What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-09-30 compared with 2023-09-28 · 1077 added, 1032 removed, 675 unchanged (76% of the section changed)

Financial Statements and Supplementary Data.

Statements and Supplementary Data.

TREASURE GLOBAL INC.

AND SUBSIDIARIES

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

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Notes to Consolidated Financial Statements

of Directors and Stockholders of

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Treasure Global Inc

of Independent Registered Public Accounting Firm

on the Financial Statements

have audited the accompanying consolidated balance sheets of Treasure Global Inc and its subsidiaries (the “Company”) as

of June 30, 2023, and the related consolidated statements of operations and comprehensive loss, change in stockholders’ deficiency,

and cash flows for the year ended June 30, 2023, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023,

and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally

accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the financial statements, the Company had an accumulated deficit and its net cash outflows from operating activities raises

substantial doubt about its ability to continue as a going concern.

Management’s plan regarding these matters are described in

These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

/s/ WWC, P.C.

Public Accountants

have served as the Company’s auditor since 2023.

Mateo, California

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Treasure

Opinion on the Consolidated Financial

We have audited the accompanying

consolidated balance sheet of Treasure Global Inc.

(the “Company”) as of June 30, 2022, and the related consolidated statements

of operations and comprehensive loss, changes in stockholders’ (deficiency) equity and cash flows for the year ended June 30, 2022,

and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its

operations and its cash flows for each of the years in the year ended June 30, 2022, in conformity with accounting principles generally

accepted in the United States of America.

Explanatory Paragraph - Going

The accompanying consolidated financial

statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial

statements, the Company has incurred recurring losses from operations, a working capital deficit and accumulated deficit at June 30, 2022.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regards

to these matters are also described in Note 3.

These consolidated financial statements do not include any adjustments that might result

from the outcome of these uncertainties.

If the Company is unable to successfully obtain the necessary additional financial support as

specified in Note 3, there could be a material adverse effect on the Company.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Treasure Global Inc and its subsidiaries (the “Company”) as of June 30, 2024, and the related consolidated

statements of operations and comprehensive loss, change in stockholders’ deficiency, and cash flows for the year ended June 30,

2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows

for the year ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the

Company had an accumulated deficit and its net cash outflows from operating activities raises substantial doubt about its ability to continue

as a going concern.

Management’s plan regarding these matters are described in Note 2.

These consolidated financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

1 unchanged sentence

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

We served as the Company’s auditor from

2021 through 2022

/s/ Friedman LLP

New York, New York

December 5, 2022

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor

San Mateo, California

September 30, 2024

TREASURE GLOBAL INC.

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Cash and cash equivalents

Investment in marketable securities

Accounts receivable, net

Other receivables and other current assets

Inventories, net

Other receivables and other current assets, net

Other receivable, a related party

Total current assets

NON-CURRENT ASSETS

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Deferred offering costs

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Total other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

CURRENT LIABILITIES

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Convertible notes payable, net of unamortized discounts of $ 0 and $ 358,284 as of June 30, 2024 and 2023, respectively

Convertible notes payable, related parties

Loans from third parties

Accounts payable

Accounts payable, related parties

Customer deposits

Contract liabilities

Contract liability

Other payables and accrued liabilities

9 unchanged sentences

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 15)

STOCKHOLDERS’ DEFICIENCY

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIENCY)

Common stock, par value $ 0.00001 ;

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Additional paid-in capital

Accumulated deficits

( 31,443,451 )

Accumulated deficit

( 38,030,074 )

Accumulated other comprehensive (loss) income

TOTAL STOCKHOLDERS’ DEFICIENCY

( 31,443,451 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

The accompanying notes are an integral part of

these consolidated financial statements.

Accumulated other comprehensive income (loss)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

* Giving retroactive effect to the 1-for-70 reverse stock split

effected on February 27, 2024

The accompanying notes are an integral part of these consolidated financial

TREASURE GLOBAL INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended

COST OF REVENUES

( 21,250,767 )

( 68,885,035 )

( 1,760,921 )

( 4,721,723 )

GENERAL AND ADMINISTRATIVE

( 4,511,488 )

( 4,670,030 )

RESEARCH AND DEVELOPMENT

1 unchanged sentence

TOTAL OPERATING EXPENSES

( 6,879,044 )

( 10,760,150 )

LOSS FROM OPERATIONS

( 6,062,982 )

( 10,236,866 )

OTHER (EXPENSE) INCOME

1 unchanged sentence

Interest expense

Fair value loss on marketable securities

Other income from software developing service, net of cost

Amortization of debt discount

( 1,290,050 )

TOTAL OTHER EXPENSE, NET

( 1,393,229 )

LOSS BEFORE INCOME TAXES

( 6,546,908 )

( 11,630,095 )

PROVISION FOR INCOME TAXES

( 6,586,623 )

( 11,727,711 )

OTHER COMPREHENSIVE INCOME (LOSS)

Foreign currency translation adjustment

Foreign currency translation adjustments

COMPREHENSIVE LOSS

$ ( 6,175,043 )

$ ( 11,998,852 )

LOSS PER SHARE

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Basic and diluted*

The accompanying notes are

an integral part of these consolidated financial statements.

* Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024

The accompanying notes are an integral part of these consolidated financial

TREASURE GLOBAL INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’

COMPREHENSIVE

INCOME (LOSS)

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

STOCKHOLDERS’

Balance as of June 30, 2021

Number of shares*

COMPREHENSIVE

(LOSS) INCOME

Balance as of

June 30, 2022

$ ( 19,715,740 )

$ ( 15,596,559 )

Beneficial conversion feature from issuance of convertible notes

Beneficial conversion feature

from issuance of convertible notes

( 11,727,711 )

Issuance of common stock - non-employee stock compensation

Foreign currency translation adjustment

Issuance of common stock

- non-employee stock compensation

Conversion of convertible

note payable, related parties

Issuance of common stock

in initial public offering, net of issuance costs

Fair value of warrants issued

in initial public offering

Issuance of warrants - non-

employee stock compensation

Cashless exercise of warrants-

non- employee stock compensation into common stock

Foreign currency translation

Balance as of June 30, 2023

1 unchanged sentence

$ ( 172,617 )

Beneficial conversion feature from issuance of convertible notes

( 6,586,623 )

Issuance of common stock - non-employee stock compensation

Conversion of convertible note payable

Conversion of convertible note payable, related parties

Issuance of common stock in initial public offering, net of issuance costs

Fair value of warrants issued in initial public offering

Issuance of warrants - non- employee stock compensation

Cashless exercise of warrants- non- employee stock compensation into common stock

Foreign currency translation adjustment

Conversion of convertible

Issuance of common stock

to related parties for debts cancellation

Issuance of common stock

for acquiring intangible assets

Issuance of common stock

and prefunded warrants in public offering, net of issuance costs

Issuance of common stock

at the market offering, net of issuance costs

Exercise of prefunded warrants

into common stock

Issuance of common stock

- non-employee stock compensation

Employee stock compensation

Capital contribution

Foreign currency translation

Additional shares of common

stock round up adjustment due to retroactive effect of 1-for-70 reverse stock split

Balance as of June 30, 2024

$ ( 38,030,074 )

$ ( 172,617 )

$ ( 130,332 )

The accompanying notes are an integral part of

these consolidated financial statements.

* Giving retroactive effect to the 1-for-70 reverse stock split effected on February 27, 2024

The accompanying notes are an integral part of these consolidated financial

TREASURE GLOBAL INC.

6 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of intangible assets

Amortization of debt discounts

Amortization of operating right-of-use assets

Allowance for (recovery of) doubtful accounts, net

Allowance for credit losses

Inventories impairment

Stock-based compensation

Other income from software developing service, net of cost

( 1,000,000 )

Loss from disposal of equipment

Gain from disposal of subsidiaries

Fair value loss on marketable securities

Change in operating assets and liabilities

Accounts receivable

Account receivable, a related party

Other receivables and other current assets

Other receivable, a related party

Other receivables, a related party

Accounts payable

1 unchanged sentence

Customer deposits

Customer deposits, related parties

Contract liabilities

Contract liability

Other payables and accrued liabilities

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Purchases of equipment

Purchases of intangible asset

Cash released from disposal of subsidiaries, net of cash received

Proceeds from sale of equipment

2 unchanged sentences

Payments of deferred offering cost

Proceeds from issuance of common stock in initial public offering

Proceeds from issuance of commons stock in initial public offering

Proceeds from issuance of common stock and prefunded warrants in public offering

Proceeds from issuance of common stock in market offering

Proceeds received from exercising prefunded warrants

Capital contribution

Principal payments of insurance loan

Payments of related party loans

Payments of related party loan

Proceeds from issuance of convertible notes

Proceeds from issuance of convertible notes, related parties

Repayments from related parties

Repayments of convertible notes

( 3,367,291 )

Repayment of senior note

1 unchanged sentence

( 1,728,225 )

( 1,898,578 )

Proceeds from third party loans

3 unchanged sentences

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 4,393,621 )

CASH AND CASH EQUIVALENTS, beginning of year

9 unchanged sentences

Fair value of common stock issued to consultant

Vesting of employee stock compensation

Recognition of operating right-of-use asset and lease liability

Recognition of accrued restoration cost in a lease

Conversion of convertible notes payable, net of unamortized discounts

Conversion of convertible notes payable, related parties

Insurance premium prepaid by insurance loan

The accompanying notes are an integral part of

these consolidated financial statements.

Conversion of convertible note payable, net of unamortized discounts

Conversion of convertible note payable, related parties

Financing insurance premium paid by insurance loan

Marketable securities received as in exchange of software developing service

Issuance of common stock to related parties for debts cancellation

Issuance of common stock for acquiring intangible assets

The accompanying notes are an integral part of these consolidated financial

TREASURE GLOBAL INC AND SUBSIDIARIES

4 unchanged sentences

“Company”) is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware.

has no substantive operations other than holding all of the outstanding shares of Gem Reward Sdn.

(“GEM”), which was

established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

has no substantive operations other than holding all of the outstanding shares of ZCity Sdn.

(“ZCITY”), (formerly known

as Gem Reward Sdn.

Bhd, underwent a name change on July 20, 2023).

ZCITY was originally established under the laws of the Malaysia on

June 6, 2017, through a reverse recapitalization.

On March 11, 2021, TGL completed a reverse recapitalization

(“Reorganization”) under common control of its then existing stockholders, who collectively owned all of the equity interests

of GEM prior to the Reorganization through a Share Swap Agreement.

GEM is under common control of the same stockholders of TGL through

a beneficial ownership agreement, which results in the consolidation of GEM and has been accounted for as a Reorganization of entities

of ZCITY prior to the Reorganization through a Share Swap Agreement.

ZCITY is under common control of the same stockholders of TGL through

a beneficial ownership agreement, which results in the consolidation of ZCITY and has been accounted for as a Reorganization of entities

under common control at carrying value.

6 unchanged sentences

The Company, through its wholly owned subsidiary,

GEM, engages in the payment processing industry and operate an online-to-offline (“O2O”) e-commerce platform known as “ZCITY”.

ZCITY, engages in the payment processing industry and operate an online-to-offline (“O2O”) e-commerce platform known as “ZCITY”.

The Company has extensive business interests in creating an innovative O2O e-commerce platform with an instant rebate and affiliate cashback

10 unchanged sentences

Agreement, the Company agreed to purchase 10,000 units of ordinary shares, representing a 100 % equity interest in Foodlink Global Sdn.

Bhd (“Foodlink”), along with its two wholly owned subsidiaries, Morgan Global Sdn.

(“Foodlink”), along with its two wholly-owned subsidiaries, Morgan Global Sdn.

Bhd (“Morgan”) and AY Food

Ventures Sdn.

(“AY Food”), for a consideration of MYR12, 000 (approximately $ 3,000 ) from DBH.

(“AY Food”), for a consideration of approximately $ 3,000 from DBH.

Foodlink, Morgan, and AY Food are engaged in the

3 unchanged sentences

of these entities is immaterial to the Company’s consolidated financial statements.

The accompanying consolidated financial statements reflect the

activities of TGL and each of the following entities.

Gem Reward Sdn.

The accompanying consolidated financial

statements reflect the activities of TGL and each of the following entities.

Name Background Ownership

ZCity Sdn Bhd (formerly known as Gem Reward Sdn.

Bhd.) (“ZCITY”) ●

A Malaysian company

2 unchanged sentences

100 % owned by TGL

Foodlink Global Sdn Bhd (“Foodlink”),

Foodlink Global Sdn.

(“Foodlink”) * ●

A Malaysian company

3 unchanged sentences

Morgan Global Sdn.

Bhd (“Morgan”)

(“Morgan”)* ●

A Malaysian company

3 unchanged sentences

AY Food Ventures Sdn.

(“AY Food”)* ●

A Malaysian company

2 unchanged sentences

100 % owned by Foodlink

* Due to recurring loss from the operation of sub-licensing restaurant

branding and the selling and trading of food and beverage products.

The Company decided to dispose Foodlink and its subsidiaries.

May 24, 2024, the Company, Jeffrey Goh Sim Ik (the “Purchaser”) and Koo Siew Leng (the “Guarantor”) entered into

a Share Sale and Purchase Agreement (the “Agreement”), in which the Company agreed to sell all of its equity interest in

Foodlink and its subsidiaries Morgan and AY Food to the Purchaser, in exchange for a total of $ 148,500 , of which shall be payable by

the Purchaser to the Company as follows:

(i) an initial deposit payable on May 24, 2024;

and (ii) the balance of the purchase price payable

in eight installment payments starting from May 24, 2024.

The Company recognized a gain from disposal of

Foodlink and its subsidiaries amounted to $ 203,333 .

However, the disposal did not have material impact to the Company’s operations

and its consolidated financial statements.

Note 2 – Summary of significant

5 unchanged sentences

the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes

from third parties and related parties, related party loans, and its initial underwritten public offering (the “Offering”).

