, as directed by HTL FE. 39 Price of each product The products shall be priced on an arm’s length basis, which shall be determined using the “cost plus” method, which is the price of the raw materials plus an appropriate mark up.
In the event of a breach, HTL Marketing/HTL FE has the right to require the supplier to pay all its profits to HTL Marketing/HTL FE within 7 days. ● Except with HTL Marketing/HTL FE’s written consent, the supplier shall purchase all materials and other necessary components from HTL Marketing’s nominated suppliers at the supplier’s own cost and expense, and shall not use any other materials or components in the manufacture of the products other than those specified as required by HTL Marketing/HTL FE. ● The supplier shall manufacture and assure that the specifications and quality standards of the products are adhered to, as directed by HTL Marketing/HTL FE.
Marketing HomesToLife Singapore To enhance its brand awareness, HomesToLife Singapore has conducted various marketing and promotional activities through different local media, including mainly social media (Facebook and Instagram), on regular basis.
We provide our local teams with marketing support, including product training and marketing materials in local language. 39 Retail Singapore To enhance its brand awareness, HomesToLife Singapore has conducted various marketing and promotional activities through different local media, including mainly social media (Facebook and Instagram), on regular basis.
HomesToLife Singapore executed the new Collective Agreement with the National Trade Union (“NTUC”) on March 5, 2025.
HomesToLife Singapore executed the new Collective Agreement with the National Trade Union (“NTUC”) on March 5, 2025, which was certified by the Singapore Industrial Arbitration Court on March 28, 2025.
Government Regulations As our material business operations are conducted in Singapore, we are subject to the relevant laws and regulations of Singapore and may be affected by policies which may be introduced by the Singaporean government from time to time. We may also be subject to the relevant laws and regulations of the countries where we export our products to.
As a result of this organizational structure and the scope of our operations, we are subject to the relevant laws and regulations of Singapore and other countries where we export our products to, and we are also affected by policies which may be introduced by such authorities from time to time.
The following table sets forth the number of our full-time employees categorized by function as of December 31, 2024, 2023 and 2022: Function As of December 31, 2022 As of December 31, 2023 As of December 31, 2024 Product / Retail & Marketing 6 6 8 Sales 14 17 15 Warehouse 4 4 5 Finance 2 2 2 Purchasing 1 1 2 Human Resources 0 0 1 Information Technology 0 0 1 Total 27 30 34 Our employees in Singapore are part of the Building Construction and Timber Industries Employees’ Union (“Union”) of Singapore, and we have entered into a collective agreement with the Union on December 8, 2021 (“Collective Agreement”), that, amongst others, sets out the working hours and rate of payment for overtime work for our employees, as well as the number of rest days per week for each employee.
The following table sets forth the number of our full-time employees categorized by function as of December 31, 2025, 2024 and 2023: Function As of December 31, 2023 As of December 31, 2024 As of December 31, 2025 General and Administration 7 11 80 Sales and Marketing 23 23 89 Total 30 34 169 Our employees in Singapore are part of the Building Construction and Timber Industries Employees’ Union (“Union”) of Singapore, and we have entered into a collective agreement with the Union on December 8, 2021 (“Collective Agreement”), that, amongst others, sets out a set of basic and favourable employment terms and conditions such as the working hours and rate of payment for overtime work for our employees, as well as the number of rest days per week for each employee.
We benefit from the extensive experience of our management team in the industry, which has enabled us to understand the market trends and develop strong business relationship with our customers and suppliers.
We benefit from the extensive experience and deep knowledge in the local markets of our management team in the industry, which has enabled us to anticipate market trends and changing consumer tastes, offer premium customization options and product offerings, and develop strong business relationship with our customers and suppliers.
Phua Yong Pin, our Chairman, and Mr. Phua Yong Tat, our vice Chairman have over 40 years of experience in the furniture industry. Messrs. Phua Yong Tat and Phua Yong Pin are primarily responsible for the overall management, formulation of business strategies and day-to-day management of our operations.
Phua Yong Tat and Phua Yong Pin are primarily responsible for the overall management, formulation of business strategies and day-to-day management of our operations.
We have identified the main laws and regulations (apart from those pertaining to general business requirements) that materially affect our operations below. However, we believe that we comply with all these laws and regulations, and therefore none of them have materially affected the Company or operations in the past.
We believe that we comply with all these laws and regulations, and therefore none of them have materially affected the Company or operations in the past.
Phua Yong Pin and Phua Yong Tat. Prior to the reorganization described below, HomesToLife Singapore was a wholly-owned subsidiary of New Century International Homes Pte. Ltd., a Singapore incorporated company, which was in turn an indirect wholly-owned subsidiary of Golden Hill Investments.
Prior to the reorganization in 2024, HomesToLife Singapore was a wholly-owned subsidiary of New Century International Homes Pte. Ltd., a Singapore incorporated company, which was in turn an indirect wholly-owned subsidiary of Golden Hill Investments. In preparation for the Company’s IPO, our Group completed a reorganization (the “Reorganization”) from February and May 2024.
The key measures of this initiative are as follows: ● The closure of underperforming stores, including the Tagore location (see page 32). ● The reallocation of surplus staff to other affiliated companies. ● The implementation of stringent controls over expenses, particularly in the areas of marketing and advertising. The restructuring initiative commenced on April 1, 2025.
The key measures of this initiative were as follows: ● The closure of underperforming stores and the opening of new stores in desirable locations ● The reallocation of surplus staff to other affiliated companies. ● The implementation of stringent controls over expenses, particularly in the areas of marketing and advertising.
These suppliers, which collectively supply around 20% of the goods and products sold by HomesToLife Singapore, are recognized by HomesToLife Singapore as approved suppliers, and collectively are the only non-related suppliers that supply goods and products to HomesToLife Singapore. One of the key reasons for the selection of such suppliers is that they provide favourable wholesale prices to HTL Group.
These non-related suppliers, collectively supply around 32% of the goods and products sold by HomesToLife Singapore and 1% of the goods and products sold by HTL Korea. One of the key reasons for the selection of such suppliers is that they provide favorable wholesale prices to HTL Group. They also have good selection of designs and/or products with premium quality.
They also have good selection of designs and/or products with premium quality. We engage directly with suppliers, and do not have any middlemen in our supply chain.
We engage directly with suppliers, and do not have any middlemen in our supply chain.
These employees are stationed in Singapore, with a portion of employees undertaking business travel as part of their job scopes.
These employees are stationed all across the world in the markets that we are active in, with the majority of them being in Singapore, and with a portion of employees undertaking business travel as part of their job scopes.
Unique position to offer a one-stop shop for retail customers In addition to a broad range of upholstered product offering, HomesToLife Singapore also offers and sells case goods and accessories, and a carefully curated range of home furniture that are sourced internationally and handpicked by HomesToLife Singapore, giving its customers a one-stop shop with all furnishings they need to furnish their homes and express their individuality through their choice furniture.
Through these brands, the products that the Group distribute are sold in more than 5,000 retail outlets globally, allowing it to maximize market coverage and growth potential while leveraging a common integrated supply-chain and product Unique position to offer a one-stop shop for retail customers In addition to a broad range of upholstered product offering, HomesToLife Singapore and HTL Korea also offer and sell case goods and accessories, and a carefully curated range of home furniture that are sourced internationally and handpicked by us, giving customers a one-stop shop with all furnishings they need to furnish their homes and express their individuality through their choice furniture.
Additionally, HomesToLife Singapore positions itself as a luxury furniture retailer, and our sales staff provided significant value-added services at no additional cost to our customers, in order to promote better conversion rates. For example, our sales staff at each of our retail stores are hired for and trained to provide interior design consultancy services for our potential customers.
Additionally, HomesToLife Singapore and HTL Korea position themselves as a luxury furniture retailer, and our sales staff provided significant value-added services at no additional cost to our customers, in order to promote better conversion rates.
HomesToLife Singapore also considers its experienced sales personnel and customer service as important factors in ensuring our competitive success. HomesToLife Singapore also believes that significant additional competitive advantages are also provided by our ability to make prompt delivery of orders through maintenance of ready-stock inventory in its Singapore warehouse, and to tailor merchandise to customers’ desires through custom orders.
They also believes that significant additional competitive advantages are also provided by their ability to make prompt delivery of orders through maintenance of ready-stock inventory in warehouse, and to tailor merchandise to customers’ desires through custom orders. Their after-sales and service recovery processes are also robust, allowing them to ensure customer satisfaction with their goods and products.
Each supplier, except our related parties, needs to be onboarded at the HTL Group level as an approved supplier, before we can place purchase orders with such approved vendors. The procurement team from the HTL Group will also regularly assess such approved vendors’ workmanship and product quality as well as their reputation.
We also constantly liaise with our furniture suppliers (both related-party and third party) to ensure products are of reliable quality. Each supplier, except our related parties, needs to be onboarded at the HTL Group level as an approved supplier, before we can place purchase orders with such approved vendors.
Seasonality HomesToLife Singapore’s performance is subject to seasonality in a limited capacity. Large sales events, such as the Great Singapore Sale, take place in Singapore over the course of each year, and many retailers, including us, participate in such sales by offering discounts on our goods and products.
Large sales events take place over the course of each year and many retailers, including us, participate in such sales by offering discounts on our goods and products. Such sales may also extend to our export sales business and leather trading business. As a result of such promotional sales events, there may be higher revenue recorded by us.
For products of new design, the procurement team from the HTL Group also inspects the products for workmanship and look into the product design to screen out safety or quality issue. Many of the HTL Group suppliers and third party suppliers and manufacturers passed the qualify certifications, such as ISO 14001:2015 for Leather Finishing for Upholstery Leather.
The procurement team from the HTL Group will also regularly assess such approved vendors’ workmanship and product quality as well as their reputation. For products of new design, the procurement team from the HTL Group also inspects the products for workmanship and look into the product design to screen out safety or quality issues.
Second, we conduct quality control inspections of all goods and products in our warehouse, before such goods and products are delivered to customers. This allows us to identify any defects or deviations from our quality standards. Third, we take our customer feedback and returns analysis very seriously.
Many of the HTL Group suppliers and third party suppliers and manufacturers passed the qualify certifications, such as ISO 14001:2015 for Leather Finishing for Upholstery Leather. Second, we conduct quality control inspections of goods and products in our warehouse, before such goods and products are delivered to customers. This allows us to identify defects or deviations from our quality standards.
For example, HomesToLife Singapore had engaged a popular Singaporean social media website and news media to design and execute an advertising campaign for the peak period from October 2023 to December 2023, and recorded around 33% more revenue in December 2023 compared to November 2023. 41 HomesToLife Singapore also engages performance marketing agencies to place data-driven digital advertisements that use AI algorithms for targeted audience outreach on the Google search engine, serving ads to potential customer across different platforms.
HomesToLife Singapore also engages performance marketing agencies to place data-driven digital advertisements that use AI algorithms for targeted audience outreach on the Google search engine, serving ads to potential customer across different platforms.
Thus, a customer could provide our sales staff with a general description of the type of furniture are looking for, and our sales staff would be able to recommend furniture based on each such customer’s needs. Industry veterans holding leadership positions Our management team has extensive knowledge and experience in the global upholstered furniture industry. Both Mr.
For example, our sales staff at each of our retail stores are hired for and trained to provide interior design consultancy services for our potential customers. Thus, a customer could provide our sales staff with a general description of the type of furniture, and our sales staff would be able to recommend furniture based on each such customer’s needs.
During promotional events such as the Great Singapore Sale, HomesToLife Singapore offers a discount of up to 70% on the retail price of our goods and products.
