What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-10-14 compared with 2024-09-30 · 1369 added, 1051 removed, 701 unchanged (78% of the section changed)

Statements and Supplementary Data.

TREASURE GLOBAL INC.

AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended June 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended June 30, 2025 and 2024

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Treasure Global Inc

of Independent Registered Public Accounting Firm

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.

balance sheets of Treasure Global Inc and its subsidiaries (the “Company”) as of June 30, 2024 and 2025, and the related consolidated

statements of operations and comprehensive loss, change in stockholders’ equity, and cash flows for each of the years in the two-year

period ended June 30, 2025, 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 2025, and the results

of its operations and its cash flows for each of the years in the two-year period ended June 30, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Substantial Doubt about the Company’s

37 unchanged sentences

San Mateo, California

September 30, 2024

October 14, 2025

TREASURE GLOBAL INC.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

in U.S dollar, except for the number of shares)

CURRENT ASSETS

4 unchanged sentences

Other receivables and other current assets, net

Other receivable, a related party

Other receivable, related party

Total current assets

2 unchanged sentences

Operating lease right-of-use assets

Other receivables and other assets, non-current, net

Total other assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

1 unchanged sentence

Insurance loan

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

Accounts payable

3 unchanged sentences

Other payables, related parties

Amount due to related parties

Operating lease liabilities

2 unchanged sentences

NON-CURRENT LIABILITIES

Operating lease liabilities, non-current

Derivative liabilities

Related party loan, non-current portion

Operating lease liabilities -non current

Total non-current liabilities

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIENCY)

STOCKHOLDERS’ EQUITY

Common stock, par value $ 0.00001 ;

4 unchanged sentences

( 38,030,074 )

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

Accumulated other comprehensive income

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025

The accompanying notes are

an integral part of these consolidated financial statements.

TREASURE GLOBAL INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

in U.S dollar, except for the number of shares)

For the Years Ended June 30,

COST OF REVENUES

1 unchanged sentence

( 1,760,921 )

( 4,721,723 )

GENERAL AND ADMINISTRATIVE

1 unchanged sentence

( 4,511,488 )

LONG-LIVE ASSETS IMPAIRMENT

( 19,517,303 )

RESEARCH AND DEVELOPMENT

7 unchanged sentences

OTHER (EXPENSE) INCOME

Other (expense) income, net

Other income, net

Interest expense

Fair value loss on marketable securities

Net loss on marketable securities

Change in fair value of derivative liabilities

Share-based compensation adjustment

( 2,726,545 )

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

4 unchanged sentences

( 6,586,623 )

OTHER COMPREHENSIVE INCOME (LOSS)

OTHER COMPREHENSIVE (LOSS) INCOME

Foreign currency translation adjustments

6 unchanged sentences

Basic and diluted*

* 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

* Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025

The accompanying notes are

an integral part of these consolidated financial statements.

TREASURE GLOBAL INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

STOCKHOLDERS’

Number of shares*

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’

in U.S dollar, except for the number of shares)

COMPREHENSIVE

(LOSS) INCOME

Balance as of

June 30, 2022

INCOME (LOSS)

STOCKHOLDERS’

Balance as of June 30, 2023

$ ( 31,443,451 )

$ ( 172,617 )

Beneficial conversion feature

from issuance of convertible notes

$ ( 130,332 )

( 6,586,623 )

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-

( 6,586,623 )

Conversion of convertible note payable

Issuance of common stock to related parties for debts

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

Cashless exercise of warrants-

non- employee stock compensation into common stock

Foreign currency translation

Capital contribution

Foreign currency translation adjustments

Balance as of June 30, 2024

2 unchanged sentences

( 23,377,488 )

Issuance of common stock at the market offering, net of

issuance costs

Issuance of common stock for software development

Employee stock base compensation

Issuance of common stock under subscription agreement

Issuance of common stock and warrant under share purchase

Fair value of warrants allocated to derivative liabilities

( 2,450,227 )

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

( 2,450,227 )

Exercise of warrants into common stock

Cashless exercise of warrants into common stock

Fair value of derivative liabilities upon exercise of warrants

Rounding upon reverse stock split

Foreign currency translation adjustments

Balance as of June 30, 2025

$ ( 61,407,562 )

* 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

* Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025

The accompanying notes are

an integral part of these consolidated financial statements.