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s management has considered whether there is substantial

doubt about its ability to continue as a going concern due to:

(1) recurring loss from operations of approximately $ 10.2 million for the

year ended June 30, 2023;

from third parties and related parties, related party loans, its initial underwritten public offering (the “Offering”), its

underwritten public offering (the “November 2023 Offering”), and its market offering (the “Market Offering”)

The Company’s management has considered

whether there is substantial doubt about its ability to continue as a going concern due to:

(1) recurring loss from operations of approximately

$ 6.1 million for the year ended June 30, 2024;

(2) accumulated deficit of approximately $ 38.0 million as of June 30, 2024;

and (3) net operating cash outflow

of approximately $ 9.6 million for the year ended June 30, 2023.

operating cash outflow of approximately $ 4.7 million for the year ended June 30, 2024.

On August 15, 2022, the Company closed its Offering

of 2,300,000 shares of common stock, par value $ 0.00001 per share, at $ 4.00 per share.

The Company received aggregate net proceeds from

the closing of approximately $ 8.2 million, after deducting underwriting discounts, commissions, fees, and other estimated offering expenses.

of 32,857 ( 2,300,000 pre reverse split) shares of common stock, par value $ 0.00001 per share, at $ 280 ($ 4.00 pre reverse split) per share.

The Company received aggregate net proceeds from the closing of approximately $ 8.2 million, after deducting underwriting discounts, commissions,

fees, and other estimated offering expenses.

From February 2023 to June 2023, the Company issued

4 unchanged sentences

expense at 4 % per annum and have a 12-month term.

Despite receiving the net proceeds from its Offering

and the issuance of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet

the Company’s working capital requirements and debt obligations as they become due starting from one year from the date of this

report due to the recurring loss.

Therefore, management has determined that there is a significant doubt about its ability to continue

as a going concern.

If the Company is unable to generate significant revenue, it may be required to curtail or cease its operations.

is trying to alleviate the going concern risk through the following sources:

financing to support its working capital;

available sources of financing (including debt) from Malaysian banks and other financial institutions;

support and credit guarantee commitments from the Company’s related parties.

There, however, is no guarantee that

the substantial doubt about the Company’s ability to continue as a going concern will be alleviated.

On November 30, 2023, the Company closed its November

2023 Offering of (i) 371,628 ( 26,014,000 pre reverse split) shares of common stock, par value $ 0.00001 per share, at a public offering

price of $ 0.10 per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the

right to purchase 0.01 (one share pre reverse split) of Common Stock, at a public offering price of $ 0.0999 per Pre-Funded Warrants.

closing of the November 2023 Offering, the Company received an aggregated net proceed of approximately $ 3.5 million, after deducting underwriting

discounts, and non-accountable expense.

22, 2024, the Company and H.C.

Wainwright & Co., LLC, (the “Manager”) entered into a marketing offering agreement (“Marketing

Offering Agreement”).

Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to the Manager,

as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering.

For the year ended June

30, 2024, the Company received an aggregated net proceed of approximately $ 0.4 million, net of broker fee from issuance of 94,889 shares

of common stock which sell through or to the Manager.

As disclosed in Note 18, the

Company received net proceed of $ 2,457,456 , net of broker fee from issuance of 1,583,418 shares of common stock which sell through or

to the Manager related to the Marketing Offering Agreement.

Despite receiving the net proceeds from the offerings, and issuance

of convertible notes, the Company’s management is of the opinion that it will not have sufficient funds to meet the Company’s

working capital requirements and debt obligations as they become due starting from one year from the date of this report due to the recurring

Therefore, management has determined that there is a significant doubt about its ability to continue as a going concern.

Company is unable to generate significant revenue, it may be required to curtail or cease its operations.

Management is trying to alleviate

the going concern risk through the following sources:

● Equity financing to support

its working capital;

● Financial support and credit

guarantee commitments from the Company’s related parties.

There, however, is no guarantee that the substantial

doubt about the Company’s ability to continue as a going concern will be alleviated.

of presentation

19 unchanged sentences

specific members of the Company’s management team.

As of June 30, 2023, the Company had two operating

(1) revenue generated from the ZCITY platform and (2) revenue from food and beverage products, along with sublicensing revenue.

However, upon assessing both the qualitative and quantitative criteria outlined in ASC 280, ‘Segment Reporting,’ it was determined that

the operating segments related to food and beverage product revenue and sublicensing revenue did not meet the quantitative criteria.

Consequently,

the Company considers itself to be operating within a single reportable segment.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Following the disposal of Foodlink and its subsidiaries,

along with their food and beverage product distribution and sublicensing operation on May 24, 2024, the Company now operates under a single

segment which is payment processing and e-commerce operation in its ZCITY platform as of June 30, 2024.

Use of estimates

6 unchanged sentences

financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty

program revenue, the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, write-down

for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of

our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based

compensation, and fair value of the warrants issued.

program revenue, useful lives of property and equipment, impairment of long-lived assets, allowance for credit loss, write-down for estimated

obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price

to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation,

fair value of the marketable securities, and fair value of the warrants issued.

Actual results could differ from these estimates.

Foreign currency translation and transaction

Transactions denominated in currencies other than the functional currency

are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities

denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange

rates at the balance sheet dates.

The resulting exchange differences are recorded in the Consolidated Statements of Operations and Comprehensive

The reporting currency of the Company is United States Dollars (“US$”) and the accompanying consolidated financial

statements have been expressed in US$.

The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books

and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency.

for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in

accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date.

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the consolidated statements

of operations and comprehensive loss.

The reporting currency of the Company is United States Dollars (“US$”) and the

accompanying consolidated financial statements have been expressed in US$.

The Company’s subsidiaries in Malaysia conducts their

businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its

functional currency.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency

is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange

rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the period.

The gains and losses resulting from translation of

financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within

the consolidated statements of changes in stockholders’ deficiency.

Cash flows are also translated at average translation rates

for the periods, therefore, amounts reported on the consolidated statements of cash flows will not necessarily agree with changes in the

corresponding balances on the consolidated balance sheets.

The gains and losses

resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive

gain or loss within the consolidated statements of changes in stockholders’ deficiency.

Cash flows are also translated at average

translation rates for the periods, therefore, amounts reported on the consolidated statements of cash flows will not necessarily agree

with changes in the corresponding balances on the consolidated balance sheets.

Translation of foreign currencies into US$ 1 have

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account, and which are unrestricted and immediately available for withdrawal and use.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounts receivable, net

Accounts receivable are recorded at the invoiced amount less an allowance

for any uncollectible accounts and do not bear interest.

The Company provides various payment terms from cash due on delivery to 90 days

based on customer’s credibility.

Accounts receivable include money due from agent subscription and sales of health care product

Accounts receivable are recorded at the invoiced

amount less an allowance for any uncollectible accounts and do not bear interest.

The Company provides various payment terms from cash

due on delivery to 90 days based on customer’s credibility.

Accounts receivable include money due from sales of health care product

on its ZCITY platform as well as sublicensing revenue, and sales of food and beverage products.

Management reviews the adequacy of the

allowance for doubtful accounts on an ongoing basis, using historical collection trends and aging of receivables.

Management also periodically

evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in

the allowance when it is considered necessary.

Account balances are charged off against the allowance after all means of collection have

been exhausted and the potential for recovery is considered remote.

The Company’s management continues to evaluate the reasonableness

of the valuation allowance policy and update it if necessary.

As of June 30, 2023 and 2022, the Company recorded $ 214 , and $ 227 of

allowance for doubtful account, respectively.

Starting from July 1, 2023, the Company

adopted ASU No.2016-13 “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”

(“ASC Topic 326”).

The Company used a modified retrospective approach, and the adoption does not have material impact on our

consolidated financial statements.

The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects

the Company’s best estimate of the amounts that will not be collected.

An allowance for credit losses is recorded in the period

when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts

aging, financial conditions of the customer and industry trends.

Management also periodically evaluates individual customer’s financial

condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered

Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted

and the potential for recovery is considered remote.

The Company’s management continues to evaluate the reasonableness of the valuation

allowance policy and update it if necessary.

As of June 30, 2024 and 2023, the Company recorded $ 1,100 , and $ 214 of allowance for

credit loss, respectively.

For the years ended June 30, 2024 and 2023, the

Company record $ 601 and $ 0 additional allowance doubtful account against accounts receivable, respectively.

For the years ended June 30, 2023 and 2022, the Company recovered doubtful

account from accounts receivable amounted to $ 0 and $ 24,953 , respectively.

Inventories are stated at the lower of cost

or net realizable value, cost being determined on a first in first out method.

Costs include gift card or “E-voucher”

pin code which are purchased from the Company’s suppliers as merchandized goods or store credit.

Costs also included health

care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods.

compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the

inventory to its net realizable value, if lower than cost.

On an ongoing basis, inventories are reviewed for potential write-down

for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the

estimated net realizable value based upon forecasts for future demand and market conditions.

When inventories are written-down to

the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances.

For the years ended June 30, 2023 and 2022, $ 0 and $ 8,805 write-down for inventories were recorded, respectively.

Company record $ 182,544 and $ 601 additional allowance for credit loss against accounts receivable, respectively.

Inventories are stated at the lower of cost or

net realizable value, cost being determined on a first in first out method.

Costs include gift card or “E-voucher” pin code

which are purchased from the Company’s suppliers as merchandized goods or store credit.

Costs also included health care products,

foods and beverage products which are purchased from the Company’s suppliers as merchandized goods.

Management compares the cost

of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable

value, if lower than cost.

On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable

inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for

future demand and market conditions.

When inventories are written-down to the lower of cost or net realizable value, it is not marked

up subsequently based on changes in underlying facts and circumstances.

For the years ended June 30, 2024 and 2023, $ 483 and $ 0 write-down

for inventories were recorded, respectively.

Other receivables and other current assets,

Other receivables and other current assets primarily include prepayment

made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”),

other professional fee.

Other receivables and other current assets also include refundable advance to third party service provider, and

other deposits.

I Management regularly reviews the aging of receivables and changes in payment trends and records allowances when

management believes collection of amounts due are at risk.

Accounts considered uncollectable are written off against allowances after

exhaustive efforts at collection are made.

As of June 30, 2023 and 2022, no allowance for doubtful account was recorded.

Other receivables and other current assets consist

of prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O

Insurance”), and other professional fee.

Other receivables and other current assets also include refundable advance to third party

service provider, and other deposits.

Starting from July 1, 2023 ,

the Company adopted ASC Topic 326 on its other receivables using the modified retrospective approach.

The new credit loss guidance replaces

the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses.

Under the new accounting guidance, the Company measures credit losses on its other receivables using the current expected credit loss

model under ASC 326.

As of June 30, 2024 and 2023, the Company provided allowance for credit loss of $ 212,758 and $0 , respectively.

Prepayments and deposits are mainly cash deposited

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of the valuation allowance policy and update it if necessary.

As of June 30, 2023 and 2022, no allowance for the doubtful accounts

was recorded.

As of June 30, 2024 and 2023, the Company did not record allowance

for doubtful account against prepayment.

Property and equipment, net

8 unchanged sentences

Leasehold improvement

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The cost and related accumulated depreciation

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depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives .

Intangible assets, net

The Company’s acquired intangible assets

with definite useful lives only consist of internal used software.

The Company amortizes its intangible assets with definite useful lives

over their estimated useful lives and reviews these assets for impairment.

The Company typically amortizes its internal use software with

definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined

to be approximately one to five years .

Impairment for long-lived assets

Long-lived assets, including property and equipment,

with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market

conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.

assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize

an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected

from disposition of the asset, if any, are less than the carrying value of the asset.

If an impairment is identified, the Company would

reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate,

to comparable market values.

and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant

adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not

be recoverable.

The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected

to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset

plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset.

If an impairment is identified,

the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when

available and appropriate, to comparable market values.

As of June 30, 2024 and 2023, no impairment of long-lived assets was recognized.

Deferred offering costs

Deferred offering costs represents costs associated

with the Company’s Offering on August 15, 2022.

The deferred offering costs had been netted against the proceeds received from the

Investment in marketable

Investments in marketable

securities, net, consist of investments in listed shares, which are listed on Nasdaq.

Marketable securities are accounted for under ASC 321

and reported at their readily determinable fair values as quoted by market exchanges with changes in fair value recorded in other (expense)

income in the consolidated statements of operations and comprehensive loss.

All changes in a marketable security’s fair value are

reported in earnings as they occur, as such, the sale of a marketable security does not necessarily give rise to a significant gain or

Unrealized gains/(losses) due to fluctuations in fair value are recorded in the consolidated statements of operations and comprehensive

Declines in fair value below cost deemed to be other-than-temporary are recognized as impairments in the consolidated statements

of comprehensive income.

Customer deposits

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accordance with the Company’s revenue recognition policy.

Customer deposits also represent unamortized member subscription revenue.

Additionally, customer deposits also include unamortized member subscription

Convertible notes

16 unchanged sentences

in the capital accounts to reflect the shares issued and no gain or loss is recognized pursuant to ASC Topic 470-20-40-4.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company accounts for warrants as either equity-classified

9 unchanged sentences

period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity

classification, the warrants are required to be recorded as a component of equity at the time of issuance.

As the Company’s warrants

meet all of the criteria for equity classification, so the Company classified each warrant as its own equity.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

As the Company’s warrants meet all of the criteria for equity classification, so the Company classified each warrant as its own

Revenue recognition

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Product revenue

- Performance obligations satisfied at a point

The Company primarily sells discounted gift cards

(or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s

online marketplace platform and its mobile application (“ZCITY”).

In addition, the Company through its subsidiaries, Morgan

and AY Food, engages in sales of food and beverage products.

When the Company is acting as a principal in the transaction, the Company

accounts for the revenue generated from its sales of E-vouchers, health care products, computer products, and food and beverage product

on a gross basis as the Company is is responsible for fulfilling the promise to provide the specified goods, which the Company has control

of the goods and has the ability to direct the use of goods to obtain substantially all the benefits.