During promotional events such as the Great Singapore Sale in Singapore and Korea Grand Sale in South Korea, HomesToLife Singapore may offer discount of up to 70% on the retail price of selected goods and products, while HTL Korea may offer discounts of up to 50% for displayed products and up to 30% for new products, depending on the nature of the promotional campaign.
For custom orders, any increased shipping costs is typically reflected in product price adjustment. 42 Competition The retail sale of upholstered furniture is a highly fragmented and competitive business. We believe that the primary elements of competition in our industry are merchandise (quality, style, selection, price and display), customer service, marketing and advertising, and store location and design.
We believe that the primary elements of competition in our industry are merchandise (quality, style, selection, price and display), customer service, marketing and advertising, and store location and design. We compete with numerous other independent and chain retail furniture stores and wholesalers.
Our retail stores are strategically located in areas with good market potential or customer demands, taking into account population density, average income level of residents and their discretionary spending, and the presence of related trade mix in proximity. 29 Over the past ten years, HomesToLife Singapore has established its brand and reputation as a premium furniture retailer that offers and sells products that deliver exceptional value.
Our retail stores are strategically located in areas with good market potential or customer demands, taking into account population density, average income level of residents and their discretionary spending, and the presence of related trade mix in proximity. Our consumer retail division accounted for 2.4% of our total revenue for the year ended December 31, 2025.
The chart below illustrates our corporate structures and identifies our subsidiaries as of the date of this annual report: 28 B. Business Overview Overview HomesToLife Singapore is one of the leading home furniture retailers that offers and sells customized furniture solutions in Singapore.
The chart below illustrates our corporate structures and identifies our subsidiaries as of the date of this annual report: 30 B.
Quality Control We emphasize safety and quality as fundamental requirements for all our products, and have a dedicated quality assurance and brand management team within HomesToLife Singapore and HTL FE. We ensure the quality of our goods and products through various measures. First, we are stringent in our selection of suppliers.
Such promotional activities generally attract more potential customers to their retail stores and also increases their revenue during this period. Quality Control We emphasize safety and quality as fundamental requirements for all our products, and have a dedicated quality assurance and brand management team. We ensure the quality of our goods and products through various measures.
We are currently awaiting the Industrial Arbitration Court certification of the Collective Agreement, which is anticipated to be finalized by the end of June 2025. 44 We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes.
We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. In addition, we have not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel.
HomesToLife Singapore’s principal competitors in Singapore are: ● Castlery ● Cellini ● Commune ● Harvey Norman ● Star Furniture ● King Living HomesToLife Singapore believes that it is uniquely positioned in the Singapore market for upholstered furniture, with a targeted mix of goods and products that appeals to customers across various segments, from mass market to the affluent.
HomesToLife Singapore and HTL Korea believe that they are uniquely positioned in the local markets for upholstered furniture, with a targeted mix of goods and products that appeals to customers across various segments, from mass market to the affluent. Their experienced sales personnel and customer service are considered as important factors in ensuring their competitive success.
Combining gimmicks such as giveaways, collaborating with other brands, or working directly with key opinion leaders has proven to be effective in engaging and increasing awareness. In 2023, HomesToLife Singapore registered a 59.8% increase in reach on Instagram, i.e. the number of unique user that have seen our Instagram posts or stories.
Combining gimmicks such as giveaways, collaborating with other brands, or working directly with key opinion leaders has proven to be effective in engaging and increasing awareness. When HomesToLife Singapore pays for advertising, it may work with established media agencies to increase brand awareness.
In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal. Properties As of the date of this annual report, HomesToLife Singapore has entered into the following lease agreements: No.
Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their experience, qualifications and level of positions. In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal.
Its products are designed by leading industry designers, hand crafted by dedicated and experienced craftsman using a wide selection of quality and durable materials. Deep knowledge in local market HomesToLife Singapore’s management has decades of experience in the global upholstered furniture industry.
Its products are designed by leading industry designers, hand crafted by dedicated and experienced craftsman using a wide selection of quality and durable materials. Apart from this, we have also established HTL as a trusted and reliable brand in the wholesale furniture industry, and our furniture is recognized for its high quality.
This generally attracts more potential customers to its retail stores and also increases its revenue during this period, through increased orders placed through our retail stores and through its website. 40 HTL FE HTL FE’s products are sold at wholesale prices, with an appropriate mark-up to cost that accounts for, amongst others, cost of purchase, ocean freight, warranty, and other costs.
Leather Trading Our leather products are sold by HTL Marketing at wholesale prices, with an appropriate mark-up to cost that accounts for, amongst others, cost of purchase, ocean freight, warranty, and other costs. 38 Consumer Retail HomesToLife Singapore and HTL Korea sell products at retail prices, with an appropriate mark-up to cost that accounts for, amongst others, labor, retail store rental, delivery, and other costs.
The Group may be subject to certain fines/penalties arising from its ordinary course of business from time to time. Singapore Laws relating to Consumer Protection The primary statute governing consumer protection is the Consumer Protection (Fair Trading) Act 2003 of Singapore (the “ CPFTA ”) and its subsidiary legislations.
The Group may be subject to certain fines/penalties arising from its ordinary course of business from time to time. Laws relating to Sale of Goods Laws related to the sale of goods are key to our export sales business.
HTL Marketing, in turn, sources for raw materials (including raw leather) and manufacturing services mainly from other related parties within the HTL Group (mainly other China subsidiaries within the HTL Group). Up until January 1, 2025, HTL Marketing supplies about 80% of the goods and products to HomesToLife Singapore, comprising of mainly sofas.
HTL Marketing and HTL FE, in turn, source for raw materials (including raw leather) and manufacturing services mainly from other related parties within the HTL Group pursuant to the same contract manufacturing agreements that HTL Marketing and HTL FE entered with the suppliers for the export business. 37 All of our other suppliers for the products that HomesToLife Singapore and HTL Korea sells are unrelated third parties.
A majority of HTL FE’s customers are upholstered furniture retailers in their respective countries and occasionally HTL FE sells products to other wholesalers.
A majority of our customers under our export business are upholstered furniture retailers in their respective countries and we also sell products to other wholesalers. Leather Trading A majority of our customers under our leather trading business are related tanneries. Retail For HomesToLife Singapore and HTL Korea, the majority of their sales are generated through sales from their retail stores.
HomesToLife Singapore targets the customers who may be purchasing their second or third home and prefer the furniture of premium quality at affordable prices. 38 Apart from the Singapore market, we are also growing our brand footprint in Japan, Korea, Indonesia, Thailand, Taiwan, Philippines, Malaysia and Cambodia by engaging in the wholesale trade of upholstered furniture through HTL FE.
We target the customers who may be purchasing their second or third home and prefer the furniture of premium quality at affordable prices. Our Suppliers Export For our export business, our main suppliers are HTL Furniture and other suppliers within the HTL Group.
HTL FE HTL FE is a trading business entity. It is engaged in the latest sofa exhibitions, including at Canton Fair and Shanghai Fair, where its products are marketed to other retailers in the Asia-Pacific region. Environmental protection and ESG While due to the nature of our business, our operational activities do not directly generate industrial pollutants.
We are engaged in the latest sofa exhibitions, including at Canton Fair, Shanghai Fair, and Brussels Fair where its products are marketed to other retailers across the world, including in markets in Asia-Pacific, Europe, and North America.
HTL FE engages in the wholesale trading of upholstered furniture within the Asia-Pacific region. 27 Corporate Structure As at the date of this annual report, our Group comprised of the Company and its subsidiaries, HomesToLife International, HomesToLife Singapore, and HTL FE.
(“HTL TW”), HTL (UK) Limited (“HTL UK”) became wholly-owned subsidiaries of the Company on May 19, 2025 upon the acquisition of HTL Marketing. 29 Corporate Structure As at the date of this annual report, our Group comprised of the Company and its subsidiaries, HomesToLife International, HomesToLife Singapore, HTL FE, HTL Marketing, NCFTP, HTLF, HTLA, HTL Korea, HTL Japan, TCL, HTLTW, and HTL UK.
The mark up shall be determined with reference to comparable uncontrolled manufacturers performing similar manufacturing functions, and parties intend to review the range of mark ups on a periodic basis. Payment terms HTL FE shall pay the purchase price within 90 Singapore working days after receipt of the invoices.
Pricing The products shall be priced on an arm’s length basis. Payment terms HTL Marketing/HTL FE shall pay the purchase price within 90 Singapore working days after receipt of the invoices. Delivery The supplier shall deliver the products according to delivery schedules provided by HTL Marketing/HTL FE.
HomesToLife Singapore’s peak-sales periods tend to be in March, April, June, August, November, and December of each year, whilst our off-season tends to be in May and September of each year. Pricing Strategies HomesToLife Singapore HomesToLife Singapore sell products at retail prices, with an appropriate mark-up to cost that accounts for, amongst others, labor, retail store rental, and other costs.
Pricing Strategies Export Sales The products we sell as part of our export sales business are sold at wholesale prices, with an appropriate mark-up to cost that accounts for, amongst others, cost of purchase, exchange rate, duty and tariff, ocean freight, warranty, and other costs.
Removed
It was initially engaged in the leather trading business. In 1999, it changed its name to “HTL Leather Pte Ltd.” In 2009, it changed its name to “Trends Furniture Pte. Ltd.” In 2014, it shifted to the furniture retail business. In 2019, it changed its name to “HomesToLife Pte.
Added
It underwent several name changes before becoming HomesToLife Pte. Ltd. in 2019. Its business transitioned from leather trading to furniture retail in 2014, was sold to a third party in 2018, returned to the beneficial ownership of Messrs. Phua Yong Pin and Phua Yong Tat in 2022.
Removed
Ltd.” In May 2014, HomesToLife Singapore started operating as the retail arm of HTL International Holdings Pte. Ltd., a Singapore incorporated holding company with subsidiaries operating in the leather and fabric manufacturing and production of leather and fabric upholstered furniture business in different parts of China.
Added
HTL FE engages in the exporting upholstered furniture within the Asia-Pacific region since February 1, 2026.
Removed
Until September 2016, the Phua Brothers held at least a majority equity interest in HTL International Holdings Pte. Ltd. In August 2018, HomesToLife Singapore was sold as a stand-alone entity to a third party, Champion Retailing Pte. Ltd., a Singapore incorporated company, and from May 2022, the beneficial ownership of HomesToLife Singapore returned to Messrs.
Added
On May 19, 2025, we acquired 100% of the equity interests in HTL Marketing, a B2B procurer and supplier of premium upholstered sofas and leather materials for sofa manufacturing, from a related party, for a consideration of 75,000,000 ordinary shares of the Company issued to the seller.
Removed
In preparation for our Company’s IPO, our Group completed a reorganization (the “Reorganization”) from February to April 2024, which involved the following steps: ● On February 8, 2024, Golden Hill Capital Ltd. (“Golden Hill BVI”) was incorporated in the British Virgin Islands as a wholly owned subsidiary of Golden Hill Capital Pte.
Added
With the acquisition of HTL Marketing, the Company has significantly expanded its operations to include the exporting upholstered furniture across the Asia-Pacific, Europe and North America regions. New Century Furniture Pte. Ltd. (“NCFTP”), HTL France SAS (“HTLF”), HTL ANZ PTY LTD (“HTLA”), HTL Korea Co., Ltd. (“HTL Korea”), Hwa Tat Lee Japan Co., Ltd. (“HTL Japan”), Terasoh Co., Ltd.
Removed
Ltd. ● On February 16, 2024, HomesToLife Cayman was established under the laws of the Cayman Islands as an exempted company with limited liability. On the same day, Golden Hill BVI acquired 10,000 Shares of HomesToLife Cayman. ● On February 22, 2024, HomesToLife International Pte. Ltd.