TREASURE GLOBAL INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended

in U.S dollar, except for the number of shares)

For the Years Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

8 unchanged sentences

Stock-based compensation

Other income from software developing service, net of cost

Other income from software developing service

( 1,000,000 )

Loss from disposal of equipment

Gain from disposal of subsidiaries

Fair value loss on marketable securities

Gain from disposal of motor vehicle

Change in fair value of derivative liabilities

( 1,816,917 )

Net loss on marketable securities

Long-live assets impairment

Change in operating assets and liabilities

Accounts receivable

Other receivables and other current assets

Other receivables, a related party

( 1,596,297 )

Other receivables and other assets

( 7,110,970 )

Accounts payable

Accounts payable, related parties

Customer deposits

1 unchanged sentence

Other payables and accrued liabilities

Other payables, related parties

Operating lease liabilities

5 unchanged sentences

Purchases of equipment

Proceeds from sales of motor vehicle

Purchases of intangible asset

Prepayment of purchase consideration for business combination

Cash released from disposal of subsidiaries, net of cash received

Proceeds from sale of equipment

Collaboration deposit

( 5,572,287 )

Proceeds from sale of investment in marketable securities

Net cash used in investing activities

( 5,771,193 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments of deferred offering cost

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 from Issuance of common stock and warrant under share purchase agreement

Proceeds from Issuance of common stock under subscription agreement

Proceeds from issuance of common stock and prefunded warrants in Public Offering

Proceeds from exercise of warrants into common stock

Proceeds received from exercising prefunded warrants

Capital contribution

Proceed from insurance loan

Principal payments of insurance loan

Payments of related party loan

Proceeds from issuance of convertible notes

Other payable, related party

Repayments of convertible notes

( 3,367,291 )

Repayment of senior note

Repayments to related parties

( 1,728,225 )

Proceeds from third party loans

Repayments to third party loans

( 1,948,132 )

Net cash provided by financing activities

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

( 4,393,621 )

5 unchanged sentences

SUPPLEMENTAL NON-CASH FLOWS INFORMATION

Offering costs paid in the prior period

Beneficial conversion feature resulted from issuance of convertible notes

Fair value of warrants issued to underwriter

Fair value of warrants issued to consultant

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 note payable, net of unamortized discounts

Conversion of convertible note payable, related parties

Right-of-use assets in exchange for operating lease liabilities

Financing insurance premium paid by insurance loan

Issuance of common stock for software development

Acquisition of intangible assets through settlement of other receivables

Marketable securities received as in exchange of software developing service

1 unchanged sentence

Issuance of common stock for acquiring intangible assets

The accompanying notes are an integral part of these consolidated financial

Allocation of fair value of derivative liabilities for issuance of common stock

Fair value of derivative liabilities upon exercise of warrants

The accompanying notes are

an integral part of these consolidated financial statements.

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 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.

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

Bhd (“TADAA Technologies”),

(formerly known as ZCity Sdn.

Bhd, and Gem Reward Sdn.

Bhd, underwent a name change on July 31, 2024 and July 20, 2023, respectively).

TADAA Technologies 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 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.

Before and after the Reorganization, the Company, together with its subsidiaries is effectively

controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization of entities under common control

in accordance with Accounting Standards Codification (“ASC”) 805-50-25.

The consolidation of the Company and its subsidiaries

have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of

the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5.

of TADAA TECHNOLOGIES prior to the Reorganization through a Share Swap Agreement.

TADAA TECHNOLOGIES is under common control of the same

stockholders of TGL through a beneficial ownership agreement, which results in the consolidation of TADAA TECHNOLOGIES and has been accounted

for as a Reorganization of entities under common control at carrying value.

Before and after the Reorganization, the Company, together

with its subsidiaries is effectively controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization

of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25.

The consolidation

of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions

had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance

with ASC 805-50-45-5.

The Company, through its wholly owned subsidiary,

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

program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology.

The Company’s proprietary product is an internet application (or “app”) called “ZCITY App”.

ZCITY App drives

user app download and transactions by providing instant rebate and cashback.

The Company aims to transform and simplify a user’s

e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort to make it Malaysia’s

top reward and payment gateway platform.

TADAA TECHNOLOGIES, 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 program business model, focusing on providing a seamless payment solution and capitalizing on big data using

artificial intelligence technology.

The Company’s proprietary product is an internet application (or “app”) called “ZCITY

ZCITY App drives user app download and transactions by providing instant rebate and cashback.

The Company aims to transform

and simplify a user’s e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort

to make it Malaysia’s top reward and payment gateway platform.

On April 12, 2023, the Company entered into a

6 unchanged sentences

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

Foodlink, Morgan, and AY Food are engaged in the

operation of sub-licensing restaurant branding and the selling and trading of food and beverage products.

Since Foodlink, Morgan, and

AY Food are blank check companies that were incorporated in January 2023 without any operating history prior to the acquisition, the acquisition

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

Foodlink, Morgan, and AY Food are engaged in

the operation of sub-licensing restaurant branding and the selling and trading of food and beverage products.

Since Foodlink, Morgan,

and AY Food are blank check companies that were incorporated in January 2023 without any operating history prior to the acquisition,

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

In May 2024, the Company disposed

of Foodlink and its subsidiaries, Morgan and AY Food, due to continued operating losses.