In making this determination, the

Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices,

or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40.

The Company determined that it is primarily

responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable

E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace

platform and prior to taking any orders for sales of such products.

- Performance obligations satisfied

at a point in time

The Company primarily sells discounted gift cards (or E-vouchers) from

retailers, health care products and computer products through individual order directly through the Company’s online marketplace

platform and its mobile application (“ZCITY”).

In addition, the Company through its subsidiaries, Morgan and AY Food, engages

in sales of food and beverage products.

When the Company is acting as a principal in the transaction, the Company accounts for the revenue

generated from its sales of E-vouchers, health care products, computer products, and food and beverage product on a gross basis as the

Company is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the

ability to direct the use of goods to obtain substantially all the benefits.

In making this determination, the Company assesses whether

it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several

but not all of these indicators in accordance with ASC 606-10-55-36 through 40.

The Company determined that it is primarily responsible

for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher,

health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform

and prior to taking any orders for sales of such products.

Meanwhile, the Company maintained an average daily inventory of approximately

$ 403,994 to support an average 2.1 days of sales during the year ended June 30, 2023, which demonstrate the Company had control over the

products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after

$ 0.2 million to support an average 4.7 days of sales during the years ended June 30, 2024, which demonstrate the Company had control over

the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after

the Company purchased the products from vendors.

10 unchanged sentences

on a net basis.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Company recognizes the sales of E-vouchers, health care products, computer products, and food and beverage products revenue when the control

of the specified goods is transferred to its customer.

The Company recognizes the sales of E-vouchers,

health care products, computer products, and food and beverage products revenue when the control of the specified goods is transferred

to its customer.

No refund or return policy is provided to the customer.

For the years ended June

30, 2023 and 2022, approximately $ 1.8 million and $ 2.8 million of

product revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively.

Payment is received before the goods are delivered to customers,

as such no financing component has been recognized as the payment terms are for reasons other than financing.

The products are sold without

any warranty provided.

For the years ended June 30, 2024 and 2023, approximately $ 0.4 and $ 1.8 million of product revenues are related

to non-spending related activities with the same amount recorded as selling expenses, respectively.

Loyalty program

- Performance obligations satisfied at a point

- Performance obligations satisfied

at a point in time

The Company’s ZCITY reward loyalty

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Transactions revenue

- Performance obligations satisfied at a point

- Performance obligations satisfied

at a point in time

The transactions revenues primarily consist of

10 unchanged sentences

operations at the time when the underlying transaction is completed.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Agent subscription revenue

- Performance obligations satisfied at a point

In order to attract more merchants to join the

Company’s online marketplace and in ZCITY, the Company provides a right to the agent, an individual or a merchant, to join

the Zagent program and assist the Company to develop more merchants to join its merchant network.

The agent subscription revenue primarily

consists of fees charged to the agents in exchange for the right by introducing merchants to join the Company’s merchant network

and to earn a future fixed percentage of commission fee upon completion of each sales transaction.

As the agent subscription fee is non-refundable,

agent subscription revenue is recognized in the consolidated statements of operations at the time when an agent completed the Zagent program

training and the remittance of payment of the subscription fee.

Member subscription revenue

- Performance obligations satisfied over time

- Performance obligations satisfied

In order to attract more customer to engage with

4 unchanged sentences

months member subscription service in general, member subscription revenue is recognized in the consolidated statement of operation over

the time across the subscription period.

time across the subscription period.

Sublicense revenue

- Performance obligations satisfied over time

- Performance obligations satisfied

The Company, through its wholly-owned subsidiaries,

Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers.

Since the sublicense

fee is charged to customers on a monthly basis throughout the contractual period, the Company recognizes sublicense revenue in the consolidated

statements of operations over the duration of the contract.

Furthermore, the Company establishes itself as the principal in these arrangements,

as it possesses the latitude to establish pricing and assumes the inventory risk associated with fulfilling the minimum payment obligations

to the Trademark’s licensor regardless of the number of sublicensees engaged by the Company during the license period.

Morgan and AY Food, generates revenue by sublicensing the right to use the Licensor’s Trademark to its customers for the period

from July 1, 2023 to May 24, 2024.

Since the sublicense fee is charged to customers on a monthly basis throughout the contractual period,

the Company recognizes sublicense revenue in the consolidated statements of operations over the duration of the contract.

the Company establishes itself as the principal in these arrangements, as it possesses the latitude to establish pricing and assumes the

inventory risk associated with fulfilling the minimum payment obligations to the Trademark’s licensor regardless of the number of

sublicensees engaged by the Company during the license period.

Disaggregated information of revenues by products/services

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Transaction revenue (1)

Agent subscription revenue (1)

Member subscription revenue (2)

Sub license revenue (2)

Sublicense revenue (2)

Total revenues

(1) Revenue recognized at a point

(1) Revenue recognized at a point in time.

(2) Revenue recognized over time.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Cost of revenue

5 unchanged sentences

Advertising costs

Advertising costs amounted to $ 3,494,347 and

$ 4,224,710 for the years ended June 30, 2023 and 2022, respectively.

Research and development

Research and development expenses include salaries

and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the

Company’s research and product development team.

Research and development expenses amounted to $ 549,065 and $ 266,716 for

Advertising costs amounted to $ 1,280,393 and $ 3,494,347 for

the years ended June 30, 2024 and 2023 respectively.

Research and development

expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and

related expenses for the Company’s research and product development team.

Research and development expenses amounted to $ 513,524 and $ 549,065

for the years ended June 30, 2024 and 2023, respectively.

Defined contribution plan

31 unchanged sentences

with the laws of the relevant taxing authorities.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

An uncertain tax position is recognized as a benefit

13 unchanged sentences

Stock-based compensation

The Company recognizes compensation costs resulting from the issuance

of stock-based awards to third party consultant and former director as an expense in the statements of operations over the requisite

service period based on a measurement of fair value for each stock-based award.

The fair value of each warrants granted are estimated

as of the grant date using the Black-Scholes-Merton option-pricing model while the fair value of each common stock granted are estimated

using the Company’s closing stock price on the grant date.

The fair value is amortized as compensation cost on a straight-line basis

over the requisite service period of the awards.

The Black-Scholes-Merton option-pricing model includes various assumptions, including

the fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-free

interest rate, among others.

These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based

on market conditions generally outside the control of the Company.

The Company recognizes compensation costs resulting

from the issuance of stock-based awards to its officers, third party consultant and former director as an expense in the statements

of operations over the requisite service period based on a measurement of fair value for each stock-based award.

The fair value of stock-based

awards granted are estimated as of the grant date using the Black-Scholes-Merton option-pricing model while the fair value of each common

stock granted are estimated using the Company’s closing stock price on the grant date.

The fair value is amortized as compensation

cost on a straight-line basis over the requisite service period of the awards.

The Black-Scholes-Merton option-pricing model includes

various assumptions, including the fair market value of the common stock of the Company, expected life of stock options, the expected

volatility and the expected risk-free interest rate, among others.

These assumptions reflect the Company’s best estimates, but they

involve inherent uncertainties based on market conditions generally outside the control of the Company.

As a result, if other assumptions had been used,

2 unchanged sentences

Comprehensive loss

Comprehensive loss consists of two

components, net loss and other comprehensive loss.

Net loss refers to revenue, expenses, gains and losses that under GAAP are

recorded as an element of stockholders’ equity (deficiency) Other comprehensive loss but are excluded from net loss.

comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S.

dollar as its

functional currencies.

Comprehensive loss consists of two components,

net loss and other comprehensive loss.

Net loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element

of stockholders’ deficiency.

Other comprehensive loss is excluded from net loss.

Other comprehensive loss consists of a foreign

currency translation adjustment resulting from the Company not using the U.S.

dollar as its functional currencies.

Loss per share

The Company computes earnings (loss) per share (“EPS”)

in accordance with ASC 260, “Earnings per Share”.

ASC 260 requires companies to present basic and diluted EPS.

measured as net loss divided by the weighted average common stock outstanding for the period.

Diluted EPS presents the dilutive effect

on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted

at the beginning of the periods presented, or issuance date, if later.

Potential common stock that have an anti-dilutive effect (i.e.,

those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS for the years ended

June 30, 2023 and 2022, a total of 1,383,356 and 3,282,887 contingent shares to be issued to the underwriters and

convertible note holders are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively.

The Company computes earnings (loss) per share

(“EPS”) in accordance with ASC 260, “Earnings per Share”.

ASC 260 requires companies to present basic and diluted

Basic EPS is measured as net loss divided by the weighted average common stock outstanding for the period.

Diluted EPS presents the

dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they

had been converted at the beginning of the periods presented, or issuance date, if later.

Potential common stock that have an anti-dilutive

effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

years ended June 30, 2024 and 2023, 1,428 ( 100,000 pre reverse split) contingent shares to be issued to the underwriters are excluded

in the diluted EPS calculation due to its anti-diluted effect, respectively.

Fair value measurements

7 unchanged sentences

of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

Level 1 - Unadjusted quoted prices in active markets

for identical assets or liabilities.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Level 2 - Observable inputs other than Level 1

prices, such as quoted prices for similar assets or liabilities;

Level 1 - Unadjusted quoted prices

in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than

Level 1 prices, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are

observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported

by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value for certain assets

and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments,

accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate

carrying amounts due to the short maturities of these instruments.

The Company believes that its related party loan, insurance

loan, senior note, and convertible notes approximates fair value based on current yields for debt instruments with similar terms.

or other inputs

that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that

are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

value for certain assets and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other

current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been

determined to approximate carrying amounts due to the short maturities of these instruments.

The Company believes that its related

party loan, insurance loan, and convertible notes approximates fair value based on current yields for debt instruments with similar terms.

The fair value of investment in marketable securities is based on market price

in an active market (Level 1) at the end of each reporting period.

The following table presents information about the Company’s

financial assets that were measured at fair value on a recurring basis as of 30 June, 2024:

Investment in marketable securities

Related parties

13 unchanged sentences

lease as a finance lease:

● The lease transfers ownership

of the underlying asset to the lessee by the end of the lease term;

● The lease grants the lessee

an option to purchase the underlying asset that the Company is reasonably certain to exercise;

● The lease term is for 75% or

more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life

of the underlying asset;

● The present value of the sum

of the lease payments equals or exceeds 90 % of the fair value of the underlying asset;

● The underlying asset is of

such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;

The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset;

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Leases that do not meet any of the above criteria

are accounted for as operating leases.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company combines lease and non-lease components

37 unchanged sentences

adoption of these accounting standards until they would apply to private companies.

-Recent accounting pronouncements not yet

In August 2020, the FASB issued ASU 2020-06, Debt- Debt

with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 81540):

for Convertible Instruments and Contracts in an Entity’s Own Equity , which is intended to simplify the accounting for certain financial

instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity.

The guidance allows for either full retrospective adoption or modified retrospective adoption.

The guidance is effective for the Company

in the first quarter of fiscal year 2025 and early adoption is permitted.

The Company is evaluating the impact the adoption of this guidance

will have on its condensed consolidated financial statements and related disclosures.

2023, the FASB issued ASU 2023-07, which is an update to Topic 280, Segment Reporting:

Improvements to reportable Segment Disclosures

(“ASU 2023-07”), which enhances the disclosure required for reportable segments in annual and interim consolidated financial

statements, including additional, more detailed information about a reportable segment’s expenses.

ASU 2023-07 will be effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption

is permitted.

The Company is currently evaluating the impact of the pending adoption of AUS 2023-07 on its unaudited condensed consolidated

financial statements.

2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes.

The amendments in this update enhances

the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

amendments in this Update should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating

the impact the adoption of ASU 2023-07 will have on its annual and interim disclosures .

adopted accounting pronouncements

In May 2019, the FASB issued ASU 2019-05, which

26 unchanged sentences

impact on its consolidated financial statements.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In December 2019, the FASB issued ASU 2019-12,

“Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

The amendments in this Update simplify the accounting

for income taxes by removing certain exceptions to the general principles in Topic 740.

The amendments also improve consistent application

of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

For public business entities, the amendments

in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within

fiscal years beginning after December 15, 2022.

Early adoption of the amendments is permitted, including adoption in any interim

period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other

entities for periods for which financial statements have not yet been made available for issuance.

An entity that elects to early adopt

the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim

Additionally, an entity that elects early adoption must adopt all the amendments in the same period.

The Company has adopted of

this standard on July 1, 2022, the adoption did not have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06,

“Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s

Own Equity (Subtopic 815-40)”.

The amendment in this Update is to address issues identified as a result of the complexity associated

with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and

For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and

convertible preferred stock.

Limiting the accounting models results in fewer embedded conversion features being separately recognized

from the host contract as compared with current GAAP.

Convertible instruments that continue to be subject to separation models are (1) those

with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative,

and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial

premiums for which the premiums are recorded as paid-in capital.

The amendments in this Update are effective for public business entities

that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies

as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within

those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim

periods within those fiscal years.

The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal

The Company has not early adopted this update and it will become effective on July 1, 2024 as the Company is qualified as an emerging

growth company.

The Company believes the adoption of this ASU would have a material effect on the Company’s consolidated financial

statements and related disclosures.

Except as mentioned above, the Company does not believe other recently

issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated

Except as mentioned above, the Company does not

believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated

balance sheets, statements of operations and comprehensive loss and statements of cash flows.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – Accounts receivable, net

Accounts receivable

Allowance for doubtful accounts

Provision for estimated credit losses

Total accounts receivable, net

Movements of allowance for doubtful accounts are as follows:

Movements of provision for accounts receivable’s estimated credit

losses are as follows:

Beginning balance

Addition (recovery)

Disposal of subsidiaries

Exchange rate effect

Ending balance

Note 4 – Inventories

Note 4 – Inventories, net

Inventories consist of the following:

3 unchanged sentences

Note 5 – Other receivables and other current assets,

Prepaid expense (2)

Prepaid expense (ii)

Software development deposit (iii)

Other receivable (iv)

Total other receivables and other current assets

(1) The balance of deposits mainly represented deposit made by the

Company to a third party service provider to secure the service, security deposit consists of rent and utilities, and others.