Added
Business Overview Overview HomesToLife Ltd is a global home furniture company headquartered in Singapore, operating through three core business divisions: (i) export division for supplying furniture to retail partners worldwide, (ii) leather trading division, and (iii) retail division, with direct retail operations in Singapore and South Korea.
Removed
(“HomesToLife International”) was incorporated in Singapore as a private company limited by shares and as a wholly owned subsidiary of HomesToLife Cayman. ● On March 12, 2024, HomesToLife International acquired the 38,800,000 ordinary shares in the issued and paid-up share capital of HomesToLife Singapore from New Century International Homes Pte.
Added
Leveraging more than 50 years of heritage established by its founders, the Group combines consumer retail, wholesale distribution and sourcing capabilities, supported by a diversified manufacturing and sourcing network across China, Vietnam and India.
Removed
Ltd. for a consideration of S$2,847,127. ● On April 24, 2024, HomesToLife Cayman issued 13,240,000 Shares to Golden Hill BVI ● On April 24, 2024, Summer Capital Pte.
Added
In May 2025, the Group strengthened its design, product development and merchandising capabilities through the acquisition of HTL Marketing, further enhancing its ability to develop proprietary designs, expand product offerings and support both its consumer retail and wholesale businesses.
Removed
Ltd., a company controlled by our Chief Financial Officer, acquired 1,237,500 Shares of HomesToLife Cayman from Golden Hill BVI for a consideration of US$300,000. ● In May 2024, four investors (the “Pre-IPO Investors”) acquired 660,000, 660,000, 630,000 and 50,000 ordinary shares of par value of US$0.0001 in the issued and paid-up share capital of HomesToLife Cayman from Golden Hill BVI for a consideration of US$160,000, US$160,000, US$152,710 and US$12,120, respectively.
Added
Across both divisions, the Group operates an integrated, end-to-end supply-chain model that encompasses product design and development, sourcing and manufacturing partner management, and logistics and distribution channel coordination. This operating model enables the Group to translate designs into production-ready products efficiently, support both branded and white-label offerings, and deliver scale, consistency and resilience across multiple markets.
Removed
As of the date of this annual report, it has six retail store locations, and among furniture companies that sell furniture manufactured from China and other Asian countries, HomesToLife Singapore is the second largest in Singapore by the number of retail store locations. It has helped homeowners create living spaces that reflect their individuality since 2014.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

66 edited+58 added−35 removed10 unchanged
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates, which we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Under the current laws of the Cayman Islands, and we are not subject to income or capital gains taxes. Additionally, upon payments of dividends by us to its shareholders, no Cayman withholding tax will be imposed.
Under the current laws of the Cayman Islands, we are not subject to income or capital gains taxes. Additionally, upon payments of dividends by us to its shareholders, no Cayman withholding tax will be imposed.
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. 66
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition. 58
We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, accounts receivables and operating cash flows. We may, however, require additional cash resources due to changes in business conditions or other future developments.
We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, accounts receivable and operating cash flows. We may, however, require additional cash resources due to changes in business conditions or other future developments.
We will continue to make capital expenditures to meet the expected growth of our business, including office equipment and leasehold improvements. Contractual Obligations We have also entered into commercial operating lease agreements with various third parties, for the use of retail stores and warehouse in Singapore.
We will continue to make capital expenditures to meet the expected growth of our business, including property renovation, office equipment and leasehold improvements. Contractual Obligations We have also entered into commercial operating lease agreements with various third parties, for the use of retail stores and warehouse in Singapore.
If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders.
If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to shareholders.
We have limited credit available from our major vendors and are obligated to settle the purchase invoices, which further constrains our cash liquidity. In order to enhance the growth in international trade business, we expect to incur approximately US$1.2 million in the business development projects and the launch of more sale and marketing campaigns to expand the market exposure.
We have limited credit available from our major vendors and are obligated to settle the purchase invoices, which further constrains our cash liquidity. In order to enhance the growth in international trade business, we expect to incur approximately $2.1 million in the business development projects and the launch of more sales and marketing campaigns to expand the market exposure.
A list of recently issued accounting pronouncements that are relevant to us is included in note 2 to our consolidated financial statements included elsewhere in this annual report.
A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 to our consolidated and combined financial statements included elsewhere in this annual report.
Our capital requirements for 2024 and future years will depend on numerous factors, including management’s evaluation of the timing of projects to pursue.
Our capital requirements for 2025 and future years will depend on numerous factors, including management’s evaluation of the timing of projects to pursue.
Material Cash Requirements Our cash requirements consist primarily of day-to-day operating expenses, capital expenditure and contractual obligations with respect to operating leases. We lease all our office facilities, retail stores and warehouse. We expect to make future payments on existing leases from cash generated from operations.
Material Cash Requirements Our cash requirements consist primarily of day-to-day operating expenses, capital expenditure and contractual obligations with respect to operating leases. We lease most of our office facilities, retail stores and warehouses. We expect to make future payments on existing leases from cash generated from operations.
We conduct credit evaluations of customers, and generally do not require collateral or other security from our customers. We establish an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
We conduct credit evaluations of customers and generally do not require collateral or other security from our customers. We establish an allowance for expected credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
For the year ended December 31, 2022, we recorded net cash provided by operating activities of $1.7 million, which consisted of net income of $0.8 million as adjusted for non-cash items and change in operating assets and liabilities.
For the year ended December 31, 2024, we recorded net cash provided by operating activities of $0.4 million, which consisted of net income of $8.4 million as adjusted for non-cash items and change in operating assets and liabilities.
For the year ended December 31, 2023, we recorded net cash provided by operating activities of $0.9 million, which consisted of net income of $0.2 million as adjusted for non-cash items and change in operating assets and liabilities.
For the year ended December 31, 2023, we recorded net cash provided by operating activities of $18.8 million, which consisted of net income of $10.3 million as adjusted for non-cash items and change in operating assets and liabilities.
Concentration risk in major vendors For the years ended December 31, 2022, 2023 and 2024, the vendor, being related parties, who accounted for 10% or more of our cost of goods sold and our outstanding payable balances at period-end date, are presented as follows: Year ended December 31, 2024 As of December 31, 2024 Vendor Cost of goods sold Percentage of cost of goods sold Accounts payable US$ US$ HTL Marketing Pte.
Concentration risk in major vendors For the years ended December 31, 2023, 2024 and 2025, the vendor, being related parties, which accounted for 10% or more of our cost of goods sold and our outstanding accounts payable balances at year-end date, are presented as follows: Year ended December 31, 2025 As of December 31, 2025 Vendor Cost of goods sold Percentage of cost of goods sold Accounts payable US$ US$ HTL Furniture (China) Co., Ltd.
RESULTS OF OPERATIONS The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated/combined financial statements and related notes included elsewhere in this Report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
This information should be read together with our consolidated and combined financial statements and related notes included elsewhere in this Report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
When reading our consolidated and combined financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Some of our accounting policies require a higher degree of judgment than others in their application.
(related party) 711,319 31 % - Liquidity risk Our policy is to regularly monitor our liquidity requirements, to ensure that we maintain sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet our liquidity requirements in the short and long term. See “—Liquidity and Capital Resources” for details.
(related party) 33,666,337 14 % 13,878,608 Liquidity risk Our policy is to regularly monitor our liquidity requirements, to ensure that we maintain sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet our liquidity requirements in the short and long term. See “Liquidity and Capital Resources” for details.
Change in operating assets and liabilities primarily included decrease in accounts receivables of $39,379, increase in inventories of $0.1 million and increase in deposits, prepayments and other receivables of $0.3 million, being partially offset by increase in accounts payable of $0.4 million, decrease in customer deposits of $0.6 million and increase in accrued liabilities and other payables of $22,159.
Change in operating assets and liabilities primarily included increase in accounts receivables of $9.3 million, increase in inventories of $1.6 million, increase in deposits, prepayments and other receivables of $0.7 million, decrease in warranty liabilities of $6.4 million, and being offset by increase in accounts payable of $3.9 million, increase in customer deposits of $0.3 million, increase in accrued liabilities and other payables of $1.6 million, and increase in income tax payable of $1.7 million.
We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this filing, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the net proceeds from our initial public offering (the “IPO”) which was consummated on October 2, 2024.
We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this filing, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and credit facility.
Capital Expenditures Our capital expenditures amounted to approximately $0.1 million and $0.2 million relating to the purchase of plant and equipment for the year ended December 31, 2024 and 2023, respectively. We plan to fund our future capital expenditures with our existing cash balance and proceeds from our IPO.
Capital Expenditures Our capital expenditures amounted to approximately $1.1 million, $0.5 million, and $0.3 million relating to the purchase of property, plant and equipment for the years ended December 31, 2025, 2024 and 2023, respectively. We plan to fund our future capital expenditures with our existing cash balance and cash flows from our operations.
Our listing expenses consist primarily of audit fee for our IPO and statutory, legal expenses and insurance expenses. Listing expenses account for 25.5% of our revenue for the years ended December 31, 2024. Income Tax Cayman Islands We are incorporated in the Cayman Islands.
Our listing expenses consist primarily of audit fee for our IPO, statutory and legal expenses, and insurance expenses. Listing expenses account for 0.3%, 0.4%, and nil of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively. Income Tax Cayman Islands We are incorporated in the Cayman Islands.
Change in operating assets and liabilities primarily included increase in accounts receivables of $0.1 million, decrease in inventories of $39,974, increase in deposits, prepayments and other receivables of $0.2 million, being partially offset by decrease in accounts payable of $0.7 million, decrease in customer deposits of $0.2 million and increase in accrued liabilities and other payables of $0.3 million.
Change in operating assets and liabilities primarily included decrease in accounts payable of $1.7 million, decrease in deposits, prepayments and other receivables of $0.1 million, decrease in accrued liabilities and other payables of $1.2 million, decrease in warranty liabilities of $5.2 million, and being offset by decrease in accounts receivable of $11.0 million, decrease in inventories of $2.0 million, increase in customer deposits of $0.9 million, and increase in income tax payable of $1.1 million.
Our general and administrative expenses consist primarily of salaries of our office staff, depreciation of right-of-use assets of our office and traveling expenses. General and administrative expenses account for 38.5%, 22.3% and 16.3% of our revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Our general and administrative expenses consist primarily of salaries of our office staff, depreciation of right-of-use assets of our office, professional fees, and traveling expenses. General and administrative expenses account for 4.9%, 5.2% and 5.3% of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
Listing expenses For the year ended December 31, 2024, listing expenses were approximately $1.1 million, which are mainly related to the audit fee of $0.7 million and listing maintenance fee $0.3 million during the year ended December 31, 2024.
Listing expenses For the year ended December 31, 2024, listing expenses were approximately $1.4 million, which mainly related to the audit fee of $0.7 million and listing maintenance fee of $0.4 million incurred during the IPO process. The Company was listed on Nasdaq on October 1, 2024.
Net income As a result of the foregoing, our net income for the years ended December 31, 2023 and 2022, was approximately $0.2 million and $0.8 million, respectively, with a decrease of $0.6 million or 70.8%. Net profit margin was 4.7% and 13.6%, respectively, for the aforesaid years. B.
Net income As a result of the foregoing, our net income for the years ended December 31, 2024 and 2023 was approximately $8.4 million and $10.3 million, respectively, with a decrease of $1.9 million or 18.4%. Net income margin was 2.5% and 3.2%, respectively for the aforesaid years. B.