During the years ended June 30, 2025, the Company

launched a new revenue stream by providing customized software development services.

This business line is part of the Company’s

broader efforts to explore new growth opportunities and strengthen its capabilities in the technology and digital services sector.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial

1 unchanged sentence

Name Background Ownership

ZCity Sdn Bhd (formerly known as Gem Reward Sdn.

Bhd.) (“ZCITY”) ●

TADAA Technologies Sdn.

Bhd (formerly known as ZCity Sdn Bhd and Gem Reward Sdn.

Bhd.) (“TADAA Technologies”) ●

A Malaysian company

2 unchanged sentences

100 % owned by TGL

TADAA Ventures Sdn.

Bhd (formerly known as VWXYZ Venture Sdn.

Bhd underwent a name change on July 29, 2025.) (“TADAA Ventures”) (2) ●

A Malaysian company

Incorporated in July 2024

Holding company

100 % owned by TGL

Foodlink Global Sdn.

16 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.

(1) 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:

On 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 .

and (ii) the balance of the purchase price payable in eight installment payments starting from May 24, 2024.

The Company recognized a gain amounted to $ 203,333 for the year end June 30, 2024 from disposal of Foodlink and its subsidiaries.

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

and its consolidated financial statements.

(2) TADAA Ventures is a holding company incorporated in July 2024, under the laws of Malaysia.

As of June 30, 2025, TADAA Ventures has no substantive operations.

Note 2 – Summary of significant

2 unchanged sentences

In assessing the Company’s liquidity and

the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure

the significant doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating

expenditure commitments.

The Company’s liquidity needs are to meet working capital requirements and operating expense obligations.

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, its initial underwritten public offering (the “Offering”), its

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

To date, 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 various of public offerings.

The Company’s management has considered

4 unchanged sentences

operating cash outflow of approximately $ 9.3 million for the year ended June 30, 2025.

On August 15, 2022, the Company closed its Offering

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

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

Upon completion of these transactions, the Company

received $ 5,060,000 in net proceeds from this third party, net of debt discount.

The convertible notes accrue or will accrue interest

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

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.

2023 Offering of (i) 7,433 shares of common stock and (ii) 4,000 pre-funded warrants (the “Pre-Funded Warrants”), each with

the right to purchase one Common Stock, at a public offering price of $ 350 per Pre-Funded Warrants.

Upon 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

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On March 22, 2024, the Company and H.C.

& 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.

As of June 30, 2025, the Company received an

aggregated net proceed of approximately $ 2.9 million, net of broker fee from issuance of common stock which sell through or to the Manager.

On October 10, 2024, the Company entered into

a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited

partnership which was subsequently amended by the modification agreement (“Modification Agreement”) on January 21, 2025.

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $ 50,000,000

of the Company’s common stock, par value $ 0.00001 (the “Commitment Amount”), at certain purchase price during the period

beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased

$ 50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

As of June 30, 2025, Alumni

Capital has purchased approximately $ 11.7 million worth of the Company’s common stock, totaling 864,180 shares.

The Company has

received approximately $ 11.7 million in net proceeds as of the date of the issuance of these consolidated financial statements.

On November 27, 2024, the Company entered into

a subscription agreement (the “Subscription Agreement”) with certain investors (the “Investors”).

the Subscription Agreement, the Investors agreed to invest an aggregate amount of $ 1,177,000 (the “Investment Amount”) into

the Company for 71,333 shares of the Company’s common stock (the “Offered Shares”), par value $ 0.00001 at a negotiated

purchase price of $ 16.5 (the “Offering”).

As of the date of the issuance of these consolidated financial statements, the

Company has received aggregate net proceed of $ 1,177,000 .

Despite receiving the net proceeds from the various

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 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.

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

financing to support its working capital;

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

The accompanying

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

of consolidation

The consolidated

financial statements include the financial statements of the Company and its subsidiaries.

All transactions and balances among the Company

and its subsidiaries have been eliminated upon consolidation.

is an entity in which the Company, directly or indirectly, controls more than one half of the voting power;

or has the power to govern

the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority

of votes at the meeting of directors.

Basis of presentation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include

the financial statements of the Company and its subsidiaries.

All transactions and balances among the Company and its subsidiaries have

been eliminated upon consolidation.

A subsidiary is an entity in which the Company,

directly or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies,

to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Enterprise-wide disclosure

The Company’s Chief Operating Decision Makers

(CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on a consolidated basis.

This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial

performance evaluation.

The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of

specific members of the Company’s management team.

The Company’s Chief Operating Decision

Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on consolidated

This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and

financial performance evaluation.