30, 2023 and 2022, no allowance was recorded against doubtful receivables.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(2) The balance of prepaid expense mainly represented prepayment

made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”)

or other professional service.

In July 2022, the Company entered into

an IT service agreement (“Service Agreement”) with a third party.

Pursuant to the Service Agreement, the third party will

provide IT and advisory service to the Company to enhance its cyber security for a two-year period with a consideration of $ 477,251 .

The Company expenses the prepaid expense related to Service Agreement based on the service performed and completed during each period.

As of June 30, 2023, the balance of prepaid expense pertained to the Service Agreement amounted to $ 181,237 .

In March 2023, the Company has purchased

a D&O Insurance premium amounted to $ 311,250 which cover a period of twelve months, to be expired on February 24, 2024 .

June 30, 2023, the balance of prepaid expense pertained to the D&O Insurance amounted to $ 207,500 .

Note 6 – Prepayments

Provision for estimated credit loss

Total other receivables and other current assets, net

(i) The balance of deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others.

As of June 30, 2024 and 2023, $ 106,028 and $ 0 estimated credit loss was recorded against doubtful receivables.

(ii) The balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service.

In July 2022, the Company entered into an IT service agreement (“Service

Agreement”) with a third party.

Pursuant to the Service Agreement, the third party will provide IT and advisory service to the Company

to enhance its cyber security for a two-year period with a consideration of $ 477,251 .

The Company amortized the prepaid expense

related to Service Agreement based on the service performed and completed during each period.

As of June 30, 2024, the prepaid expense

pertained to the Service Agreement has been fully amortized.

In February 2024, the Company purchased a D&O Insurance premium amounting $ 74,078 which covers a period of twelve months, to be expired on February 24, 2025 .

As of June 30, 2024, the balance of prepaid expenses pertaining to the D&O Insurance amounted to $ 42,812 .

(iii) The balance of Software development deposit consists as following:

On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party.

Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform.

As of September 30, 2023, the Company had made a $ 209,768 service deposit to Nexgen;

however, the service had not yet commenced.

On September 25, 2023, the Company terminated the Agreement with Nexgen.

As of June 30, 2024, $ 121,945 of the service deposit were refunded by Nexgen.

The remaining deposit of $ 84,823 is expected to recover by end of June 2025.

As of June 30, 2024 and 2023, $ 42,412 and $ 0 estimated credit loss was recorded against the software development deposits.

(iv) The balance of other receivable consists as following:

On May 24, 2024, the Company has disposed all of its equity interest in Foodlink and its subsidiaries Morgan and for a consideration of $ 148,500 .

As of June 30, 2024, the Company has collected $ 21,274 from the Purchaser, and the remaining is expected to be fully repaid by January 2025.

As of June 30, 2024 and 2023, $ 63,613 and $ 0 estimated credit loss was recorded against other receivable.

of provision for other receivables’ estimated credit loss are as follows:

Beginning balance

Exchange rate effect

Ending balance

6 – Prepayments

Deposits to suppliers

Note 7 – Property and equipment, net

Property and equipment, net consist of the following:

7 – Property and equipment, net

and equipment, net consist of the following:

Computer and office equipment

3 unchanged sentences

accumulated depreciation

Depreciation expense for years ended June 30,

2023 and 2022 were amounted to $ 108,483 and $ 60,605 , respectively.

Note 8 – Loans and notes

Insurance loan

On February 28, 2023, the Company entered

into a loan agreement with First Insurance Funding, a third party (the “Premium Finance Agreement”), pursuant to which

First Insurance Funding provided the Company with a short-term loan amounted to $ 264,563 with interest rate of 5.9 % per annum to be

due in ten equal monthly instalments of $ 27,177 .

Meanwhile, the loan is strictly used to pay for the D&O Insurance as indicated

For the years ended June 30, 2023 and 2022, interest expenses pertained to the insurance loan amounted to

expense for the years ended June 30, 2024 and 2023 were amounted to $ 117,907

and $ 108,483 , respectively.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Loans from third parties

The Company entered into a loan agreement with

Agtiq Solutions Sdn Bhd, a third party (the “Agtiq Loan Agreement”) dated June 27, 2022, pursuant to which Agtiq Solutions

Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 3,000,000 (approximately $ 0.7 million) bearing

interest at 3.5 % per annum, which is payable on demand.

As of June 30, 2022, the Company had balance outstanding from this facility

amounted to $ 668,923 .

8 – Intangible assets, net

assets, net consisted of the following:

Internal use software development

accumulated amortization

Total intangible assets, net

expense for the years ended of June 30, 2024 was amounted to $ 612,909 and $0 , respectively.

following table sets forth the Company’s amortization expense for the next five years ending:

Twelve months ending June 30, 2025

Twelve months ending June 30, 2026

Twelve months ending June 30, 2027

Twelve months ending June 30, 2028

Twelve months ending June 30, 2029

9 – Investment in marketable securities

July 19 2023 (“Commencement Date”), the Company entered into a software developing agreement (“Developing Agreement”)

with VCI Global Limited (“VCI”), an unrelated third party for collaboration and co-operating in the development of an artificial

intelligence powered travel platform, the (“Platform”).

Pursuant to the Software Development Agreement, VCI shall remit payment

of cash in $ 1,000,000 or issuance and the allotment of ordinary shares in VCI with an equivalent value of $ 1,000,000 (“VCIG

Shares”) within ten business days from the Commencement Date to the Company as service consideration.

Both the Company and VCI

had agreed that VCI to issued 286,533 shares of VCIG Shares at $ 3.49 per share based on 5-day volume weighted average

price to the Company as a service consideration in developing above mentioned Platform.

The VCIG Shares shall be issued on a restricted

stock basis for a period of six (6) months from the commencement date of the Software Developing Agreement.

in investment in marketable securities are as follows:

At fair value

Beginning balance

Fair value loss recognized for the year

Closing balance

the years ended June 30, 2024 and 2023, unrealized loss on marketable equity securities were $ 828,367 and $ 0 , respectively.

10 – Loans and notes

February 28, 2023, the Company entered into a loan agreement with First Insurance Funding, a third party (the “Premium Finance

Agreement”), pursuant to which First Insurance Funding provided the Company with a short-term loan (“Insurance loan 1”)

amounted to $ 264,563 with interest rate of 5.9 % per annum to be due in ten equal monthly instalments of $ 27,177 .

As of June 30, 2024,

the Insurance loan 1 has been paid in full.

In February 2024, the Company entered into another loan agreement with First Insurance Funding,

to obtain a short term loan (“Insurance loan 2”) of $ 74,078 with interest rate of 9.5 % to be due in ten equal monthly instalments

As of June 30, 2024, the remaining balance of Insurance loan 2 was amounted to $ 38,371 .

The funds from Insurance Loan 1 and

2 were exclusively allocated towards the payment of the Directors and Officers (D&O) insurance as indicated on Note 5.

the years ended June 30, 2024 and 2023, interest expenses pertained to the insurance loan amounted to $ 4,465 and $ 4,437 respectively.

from third parties

Company entered into a loan agreement with Agtiq Solutions Sdn Bhd, a third party (the “Agtiq Loan Agreement”) dated June

27, 2022, pursuant to which Agtiq Solutions Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 3,000,000 (approximately

$ 0.7 million) bearing interest at 3.5 % per annum, which is payable on demand.

As of June 30, 2022, the Company had balance

outstanding from this facility amounted to $ 668,923 .

On July 12, 2022, the Company repaid the remaining balance in full.

The Company entered into a loan agreement with Technovative Hub Sdn

Bhd, a third party (the “Technovative Loan Agreement”) date June 27, 2022, pursuant to which Technovative Hub Sdn Bhd provided

the Company with a revolving loan facility to borrow up to RM 4,000,000 (approximately $ 1.0 million) bearing interest at 3.5 %

per annum, which is payable on demand.

As of June 30, 2022, the Company had balance outstanding form this facility amounted to $ 748,724 .

In July 2022, the Company had withdrew additional $ 567,215 from this facility under the Technovative Loan Agreement and repaid the

remaining balance in full on July 18, 2022.

For the years ended June 30, 2023 and 2022, interest expenses related

to the aforementioned loans from third parties amounted to $ 2,515 and $ 0 , respectively.

On June 30, 2021, the Company issued a 12 %

Redeemable Senior Note in the principal amount of $ 65,000 to Yong Kim Fong, a Malaysian citizen (the “Fong Note”).

Fong Note bears interest at 12.0 % per annum and is due on the earlier of (x) the date on which our common stock is listed on Nasdaq

and (y) July 1, 2024.

The Fong Note is pre-payable in full, but not in part.

As of June 30, 2022, the balance of the Fong Note amounted

to $ 65,000 .

On September 1, 2022, the Company fully repaid the balance.

Convertible notes

The Company evaluated the convertible notes agreement

under ASC 815 Derivatives and Hedging (“ASC 815”).

ASC 815 generally requires the analysis embedded terms and features that

have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and

characteristics are not clearly and closely related to the risks of the host contract.

None of the embedded terms required bifurcation

Company entered into a loan agreement with Technovative Hub Sdn Bhd, a third party (the “Technovative Loan Agreement”) date

June 27, 2022, pursuant to which Technovative Hub Sdn Bhd provided the Company with a revolving loan facility to borrow up to RM 4,000,000 (approximately

$ 1.0 million) bearing interest at 3.5 % per annum, which is payable on demand.

As of June 30, 2022, the Company had balance

outstanding form this facility amounted to $ 748,724 .

In July 2022, the Company had withdrew additional $ 567,215 from this facility

under the Technovative Loan Agreement and repaid the remaining balance in full on July 18, 2022.

the years ended June 30, 2024 and 2023, interest expenses related to the aforementioned loans from third parties amounted to $ 0 and $ 2,515 ,

respectively.

Company evaluated the convertible notes agreement under ASC 815 Derivatives and Hedging (“ASC 815”).

ASC 815 generally requires

the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting

in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract.

of the embedded terms required bifurcation and liability classification.

November 13, 2020, the Company issue a convertible note, to an accredited investor, in the aggregate principal amount of $ 2,123,600 .

Pursuant to the agreement, the note bear an interest rate of 13.33 % per annum, payable (i) on December 31, 2020;

(ii) during calendar

year 2021, monthly on the last day of each month and (iii) during calendar years 2022 and 2023 until the Maturity Date, semiannually on

each June 30 and December 31;

provided that for calendar year 2023 the final interest payment date shall be the Maturity Date.

evaluated the convertible notes agreement under ASC 815, which generally requires the analysis embedded terms and features that have

characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics

are not clearly and closely related to the risks of the host contract.

None of the embedded terms in the convertible notes required bifurcation

and liability classification.

On November 13, 2020, the Company issue a convertible

note, to an accredited investor, in the aggregate principal amount of $ 2,123,600 .

Pursuant to the agreement, the note bear an interest

rate of 13.33 % per annum, payable (i) on December 31, 2020;

(ii) during calendar year 2021, monthly on the last day of each month

and (iii) during calendar years 2022 and 2023 until the Maturity Date, semiannually on each June 30 and December 31;

that for calendar year 2023 the final interest payment date shall be the Maturity Date.

The Company evaluated the convertible notes agreement

under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated

for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related

to the risks of the host contract.

None of the embedded terms in the convertible notes required bifurcation and liability classification.

However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”),

which is based on the intrinsic value on the date of issuance.

The Company evaluated the convertible notes for a beneficial conversion

feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”.

The Company determined that the conversion

price ($ 4.00 ) was below the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and

the convertible notes contained a beneficial conversion feature.

addition, notes issuance costs in connection with this note were $ 212,360 and reduced the carrying value of the convertible notes

as a debt discount.

The carrying value, net of debt discount, will be accreted over the term of the convertible notes from date of issuance

to date of maturity using effective interest rate method.

For the year ended June 30, 2024 and 2023, amortization of debt discount amounted

to $ 0 and $ 46,296 , respectively.

completion of the Company’s Offering on August 15, 2022, the above mentioned convertible note balance, net of unamortized

discount amounted to $ 1,877,620 was converted into 7,585 ( 530,900 pre reverse split) shares of the Company’s common

Meanwhile, additional 228 ( 15,927 pre reverse split) shares of common stock were issued to this accredited investor

as success fees.

January 3, 2022, the Company had entered into a loan agreement (the “Tophill Loan Agreement 1”) with a third party to borrow

up to approximately $ 4.8 million with up to 3.5 % per annum interest rate.

The loan is due on demand together with interest

accrued thereon.

On March 14, 2022, the Company and above mentioned third party had made amendment to the Tophill Loan Agreement 1.

to the amendment, the aggregate outstanding principal amount of all Loans plus any accrued and unpaid interest (“Loan balance”)

thereon as of the closing date of the IPO shall automatically converted into a number of shares of the Company’s common stock equal

to the Loan balance divided by 80 % of the public offering price of the Company’s common stock in the IPO;

and the loan agreement

shall terminate and no additional amounts under the loan agreement will be available to the Company and after taking into consideration

the conversion of the Loan balance, no amount under any loan shall be outstanding.

In addition, the Company entered into another Loan

Agreement (the “Tophill Loan Agreement 2”) dated May 13, 2022 with Tophill, pursuant to which Tophill provided the company

with a revolving loan facility to borrow up to RM 50,000,000 (approximately $ 11.9 million) bearing interest at 3.5 %

per annum, which is payable on demand.

Meanwhile, the agreement provides that (i) all principal and accrued and unpaid interest outstanding

under the Tophill Loan Agreement 2 on the closing of the Company’s initial public offering will automatically be converted into

shares of the Company’s common stock at a conversion price that is equal to 80 % of the initial public offering price and (ii)

the Tophill Loan Agreement 2 terminates on the closing date of the Company’s initial public offering.