Liquidity and capital resources To date, we have financed our operating and investing activities primarily through cash generated from operating activities, IPO and equity financing from institutional investors. As of December 31, 2024, we reported working capital of approximately US$2.2 million and accumulated deficits of approximately US$25.4 million, respectively.
Liquidity and capital resources To date, we have financed our operations primarily through cash flows from operating activities, IPO and equity financing from institutional investors. As of December 31, 2025, we reported working capital of approximately $20.4 million and retained earnings of approximately $2.8 million.
As of December 31, 2023, current assets of $3.8 million comprised cash and cash equivalents of $1.4 million, accounts receivables of $0.1 million, net inventories of $0.7 million, amounts due from related parties of $0.4 million, amount due from former shareholder of $0.6 million, and deposit, prepayments and other receivables of $0.7 million.
As of December 31, 2024, current assets of $107.8 million comprised of cash and cash equivalents of $24.9 million, accounts receivables, net of $66.9 million, inventories, net of $8.0 million, amounts due from related parties of $2.8 million, and deposit, prepayments and other receivables of $5.1 million.
For the year ended December 31, 2024, we had cash inflows of approximately US$2.1 million. As of December 31, 2023, we reported working capital of approximately US$0.5 million and accumulated deficits of approximately US$23.7 million, respectively. For the year ended December 31, 2023, we had cash outflows of approximately US$0.8 million.
For the year ended December 31, 2025, we had aggregate cash inflows of approximately $2.4 million. As of December 31, 2024, we reported working capital of approximately $4.9 million and accumulated deficits of approximately $13.8 million. For the year ended December 31, 2024, we had aggregate cash outflows of approximately $6.6 million.
As of December 31, 2024 and 2023, our cash balance was US$3.4 million and US$1.4 million, respectively.
As of December 31, 2025 and 2024, our cash balance was $27.3 million and $24.9 million, respectively.
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our combined financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an uncombined entity that serves as credit, liquidity or market risk support to such entity.
Furthermore, we do not have any retained or contingent interest in assets transferred to an uncombined entity that serves as credit, liquidity or market risk support to such entity.
We plan to closely monitor and optimize our product-mix from time to time to enhance our gross profit margin. 58 Operating Expenses Our operating expenses consist of sales and distribution expenses, general and administrative expenses and listing expenses.
Our gross profit margin was 63.8%, 59.8% and 64.8% for the years ended December 31, 2025, 2024 and 2023, respectively. We plan to closely monitor and optimize our product-mix from time to time to enhance our gross profit margin. Operating Expenses Our operating expenses consist of sales and distribution expenses, general and administrative expenses and listing expenses.
Asia trading Our cost of goods sold account for 87.5% of our revenue from Asia trading for the year ended December 31, 2024. Gross profit and gross profit margin Our gross profit equals to our revenue less our cost of goods sold. Our gross profit is primarily affected by our ability to generate revenue and the fluctuation of our costs.
Gross profit and gross profit margin Our gross profit equals to our revenues less cost of goods sold. Our gross profit is primarily affected by our ability to generate revenues and the fluctuation of our costs.
Gross profit Singapore retail As a result of the foregoing, gross profit for the years ended December 31, 2024 and 2023 was approximately $2.7 million and approximately $3.6 million, respectively, with a decrease of approximately $0.9 million or 25.1%.
Gross profit As a result of the foregoing, gross profit for the years ended December 31, 2024 and 2023 was approximately $83.0 million and $86.2 million, respectively, with a decrease of approximately $3.2 million or 3.7%, primarily due to the shift in the sales mix among our products.
Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates.
We do not have any variable interest in any uncombined entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.
We do not have any variable interest in any uncombined entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
Net income (loss) As a result of the foregoing, our net loss for the year ended December 31, 2024 was approximately $1.7 million and net income for the year ended December 31, 2023 was approximately $0.2 million.
Net income As a result of the foregoing, our net income for the years ended December 31, 2025 and 2024 was approximately $16.6 million and $8.4 million, respectively.
Investing activity For the years ended December 31, 2024 and 2023, we recorded net cash used in investing activity of $0.1 million and $0.2 million, respectively, which were the purchase of plant and equipment for these years.
Investing activity For the year ended December 31, 2025, we recorded net cash used in investing activities of $2.1 million, being purchase of property, plant and equipment of $1.1 million and advance payment for acquisition of long-term investments of $1.0 million.
Cost of goods sold Our cost of goods sold decreased by approximately $0.8 million, or 36.5%, to approximately $1.4 million for the year ended December 31, 2023 from approximately $2.3 million for the year ended December 31, 2022.
Cost of goods sold increased by $20.5 million, or 8.1%, to $272.6 million for the year ended December 31, 2025 from $252.0 million for the year ended December 31, 2024.
Income (loss) from operations As a result of the aforementioned, our income from operations decreased by approximately $0.5 million, or 71.7%, to approximately $0.2 million for the year ended December 31, 2023, as compared to approximately $0.7 million for the year ended December 31, 2022, which was primarily due to the decrease in our gross profit and increase in sales and distribution expenses during the years. 61 Other income For the years ended December 31, 2023 and 2022, our other income consisted of government grant of $8,564 and $57,084, sundry income of $12,344 and $14,749, respectively, and interest income of $6,132 for the year ended December 31, 2023.
Income from operations As a result of the aforementioned, our income from operations decreased by approximately $7.7 million, or 44.8%, to approximately $9.5 million for the year ended December 31, 2024, as compared to approximately $17.2 million for the year ended December 31, 2023, which was primarily due to the decrease in our gross profit, increase in sales and distribution expenses and listing expenses during the year. 51 Other income (expense) Other income (expense) primarily consists of interest income, government subsidies, foreign exchange gain, net, scrap sofa sale income, sundry income, and offset by interest expense, change in fair value of derivatives financial instruments and sundry expense.
General and administrative expenses For the year ended December 31, 2024, general and administrative expenses were approximately $1.6 million, which increased by approximately $0.5 million when compared to $1.1 million for the preceding year. The increase was mainly due to the increase in the headcount for office staffs of $0.3 million during the year ended December 31, 2024.
Additionally, expenses increased due to higher commission expenses of $1.3 million and an increase in payroll expenses of $0.8 million. General and administrative expenses For the year ended December 31, 2025, general and administrative expenses were approximately $18.3 million, an increase of approximately $1.0 million as compared to $17.3 million for the preceding year.
Our sales and distribution expenses consist primarily of salaries of our sales persons, sales commissions, depreciation of right-of-use assets of our retail stores, and outwards land transports. Sales and distribution expenses account for 44.7%, 45.2% and 33.4% of our revenues for the years ended December 31, 2024, 2023 and 2022, respectively.
Our sales and distribution expenses consist primarily of ocean freights, outwards land transports, salaries of our sales persons, sales commissions, and warranty expenses. Sales and distribution expenses account for 17.6%, 16.3% and 15.8% of our revenues for the years ended December 31, 2025, 2024 and 2023, respectively.
General and administrative expenses For the year ended December 31, 2023, general and administrative was approximately $1.1 million, which represented an increase of $0.2 million, or 16.1%, as compared to approximately $1.0 million for the year ended December 31, 2022.
General and administrative expenses For the year ended December 31, 2024, we incurred general and administrative expenses of approximately $17.3 million, a slight decrease of $0.05 million or 0.3%, as compared to approximately $17.4 million for the year ended December 31, 2023.
The following table sets forth our contractual obligations as of December 31, 2024: Payment Due by Period Lease obligation Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years US$ US$ US$ US$ US$ As of December 31, 2024 3,888,008 1,592,471 2,178,182 117,355 - 64 Off-Balance Sheet Arrangements We have no off-balance sheet financial guarantees nor other off-balance sheet commitments to guarantee the payment obligations of any third parties.
The following table sets forth our contractual obligations as of December 31, 2025: Payment Due by Period Contractual obligations Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years US$ US$ US$ US$ US$ Operating lease obligations 7,497,260 1,924,657 3,229,234 1,031,274 1,312,095 Short-term borrowings 10,389,094 10,389,094 - - - Total 17,886,354 12,313,751 3,229,234 1,031,274 1,312,095 55 Off-Balance Sheet Arrangements We have off-balance sheet financial guarantees but do not have other off-balance sheet commitments to guarantee the payment obligations of any third parties.
For the year ended December 31, 2023, we recorded net cash used in financing activities of $1.4 million, being payments on lease liabilities of $1.0 million and advance to related parties of $0.4 million.
For the year ended December 31, 2023, we recorded net cash used in financing activities of $23.3 million, being proceeds from short-term borrowings of $35.4 million, repayments of short-term borrowings of $54.4 million, advances from related parties of $27.7 million, repayments to related parties of $30.7 million, and increase in amounts due from related parties due to reorganization and scrapping of $1.4 million.
For the year ended December 31, 2023, revenue from sales of leather and fabric upholstered sofa contributed 87.3% of our revenue, and revenue from sales of case goods and accessories contributed 12.7% of our revenue.
For the year ended December 31, 2023, revenue from export sales contributed 95.4% of our revenue, revenue from leather trading contributed 3.0% of our revenue, and revenue from retail sales contributed 1.6% of our revenue.
Working capital The following table sets forth a summary of our working capital as of December 31, 2024 and 2023, respectively: As of December 31, 2023 2024 US$ US$ Current assets 3,780,589 5,146,822 Current liabilities 3,294,245 2,899,412 Net current assets (working capital) 486,344 2,247,410 As of December 31, 2024, current assets $5.1 million comprised cash and cash equivalents of $3.4 million, accounts receivables of $0.2 million, net inventories of $0.6 million, deposit, prepayments and other receivables of $0.9 million, amounts due from related parties of $2,900.
Working capital The following table sets forth a summary of our working capital as of December 31, 2025 and 2024, respectively: As of December 31, 2024 2025 Change US$ US$ US$ % Current assets 107,774,538 125,765,852 17,991,314 16.7 Current liabilities 102,920,770 105,360,761 2,439,991 2.4 Net current assets (working capital) 4,853,768 20,405,091 15,551,323 320.4 As of December 31, 2025, current assets of $125.8 million comprised of cash and cash equivalents of $27.3 million, accounts receivables, net of $76.0 million, inventories, net of $9.6 million, deposit, prepayments and other receivables of $5.9 million, and amounts due from related parties of $7.0 million.
Our gross profit margin was 68.1%, 71.7% and 62.1% for the years ended December 31, 2024, 2023 and 2022, respectively. Asia trading Our gross profit was $21,923 for the year ended December 31, 2024. Our gross profit margin was 12.5% for the year ended December 31, 2024.
Our gross profit margin was 28.2%, 25.5% and 26.5% for the years ended December 31, 2025, 2024 and 2023, respectively. Leather Trading Our gross profit was $0.7 million, $0.9 million and $0.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Current liabilities of $3.3 million comprised accounts payable of $1.0 million, customer deposits of $0.8 million, accrued liabilities and other payables of $0.2 million, and lease liabilities of $1.2 million.
Current liabilities of $102.9 million comprised of accounts payable of $2.7 million, accounts payable, related parties of $72.7 million, customer deposits of $0.9 million, accrued liabilities and other payables of $4.4 million, short-term borrowings of $15.3 million, amounts due to related parties of $0.3 million, warranty liabilities of $2.1 million, income tax payable of $2.5 million, and lease liabilities, current portion of $2.1 million.
Change in operating assets and liabilities primarily included increase in accounts receivable of $91,047, decrease in inventories of $27,145 and increase in deposits, prepayments and other receivables of $37,316, being partially offset by decrease in accounts payable of $25,760, increase in customer deposits of $85,559 and decrease in accrued liabilities and other payables of $4,164.