The reporting of operating segments aligns with the internal reports provided to the CODM, a group

composed of specific members of the Company’s management team.

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.

on May 24, 2024, the Company ceased its involvement in the food and beverage product distribution and sublicensing operations.

the year ended June 30, 2025, the Company introduced a new revenue stream through customized software development services.

the Company now operates through two reportable segments:

(i) payment processing and e-commerce operation in its ZCITY platform, and

(ii) customized software development as of June 30, 2025.

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, 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.

program revenue and customized software development 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 the stock-based compensation, fair value of the marketable securities, and fair value of the warrants

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.

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

5 unchanged sentences

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.

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.

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.

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

been made at the following exchange rates for the respective periods:

Period-end MYR:

Period-average MYR:

US$1 exchange rate

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US$1 exchange rate

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents

Cash is carried at cost and represent cash on

hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three

months or less.

Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s fund

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

hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of

three months or less.

Cash equivalents consist of funds received from customer, which funds were held at the third-party platform’s

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

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 sales of health care product

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

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

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 software development, and sales of health care product on its ZCITY platform.

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

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 necessary.

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, 2025 and 2024, the Company recorded $ 9,924 , and $ 1,100 of allowance for credit loss,

respectively.

Inventories are stated at the lower of cost or

8 unchanged sentences

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.

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.

For the years ended June 30, 2025 and 2024, no write-downs for

estimated obsolescence or unmarketable inventories were recorded.

Other receivables and other current assets,

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.

of refundable collaboration deposit related to the partnership agreement with Credilab Sdn.

In addition, other receivables and other

current assets also include prepayment made by the Company to third parties for software development, cyber security service, director

& officer liability insurance (“D&O Insurance), refundable advance to third party service provider, deposit for investment

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.

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

As of June 30, 2025 and 2024, the Company provided allowance for credit loss of $ 1,078,353 and $ 212,053 , respectively.

13 unchanged sentences

for doubtful account against prepayment.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Property and equipment, net

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accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no

residual value.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets with

no residual value.

The estimated useful lives are as follows:

Computer and office equipment

Computer and office

Furniture and fixtures

2 unchanged sentences

The cost and related accumulated depreciation

of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of

operations and comprehensive loss.

Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals

and betterments, which are expected to extend the useful life of assets, are capitalized.

The Company also re-evaluates the periods of

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

of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements

of operations and comprehensive loss.

Expenditures for maintenance and repairs are charged to earnings as incurred, while additions,

renewals and betterments, which are expected to extend the useful life of assets, are capitalized.

The Company also re-evaluates the

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

Intangible assets, net

3 unchanged sentences

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 .

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 .

As of June 30, 2025 and 2024, the Company recorded $ 19,517,303 and $0 impairment

of intangible assets, respectively.

Impairment for long-lived assets

6 unchanged sentences

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.

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, 2025 and 2024, $ 19,517,303 and $0 impairment of long-lived

assets was recognized.

Investment in marketable

8 unchanged sentences

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

of comprehensive income.

of comprehensive loss.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Customer deposits

deposits represent amounts advanced by customers on service order.

Customer deposits are reduced when the related sale is recognized in

accordance with the Company’s revenue recognition policy.

Additionally, customer deposits also include unamortized member subscription

Customer deposits represent amounts advanced

by customers on service order.

Customer deposits are reduced when the related sale is recognized in accordance with the Company’s

revenue recognition policy.

Additionally, customer deposits also include unamortized member subscription revenue.

Derivative liabilities

A contract is designated as an asset or a liability

and is carried at fair value on the Company’s balance sheet, with any changes in fair value recorded in the Company’s results

of operations.

The Company then determines which options, warrants and embedded features require liability accounting and records the

fair value as a derivative liability.

The changes in the values of these instruments are shown in the consolidated statements of operations

and comprehensive loss as “change in fair value of derivative liabilities”.

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.

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing

Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether

the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net

cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly

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

The Company accounts for warrants as either equity

or liability instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, based

on the specific terms and conditions of each warrant.

Warrants that meet all criteria for equity classification are recorded in equity

at issuance with no subsequent remeasurement.

Warrants that do not meet the equity classification requirements are classified as liabilities

and measured at fair value, with changes in fair value recognized in earnings.

The classification is reassessed at each reporting period.

Revenue recognition

7 unchanged sentences

on when control of goods and services transfers to a customer.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

To achieve that core principle, the Company applies

10 unchanged sentences

Product revenue

- 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

$ 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.

In addition, the Company cannot return the products to the vendors due to lack of sales

which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which

has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining

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.

Following the disposal of Foodlink and its subsidiaries on May 24, 2024,

the Company ceased the operation 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 $ 0.1 million to support an average 53 days of sales during the year ended June 30, 2025, 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.