The Company evaluated the

loan agreement under ASC 815, which generally requires the analysis embedded terms and features that have characteristics of derivatives

to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and

closely related to the risks of the host contract.

None of the embedded terms in the loan required bifurcation and liability classification.

However, the Company was required to determine if the debt contained a beneficial conversion feature (“BCF”), which is based

on the intrinsic value on the date of issuance.

The Company evaluated the convertible notes for a beneficial conversion feature in accordance

with ASC 470-20 “Debt with Conversion and Other Options”.

The Company determined that the conversion price ($ 4.00 ) was below

the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and the convertible notes contained

a beneficial conversion feature.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In addition, notes issuance costs in connection

with this note amounted $ 212,360 and reduced the carrying value of the convertible notes as a debt discount.

The carrying value,

net of debt discount, will be accreted over the term of the convertible notes from date of issuance to date of maturity using effective

interest rate method.

For the years ended June 30, 2023 and 2022, amortization of debt discount amounted to $ 46,296 and 466,232 , respectively.

As of June 30, 2022, convertible note balance

from this accredited investor, net of unamortized discounts of $ 292,276 was amounted to $ 1,831,324 .

Upon completion of the Company’s

Offering on August 15, 2022, the above mentioned convertible note balance, net of unamortized discount amounted to $ 1,877,620 was

converted into 530,900 shares of the Company’s common stock.

Meanwhile, additional 15,927 shares of common stock

were issued to this accredited investor as success fees.

On January 3, 2022, the Company had entered into a loan agreement (the

“Tophill Loan Agreement 1”) with a third party to borrow up to approximately $ 4.8 million with up to 3.5 % per annum

interest rate.

The loan is due on demand together with interest accrued thereon.

On March 14, 2022, the Company and above mentioned third

party had made amendment to the Tophill Loan Agreement 1.

Pursuant to the amendment, the aggregate outstanding principal amount of all

Loans plus any accrued and unpaid interest (“Loan balance”) thereon as of the closing date of the IPO shall automatically

converted into a number of shares of the Company’s common stock equal to the Loan balance divided by 80 % of the public offering

price of the Company’s common stock in the IPO;

and the loan agreement shall terminate and no additional amounts under the loan

agreement will be available to the Company and after taking into consideration the conversion of the Loan balance, no amount under any

loan shall be outstanding.

In addition, the Company entered into another Loan Agreement (the “Tophill Loan Agreement 2”) dated

May 13, 2022 with Tophill, pursuant to which Tophill provided the company with a revolving loan facility to borrow up to RM 50,000,000 (approximately

$ 11.9 million) bearing interest at 3.5 % per annum, which is payable on demand.

Meanwhile, the agreement provides that (i) all

principal and accrued and unpaid interest outstanding under the Tophill Loan Agreement 2 on the closing of the Company’s initial

public offering will automatically be converted into shares of the Company’s common stock at a conversion price that is equal to 80 %

of the initial public offering price and (ii) the Tophill Loan Agreement 2 terminates on the closing date of the Company’s initial

public offering.

The Company evaluated the loan agreement under ASC 815, which generally requires the analysis embedded terms and features

that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks

and characteristics are not clearly and closely related to the risks of the host contract.

None of the embedded terms in the loan required

The Company evaluated the loan for a beneficial conversion feature in accordance with

ASC 470-20 “Debt with Conversion and Other Options”.

The Company determined that the conversion price ($ 4.38 ) was below the

market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and the loan contained a beneficial

conversion feature.

The carrying value, net of debt discount, will be accreted over the term of the loan from date of issuance to the

date of maturity using effective interest rate method, recorded as current liabilities.

the years ended June 30, 2024 and 2023, amortization of debt discount amounted to $ 0 and $ 950,360 pertained to aforementioned convertible

notes, respectively.

completion of the Company’s Offering on August 15, 2022, the remaining principal and accrued interest balance related to Tophill

Loan Agreement 1 and Agreement 2 amounted to $ 8,639,307 was converted into 39,384 ( 2,756,879 pre reverse split) shares

of the Company’s common stock.

May, June, July, September, October, and December 2021, the Company issued various batches of convertible notes to 10 accredited

investors which included 5 third parties in the aggregate principal amount of $ 3,580,488 and 5 related parties in the aggregate

principal amount of $ 2,437,574 .

Pursuant to the agreement, the maturity date is 36 months after the issuance, provided

that if an IPO listing is not successful, the accredited investors should be entitled to require the Company to redeem the convertible

notes at the subscription/conversion of $ 6.90 per share along with interest payable at the rate of 12.0 % per annum.

also evaluated the convertible notes agreement under ASC 815 and determined none of the embedded terms in the convertible notes required

bifurcation and liability classification.

However, the Company was required to determine if the debt contained a beneficial conversion

feature (“BCF”), which is based on the intrinsic value on the date of issuance.

The Company evaluated the loan for a beneficial

conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”.

The Company determined that the

conversion price ($ 4.38 ) was below the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party,

and the loan contained a beneficial conversion feature.

The Company recognized the intrinsic value of embedded conversion feature of $ 537,383 and

$ 1,231,610 in the additional paid-in capital and reduced the carrying value of the loan as a debt discount for years ended June 30,

2023 and 2022, respectively.

The carrying value, net of debt discount, will be accreted over the term of the loan from date of issuance

to the date of maturity using effective interest rate method, recorded as current liabilities.

As of June 30, 2022, the convertible note

balance from Tophill Loan Agreement 1 and Agreement 2, net of unamortized discounts of $ 424,984 , was amounted to $ 5,542,231 while for

the year ended June 30, 2022, amortization of debt discount for the loan amounted to $ 800,629 .

For the year June 30, 2023, the Company

has issued additional convertible note amounted to $ 2,672,092 pertained to Tophill Loan Agreement 2 while amortization of debt discount

amounted to $ 950,360 pertained to aforementioned convertible notes.

Upon completion of the Company’s Offering on August 15,

2022, the remaining principal and accrued interest balance related to Tophill Loan Agreement 1 and Agreement 2 amounted to $ 8,639,307 was

converted into 2,756,879 shares of the Company’s common stock.

In May, June, July, September, October, and December 2021,

the Company issued various batches of convertible notes to 10 accredited investors which included 5 third parties in the aggregate principal

amount of $ 3,580,488 and 5 related parties in the aggregate principal amount of $ 2,437,574 (see Note 10).

to the agreement, the maturity date is 36 months after the issuance, provided that if an IPO listing is not successful,

the accredited investors should be entitled to require the Company to redeem the convertible notes at the subscription/conversion of $ 6.90 per

share along with interest payable at the rate of 12.0 % per annum.

The Company also evaluated the convertible notes agreement under

ASC 815 and determined none of the embedded terms in the convertible notes required bifurcation and liability classification.

the Company was required to determine if the debt contained a BCF and determined that the conversion price ($ 6.90 ) was above the market

price ($ 5.48 ) as per an enterprise per share value appraised from an independent third party, and the convertible notes do not contain

a beneficial conversion feature.

As a result, the Company record the proceeds received from these convertible notes as a liability in

its entirely.

As of June 30, 2022, the convertible note balance from these 10 accredited investors amounted to $ 6,018,062 .

Upon completion

of the Company’s Offering on August 15, 2022, the balance of these convertible notes amounted to $ 6,018,062 was converted into 872,183 shares

of common stock, among which, $ 2,437,574 was converted into 353,272 shares of common stock are belonged to the related

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

However, the Company was required to determine if the debt contained a BCF and determined that

the conversion price ($ 6.90 ) was above the market price ($ 5.48 ) as per an enterprise per share value appraised from an independent third

party, and the convertible notes do not contain a beneficial conversion feature.

As a result, the Company record the proceeds received

from these convertible notes as a liability in its entirely.

Upon completion of the Company’s Offering on August 15, 2022, the

balance of these convertible notes amounted to $ 6,018,062 was converted into 12,460 ( 872,183 pre reverse split) shares

of common stock, among which, $ 2,437,574 was converted into 5,047 ( 353,272 pre reverse split) shares of common stock are

belonged to the related parties.

February 28, 2023, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA

II PN, Ltd., (“YA II PN”), a third party.

to the Securities Purchase agreement, YA II PN agreed to purchase two unsecured convertible notes, in the aggregate principal amount of

up to $ 5,500,000.00 in a private placement (the “Private Placement”) for a purchase price with respect to each convertible

note of 92 % of the initial principal amount of such convertible notes.

The convertible notes accrue

or will accrue interest at 4.0 % per annum and has a 12 -month term after disbursement.

The conversion price, as of any conversion date

or other date of determination, is the lower of (i) $ 1.6204 per share of Common Stock (the “Fixed Conversion Price”) or (ii)

93 % of the lowest volume-weighted average price (“VWAP”) of the common shares on the primary market during the 10 consecutive

trading days immediately preceding the date on which YA II PN exercises its conversion right in accordance with the requirements of the

applicable convertible debenture or other date of determination, but not lower than $ 0.25 per share (the “Floor Price”).

conversion price will be subject to adjustment to give effect to any stock dividend, stock split or recapitalization.

YA II PN may not during any calendar month convert

more than an aggregate of the greater of (a) 25 % of the aggregate dollar value traded on the Primary Market during such calendar month

or (b) $ 1,100,000 of principal amount of the Convertible Debentures (plus accrued and unpaid Interest) utilizing the variable conversion

This limitation shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, and (ii)

with respect to any conversions utilizing the Fixed Conversion Price.

This limitation may be waived with the consent of the Company.

Notwithstanding

anything to the contrary contained above, the Company shall not issue more than 3,455,894 shares of Common Stock (the “Exchange

Cap”) pursuant to the terms of the Convertible, except that such limitation shall not apply in the event that the Company (A) obtains

the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of shares of Common Stock

in excess of such amount or (B) obtains a written opinion from outside counsel to the Company that such approval is not required, which

opinion shall be reasonably satisfactory to the holder of the Convertible Debentures.

It is a closing condition to the purchase by the

Buyer of the $ 3,500,000 Convertible Debenture that such shareholder approval be obtained.

Pursuant to the Securities Purchase agreement, YA II PN agreed to purchase two

unsecured convertible notes, in the aggregate principal amount of up to $ 5,500,000.00 in a private placement (the “Private Placement”)

for a purchase price with respect to each convertible note of 92 % of the initial principal amount of such convertible notes.

The convertible

notes accrue or will accrue interest at 4.0 % per annum and has a 12 -month term after disbursement.

The conversion price,

as of any conversion date or other date of determination, is the lower of (i) $ 1.6204 per share of Common Stock (the “Fixed Conversion

Price”) or (ii) 93 % of the lowest volume-weighted average price (“VWAP”) of the common shares on the primary market

during the 10 consecutive trading days immediately preceding the date on which YA II PN exercises its conversion right in accordance

with the requirements of the applicable convertible debenture or other date of determination, but not lower than $ 0.25 per share (the

“Floor Price”).

The conversion price will be subject to adjustment to give effect to any stock dividend, stock split or recapitalization.

II PN may not during any calendar month convert more than an aggregate of the greater of (a) 25 % of the aggregate dollar value traded

on the Primary Market during such calendar month or (b) $ 1,100,000 of principal amount of the Convertible Debentures (plus accrued and

unpaid Interest) utilizing the variable conversion price.

This limitation shall not apply (i) at any time upon the occurrence and during

the continuance of an Event of Default, and (ii) with respect to any conversions utilizing the Fixed Conversion Price.

This limitation

may be waived with the consent of the Company.

Notwithstanding anything to the contrary contained above, the Company shall not issue

more than 49,370 ( 3,455,894 pre reverse split) shares of Common Stock (the “Exchange Cap”) pursuant to the terms of the Convertible,

except that such limitation shall not apply in the event that the Company (A) obtains the approval of its stockholders as required by

the applicable rules of the Nasdaq Stock Market for issuances of shares of Common Stock in excess of such amount or (B) obtains a written

opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory to the

holder of the Convertible Debentures.

It is a closing condition to the purchase by the Buyer of the $ 3,500,000 Convertible Debenture

that such shareholder approval be obtained.

of June 30, 2023, YA II PN purchased two unsecured convertible notes consist of $ 2,000,000 (“Tranche 1”) and $ 3,500,000 (“Tranche

9 unchanged sentences

and Other Options”.

The Company determined that the conversion price of Tranche 1 ($ 1.55 ) and Tranche 2 ($ 1.30 ),

was below the market price of Tranche 1 ($ 1.56 ) and Tranche 2 ($ 1.38 ) as per

stock price listed in the stock market on February 28, 2023, and June 14, 2023, respectively, therefore, the convertible notes contained

a beneficial conversion feature.

In June 2023, $ 350,000 of these convertible notes along with $ 28,953 accrued interest was converted into

327,523 shares of common stock.

In addition, 8 % of purchase discount in connection

with above mentioned convertible notes amounted to $ 440,000 reduced the carrying value of the convertible note as a debt discount.

The carrying value, net of debt discount, will be accreted over the term of the convertible note from date of issuance to date of maturity

using effective interest rate method.

For the years ended June 30, 2023 and 2022, amortization of debt discount were amounted to $ 293,395

and $ 0 , respectively pertained to convertible notes from YA II PN.

The Company has convertible notes payable, net

of unamortized discounts as follows:

The Company determined that the conversion price of Tranche 1 ($ 1.55 ) and Tranche 2 ($ 1.30 ), was below the

market price of Tranche 1 ($ 1.56 ) and Tranche 2 ($ 1.38 ) as per stock price listed in the stock market on February 28, 2023, and June

14, 2023, respectively, therefore, the convertible notes contained a beneficial conversion feature.

For the year ended June 30, 2024,

$ 1,782,710 of these convertible notes along with $ 28,360 accrued interest was converted into 40,322 ( 2,822,472 pre reverse split) shares

of common stock.

September 28, 2023, a Floor Price trigger event occurred as the Company’s daily VWAP is less than the Floor Price.

the Securities Purchase Agreement, the Company was obligate to make monthly payments starting on the 10th day after the Trigger Date,

consisting of the lesser of $ 1,000,000 or the outstanding principal amount (the “Triggered Principal Amount”), a 7 % redemption

premium on the Triggered Principal Amount, and accrued unpaid interest.