Change in operating assets and liabilities primarily included increase in accounts receivables of $9.6 million, increase in inventories of $2.1 million, increase in deposits, prepayments and other receivables of $0.1 million, decrease in accrued liabilities and other payables of $0.06 million, decrease in warranty liabilities of $6.3 million, and being offset by increase in accounts payable of $2.0 million, and increase in income tax payable of $1.3 million.
Income (loss) from operations As a result of the aforementioned, our loss from operations was approximately $1.8 million for the year ended December 31, 2024, and income from operations was approximately $0.2 million for the preceding year.
Income from operations As a result of the aforementioned, our income from operations was approximately $19.4 million for the year ended December 31, 2025, and $9.5 million for the preceding year. The increase of approximately $9.9 million or 103.7% was primarily due to the increase in our gross profit, reflecting an increase in sales during the year.
Years ended December 31, 2022 2023 2024 US$ % of revenue US$ % of revenue US$ % of revenue Singapore retail 2,260,821 37.9 1,436,172 28.3 1,273,565 31.9 Asia trading - - - - 152,764 87.5 Cost of goods sold 2,260,821 37.9 1,436,172 28.3 1,426,329 34.2 57 Singapore retail Our cost of goods sold account for 31.9%, 28.3% and 37.9% of our revenue from Singapore retail for the years ended December 31, 2024, 2023 and 2022, respectively.
Leather trading Our cost of goods sold account for 96.2%, 95.3% and 95.5% of our revenue from leather trading for the years ended December 31, 2025, 2024 and 2023, respectively. Retail sales Our cost of goods sold account for 36.2%, 40.2% and 35.2% of our revenue from retail sales for the years ended December 31, 2025, 2024 and 2023, respectively.
During the year ended December 31, 2024, gross profit margin was 68.1%, as compared to the gross profit margin at 71.7% for the year ended December 31, 2023, decreased by 3.6%, primarily due to a shift in the sales mix among our products.
During the year ended December 31, 2025, gross profit margin was 27.9%, as compared to 24.8% for the year ended December 31, 2024, increased by 3.1%.
Sales and distribution expenses For the year ended December 31, 2023, sales and distribution expenses were approximately $2.3 million, which increased by approximately $0.3 million or 15.0% from approximately $2.0 million for the preceding year.
Sales and distribution expenses For the year ended December 31, 2024, sales and distribution expenses were approximately $54.7 million, which increased by approximately $3.1 million or 6.0% from approximately $51.6 million for the preceding year. The increase was mainly due to increases in the salaries of our salespersons, higher warranty expenses, increase in ocean freights and inland trucking costs.
Sales and distribution expenses For the year ended December 31, 2024, sales and distribution expenses were approximately $1.9 million, which decreased by approximately $0.4 million from $2.3 million for the preceding year. The decrease was mainly due to the reimbursement of marketing support of $1 million from a related party for the opening of two new retail stores.
The increase was mainly due to the increase in the headcounts for office staff of $1.2 million during the year ended December 31, 2025. Listing expenses For the year ended December 31, 2025, listing expenses were approximately $1.3 million, a slight decrease of approximately $0.1 million as compared to $1.4 million for the preceding year.
For the year ended December 31, 2022, revenue from sales of leather and fabric upholstered sofa contributed 88.2% of our revenue, and revenue from sales of case goods and accessories contributed 11.8% of our revenue.
For the year ended December 31, 2024, revenue from export sales contributed 93.1% of our revenue, revenue from leather trading contributed 5.5% of our revenue, and revenue from retail sales contributed 1.4% of our revenue.
Financing activities For the year ended December 31, 2024, we recorded net cash provided by financing activities of $3.2 million, being payments on lease liabilities of $1.3 million, proceeds from initial public offering, net of expenses of $3.6 million, repayment from related parties of $0.4 million and repayment from former shareholder of $0.5 million.
For the year ended December 31, 2024, we recorded net used in financing activities of $5.5 million, being proceeds from short-term borrowings of $40.8 million, repayments of short-term borrowings of $26.5 million, advances from related parties of $20.8 million, repayments to related parties of $20.4 million, increase in amounts due from related parties due to reorganization and scrapping of $11.9 million, dividend paid to common shareholders of $11.8 million, and net proceeds from initial public offering of $3.6 million.
Gross profit As a result of the foregoing, gross profit for the years ended December 31, 2023 and 2022 was approximately $3.6 million and $3.7 million, respectively, with a decrease of approximately $76,114 or 2.1%.
The increase in cost of goods sold was primarily attributable to the increase in our revenues. 49 Gross profit As a result of the foregoing, gross profit for the years ended December 31, 2025 and 2024 was approximately $105.3 million and $83.0 million, respectively, with an increase of approximately $22.3 million or 26.8%.
Cost of goods sold Singapore retail Our cost of goods sold decreased by $0.2 million or 11.3%, from approximately $1.4 million for the year ended December 31, 2023, to approximately $1.3 million for the year ended December 31, 2024, which remained steady in these two years. 59 Asia trading Our cost of goods sold were $0.1 million for the year ended December 31, 2024.
For the year ended December 31, 2024, rising inflation and weakened consumer sentiment had impacted our performance. Cost of goods sold Our cost of goods sold increased by approximately $12.3 million, or 5.1%, from approximately $239.7 million for the year ended December 31, 2023 to $252.0 million for the year ended December 31, 2024.
Current liabilities of $2.9 million comprised accounts payable of $0.3 million, customer deposits of $0.7 million, accrued liabilities and other payables of $0.5 million, and lease liabilities of $1.4 million. As a result of the foregoing, working capital as of December 31, 2024 was $2.2 million.
Current liabilities of $105.4 million comprised of accounts payable of $4.5 million, accounts payable, related parties of $74.9 million, customer deposits of $1.2 million, accrued liabilities and other payables of $6.1 million, short-term borrowings of $10.4 million, warranty liabilities of $2.2 million, derivatives financial instruments of $0.07 million, income tax payable of $4.2 million, and lease liabilities, current portion of $1.9 million.
See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.
The accounting policies that involve critical accounting estimates include the following: (i) revenue recognition; (ii) accounts receivable, net; (iii) inventories; (iv) impairment of long-lived assets; (v) leases; and (vi) income taxes. See Note 2 — Summary of Significant Accounting Policies to our consolidated and combined financial statements for the disclosure of these accounting policies.
Ltd. (related party) 850,935 60 % 48,324 HTL Furniture (China) Co., Ltd (related party) 152,764 11 % 153,967 65 Year ended December 31, 2023 As of December 31, 2023 Vendor Cost of goods sold Percentage of cost of goods sold Accounts payable US$ US$ HTL Marketing Pte. Ltd.
(related party) 107,053,182 42 % 10,998,808 HTL Furniture (Changshu) Co., Ltd. (related party) 74,784,827 30 % 32,467,504 HTL Furniture (Kunshan) Co., Ltd. (related party) 32,054,553 13 % 18,118,921 Year ended December 31, 2023 As of December 31, 2023 Vendor Cost of goods sold Percentage of cost of goods sold Accounts payable US$ US$ HTL Furniture (China) Co., Ltd.
Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of $56,250, depreciation of right-of-use assets of $0.9 million, loss on written off of inventories of $6,939, provision for reinstatement cost of $7,253 and unrealized foreign exchange losses of $23,053.
Adjustments for non-cash items mainly consisted of depreciation of property, plant and equipment of $0.2 million, amortization of operating right-of-use assets of $1.9 million, allowance for obsolete inventories of $0.3 million, written-off inventories of $0.05 million, benefit for deferred income taxes of $0.1 million, provision for warranty liabilities of $6.1 million, reversal of reinstatement cost of $0.05 million, non-cash lease expense of $1.9 million, change in fair value of derivative financial instruments of $0.4 million, and written-off of property, plant and equipment of $0.01 million.
As a result of the foregoing, working capital as of December 31, 2023 was $0.5 million. 62 CASH FLOWS The following table sets forth a summary of our cash flows for the years indicated: Years ended December 31, 2022 2023 2024 US$ US$ US$ Net cash provided by (used in) operating activities 1,734,126 894,784 (1,021,680 ) Net cash used in investing activity (14,561 ) (247,511 ) (124,243 ) Net cash (used in) provided by financing activities (921,528 ) (1,431,833 ) 3,188,658 Effect on exchange rate change on cash and cash equivalents 11,456 (649 ) 33,293 Net change in cash and cash equivalents 809,493 (785,209 ) 2,076,028 BEGINNING OF YEAR 1,341,947 2,151,440 1,366,231 END OF YEAR 2,151,440 1,366,231 3,442,259 Operating activities For the year ended December 31, 2024, we recorded net cash used in operating activities of $1.0 million, which consisted of net loss of $1.7 million as adjusted for non-cash items and change in operating assets and liabilities.
As a result of the foregoing, working capital as of December 31, 2024 was $4.9 million. 52 CASH FLOWS The following table sets forth a summary of our cash flows for the years indicated: Years ended December 31, 2023 2024 2025 US$ US$ US$ Net cash provided by operating activities 18,843,730 384,538 13,479,592 Net cash used in investing activities (275,742 ) (515,509 ) (2,136,453 ) Net cash used in financing activities (23,278,934 ) (5,527,866 ) (9,377,770 ) Effect on exchange rate change on cash and cash equivalents (74,709 ) (905,513 ) 450,101 Net change in cash and cash equivalents (4,785,655 ) (6,564,350 ) 2,415,470 BEGINNING OF YEAR 36,210,626 31,424,971 24,860,621 END OF YEAR 31,424,971 24,860,621 27,276,091 Operating activities For the year ended December 31, 2025, we recorded net cash provided by operating activities of $13.5 million, which consisted of net income of $16.6 million as adjusted for non-cash items and change in operating assets and liabilities.
For the years ended December 31, 2023 and 2022, respectively, we recorded net cash used in investing activity of $0.2 million and $14,561 which were the purchase of plant and equipment for these years.
For the years ended December 31, 2024 and 2023, we recorded net cash used in investing activities of $0.5 million and $0.3 million, respectively which comprised of the purchase of property, plant and equipment for these years. 53 Financing activities For the year ended December 31, 2025, we recorded net cash used in financing activities of $9.4 million, being proceeds from short-term borrowings of $56.9 million, repayments of short-term borrowings of $61.7 million, advances from related parties of $12.3 million, repayments to related parties of $21.1 million, and decrease in amount due from related parties due to reorganization and scrapping of $4.3 million.
Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of $0.1 million, depreciation of right-of-use assets of $1.4 million, loss on written off of plant and equipment of $63, loss on written off of inventories of $32,655 and unrealized foreign exchange losses of $13,257.
Adjustments for non-cash items mainly consisted of depreciation of property, plant and equipment of $0.1 million, amortization of operating right-of-use assets of $1.5 million, allowance for obsolete inventories of $0.4 million, written-off inventories of $0.4 million, provision for deferred income taxes of $0.06 million, provision for allowance for expected credit losses of $0.1 million, provision for warranty liabilities of $4.4 million, provision for reinstatement cost of $0.3 million, non-cash lease expense of $1.7 million, and change in fair value of derivative financial instruments of $(2.8) million.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2024 Revenue Singapore retail Our revenues decreased by approximately $1.1 million or 21.2%, from approximately $5.1 million for the year ended December 31, 2023 to approximately $4.0 million for the year ended December 31, 2024, primarily attributable to the decrease in the sale of our leather and fabric upholstered home furniture products.
For the year ended December 31, 2024, our total other income, net increased $6.4 million or 126.3% to approximately $1.3 million as compared to the total other expense, net of $5.0 million for the preceding year.