In addition, the Company cannot return the products

to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing

the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain

substantially all of the remaining benefits.

In certain instances, the Company is acting as

4 unchanged sentences

any inventory risks.

Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized

on a net basis.

Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were

recognized on a net basis.

The Company recognizes the sales of E-vouchers,

8 unchanged sentences

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

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Loyalty program

- Performance obligations satisfied

at a point in time

obligations satisfied at a point in time

The Company’s ZCITY reward loyalty

program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases.

purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate

the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and

expected point redemption.

The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized

as revenue upon redemption or expiration.

The two primary estimates utilized to record the

contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage.

members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company

allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling

prices and expected point redemption.

The portion allocated to the reward points is initially recorded as contract liability and subsequently

recognized as revenue upon redemption or expiration.

The two primary estimates utilized to record

the contract liabilities for reward points earned by members are the estimated retail price per point and estimated breakage.

The estimated

8 unchanged sentences

Transactions revenue

- Performance obligations satisfied

at a point in time

obligations satisfied at a point in time

The transactions revenues primarily consist of

11 unchanged sentences

Member subscription revenue

- Performance obligations satisfied

obligations satisfied over time

In order to attract more customer to engage with

6 unchanged sentences

Sublicense revenue

- Performance obligations satisfied

obligations satisfied over time

The Company, through its wholly-owned subsidiaries,

3 unchanged sentences

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.

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.

The Company ceased generating revenue from this revenue stream following

the disposal of Foodlink and its subsidiaries on May 24, 2024.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Customized software development service revenue

obligations satisfied over time

The Company generates revenue from customized

software development services typically include the design, development, and implementation of tailored digital systems and integrated

software solutions.

The customized software development service is generally recognized over time as the Company satisfies its performance

obligations, based on its efforts or inputs, due to the continuous transfer of control to the customer and the enforceable right to payment

for performance completed to date.

Customized software development service revenue

is recognized using an input measure (i.e., costs incurred to date relative to total estimated costs at completion) to measure progress.

The Company generally uses the cost-to-cost measure of progress method because it best depicts the transfer of control to the customer

as the Company incurs costs on its contracts.

Under this method, the extent of progress toward completion is measured based on the ratio

of total costs incurred to date to the total estimated costs at completion of the performance obligation.

Revenues, including estimated

fees or profits, are recognized proportionally as costs are incurred.

Any expected losses on customized software development

service contracts in progress are recognized in full in the period the losses are identified.

Contract costs include all direct labor

costs, subcontracted developments resources cost, and those indirect costs related to contract performance.

Contract modifications that

extend or revise contract terms generally result in recognizing the impact of the revised terms prospectively over the remaining life

of the modified contract (i.e., effectively like a new contract).

Disaggregated information of revenues by products/services

1 unchanged sentence

For the years ended

Gift card or “E-voucher” revenue (1)

Health care products, computer products, and food and beverage products revenue (1)

Loyalty program revenue (1)

Transaction revenue (1)

Member subscription revenue (2)

Sublicense revenue (2)

Total revenues

card or “E-voucher” revenue (1)

care products, computer products, and food and beverage products revenue (1)

program revenue (1)

subscription revenue (2)

Total revenues from ZCITY platform

from Customized software development (2)

Total revenue

(1) Revenue recognized at a point in time.

2 unchanged sentences

Cost of revenue sold mainly consists of the purchases

of the gift card or “E-voucher” pin code, and health care products which is directly attributable to the sales of product

of gift cards or “E-voucher” pin codes, and health care products, which are directly attributable to the sales of products

on the Company’s online marketplace platform.

In addition, cost of revenue sold also consists of purchase of food and beverage products

for resales and license payment to Trademark’s licensor for sublicense revenue.

In addition, cost of revenue sold also includes the purchase of food and beverage

products for resale, license payments to the Trademark’s licensor for sublicense revenue, and labor and subcontracted development

resource costs related to customized software development services.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Advertising costs

3 unchanged sentences

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.

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 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 $ 215,900 and $ 513,524 for

the years ended June 30, 2025 and 2024, respectively.

Defined contribution plan

4 unchanged sentences

make cash contributions to the government mandated defined contribution plan.

Total expenses for the plans were $ 218,945 and $ 208,190 for

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

Total expenses for the plans were $ 83,771 and

$ 218,945 for the years ended June 30, 2025 and 2024, respectively.

The related contribution plans include:

12 unchanged sentences

deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are recognized to the extent that it

is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated

using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled.

Deferred tax is charged

or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred

tax is also dealt with in equity.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more

likely than not that some portion or all of the deferred tax assets will not be realized.

Current income taxes are provided for in accordance

with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit

only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

Deferred tax assets are recognized to the extent that

it is probable that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is

calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled.

tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which

case the deferred tax is also dealt with in equity.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of

management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Current income taxes

are provided for in accordance 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 only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50 % likely of being realized

on examination.