For the year ended June 30, 2024, the Company has remit $ 284,790

redemption premium to YA II PN as a result of Floor Price triggering event.

December and October 2023, the Company has collectively repaid $ 3,367,290 principal balance pertained to above mentioned convertible

addition, 8 % of purchase discount in connection with above mentioned convertible notes amounted to $ 440,000 reduced the carrying

value of the convertible note as a debt discount.

The carrying value, net of debt discount, will be accreted over the term of the convertible

note from date of issuance to date of maturity using effective interest rate method.

For the year ended June 30, 2024, amortization of

debt discount were $ 358,284 pertained to convertible notes from YA II PN.

As of June 30, 2024 and 2023, the convertible notes

payable, net from YA II PN was amounted to $0 and $ 4,791,716 , respectively.

Company has convertible notes payable, net of unamortized discounts as follows:

June 30, 2022 balance

$ ( 758,508 )

Issuance of convertible notes

1 unchanged sentence

Amortization of debt discounts

( 17,130,969 )

( 16,884,989 )

( 14,447,415 )

( 2,437,574 )

Exchange rate effect

June 30, 2023 balance

Issuance of convertible notes

$ ( 358,284 )

4 unchanged sentences

( 1,782,710 )

Exchange rate effect

June 30, 2023 balance

( 1,782,710 )

For years ended June 30, 2023 and 2022, interest expenses related to

the aforementioned convertible notes amounted to $ 85,184 and $ 340,277 .

TREASURE GLOBAL INC AND SUBSIDIARIES

THE CONSOLIDATED FINANCIAL STATEMENTS

Note 9 – Other payables and accrued liabilities

( 1,782,710 )

June 30, 2024 balance

the years ended June 30, 2024 and 2023, interest expenses related to the aforementioned convertible notes amounted to $ 69,041 and $ 85,184 ,

respectively.

11 – Other payables and accrued liabilities

Accrued professional fees (i)

5 unchanged sentences

(i) Accrued professional fees

The balance of accrued professional fees represented amount due to

third parties service providers which include marketing consulting service, IT related professional service, audit fee, and consulting

fee related to capital raising.

In addition, the balance of accrued professional fees also consist of consulting fee which the Company

agree to compensate the consultant by issuing 300,000 warrants exercisable for a period of 5 years at $ 4.00 per

On August 15, 2022, the Company had issued the warrants to the consultant upon completion of its Offering.

The value of the consulting

fee was estimated by the fair value of the warrants which was determined by using the Black Scholes model (Note 11).

The consulting fee

was estimated to be $ 856,170 and record as accrued professional fee as of June 30, 2022.

Upon issuance of the warrants, the above-mentioned

balance of the accrued professional fee was reduced by increasing the same amount in additional paid in capital.

balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing,

marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.

(ii) Accrued promotion expense

The balance of accrued promotion expense represented

the balance of profit sharing payable to the Company’s merchant and subscribed agents to promote business growth.

balance of accrued promotion expense represented the balance of profit sharing payable to the Company’s merchant and subscribed

agents to promote business growth.

(iii) Accrued interest

The balance of accrued interest represented the

balance of interest payable from convertible note aforementioned in Note 8.

balance of accrued interest represented the balance of interest payable from convertible notes aforementioned in Note 10.

(iv) Payables to merchants from ZCITY platform

The balance of payables to merchants from ZCITY

platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 10 – Related Party balances and

Related party balances

Other receivable, a related party

Name of related party

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is the common shareholder

Equipment rental deposit

Convertible notes payable, related parties

Name of related party

Spouse of Kok Pin “Darren” Tan, shareholder of TGL

Click Development Berhad

Shareholder of TGL

Cloudmaxx Sdn Bhd

Jau Long “Jerry” Ooi and Kok Pin “Darren” Tan are common shareholder

V Capital Kronos Berhad

Shareholder of TGL, and Voon Him “Victor” Hoo is the common shareholder

World Cloud Ventures Sdn Bhd

Jau Long “Jerry” Ooi is the common shareholder

Pursuant to the convertible note agreement related

to above convertible notes payable, related parties, the convertible note shall not be interest bearing if the Company completes its Offering

within the 36 months from the date of issuance of the convertible note, unless it has not been converted by the third anniversary

of its issuance date, in which case it shall bear interest from the time of issuance at 12 % per annum.

As the Company completed

its Offering on August 15, 2022, no interest expenses pertained to above convertible notes payable, related parties were accrued for years

ended June 30, 2023 and 2022.

Accounts payable, related parties

Name of Related Party

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is the common shareholder

Purchase of inventories

The Evolutionary Zeal Sdn Bhd

Shareholder of TGL

Purchase of inventories

World Cloud Ventures Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Purchase of inventories

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other payables, related parties

Name of Related Party

True Sight Sdn Bhd

Su Huay “Sue” Chuah, the Company’s Chief Marketing Officer is the shareholder of this entity

Consulting fee

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common

Operating expense paid on behalf

Amount due to related parties

Name of Related Party

Chong Chan “Sam” Teo

Directors, Chief Executive Officer, and Shareholder of TGL

Interest-free loan, due on demand

Kok Pin “Darren” Tan

Shareholder of TGL

Interest-free loan, due on demand

Related party loan

On December 7, 2020, the Company obtained right of use of a vehicle

through signing a trust of deed with Chan Chong “Sam” Teo, the Chief Executive Officer and a shareholder of TGL.

return, the Company is obligated to remit monthly installment auto loan payment related to this vehicle on behalf of the related party

mentioned above.

The total amount of loan that the Company is entitled to repay is approximately $ 27,000 (RM 114,000 ).

loan bear 5.96 % of interest rate per annum with 60 equal monthly installment payment due on the first of each month .

of June 30, 2023, such loan has an outstanding balance of $ 13,422 , of which $ 8,099 due after 12 months period and classified as related

party loan, non-current portion.

The interest expense was $ 1,779 and $ 1,333 during the years ended June 30, 2023 and 2022, respectively.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

party transaction

Revenue from related parties

Name of Related Party

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Sales of products

Matrix Ideal Sdn Bhd

Yu Weng Lok is a common shareholder

Sales of products

Purchase from related parties

Name of Related Party

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Purchase of products

World Cloud Ventures Sdn Bhd

Shareholder of TGL

Purchase of Services

The Evolutionary Zeal Sdn Bhd

Jay Long “Jerry” Ooi is a common shareholder

Purchase of products

Equipment purchased from a related party

Name of Related Party

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Purchase of equipment

Consulting fees from related parties

Name of Related Party

V Capital Investment Limited

Voon Him “Victor” Hoo, the Company’s Chairman and Managing Director is the director of this entity beginning on June 1, 2021.

Consulting fees

Imej Jiwa Communications Sdn Bhd

Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity

Consulting fess

True Sight Sdn Bhd

Su Huay “Sue” Chuah, the Company’s Chief Marketing Officer is a 40% shareholder of this entity

Consulting fees

GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Stockholders’

Equity (Deficiency)

Prior to October 2021, TGL is authorized to issue 10,000,000 shares

having a par value of $ 0.00001 per share.

In October 2021, TGL increased its authorized shares to 170,000,000 shares as

part of the Reorganization with GEM, consisting of 150,000,000 shares of common stock with $ 0.00001 par value, and 20,000,000 shares

of preferred stock with $ 0.00001 par value as of June 30, 2023 and 2022.

The share capital increased of TGL presented herein is prepared

on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of GEM.

Beneficial conversion feature from issuance

of convertible note

On January 3, 2022 and May 13, 2022, the Company

entered into 2 loan agreements which allow the third party to convert the loan balance along with interest balance incurred into a number

of shares of the Company’s common stock as of the closing date of the IPO.

For the year ended June 30, 2023, the Company has withdrew

additional $ 2,686,914 from these loan agreements.

As the Company determined that loan contained a beneficial conversion feature,

the Company recognized the fair value of embedded conversion feature of $ 537,383 in the convertible notes as additional paid-in capital

and reduced the carrying value of the convertible notes as a debt discount for the year ended June 30, 2023.

From February to June, 2023, the Company issued

two convertible notes, to a third party, in an aggregate principal amount of $ 5,500,000 .

As the Company determined these convertible notes

contained a beneficial conversion feature, therefore, the Company recognized the fair value of embedded conversion feature of $ 211,679

in the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for

the year ended June 30, 2023.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Common stock issued upon conversion of convertible

note payable, net of unamortized discounts

On August 15, 2022, the Company issued 4,175,889 shares

of common stock upon the conversion of $ 16,534,988 of convertible note payable, net of unamortized discounts and accrued interest

(Note 8), among which, $ 2,437,574 was converted into 353,272 shares of common stock are belonged to the related parties.

In June 2023, the Company issued 327,523 shares

of common stock upon conversion of $ 378,953 of convertible note payable, net of unamortized discounts and accrued interest.

Common stock issued from the Offering, net

of issuance costs

On August 15, 2022, the Company had closed its

initial underwritten public offering of 2,300,000 shares of common stock, which included the full exercise of the underwriter’s

over-allotment option, at a public prince of $ 4.00 per share.

The Company received net proceeds of approximately $ 8.2 million,

net of underwriting discounts and commissions and fees, other offering expenses amounted to approximately $ 1.0 million, and fair

value of warrants issued to the underwriters of approximately $ 0.2 million.

Common stock issued for consulting service

In July 2021 the Company signed a capital market advisory agreement

(“Agreement”) with Exchange Listing, LLC (“Consultant”), to engage in advisory service in capital market advisory,

corporate governance, and organizational meeting.

The term of this Agreement shall commence on the execution date and shall continue until

the later of nine months or until the Company is trading on a senior exchange or otherwise extended by both parties.

The Company extended

the contract term until the Company is trading on a senior exchange.

Upon execution of this agreement, the Company agrees to sell to the

Consultant, or its designees shares of the Company’s common stock which equivalents to 2 % of the Company’s fully –

diluted shares outstanding, at $ 0.001 per share.

The Company estimated the fair value of the common stock issued to the Consultant for

the year ended June 30, 2022 by using the market price $ 5.48 per share as per an enterprise per share value appraised from an independent

For the year ended June 30, 2022, the Company has issued 232,666 shares of common stock to the Consultant and the

stock-based compensation in connection with the service period of these shares amounted to $ 1,283,994 .

After completion of the Company’s

Offering on August 15, 2022, the Company had issued additional 109,833 shares of common stock to ensure that the Consultant’s

balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer

through the Company’s ZCITY platform.

12 – Related party balances and transactions

party balances

receivable, a related party

Name of related party Relationship Nature As of

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Equipment rental deposit $ 12,246 $ 12,379

payables, related parties

Name of Related Party Relationship Nature As of

True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s Former Chief Marketing Officer is the shareholder of this entity Consulting fee $ -

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common

shareholder Operating expense paid on behalf 761 1,315

Total $ 761 $ 1,660

due to related parties

Name of Related Party Relationship Nature As of

Chong Chan “Sam” Teo Former Directors,Former Chief Executive Officer, and Shareholder of TGL Interest-free loan, due on demand $ -

Kok Pin “Darren” Tan Shareholder of TGL Interest-free loan, due on demand -

December 7, 2020, the Company obtained right of use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo, the

Chief Executive Officer and a shareholder of TGL.

In return, the Company is obligated to remit monthly installment auto loan payment

related to this vehicle on behalf of the related party mentioned above.

The total amount of loan that the Company is entitled to repay

is approximately $ 27,000 (RM 114,000 ).

The auto loan bear 5.96 % of interest rate per annum with 60 equal monthly

installment payment due on the first of each month.

As of June 30, 2024, such loan has an outstanding balance of $ 9,081 , of which

$ 2,743 due after 12 months period and classified as related party loan, non-current portion.

The interest expense was $ 1,414 and

$ 1,779 for the years ended June 30, 2024 and 2023, respectively.

party transactions

from related parties

Name of Related Party Relationship Nature For the

Matrix Ideal Sdn Bhd Yu Weng Lok is a common shareholder Sales of products $ -

from related parties

Name of Related Party Relationship Nature For the

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of products $ 25,446 $ 22,036

purchased from a related party

Name of Related Party Relationship Nature For the

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Purchase of equipment $ 14,093 $ 52,328

expenses from related parties

Name of Related Party Relationship Nature For the

World Cloud Ventures Sdn Bhd Shareholder of TGI Operating expense -

VCI Global Limited Shareholder of TGI Operating expense 15,000 -

Imej Jiwa Communications Sdn Bhd Voon Him “Victor” Hoo, the Company’s former Chairman and Managing Director is the director of this entity Consulting fess -

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi

is a common shareholder Operating expense 25,278

True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s Former Chief Marketing Officer is a 40% shareholder of this entity Consulting fees 40,947 290,476

Total $ 81,225 $ 348,704

13 – Stockholders’ deficiency

to October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $ 0.00001 per share.

In October 2021,

TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with ZCITY, consisting of 150,000,000 shares

of common stock with $ 0.00001 par value, and 20,000,000 shares of preferred stock with $ 0.00001 par value.

capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the

first period presented of shares capital of ZCITY.

On February 22, 2024, a Certificate of Amendment

to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate

of Amendment”) that provides for a 1-for-70 reverse stock split (the “Split”) of its shares of common stock, par value

$ 0.00001 per share.

Reverse stock split

February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock.

The Company believed it is appropriate

to reflect the above transactions on a retroactive basis similar to those after a stock split or dividend pursuant to ASC 260.

and per share amounts used herein and in the accompanying consolidated financial statements have been retroactively stated to reflect

the effect of the reverse stock split.

Upon execution of the 1-for-70 reverse stock split, the Company recognized additional 8 shares

of common stock due to round up issue.

conversion feature from issuance of convertible note

January 3, 2022 and May 13, 2022, the Company entered into 2 loan agreements which allow the third party to convert the loan balance

along with interest balance incurred into a number of shares of the Company’s common stock as of the closing date of the IPO.

the year ended June 30, 2023, the Company has withdrew additional $ 2,686,914 from these loan agreements.