Removed
Overview HomesToLife Ltd is an exempted company with limited liability incorporated under the laws of Cayman Islands (“we,” “us,” “our,” “HomesToLife Cayman,” or the “Company”). Our major operating company, HomesToLife Pte. Ltd. (“HomesToLife Singapore”), is one of the leading home furniture retailers that offers and sells customized furniture solutions in Singapore under the brand of “HomesToLife”.
Added
Overview HomesToLife Ltd was incorporated in the Cayman Islands with limited liability under the Companies Act on February 16, 2024.
Removed
Currently, we have six retail store locations, and among furniture companies that sell furniture manufactured from China and other Asian countries, HomesToLife Singapore is one of the largest in Singapore by the number of retail store locations. It has helped homeowners create living spaces that reflect their individuality since 2014.
Added
The Company, through its subsidiaries, is principally engaged in the sale and distribution of leather upholstered furniture, such as, sofas, armchairs, recliners, and related accessories, with its unique design and craftmanship, throughout a network of retail stores under six brand names in Europe, the North America, and Asia.
Removed
Its product offerings include leather and fabric upholstered furniture, case goods and accessories, and offers a one-stop shop for retail customers to furnish their homes. HomesToLife Singapore offers and sells selected our products and brands of luxury contemporary furniture in Singapore, as well as products supplied by trusted third party suppliers.
Added
On May 5, 2025, the Company entered into a definitive sale and purchase agreement (the “Sale and Purchase Agreement”) with New Century International Homes Pte Ltd (“New Century”) to acquire 100% of equity interests in HTL Marketing Pte Ltd (“HTL Marketing”).
Removed
In the fiscal years ended December 31, 2024, 2023 and 2022, pursuant to a 20-year exclusive Products Supply Agreement, with the exclusive period commencing from January 4, 2021, HomesToLife Singapore has with HTL Marketing Pte. Ltd. (“HTL Marketing”), a company of HTL Group ( collectively all of the entities controlled or owned by our controlling shareholders and Chairman/Vice Chairman, Messrs.
Added
Under the terms of the Sale and Purchase Agreement, in exchange for acquiring HTL Marketing, the Company issued 75,000,000 ordinary shares to New Century, par value US$0.0001 per share (the “Ordinary Shares”), which are subjected to two-year lock-up restrictions. This transaction was closed on May 19, 2025.
Removed
Phua Yong Pin and Phua Yong Tat), it secured a long-term and reliable supply of leather and fabric upholstered furniture from partners within the HTL Group in different parts of China, and was able to offer its customers a wide selection of design, leather and fabric materials, configuration and function of sofas.
Added
As at the date of acquisition, HTL Marketing directly and indirectly holds the following eight subsidiaries: - New Century Furniture Pte. Ltd. - HTL (UK) Limited - HTL France SAS - HTL ANZ PTY LTD - HTL Korea Co., Ltd - Hwa Tat Lee Japan Co., Ltd - Terasoh Co., Ltd - HTL Taiwan Holding Pte.
Removed
Another subsidiary, HTL FE, is dedicated to sourcing, distributing, and delivering premium furniture and related products to both consumer and business sectors across the Asia-Pacific region.
Added
Ltd On May 5, 2025, HTL Marketing and certain related parties entered into a deed of global settlement involving debt restructuring under the corporate reorganization exercise. The Company and HTL Marketing were controlled by common shareholders prior to this acquisition.
Removed
Initial Public Offering (“IPO”) On October 2, 2024, we consummated our IPO of an aggregate of 1,437,500 ordinary shares at a price of US$4.00 per share to the public, including 187,500 shares sold upon full exercise of the underwriter’s option to purchase additional shares, for a total of US$5.75 million of gross proceeds, before deducting underwriting discounts and estimated offering expenses.
Added
Accordingly, the transaction was accounted for as a transfer of business between entities under common control in accordance with ASC 805-50. In accordance with ASC 805-50-45-5, the accompanying consolidated and combined financial statements have been retrospectively adjusted to present the results of the entities as if the current corporate structure had existed since the beginning of the earliest period presented.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

20 edited+7 added−10 removed51 unchanged
Phua has over 40 years of experience in the furniture industry. Since September 2020, Mr. Phua has been the Chairman of the HTL Group. From April 2020 to September 2020, Mr. Phua was a consultant of the HTL Group. From April 2010 to March 2020, Mr. Phua was the Group Chairman of the HTL Group.
Mr. Phua has over 40 years of experience in the furniture industry. Since September 2020, Mr. Phua has been the Chairman of the HTL Group. From April 2020 to September 2020, Mr. Phua was a consultant of the HTL Group. From April 2010 to March 2020, Mr. Phua was the Group Chairman of the HTL Group.
The audit committee is responsible for, among other things: ● reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; 71 ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● establishing and overseeing procedures for the handling of complaints and whistleblowing; and ● meeting separately and periodically with management and the independent registered public accounting firm.
The audit committee is responsible for, among other things: ● reviewing and recommending to our board for approval, the appointment, re-appointment or removal of the independent auditor, after considering its annual performance evaluation of the independent auditor; ● approving the remuneration and terms of engagement of the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors at least annually; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; 62 ● discussing with our independent auditor, among other things, the audits of the financial statements, including whether any material information should be disclosed, issues regarding accounting and auditing principles and practices; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● approving annual audit plans, and undertaking an annual performance evaluation of the internal audit function; ● establishing and overseeing procedures for the handling of complaints and whistleblowing; and ● meeting separately and periodically with management and the independent registered public accounting firm.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; 72 ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experiences, expertise, diversity and availability of service to us; ● developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and ● evaluating the performance and effectiveness of the board as a whole.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; 63 ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experiences, expertise, diversity and availability of service to us; ● developing and recommending to our board such policies and procedures with respect to nomination or appointment of members of our board and chairs and members of its committees or other corporate governance matters as may be required pursuant to any SEC or Nasdaq rules, or otherwise considered desirable and appropriate; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; and ● evaluating the performance and effectiveness of the board as a whole.
Mr. Phua oversees the HTL Group’s overall management, merger and acquisition and corporate/commercial transaction matters, and is responsible for overseeing the PRC-based manufacturing and retail operations of HTL Group. Mr. Phua is one of the founders of the Company and the HTL Group, and has committed to expanding and promoting the Company’s business for upholstered furniture. Mr.
Mr. Phua oversees the HTL Group’s overall management, merger and acquisition and corporate/commercial transaction matters, and is responsible for overseeing the PRC, Vietnam and India based manufacturing and retail operations of HTL Group. Mr. Phua is one of the founders of the Company and the HTL Group, and has committed to expanding and promoting the Company’s business for upholstered furniture.
She has also been a CFA charter holder since 2010. 68 Family relationships Phua Yong Pin and Phua Yong Tat are brothers who co-founded the HTL Group more than 40 years ago. Phua Mei Ming is the oldest daughter of Phua Yong Tat.
She has also been a CFA charter holder since 2010. 60 Family relationships Phua Yong Pin and Phua Yong Tat are brothers who co-founded the HTL Group more than 40 years ago. Phua Mei Ming is the oldest daughter of Phua Yong Tat.
The employment agreements also contain other customary terms and provisions. We also entered into director agreements with each of our independent directors which agreements set forth the terms and provisions of their engagement. 73 D. Employees See “—B. Business Overview.” E.
The employment agreements also contain other customary terms and provisions. We also entered into director agreements with each of our independent directors which agreements set forth the terms and provisions of their engagement. 64 D. Employees See “—B. Business Overview.” E.
Dai will serve as chairman of the compensation committee and as a member of the audit and nomination committees. Ms. Dai has 20 years of experience in international capital markets, with expertise spanning IPOs, fundraising, investment, M&A, financial management, and business development across regions. Since January 2025, Ms. Dai has been a founder and director of Montavian Pte.
Dai serves as chairman of the compensation committee and as a member of the audit and nomination committees. Ms. Dai has 20 years of experience in international capital markets, with expertise spanning IPOs, fundraising, investment, M&A, financial management, and business development across regions. Since January 2025, Ms. Dai has been a founder and director of Montavian Pte.
Equity Incentive Plan We have not granted any equity awards to our directors or executive officers during the years ended December 31, 2024, 2023, and 2022.
Equity Incentive Plan We have not granted any equity awards to our directors or executive officers during the years ended December 31, 2025, 2024, and 2023.
Lee Ai Ming) began serving as our independent Director on September 30, 2024, when the registration statement for our initial public offering was declared effective. Mrs. Lee will serve as chairman of the nomination committee and as a member of the audit and compensation committees. Mrs.
Lee Ai Ming) began serving as our independent Director on September 30, 2024, when the registration statement for our initial public offering was declared effective. Mrs. Lee serves as chairman of the nomination committee and as a member of the audit and compensation committees. Mrs.
Lee is presently an advocate and solicitor of the Supreme Court of Singapore, and a senior consultant at Dentons Rodyk & Davidson LLP (formerly Rodyk & Davidson LLP), where she has practiced law from 1982. Prior to joining Dentons Rodyk & Davidson LLP, Mrs. Lee practiced law at Francis T Seow from 1978 to 1982. Mrs.
Lee was an advocate and solicitor of the Supreme Court of Singapore, and a senior consultant at Dentons Rodyk & Davidson LLP (formerly Rodyk & Davidson LLP), where she practiced law from 1982 to March 2025. Prior to joining Dentons Rodyk & Davidson LLP, Mrs. Lee practiced law at Francis T Seow from 1978 to 1982. Mrs.
Apart from the above, none of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. B. Compensation Compensation of Directors and Executive Officers HomesToLife Cayman was incorporated in 2024.
Apart from the above, none of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. B. Compensation Compensation of Directors and Executive Officers HomesToLife Cayman was incorporated in 2024. Prior to August 1, 2024, we did not pay our executive officers.
Chew Kwang Yong, pursuant to which such individuals are employed as an executive officer for a continuous term unless we or the executive officer gives prior notice to terminate such employment in accordance with the employment agreement.
Chew Kwang Yong, pursuant to which such individuals are employed as an executive officer for a continuous term unless we or the executive officer gives prior notice to terminate such employment in accordance with the employment agreement. Our employment agreement with Mr. Chew Kwang Yong was terminated on November 19, 2025, upon the advance notice by Mr. Chew.
Mr. Wang serves as chairman of the audit committee and as a member of the compensation and nomination committees. Mr. Wang has more than 15 years’ experience in the investments and venture finance industry. Mr.
Jun Wang began serving as our independent Director on February 19, 2025. Mr. Wang serves as chairman of the audit committee and as a member of the compensation and nomination committees. Mr. Wang has more than 15 years’ experience in the investments and venture finance industry. Mr.
Directors and Executive officers Age Position Phua Yong Pin 77 Chairman and Director Phua Yong Tat 73 Vice Chairman and Director Phua Mei Ming 47 Chief Executive Officer Chew Kwang Yong 51 Chief Financial Officer Jun Wang (1)(2)(3) 42 Independent non-executive director Lee Ai Ming (1)(2)(3) 70 Independent non-executive director Sophia Dai (1)(2)(3) 43 Independent non-executive director (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nomination Committee Below is a summary of the business experiences of each our executive officers and directors: Phua Yong Pin is the Chairman and a director of the Company.
Directors and Executive officers Age Position Phua Yong Pin 78 Chairman and Director Phua Yong Tat 74 Vice Chairman and Director Phua Mei Ming 48 Chief Executive Officer Chai Zhengjie “Jeff” 54 Interim Chief Financial Officer Jun Wang (1)(2)(3) 43 Independent non-executive director Lee Ai Ming (1)(2)(3) 71 Independent non-executive director Sophia Dai (1)(2)(3) 44 Independent non-executive director (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nomination Committee Below is a summary of the business experiences of each our executive officers and directors: Phua Yong Pin is the Chairman and a director of the Company.