The amount recognized is the largest amount of tax benefit that is greater than 50 % likely to be realized on

For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

8 unchanged sentences

Stock-based compensation

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,

stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted.

if the Company uses different assumptions on future grants, stock-based compensation expense could be materially affected in future periods.

The Company accounts for stock-based compensation

awards to executive officers in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires

that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and

recognized as compensation expense over the requisite service period.

The Company accounts for stock-based compensation

awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07.

Under FASB ASC Topic 718, stock compensation granted

to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever

is more reliably measured and is recognized as an expense as the goods or services are received.

Comprehensive loss

7 unchanged sentences

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

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.

Earnings (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, 2025 and 2024, 463,666 and 28 contingent shares to be issued to the investor, underwriters and convertible note holders

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

Fair value measurements

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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;

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;

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.

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:

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, 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 Company’s warrants issued

to Alumni Capital under Share Purchase Agreement (see Note 13) is not traded in an active securities market (level 3);

therefore, the

Company estimates the fair value to those warrants using the Black-Scholes valuation model on grant date and at the end of each reporting

The following table presents information about

the Company’s financial asset and liabilities that were measured at fair value on a recurring basis as of June 30, 2025 and 2024:

Derivative liabilities

Investment in marketable securities

The following is a reconciliation of the beginning

and ending balance of the assets and liabilities measured at fair value on a recurring basis for the years ended June 30, 2025 and 2024:

Warrant issued under Share Purchase

Balance as of June 30, 2023

Change in fair value of derivative liabilities

Balance as of June 30, 2024

Derivative liabilities recognized at grant date

Change in fair value of derivative liabilities

( 1,816,917 )

Exercised of warrants

Balance as of June 30, 2025

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 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 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

15 unchanged sentences

lease ROU asset to be comparable to the useful life of similar owned assets.

The Company has elected the short-term lease exception, therefore

operating lease ROU asset and liability do not include leases with a lease term of twelve months or less.

Its leases generally do not

provide a residual guarantee.

The Company has elected the short-term lease exception,

therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less.

Its leases generally

do not provide a residual guarantee.

The operating lease ROU asset also excludes lease

Lease expense is recognized on a straight-line basis over the lease term for operating lease.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company reviews the impairment of its ROU

asset consistent with the approach applied for its other long-lived assets.

The Company reviews the recoverability of its long-lived assets

when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The Company reviews the recoverability of its long-lived

assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The assessment

12 unchanged sentences

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

-Recent accounting pronouncements adopted

In November 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.

adopted ASU 2023-07 on January 1, 2025, and applied the amendments retrospectively to all prior periods presented in these consolidated

financial statements.

Refer to Note 17 segment information.

-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.

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

Accounting 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.

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 consolidated financial statements and related disclosures.

In December 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 15, 2024.

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.

Early adoption is permitted

for annual financial statements that have not yet been issued or made available for issuance.

The 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

is an update to ASU Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured

at amortized cost basis, replacing the previous incurred loss methodology.

The amendments in Update 2016-13 added Topic 326, Financial

Instruments—Credit Losses, and made several consequential amendments to the Codification.

Update 2016-13 also modified the accounting

for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized

cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities.

amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option

for certain financial assets previously measured at amortized cost basis.

For those entities, the targeted transition relief will increase

comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.

Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13

while still providing financial statement users with decision-useful information.

In November 2019, the FASB issued ASU No.

2019-10, which

to update the effective date of ASU No.

2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies

applying for credit losses, leases, and hedging standard.

The new effective date for these preparers is for fiscal years beginning after

December 15, 2022.

ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning July 1, 2023 as the Company

is qualified as an emerging growth company.

The Company has adopted of this standard on July 1, 2023, the adoption did not have a material

impact on its consolidated financial statements.

The Company is currently evaluating the impact the adoption of

ASU 2023-07 will have on its consolidated financial statements.

On November 4, 2024, the FASB issued ASU No.

Expense Disaggregation Disclosures (“ASU 2024-03”).

ASU 2024-03 amends ASC 220, Comprehensive Income

to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information

about certain costs and expenses.

ASU 2024-03 is required to be adopted for fiscal years commencing after December 15,

2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting the standard on the Company’s consolidated

financial statements.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In January 2025, the FASB issued ASU 2025-01

Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40).

The FASB issued

ASU 2024-03 on November 4, 2024.

ASU 2024-03 states that the amendments are effective for public business entities for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Following the issuance of

ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends

on December 31 (referred to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar

year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim

reporting period, rather than in an annual reporting period.

The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear

that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after

December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Management is currently

evaluating this ASU to determine its impact on the Company’s 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

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

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.