As the Company determined

that loan contained a beneficial conversion feature, the Company recognized the fair value of embedded conversion feature of $ 537,383 in

the convertible notes as additional paid-in capital and reduced the carrying value of the convertible notes as a debt discount for the

year ended June 30, 2023.

February to June, 2023, the Company issued two convertible notes, to a third party, in an aggregate principal amount of $ 5,500,000 .

the Company determined these convertible notes contained a beneficial conversion feature, therefore, the Company recognized the fair

value of embedded conversion feature of $ 211,679 in the convertible notes as additional paid-in capital and reduced the carrying

value of the convertible notes as a debt discount for the year ended June 30, 2023.

stock issued upon conversion of convertible note payable, net of unamortized discounts

the year ended June 30, 2023, the Company issued 64,335 ( 4,503,412 pre reverse split) shares of common stock upon the conversion of $ 16,913,941 of

convertible note payable, net of unamortized discounts and accrued interest (Note 10), among which,

$ 2,437,574 was converted into 5,047 ( 353,272 pre reverse split) shares of common stock are belonged to the related parties .

the year ended June 30, 2024, the Company issued 68,061 ( 4,764,200 pre reverse split) shares of common stock upon conversion of $ 1,811,070

of convertible note payable, net of unamortized discounts and accrued interest.

stock issued from the Offering, net of issuance costs

August 15, 2022, the Company had closed its initial underwritten public offering of 32,857 ( 2,300,000 pre reverse split) shares

of common stock, which included the full exercise of the underwriter’s over-allotment option, at a public price of $ 4.00 per

The Company received net proceeds of approximately $ 8.2 million, net of underwriting discounts and commissions and fees,

other offering expenses amounted to approximately $ 1.0 million, and fair value of warrants issued to the underwriters of approximately

$ 0.2 million.

stock issued for consulting services

service agreement with Exchange Listing, LLC

July 2021, the Company signed a capital market advisory agreement (“Agreement”) with Exchange Listing, LLC (“Consultant”),

to engage in advisory service in capital market advisory, corporate governance, and organizational meeting.

The term of this Agreement

shall commence on the execution date and shall continue until the later of nine months or until the Company is trading on a senior exchange

or otherwise extended by both parties.

The Company extended the contract term until the Company is trading on a senior exchange.

execution of this agreement, the Company agrees to sell to the Consultant, or its designees shares of the Company’s common stock

which equivalents to 2 % of the Company’s fully – diluted shares outstanding, at $ 0.001 per share.

The Company estimated the

fair value of the common stock issued to the Consultant for the year ended June 30, 2022 by using the market price $ 5.48 per share as

per an enterprise per share value appraised from an independent third party.

After completion of the Company’s Offering on August

15, 2022, the Company had issued additional 1,570 ( 109,833 pre reverse split) shares of common stock to ensure that the Consultant’s

total shares of the Company’s common stock equivalents to 2 % of the Company’s fully – diluted shares outstanding using

the fair value of $ 4.00 per share with the fair value of $ 439,332 .

Stock-based compensation expense amounted $ 439,332 and $ 1,283,994 for

the years ended June 30, 2023 and 2022, respectively.

Common stock issued to former director

On March 20, 2023, Voon Him “Victor”

Hoo has resigned as managing director and chairman of the Company.

To compensate Victor for his service, the Board approved to issue 285,714

shares of common stock which is equivalent to $ 380,000 based on the closing price of the Company’s closing stock on March 21, 2023

For the years ended June 30, 2024, and 2023, the Company incurred

stock-based compensation expenses related to the aforementioned Consultant amounting to $0 and $ 439,332 , respectively.

service agreement with TraDigital Marketing Group

May 2024, the Company signed a marketing agreement (the “Marketing Agreement”) with TraDigital Marketing Group (“TraDigital”)

to engage in consulting services for investor relations and digital marketing.

The services are to be provided over three days, commencing

on or after May 5, 2024.

Pursuant to the Marketing Agreement, the Company agreed to pay $ 120,000 in cash and to issue 20,000 shares of

the Company’s common stock with fair value of $ 4.1 per share to TraDigital in exchange for its consulting services.

the years ended June 30, 2024, and 2023, the Company incurred stock-based compensation expenses related to TraDigital amounting to $ 82,000

and $ 0 , respectively.

stock issued to former director

March 20, 2023, Voon Him “Victor” Hoo has resigned as managing director and chairman of the Company.

To compensate Victor

for his service, the Board approved to issue 285,714 shares of common stock which is equivalent to $ 380,000 based on the

closing price of the Company’s closing stock on March 21, 2023 to Victor.

stock issued from the November 2023 Offering, net of issuance costs

November 30, 2023, The Company had closed the November 2023 Offering of 371,629 ( 26,014,000 pre reverse split) shares of common stock,

at a public offering price of $ 0.10 per share, and 14,000,000 Pre-Funded Warrants, each with the right to purchase 0.01 (one share pre

reverse split) of Common Stock, at a public offering price of $ 0.0999 per Pre-Funded Warrant.

The Company received net proceeds from

November 2023 Offering of approximately $ 3.5 million, net of underwriting discounts and commissions and fees, other offering expenses

amounted to approximately $ 0.5 million.

stock issued from the Marketing Offering, net of issuance costs

March 22, 2024, the Company and H.C.

Wainwright & Co., LLC, (the “Manager”) entered into a marketing offering agreement

(“Marketing Offering Agreement”).

Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through

or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering.

the year ended June 30, 2024, the Company received an aggregated net proceed of $ 431,811 , net of broker fee from issuance of 94,889 shares

of common stock which sell through or to the Manager.

stock issued for acquiring intangible assets

AI Lab Martech Sdn.

October 12, 2023, the Company, and AI Lab Martech Sdn.

(the “Licensor”) entered into a License and Service Agreement

(the “License Agreement”), in which the Licensor shall provide a non-exclusive, non-transferable, royalty-free license to

use and operate an AI software solutions (the “AI Software”) in exchange for the issuance of $ 563,000 worth of common stock

of the Company, or 42,044 ( 2,943,021 pre reverse split) shares valued at $ 13.39 ($ 0.1913 pre reverse split) per share.

The License Agreement

is for a period of 12 months.

VT Smart Venture Sdn Bhd

December 19, 2023, the Company and VT Smart Venture Sdn Bhd (the “Developer”), a company that is in the business of, among

other things, technology services, entered into a Software Development Agreement (the “Agreement”), in which the Developer

shall provide application, services and turnkey solutions on software development in various aspects, including customization, software

design layout, creative media platform development, artificial embedded and artificial intelligence related media platform and design

in exchange for $ 1,000,000 worth of common stock, par value $ 0.00001 per share, of the Company, or 142,857 ( 10,000,000 pre

reverse split) shares valued at $ 7.0 ( $ 0.10 pre

reverse split) per share.

The Agreement is for a period of one month.

Myviko Holding Sdn.

March 12, 2024, the Company and Myviko Holding Sdn.

(the “Seller”) entered into a Software Purchase Agreement (the “Purchase

Agreement”), in which the Seller agreed to transfer all rights, title and interest to the Company, including without limitation,

all computer software and its source code and software licenses in exchange for the issuance of $ 1,000,000 worth of common stock, par

value $ 0.00001 per share, of the Company.

Pursuant to the Purchase Agreement, the Shares will be issued within 5 business days from the

effective date of the Purchase Agreement and will be restricted securities and not be listed on any exchange.

As of June 30, 2024, the

Company has issued 198,412 shares to the Seller.

MYUP Solution Sdn Bhd

April 8, 2024, The Company and MYUP Solution Sdn Bhd (the “Seller 2”), a company that is in the business of, among other

things, technology services, entered into a Software Purchase Agreement (the “ Purchase Agreement

2 ”), in which the Seller 2 agreed to sell to the Company a certain software application in exchange for $ 495,500 worth of

common stock, par value $ 0.00001 per share, of the Company, or 126,081 shares valued at $ 3.93 per share.

of June 30, 2024, the Company has issued 126,081 shares to the Seller 2.

Falcon Gateway Sdn Bhd

May 27, 2024, the Company and Falcon Gateway Sdn Bhd (the “Seller 3”), a company that is in the business of, among other

things, technology services, entered into a Software Purchase Agreement (the “Purchase Agreement 3”), in which the Seller

agreed to sell to the Company a certain software application in exchange for $ 495,000 worth of common stock, par value $ 0.00001 per share,

of the Company, or 125,954 shares valued at $ 3.93 per share.

As of June 30, 2024, the Company has

issued 125,954 shares to the Seller 3.

stock issued to related parties for debts cancellation

30, 2023, the Company issued a total of 25,954 ( 1,816,735 pre reverse split) restricted shares

of common stock to the Company’s Chief Executive Officer, Chong Chan “Sam” Teo, and shareholder, Kok Pin “Darren”

Tan (collectively, the “Creditors”) in exchange for the cancellation of $ 321,562 in aggregate indebtedness owed to the Creditors.

In February 2024, the Company’s Chief Executive

Officer, Chong Chan “Sam” Teo, made a capital contribution of $ 16,348 in addition to the debt cancellation, as further consideration

for the common stock issued to him in October 2023.

Issuance of warrants - non- employee stock compensation

Pertain to above mentioned Agreement with the Consultant, on August

15, 2022, the Company also issued 300,000 warrants to the Consultant or its designees exercisable for a period of five

years at $ 4.00 per share upon completion of the Company’s Offering.

Meanwhile, on the same date, the Consultant had exercised

all of its warrants on cashless basis and received 157,143 shares of the Company’s common stock.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The fair value of the warrants which was determined

by using the Black Scholes model using the following assumptions:

(1) expected volatility of 49.0 %, (2) risk-free interest

rate of 0.89 %, (3) expected life of 5.0 years, (4) exercise price of $ 4.0 and (5) estimated market

price of $ 5.48 on July 1, 2020, the date of which the consulting agreement was entered.

Based on above assumption, the fair value

of the warrants were estimated to be $ 856,170 .

to above mentioned Agreement with the Consultant, on August 15, 2022, the Company also issued 300,000 warrants to the Consultant

or its designees exercisable for a period of five years at $ 4.00 per share upon completion of the Company’s Offering.

Meanwhile, on the same date, the Consultant had exercised all of its warrants on cashless basis and received 2,245 ( 157,143 pre

reverse split) shares of the Company’s common stock.

fair value of the warrants which was determined by using the Black Scholes model using the following assumptions:

(1) expected volatility

of 49.0 %, (2) risk-free interest rate of 0.89 %, (3) expected life of 5.0 years, (4) exercise price

of $ 4.0 and (5) estimated market price of $ 5.48 on July 1, 2020, the date of which the consulting agreement was entered.

Based on above assumption, the fair value of the warrants were estimated to be $ 856,170 .

Issuance of the underwriters warrants

On August 10, 2022, the Company entered into an

underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters (the “Representative”), relating to the Offering of 2,300,000 shares of the Company’s

common stock, par value $ 0.00001 per share, at an Offering price of $ 4.00 per share.

Pursuant to the Underwriting Agreement,

in exchange for the representative’s firm commitment to purchase the Shares, the Company agreed to issue the underwriters warrants

(the “Representative’s Warrants”) to purchase an aggregate of 100,000 shares of the Company’s common

stock, which is equal to five percent ( 5 %) of the shares sold in the Offering, excluding the over-allotment option, at an exercise price

of $ 5.00 , which is equal to 125 % of the Offering price.

The Representative’s Warrant may be exercised beginning on February 10,

2023, until August 10, 2027.

For the year ended June 30, 2023, there are no warrants were exercised by the Representative.

The fair value of the warrants which was determined

by using the Black Scholes model using the following assumptions:

(1) expected volatility of 54.8 %, (2) risk-free interest

rate of 2.91 %, (3) expected life of 5.0 years, (4) exercise price of $ 5.0 and (5) stock price of $ 4.0 on

August 15, 2022, the date of which the warrants were issued.

Based on above assumption, the fair value of the warrants were estimated

to be $ 175,349 .

Warrants outstanding as of June 30, 2023 are as

August 10, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division

of Benchmark Investments, LLC, as representative of the underwriters (the “Representative”), relating to the Offering of 32,858

( 2,300,000 pre reverse split) shares of the Company’s common stock, par value $ 0.00001 per share, at an Offering price

of $ 280 ($ 4.00 pre reverse split) per share.

Pursuant to the Underwriting Agreement, in exchange for the representative’s

firm commitment to purchase the Shares, the Company agreed to issue the underwriters warrants (the “Representative’s Warrants”)

to purchase an aggregate of 1,428 ( 100,000 pre reverse split) shares of the Company’s common stock, which is equal to

five percent ( 5 %) of the shares sold in the Offering, excluding the over-allotment option, at an exercise price of $ 5.00 , which is equal

to 125 % of the Offering price.

The Representative’s Warrant may be exercised beginning on February 10, 2023, until August

As of June 30, 2024, none of the warrants has been exercised by the Representative.

fair value of the warrants which was determined by using the Black Scholes model using the following assumptions:

(1) expected volatility

of 54.8 %, (2) risk-free interest rate of 2.91 %, (3) expected life of 5.0 years, (4) exercise price

of $ 5.0 and (5) stock price of $ 4.0 on August 15, 2022, the date of which the warrants were issued.

Based on above assumption,

the fair value of the warrants were estimated to be $ 175,349 .

Issuance of the Pre-Funded Warrants

November 28, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement 2”) with EF Hutton LLC

as the underwriter, relating to the November 2023 Offering of (i) 371,629 ( 26,014,000 pre reverse split) shares of common stock, at a

public offering price of $ 0.10 per share, and (ii) 14,000,000 Pre-Funded Warrants, each with the right to purchase 0.01 (one pre reverse

split) share of Common Stock, at a public offering price of $ 0.0999 per Pre-Funded Warrant.