Ltd. (3) 1,237,500 8.4 (1) Unless otherwise noted, the business address of each of the above entities or individuals is 6 Raffles Boulevard, #02-01/02, Marina Square, Singapore 039594. (2) Each of Phua Yong Pin and Phua Yong Tat indirectly owns 50% of Golden Hill Capital Ltd.
Ltd. (2) 75,000,000 83.6 * Less than 1%. (1) Unless otherwise noted, the business address of each of the above entities or individuals is 6 Raffles Boulevard, #02-01/02, Marina Square, Singapore 039594. (2) Each of Phua Yong Pin and Phua Yong Tat indirectly owns 50% of Golden Hill Capital Ltd and of New Century International Homes Pte. Ltd.
We do not have a share incentive program to provide for grants of awards to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. We have no service contracts with any of our directors providing for benefits upon termination of employment.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. We have no service contracts with any of our directors providing for benefits upon termination of employment. In the year ended December 31, 2025, the compensation paid to our directors and executive officers was $1,425,811.
Shares Beneficially Owned As of March 31, 2025 Name of Beneficial Owners (1) Number % Directors and Executive Officers: Phua Yong Pin (2) 5,006,250 34.1 Phua Yong Tat (2) 5,006,250 34.1 Phua Mei Ming - - Chew Kwang Yong (3) 1,237,500 8.4 Jun Wang - - Lee Ai Ming - - Sophia Dai - - All directors and executive officers as a group (7 persons) 11,250,000 76.6 5% shareholders: Golden Hill BVI (2) 10,012,500 68.2 Summer Capital Pte.
Shares Beneficially Owned Name of Beneficial Owners (1) Number % Directors and Executive Officers: Phua Yong Pin (2) 42,506,250 47.4 Phua Yong Tat (2) 42,506,250 47.4 Phua Mei Ming - - Chai Zhengjie “Jeff” 625 * Jun Wang - - Lee Ai Ming - - Sophia Dai - - All directors and executive officers as a group (7 persons) 85,013,125 94.8 5% shareholders: Golden Hill BVI (2) 10,012,500 11.2 New Century International Homes Pte.
As such, Chew Kwang Yong is deemed to beneficially own 1,237,500 Shares held through Summer Capital Pte. Ltd. The mailing address for Summer Capital Pte. Ltd. is 229 Mountbatten Road, #01-01, Mountbatten Square, Singapore, 398007. F. Disclosure of a registrant’s action to recover erroneously awarded compensation. N/A 74
As such, Phua Yong Pin and Phua Yong Tat are deemed to jointly beneficially own 85,012,500 Shares held through Golden Hill BVI. The mailing address for Golden Hill BVI and of New Century International Homes Pte. Ltd. is 229 Mountbatten Road, #03-44/45, Singapore 398007. F. Disclosure of a registrant’s action to recover erroneously awarded compensation. N/A 65
Her strategic vision and adept leadership have contributed to the Company’s growth, evident in her track record of driving sales and fostering organizational development. 67 Chew Kwang Yong is the Chief Financial Officer of the Company, and is also a director of several HTL Group companies.
Her strategic vision and adept leadership have contributed to the Company’s growth, evident in her track record of driving sales and fostering organizational development. 59 Chai Zhengjie “Jeff” is the interim Chief Financial Officer of the Company, a position he was appointed to on November 19, 2025, following the departure of the Company’s previous Chief Financial Officer. Mr.
The Plan will terminate on the 10 year anniversary of its adoption by the Board. 69 Incentive Compensation We do not maintain any cash incentive or bonus programs and did not maintain any such programs during the year ended December 31, 2024, 2023 and 2022.
The Plan will terminate on the 10 year anniversary of its adoption by the Board. 61 Incentive Compensation We maintain performance-based bonus and sales incentive schemes for eligible employees. C. Board Practices Board of Directors Our board of directors consists of 5 directors.
Removed
He is also a shareholder and a director of several other companies including but not limited to X-INVESTMENT PTE. LTD., HMB PTE. LTD., LANDMARK INVESTMENT PTE. LTD. and SUMMER CAPITAL PTE. LTD. Mr. Chew has over 27 years of experience in financial management and audit.
Added
Chai has served as the CFO and secretary of HTL Furniture Inc., a U.S. company which is a related party of the Company, since January 2024. Mr. Chai has also served as Regional VP of Finance for a few subsidiaries of the Company since January 2024. Mr.
Removed
In January 2022, he founded Robert Chew Consulting Pte Ltd and Run Zhi Hua Li (Shanghai) Co. Ltd., and provided consultancy and advisory to corporates regionally until he started working with the Company in 2024. Mr. Chew also founded Hua Li Century (Yangzhou) Co Ltd in January 2021 and provided advisory and consulting services until December 2022. Mr.
Added
Chai was the CFO, secretary and VP of Finance and Operations of HTL Furniture Inc. from September 2020 to December 2023. Mr.
Removed
Chew joined HTL Group in March 2006, serving in various positions including financial controller, chief operating officer, chief financial officer and chief executive officer of various subsidiaries of the HTL Group. From April 2004 to February 2006, Mr. Chew worked at Zhonghui Holdings Ltd.
Added
Chai received his bachelor of science degree in Accountancy from Boise State University in 2004, a Master of Business Administration degree from Boise State University in 1999, and a bachelor of engineering in International Business and Automatic Control Engineering degree from Shanghai Jiao Tong University in 1994. Mr. Chai is a licensed Certified Public Accountant.
Removed
(a former listed company on the Singapore Exchange Limited (“SGX”)) where he served as Chief Financial Officer. From November 2001 to April 2004, he was a senior cost accountant at GlaxoSmithKline Pte. Ltd., overseeing the finance department and maintaining a full set of accounts.
Added
We entered into employment agreements with our Chief Executive Officer, Phua Mei Ming, and former Chief Financial Officer, Chew Kwang Yong, on August 1, 2024, under which they receive nominal remuneration.
Removed
He started his career in December 1996 at PricewaterhouseCoopers, performing audit assurance services for a wide scope of industries. Mr. Chew was awarded a Diploma in Business from Temasek Polytechnic of Singapore in June 1994. In June 1997, he obtained a qualification from the Association of Chartered Accountants. Jun Wang began serving as our independent Director on February 19, 2025.
Added
The majority of the compensation of Phua Mei Ming and of Chew Kwang Yong prior to his departure from the Company, are paid by other companies within the HTL Group.
Removed
For the years ended December 31, 2024, 2023 and 2022, our operating subsidiaries, HomesToLife Singapore and HTL FE, did not directly pay its executive officers. Rather, the compensation of its executive officers was paid by other companies within the HTL Group.
Added
As the interim Chief Financial Officer, Chai Zhengjie “Jeff” signed an employment agreement with HTL Furniture Inc., a U.S. company which is a related party of the Company, and his compensation has been paid by HTL Furniture Inc.
Removed
Director and Executive Officer Compensation Table The following table sets forth information regarding the compensation paid to our directors and our executive officers during the year ended December 31, 2024, 2023 and 2022.
Added
As the interim Chief Financial Officer, Chai Zhengjie “Jeff” signed an employment agreement with HTL Furniture Inc., a U.S. company which is a related party of the Company.
Removed
Compensation Paid Name and Principal Position Years ended December 31, Salary (US$) Bonus (US$) Other Compensation (US$) Total (US$) Phua Yong Pin, Director and Chairman 2024 - - - - 2023 - - - 2022 - - - - Phua Yong Tat, Director and Vice-Chairman 2024 - - - - 2023 - - - - 2022 - - - Phua Mei Ming, Chief Executive Officer 2024 - - - - 2023 - - - 2022 - - - - Chew Kwang Yong, Chief Financial Officer 2024 - - - - 2023 - - - 2022 - - - - Jun Wang, Independent Director (1) 2024 - - - - 2023 - - - - 2022 - - - - Lee Ai Ming, Independent Director 2024 7,500 - - 7,500 2023 - - - - 2022 - - - - Sophia Dai, Independent Director (2) 2024 - - - - 2023 - - - - 2022 - - - - Lai Kuan Loong “Victor”, Former Independent Director (3) 2024 7,500 - - 7,500 2023 - - - - 2022 - - - - Sim Mong Keang “Kenny”, Former Independent Director (4) 2024 7,500 - - 7,500 2023 - - - - 2022 - - - - (1) Jun Wang was appointed as our Independent Director on February 19, 2025. 70 (2) Sophia Dai was appointed as our Independent Director on February 19, 2025.
Removed
(3) Lai Kuan Loong “Victor” resigned as our Independent Director on February 19, 2025. His resignation was due to other commitments. (4) Sim Mong Keang “Kenny” resigned as our Independent Director on February 18, 2025. His resignation was due to other commitments. C. Board Practices Board of Directors Our board of directors consists of 5 directors.
Removed
As such, each of Phua Yong Pin and Phua Yong Tat is deemed to beneficially own 5,006,250 Shares held through Golden Hill BVI. The mailing address for Golden Hill BVI is 229 Mountbatten Road, #03-44/45, Singapore 398007. (3) Chew Kwang Yong, our Chief Financial Officer, controls Summer Capital Pte. Ltd.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

5 edited+20 added−7 removed2 unchanged
The amounts are unsecured, interest-free and due on demand. 76 In the ordinary course of business, during the years ended December 31, 2022, 2023 and 2024, the Company has involved with transactions, either at cost or current market prices and on the normal commercial terms among related parties.
(d) These balances represented non-trade temporary advances, which are unsecured, interest-free and has no fixed terms of repayment. 67 In the ordinary course of business, during the years ended December 31, 2023, 2024 and 2025, the Company has involved with transactions, either at cost or current market prices and on the normal commercial terms among related parties.
Nature of relationships with related parties: Name of related party Relationship with the Company Golden Hill Capital Pte. Ltd. Intermediate holding company of the Company, which is controlled by two controlling shareholders Golden Hill Capital Ltd. Immediate holding company of the Company, which is controlled by two controlling shareholders New Century International Homes Pte. Ltd.
Nature of relationships with related parties: Name of related party Relationship with the Company New Century International Homes Pte. Ltd. Controlling shareholder Golden Hill Capital Pte. Ltd. (“GHC”) Major shareholder Golden Hill Capital Ltd. Indirect major shareholder Gruppo 8 S.R.L. Entity controlled by two common controlling beneficial shareholders H.T.L. Furniture, Inc.
(b) As of December 31, 2023 and 2024, the balances represented trade payable from the purchase of goods under the normal course of business. The amounts are unsecured, interest-free and due on demand. (c) As of December 31, 2023, the balance due from New Century International Homes Pte. Ltd. represented the temporary advances by the Company for non-trade purpose.
(b) These balances represented non-trade temporary advances made by the Company, which are unsecured, interest-free and repayable on demand. (c) Accounts payable due to related parties represented trade payables from the purchase of goods to the Company in the normal course of business, which are unsecured, interest-free and payable on demand.
Entity controlled by two controlling shareholders HTL Manufacturing Pte. Ltd. Entity controlled by two controlling shareholders HTL Marketing Pte. Ltd. Entity controlled by two controlling shareholders HTL Furniture (China) Co., Ltd.
Entity controlled by two common controlling beneficial shareholders HTL Furniture (Changshu) Co., Ltd. Entity controlled by two common controlling beneficial shareholders HTL Sofa (Kunshan) Co., Ltd. Entity controlled by two common controlling beneficial shareholders HTL Furniture (Yangzhou) Co., Ltd. Entity controlled by two common controlling beneficial shareholders HTL Furniture (Huaian) Co., Ltd.