Note 3 – Accounts receivable, net

11 unchanged sentences

Gift card (or E-voucher)

Nutrition products

Food and beverage products

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 5 – Other receivables and other current assets,

Prepaid expense (ii)

Software development deposit (iii)

Other receivable (iv)

Collaboration deposits (i)

Deposits (ii)

Prepaid expense (iii)

Prepaid technical support and maintenance fee (v)

Software development deposit (iv)

Prepaid investment (vii)

Other receivable (vi)

Total other receivables and other current assets

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:

( 1,078,353 )

Total other receivables and other current assets

(i) On September 20, 2024, the Company entered into a partnership agreement

(the “Partnership Agreement”) with Credilab Sdn.

(“CLSB”) for five years.

Pursuant to the Partnership 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, while the Company will periodically provide collaboration deposit fund to CLSB, which CLSB

will be utilized to support CLSB’s credit service activities for the portfolio clients introduced by the Company’s ZCity App

(“Portfolio Clients”).

In return, the Company will share half of the revenue and processing fee from CLSB’s profit derived

from Portfolio Client.

As of June 30, 2025 the Company has disbursed $ 5,572,287 collaboration deposits to CLSB, of which $ 5,581,021 is

classified as non-current.

As of June 30, 2025, $ 115,616 credit loss was recorded against collaboration deposit.

(ii) 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, 2025 and 2024, $ 118,810 and $ 106,028 estimated credit loss was recorded against doubtful receivables, respectively.

(iii) 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.

(iv) 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.

4 unchanged sentences

As of June 30, 2025, $ 114,720 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, 2025, and 2024, $ 95,049 and $ 45,081 estimated credit loss was recorded against the software development deposits.

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

On July 18, 2024, the Company entered into an agreement with Musli

Development Sdn Bhd (“Musli”) and V Galactech Sdn.

Bhd (“V Galactech”) for the provision of subcontractor

services related to developing smart campus management system at the Enforcement Leadership & Management University, Malaysia.

the terms of these agreements, both Musli and V Galactech were engaged to provide services including infrastructure cabling, wiring, and

network design consultancy for a total amount of $ 727,626 and $ 242,542 respectively.

As of June 30, 2025, the Company had remitted a service

deposit of $ 412,380 and 218,565 to V Gallant and Musli, respectively.

As of June 30, 2025, and 2024, $ 630,946 and $ 0 estimated credit

loss was recorded against the software development deposits to V Galactech and Musli.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(v) The balance of prepaid technical support and maintenance fee consists as following:

On October 10, 2024, the Company entered into a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement.

Pursuant to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company.

In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification.

The Company agreed to pay a total consideration of (USD 2,800,000 ) (“Service Fees”) to OCTA and/or its nominees by using the Company shares.

The Service Fee includes an upfront payment for the development costs of the mini-game modules, as well as the payment of a flat fee of $ 10,000 per month, starting from the delivery of the first mini-game module, for the ongoing technical support for a period of five years.

As of June 30, 2025, the first mini-game module has been delivered to the Company.

Consequently, a total of $ 600,000 in prepaid technical support fees paid to OCTA through the issuance of the Company’s common stock has been recorded as a prepaid expense, of which $ 500,000 is classified as non-current.

On October 29, 2024, the Company entered into a service agreement with

V Gallant Sdn Bhd (“V Gallant”), a Malaysian company, to provide generative AI solutions and AI digital human technology services.

On March 24, 2025, the Company entered into a supplemental agreement with V Gallant to amend the above-mentioned service

agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools,

and user environments to support AI cloud infrastructure.

As of June 30, 2025, the Company recorded $ 3,000,000 as a prepaid expense for

services not yet commenced.

(vi) The balance of other receivable mainly 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, 2025 the Company has collected $ 30,568 from the Purchaser, and the remaining is expected to be fully repaid by December 2025.

As of June 30, 2025 and 2024, $ 117,932 and $ 0 estimated credit loss was recorded against other receivable.

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

(vii) The balance of prepaid investment consists as following:

On February 11, 2025, TADAA Ventures, entered into a Share Purchase Agreement (“SPA”) with Amystic Commerce Sdn Bhd (“Amystic”), a private company incorporated in Malaysia.

Pursuant to the SPA, TADAA Ventures will acquire 51 % of the ordinary shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming”), a private company incorporated in Malaysia principally involved in distribution of all kinds of consumer products, providing logistics and acting as traders.

The purchase price for the Sale Shares is RM 5,100.00 .

The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide warehousing and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd.