The Pre-Funded Warrants became exercisable

immediately upon issuance, at an exercise price of $ 0.0001 or through cashless option.

Pre-Funded Warrants are classified as a component of permanent stockholders’ equity within additional paid-in capital and were

recorded at the issuance date using a relative fair value allocation method.

The Pre-Funded Warrants are equity classified because they

(i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are

immediately exercisable, (iii) permit the holders to receive a fixed number of shares of common stock upon exercise, (iv) are indexed

to the Company’s common stock.

The Company valued the Pre-Funded Warrants at issuance concluding the purchase price approximated

the fair value and allocated net proceeds from the purchase proportionately to the common stock and Pre-Funded Warrants, of which $ 1,398,600

was allocated to the Pre-Funded Warrants and recorded as a component of additional paid in capital.

Exercise of the Pre-Funded Warrants

December 2023 and January 2024, the holder of Pre-Funded Warrants have collectively exercised 14,000,000 the Pre-Funded Warrants into

200,000 ( 14,000,000 pre reverse split) shares of the Company’s common stock at an exercise price of $ 0.0001 per share.

outstanding as of June 30, 2024 are as follows:

Shares Weighted

Price* Weighted

Outstanding at June 30, 2023 100,000 $ 5.00 4.1

Granted 14,000,000 0.0001 -

Exercised ( 14,000,000 ) -

Outstanding at June 30, 2024 100,000 $ 5.00 3.1

Note 12 – Income taxes

The United States and foreign components of loss

before income taxes were comprised of the following:

stock compensation

June 2024, the Company executed executive employment agreements (“Employment Agreements”) with three individuals, appointing

them as the Company’s executive officers.

Under the terms of the Employment Agreements, each executive officer is entitled to receive

a predetermined monetary value of the Company’s common stock as annual compensation for the first year, with stock compensation

for subsequent years contingent upon performance.

The stock compensation is prorated on a monthly basis and is subject to the restrictions

of Securities Act Rule 144.

For the fiscal year ended June 30, 2024, the Company recognized $ 11,111 in stock-based compensation expense

attributable to the Employment Agreement.

However, none of the shares had been issued or settled by the Company as of June 30, 2024.

14 – Income taxes

United States and foreign components of loss before income taxes were comprised of the following:

For the years ended

9 unchanged sentences

$ ( 11,630,095 )

The provision for income taxes consisted of the following:

provision for income taxes consisted of the following:

For the years ended

3 unchanged sentences

Provision for income taxes

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

United States of America

TGL was incorporated in the State of Delaware

and is subject to the tax laws of the United States of America.

As of June 30, 2023, the operations in the United States of America incurred

$ 5,607,076 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income.

tax valuation allowance as of June 30, 2023 and 2022 were $ 1,177,486 and $ 324,144 , respectively.

TGL also subject to controlled foreign corporations

Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a

tax rate of 35 %.

In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which

is a tax on certain off-shore earnings at an effective rate of 10.5 % for tax years ( 50 % deduction of the current enacted tax rate

of 21 %) with a partial offset for 80 % foreign tax credits.

If the foreign tax rate is 13.125 % or higher, there will be

States of America

was incorporated in the State of Delaware and is subject to the tax laws of the United States of America.

As of June 30, 2024, the operations

in the United States of America incurred $ 8,340,387 of cumulative net operating losses which can be carried forward indefinitely to offset

future taxable income, and can be used to offset up to 80 % of taxable income for losses arising in tax years beginning after June 30,

The deferred tax valuation allowance as of June 30, 2024 and June 30, 2023 were $ 1,751,481 and $ 1,177,486 , respectively.

also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income

from controlled foreign corporations with a tax rate of 35 %.

In addition, the Tax Cuts and Jobs Act imposed a global intangible

low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5 % for tax years

( 50 % deduction of the current enacted tax rate of 21 %) with a partial offset for 80 % foreign tax credits.

If the foreign tax

rate is 13.125 % or higher, there will be no U.S.

corporate tax after the 80 % foreign tax credits are applied.

For the years ended June 30, 2023 and 2022, the

Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

the years ended June 30, 2024 and 2023, the Company’s foreign subsidiaries did not generate any income that are subject to Subpart

F tax and GILTI tax.

Foodlink, Morgan, and AY Food are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in

8 unchanged sentences

valuation allowance as of June 30, 2024 and 2023 were $ 5,288,159 and $ 4,927,995 , respectively.

The following table reconciles

the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated

For the years ended

4 unchanged sentences

Effective tax rate

(1) Permanent difference consists of legal and professional fee

net with the IPO proceeds, which is non-deductible in the Company’s tax return.

The following table sets forth the significant

components of the aggregate deferred tax assets of the Company as of:

following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

Deferred tax assets:

1 unchanged sentence

Net operating loss carry forwards in Malaysia

Stock based compensation

Allowance for credit losses

Unrealized holding loss on marketable securities

Amortization of debt discount

3 unchanged sentences

Deferred tax assets

* Change in valuation allowance was amounted to $ 2,492,329 and $ 1,870,243

for the years ended June 30, 2023 and 2022, respectively.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Uncertain tax positions

The Company evaluates each uncertain tax position

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated

with the tax positions.

As of June 30, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions.

The Company did not incur interest and penalties tax for the years ended June 30, 2023 and 2022.

Note 13 – Concentrations of risks

(a) Major customers

For the years ended June 30, 2023 and 2022, no customer

accounted for 10.0 % or more of the Company’s total revenues.

As of June 30, 2023, two customers account for approximately

24.6 % and 24.6 % of the total balance of accounts receivable, respectively.

As of June 30, 2022, no customer account for 10.0 %

or more of the total balance of accounts receivable.

(b) Major vendors

For the years ended June 30, 2023, two vendors

accounted for approximately 62.5 % and 32.7 % of the Company’s total purchases.

For the year ended June 30, 2022 one vendor

accounted for approximately 95.0 % of the Company’s total purchases.

As of June 30, 2023, one vendor accounted

for 91.0 % of the total balance of accounts payable.

As of June 30, 2022, three vendors accounted for approximately 45.0 %, 22.9 %,

and 10.9 % of the total balance of accounts payable, respectively.

Financial instruments that potentially subject

the Company to significant concentrations of credit risk consist primarily of cash.

As of June 30, 2023 and 2022, $ 4,593,634 and

$ 1,845,232 were deposited with financial institutions or fund received from customer being held in third party platform’s fund

account, and $ 2,458,638 and $ 1,759,715 of these balances are not covered by deposit insurance, respectively.

While management

believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Financial instruments that are potentially subject to credit risk consist

principally of accounts receivable.

The Company believes the concentration of credit risk in its accounts receivable is substantially

mitigated by its ongoing credit evaluation process and relatively short collection terms.

The Company does not generally require collateral

from customers.

The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of

specific customers, historical trends and other information.

(d) Exchange rate risk

The Company cannot guarantee that the current

exchange rate will remain steady;

therefore, there is a possibility that the Company could post the same amount of profit for two comparable

periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to

US$ on that date.

The exchange rate could fluctuate depending on changes in political and economic environments without notice.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 14 – Leases

The Company determines if a contract contains

a lease at inception.

US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for

financial reporting purposes.

The classification evaluation begins at the commencement date and the lease term used in the evaluation

includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option

periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic

* Change in valuation allowance was amounted to $ 1,245,262 and $ 2,492,329 for the years ended June 30, 2024 and 2023, respectively.

tax positions

Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical

merits, and measure the unrecognized benefits associated with the tax positions.

As of June 30, 2024 and 2023, the Company did not

have any significant unrecognized uncertain tax positions.

The Company did not incur interest and penalties tax for the years ended

June 30, 2024 and 2023.

15 – Concentrations of risks

Major customers

the years ended June 30, 2024 and 2023, no customer accounted for 10.0% or more of the Company’s total revenues.

of June 30, 2024, three customers account for approximately 65.3 %, 19.3 %, and 15.4 % of the total balance of accounts receivable, respectively.

As of June 30, 2023, two customers account for approximately 24.6 % and 24.6 % of the total balance of accounts receivable, respectively.

Major vendors

the years ended June 30, 2024, two vendors accounted for approximately 52.7 % and 41.2 % of the Company’s total purchases.

years ended June 30, 2023, two vendors accounted for approximately 62.5 % and 32.7 % of the Company’s total purchases.

of June 30, 2024, two vendors accounted for approximately 85.1 %, and 11.6 % of the total balance of accounts payable.

June 30, 2023, one vendor accounted for 91.0 % of the total balance of accounts payable.

instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash.

As of June 30,

2024 and 2023, $ 198,952 and $ 4,593,634 were deposited with financial institutions or fund received from customer being held in third

party platform’s fund account, and $ 85,308 and $ 2,458,638 of these balances are not covered by deposit insurance, respectively.

While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

instruments that are potentially subject to credit risk consist principally of accounts receivable.

The Company believes the concentration

of credit risk in its accounts receivable is substantially mitigated by its ongoing credit evaluation process and relatively short collection

The Company does not generally require collateral from customers.

The Company evaluates the need for an provision for estimated

credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.

Exchange rate risk

Company cannot guarantee that the current exchange rate will remain steady;

therefore, there is a possibility that the Company could

post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower

profit depending on exchange rate of RM converted to US$ on that date.

The exchange rate could fluctuate depending on changes in political

and economic environments without notice.

Company determines if a contract contains a lease at inception.

US GAAP requires that the Company’s leases be evaluated and classified

as operating or finance leases for financial reporting purposes.

The classification evaluation begins at the commencement date and the

lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying

asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such

option which result in an economic penalty.

The Company’s office lease was classified as operating leases.

The lease generally do not contain options to extend at

the time of expiration.

Company had an existing operating lease for office as of July 1, 2022.

Upon adoption of FASB ASU 2016-02 on July 1, 2022, the Company

recognized $ 84,829 ROU asset and same amount of operating lease liability based on the present value of the future minimum

rental payments of leases, using a discount rate of 3.5 % based on duration of lease terms.

As of June 30, 2023, the weighted-average

lease term is 1.6 years for the remaining leases.

The Company’s lease agreements do not contain any material residual

value guarantees or material restrictive covenants.

The Company’s lease liabilities under the remaining operating leases as of

June 30, 2023 for the next five years is as follows:

The lease generally

do not contain options to extend at the time of expiration.

adoption of FASB ASU 2016-02 on July 1, 2022, the Company recognized $ 84,829 ROU asset and same amount of operating lease liability

based on the present value of the future minimum rental payments of leases, using a discount rate of 3.5 % based on duration

of lease terms.

As of June 30, 2024, the weighted-average lease term is 0.5 years for the remaining leases.

The Company’s

lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company’s lease liabilities

under the remaining operating leases as of June 30, 2024 for the next five years is as follows:

Total undiscounted lease payments

1 unchanged sentence

Total lease liabilities

Lease expense for the years ended June 30, 2023 and 2022 were $ 168,752 ,

and $ 35,032 , respectively.

Note 15 – Commitments and contingencies

expense for the years ended June 30, 2024 and 2023 were $ 40,676 , and $ 38,496 , respectively.

17 – Commitments and contingencies

Contingencies

From time to time, the Company is party to certain

legal proceedings, as well as certain asserted and un-asserted claims.

Amounts accrued, as well as the total amount of reasonably possible

losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.

1, 2023, the Company through its 100 % own subsidiary Morgan enter into a worldwide master license agreement (“License Agreement”)

with Morganfield’s Holdings Sdn Bhd (“Licensor”), an unrelated third party.

Pursuant to the License agreement, the

Licensor agreed to grant the Morgan with the exclusive worldwide license for right of use in Licensor’s Trademark (“Trademark”)

for a period of five years.

During the five years license period, the Company agree to pay the licensor for monthly license fee in an

aggregate total of minimum payment of approximately $ 1.5 million or 40 % of the total monthly collection from the Company’s sub-licensees,

whichever is higher.

On June 6, 2023, the Company through its 100 %

own subsidiary AY Food Ventures Sdn Bhd enter into a worldwide master license agreement (“License Agreement”) with Sigma Muhibah

Sdn Bhd (“Licensor”), an unrelated third party.

Pursuant to the License agreement, the Licensor agreed to grant the AY Food

Ventures Sdn Bhd with the exclusive worldwide license for right of use in Abe Yus’s Trademark (“Trademark”) for a period

of five years.

During the five years license period, the Company agree to pay the licensor for monthly license fee in an aggregate total

of minimum payment of approximately $ 1.2 million or 40 % of the total monthly collection from the Company’s sub-licensees, whichever

time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims.

Amounts accrued,

as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed

to be material to the consolidated financial statements.

– SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after

June 30, 2023 up through September 28, 2023, the date the Company issued these consolidated financial statements.

From July to September 2023, the Company issued

2,416,226 shares of common stock upon conversion of $ 1,224,077 of convertible note payable and accrued interest from YA II PN3.

The Company evaluated all events and transactions

that occurred after June 30, 2024 up through September 30, 2024, the date the Company issued these consolidated financial statements.

From July to September 2024,

the Company received net proceed of $ 2,457,456 , net of broker fee from issuance of 1,583,418 shares of common stock which sell through

or to the Manager related to the Marketing Offering Agreement.

On September 20, 2024, the Company entered into

a partnership agreement (the “Agreement”) with Credilab Sdn.

Pursuant to the Agreement, the Company

and CLSB will establish a strategic partnership aimed at leveraging their respective core competencies, resources, and market expertise

to drive mutual benefit and growth.

In September 2024, the Company issued 2,000,000 shares of its common stock to CLSB in exchange for

CLSB’s integration of its credit services into the Company’s ZCity App.

In addition, the Company will introduce portfolio

clients (“Portfolio Clients”) to CLSB via the ZCity App, and in return, the Company will share one – third of the revenue

and processing fee from CLSB’s profit derived from Portfolio Client.

The five-year partnership facilitates joint marketing efforts,

profit-sharing, and further strategic collaboration between the parties.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data