The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): For the years ended December 31, From January 1, 2025, to March 31, 2022 2023 2024 2025 US$ US$ US$ US$ Name of related party Nature HTL Korea Co., Ltd Sales of goods - - 14,562 380,757 Commission Expense - - - 12,000 Travelling Expense - - - 126 Hwa Tat Lee Japan Co., Ltd Sales of goods - - 160,125 1,656,156 Commission Expense - - - 2,281 HTL Furniture (China) Co., Ltd Purchase of goods - - 152,764 5,465,289 HTL Import/Export Trading (Kunshan) Co., Ltd Purchase of goods - - - 16,942 HTL Manufacturing Pte.
The following table provides the transactions with these parties for the years as presented (for the portion of such period that they were considered related): Years ended December 31, 2023 2024 2025 From January 1, 2026, to February 28, 2026 Name of related parties Nature HTL Furniture Inc Sale of Sofa $ 168,910 $ 212,654 $ 143,808 $ 1,558 New Century Trading （ India ） Private Limited Sale of Sofa 217 2,273,588 2,660,281 205,338 Corium Italia S.R.L Sale of Sofa (1,607 ) - - - HTL Leather Trading (Yangzhou) Co., Ltd.
Removed
Entity controlled by two controlling shareholders HTL Import/Export Trading (Kunshan) Co., Ltd Entity controlled by two controlling shareholders New Century Sofa India Private Limited Entity controlled by two controlling shareholders New Century Trading (India) Private Limited Entity controlled by two controlling shareholders Hwa Tat Lee Japan Co., Ltd Entity controlled by two controlling shareholders HTL Korea Co., Ltd Entity controlled by two controlling shareholders 75 Related party balances consisted of the following: US$ As of December 31, As of March 31, 2023 2024 2025 Name of related party Nature HTL Marketing Pte.
Added
Entity controlled by two common controlling beneficial shareholders Corium Italia S.R.L. Entity controlled by two common controlling beneficial shareholders HTL Global Pte. Ltd. Entity controlled by two common controlling beneficial shareholders New Century Trading (India) Private Limited Entity controlled by two common controlling beneficial shareholders HTL Furniture (China) Co., Ltd.
Removed
Ltd. Amount due from a related party (a) 383,100 2,900 418,551 HTL Marketing Pte. Ltd. Accounts payable (b) 584,579 48,324 - New Century Trading (India) Private Limited Amount due from a related party (a) 221 - - New Century International Homes Pte. Ltd.
Added
Entity controlled by two common controlling beneficial shareholders HTL Furniture Vietnam Company Limited. Entity controlled by two common controlling beneficial shareholders HTL Product Design (Kunshan) Co., Ltd. Entity controlled by two common controlling beneficial shareholders HTL Import/Export Trading (Kunshan) Co., Ltd.
Removed
Amount due from former holding company (c) 553,551 - - New Century Sofa India Private Limited Amount due to related party (trade) (b) 15,362 - - HTL Furniture (China) Co., Ltd.
Added
Entity controlled by two common controlling beneficial shareholders New Century Sofa India Private Limited Entity controlled by two common controlling beneficial shareholders Trends Leather (Yangzhou) Co., Ltd. Entity controlled by two common controlling beneficial shareholders HTL Middle East Furniture LLC Entity controlled by two common controlling beneficial shareholders New Century Overseas Investments Pte. Ltd.
Removed
Accounts payable (b) - 153,967 3,789,332 HTL Import/Export Trading (Kunshan) Co., Ltd Accounts payable (b) - - 16,958 Hwa Tat Lee Japan Co., Ltd Accounts receivable (d) - 157,838 1,138,014 HTL Korea Co., Ltd Accounts receivable (d) - 18,001 359,599 (a) As of December 31, 2023 and 2024, the balances represented the temporary advances made by the Company for non-trade purpose, which are unsecured, interest-free and due on demand.
Added
Entity controlled by two common controlling beneficial shareholders New Century Home Pte. Ltd. Entity controlled by two common controlling beneficial shareholders HTL Leather Trading (Yangzhou) Co., Ltd. Entity controlled by two common controlling beneficial shareholders, closed on January 10, 2025 HTL Leather (China) Co., Ltd. Entity controlled by two common controlling beneficial shareholders HTL Manufacturing Pte Ltd.
Removed
The amount is unsecured, interest-free and due on demand. Subsequently, in March 2024, these temporary advances were fully repaid by New Century International Homes Pte. Ltd., the former shareholder.
Added
Entity controlled by two common controlling beneficial shareholders, sold out on April 22, 2025 66 Related party balances consisted of the following: US$ As of December 31, As of February 28, 2024 2025 2026 Name of related party Nature Gruppo 8 S.R.L. Accounts receivable – related parties (a) $ 26,025 $ 101,783 $ 7,394 Corium Italia S.R.L.
Removed
(d) As of December 31, 2023 and 2024, the balances due from Hwa Tat Lee Japan Co., Ltd and HTL Korea Co., Ltd represented trade receivable under the normal course of business.
Added
Accounts receivable – related parties (a) 287,910 154,660 155,252 Trends Leather (Yangzhou) Co., Ltd. Accounts receivable – related parties (a) 615,016 5,507,066 4,782,831 $ 928,951 $ 5,763,509 $ 4,945,477 HTL Global Pte. Ltd. Amount due from related party (b) $ 996,316 $ 2,708,435 $ 1,095,577 New Century International Homes Pte. Ltd.
Removed
Ltd. Purchase of goods 6,416 - - - HTL Marketing Pte. Ltd. Purchase of goods 1,522,199 1,433,988 993,957 77 Sales rebate - 50,723 74,386 20,3255 Sales warranty rebate - 101,446 111,578 30,382 Marketing support - 196,345 986,412 299,156 IT and HR service - - 165,382 44,483 New Century Sofa India Private Limited Purchase of goods - 15,093 16,990 - C.
Added
Amount due from related party (b) 1,811,538 1,571,817 1,571,818 Golden Hill Capital Pte Ltd Amount due from related party (b) - 2,745,840 - $ 2,807,854 $ 7,026,092 $ 2,667,395 HTL Furniture (China) Co., Ltd. Accounts payable – related parties (c) $ 10,998,808 $ 4,587,578 $ 2,645,258 HTL Furniture (Changshu) Co., Ltd.
Added
Accounts payable – related parties (c) 32,467,504 32,088,012 34,032,059 HTL Sofa (Kunshan) Co., Ltd. Accounts payable – related parties (c) 18,118,921 16,747,618 15,093,458 HTL Furniture (Huaian) Co., Ltd. Accounts payable – related parties (c) 9,031,916 8,173,680 4,150,564 HTL Import/Export Trading (Kunshan) Co., Ltd. Accounts payable – related parties (c) 22,885 176,533 163,396 HTL Furniture Vietnam Company Limited.
Added
Accounts payable – related parties (c) 1,398,608 12,017,175 12,399,219 HTL Furniture (Yangzhou) Co., Ltd. Accounts payable – related parties (c) - 85,458 54,707 HTL Product Design (Kunshan) Co., Ltd.
Added
Accounts payable – related parties (c) 659,510 845,404 620,352 HTL Middle East Furniture LLC Accounts payable – related parties (c) 26,647 29,900 30,970 Corium Italia S.R.L Accounts payable – related parties (c) - 45,215 45,389 Gruppo 8 S.R.L. Accounts payable – related parties (c) - 94,417 - $ 72,724,799 $ 74,890,989 $ 69,235,372 HTL Global Pte. Ltd.
Added
Amount due to related party (d) $ 292,753 $ - $ - (a) Accounts receivable due from related parties represented trade receivables from the sale of goods with the Company in the normal course of business, which are unsecured, interest-free and grant with credit terms ranging from 60 to 90 days from the issue date of invoice.
Added
Sale of leather 7,015,330 - - - Trends Leather (Yangzhou) Co., Ltd. Sale of leather 2,105,669 16,706,676 18,884,960 1,793,918 HTL Leather (China) Co., Ltd. Sale of leather 692,485 - - - $ 9,981,004 $ 19,192,918 $ 21,689,049 $ 2,000,814 Corium Italia S.R.L Purchase of goods $ 28,008 $ 14,410 $ - $ - HTL Import/Export Trading (Kunshan) Co. Ltd.
Added
Purchase of goods 132,563 92,165 461,824 55,511 Gruppo 8 S.R.L. Purchase of goods - 105,344 835,250 - New Century Sofa India Private Limited Purchase of goods 1,217,589 8,044,440 7,910,832 761,265 HTL Furniture (Huai An) Co., Ltd. Purchase of goods 17,289,382 10,967,375 9,797,106 1,750,241 HTL Furniture Vietnam Company Limited. Purchase of goods - 3,901,169 21,255,119 4,916,887 HTL Furniture (Kunshan) Co., Ltd.
Added
Purchase of goods 33,666,337 32,054,553 28,965,947 3,797,407 HTL Furniture (Changshu) Co., Ltd. Purchase of goods 68,735,988 74,784,827 83,491,944 13,150,783 HTL Furniture (China) Co., Ltd. Purchase of goods 107,277,084 107,053,182 104,218,558 17,074,230 Trends Leather Yangzhou Co Ltd Purchase of sample leather 3,288 1,182 1,231 - $ 228,350,239 $ 237,018,647 $ 256,937,811 41,506,324 HTL Global Pte. Ltd.
Added
Commission income $ - $ - $ 14,573 $ - Gruppo 8 S.R.L.
Added
Commission income - 27,205 69,409 - Corium Italia S.R.L Commission income 240,662 107,049 - - $ 240,662 $ 134,254 83,982 $ - New Century Trading （ India ） Private Limited -Mumbai Commission expense $ 55,358 $ 253,695 $ 377,863 $ 68,460 HTL Furniture Inc Commission expense 2,193,852 1,979,659 2,038,722 498,384 HTL Furniture Inc Service fee - 453,795 395,290 27,692 $ 2,249,210 $ 2,687,149 $ 2,811,875 $ 594,536 HTL Furniture (Yangzhou) Co.
Added
Ltd Professional fee $ - $ - $ 522,234 $ 122,656 HTL Import/Export Trading (Kunshan) Co. Ltd Professional fee - 110,392 560,638 272,456 HTL Product Design (Kunshan) Co. Ltd Professional fee 4,200,561 5,411,696 5,178,857 671,648 $ 4,200,561 $ 5,522,088 $ 6,261,729 $ 1,066,760 HTL Global Pte. Ltd.
Added
(SG) Recharge of costs $ - $ 104,381 $ 6,905 $ - HTL MIDDLE EAST FURNITURE L.L.C Recharge of costs - - 119,015 30,971 New Century Trading （ India ） Private Limited Recharge of costs 1,045,600 - - 19,500 $ 1,045,600 $ 104,381 $ 125,920 $ 50,471 H.T.L. Furniture, Inc.
Added
Showroom rental expense $ 494,660 $ 552,824 $ 524,897 $ 56,260 New Century International Homes Pte Ltd Office rental income $ - $ - $ 4,609 $ - New Century Trading （ India ） Private Limited Ocean Freight recharge $ - $ - $ 242,249 $ - HTL Furniture Inc Customers’ Claims $ - $ - $ 40,426 $ 11,718 HTL Global Pte.
Added
Ltd. (SG) Management fees $ - $ - $ 3,452 $ - HTL Manufacturing Pte Ltd Other Income - Service Fee $ 114,657 $ - $ - $ - C. Interests of Experts and Counsel Not applicable. 68