As of June 30, 2025, the acquisition of Tien Ming has not been completed, and the Company has prepaid $ 228,942 purchase consideration toward to the acquisition.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Movements of provision for other receivables’ estimated credit

loss are as follows:

Beginning balance

1 unchanged sentence

Ending balance

6 – Prepayments

Note 6 – Prepayments

Deposits to suppliers

7 – Property and equipment, net

and equipment, net consist of the following:

Note 7 – Property and equipment, net

Property and equipment, net consist of the following:

Computer and office equipment

3 unchanged sentences

accumulated depreciation

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

and $ 108,483 , respectively.

Depreciation expense for the years ended June

30, 2025 and 2024 were amounted to $ 76,970 and $ 117,907 , respectively.

Note 8 – Intangible assets, net

Intangible assets, net

assets, net consisted of the following:

consisted of the following:

Internal use software development

accumulated amortization

( 1,418,427 )

( 19,517,303 )

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:

Amortization expense for the years ended of June 30, 2025 and 2024

was amounted to $ 796,684 and $ 612,909 , respectively.

During the year ended June 30, 2025, the Company recognized an impairment

loss of $ 19,517,303 related to internal use software development.

The impairment was primarily due to changes in the Company’s business

strategy, which significantly reduced the expected future economic benefits associated with the affected assets.

In accordance with ASC

360, the Company determined that the carrying amount of the intangible assets exceeds the estimated undiscounted future cash flows expected

to result from its use, therefore, the Company recognized an impairment loss equal to the amount by which the carrying value exceeds its

estimated fair value based on a discounted cash flows approach.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table

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

Twelve months ending June 30, 2026

3 unchanged sentences

Twelve months ending June 30, 2030

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:

Note 9 – Investment in marketable securities

On 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.

Movements in investment in marketable securities

are as follows:

At fair value

Beginning balance

Fair value loss recognized for the year

Net 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.

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

For the years ended June 30, 2025, upon disposal of the marketable

securities for a cash consideration of $ 816 , the Company recognized net loss of marketable securities of $ 170,817 .

For the years ended

June 30, 2024, unrealized loss on marketable equity securities were $ 828,367 .

Note 10 – 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 (“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 .

The Insurance loan 1 has been paid in full during the year ended June

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 of $ 6,573 .

2024, the remaining balance of Insurance loan 2 had been paid in full.

In February 2025, the Company entered into another loan agreement

with First Insurance Funding, to obtain a short-term loan (“Insurance loan 3”) of $ 56,669 with interest rate of 10.0 % to

be due in ten equal monthly instalments of $ 5,929 .

As of June 30, 2025, the outstanding balance Insurance loan 3 were $ 40,490 .

from Insurance Loan 1,2 and 3 were exclusively allocated towards the payment of the Directors and Officers (D&O) insurance as indicated

For the years ended June 30, 2025 and 2024, interest

expenses pertained to the insurance loans amounted to $ 2,671 and $ 4,465 , respectively.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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 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 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.

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

2”) in principal amount.

The Company evaluated the Securities Purchase 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.

On 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

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 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.

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 987 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.

During the year ended June 30, 2023, YA II PN

purchased two unsecured convertible notes consist of $ 2,000,000 (“Tranche 1”) and $ 3,500,000 (“Tranche 2”) in

principal amount.

The Company evaluated the Securities Purchase 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

8 unchanged sentences

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

Issuance of convertible notes

( 1,189,074 )

Amortization of debt discounts

( 17,130,969 )

( 16,884,989 )

( 14,447,415 )

( 2,437,574 )

Exchange rate effect

$ 1,782,710 of these convertible notes along with $ 28,360 accrued interest was converted into 806 shares of common stock.

On September 28, 2023, a Floor Price trigger

event occurred as the Company’s daily VWAP is less than the Floor Price.

According to 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.

In December and October 2023, the Company has

collectively repaid $ 3,367,290 principal balance pertained to above mentioned convertible notes.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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, 2025 and 2024, amortization of debt discount

were amounted to $0 and $ 358,284 , respectively pertained to convertible notes from YA II PN.

As of June 30, 2025 and 2024,

the convertible notes payable, net from YA II PN was amounted to $ 0 .

The Company has convertible notes payable, net of unamortized

discounts as follows:

Face value of

June 30, 2023 balance

8 unchanged sentences

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

June 30, 2025 balance

For the years ended June 30, 2025 and 2024, interest

expenses related to the aforementioned convertible notes amounted to $ 0 and $ 69,041 , respectively.

Note 11 – Other payables and accrued

Accrued professional fees (i)

Accrued promotion expenses (ii)

Accrued payroll

Accrued interest (iii)

Payables to merchant from ZCITY platform (iv)

Accrued interest (ii)

Payables to merchant from ZCITY platform (iii)

Provision for share-based compensation adjustment (iv)

Total other payables and accrued liabilities

(i) Accrued professional fees

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

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

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

(iv) Payables to merchants from ZCITY platform

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

The 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 interest

The balance of accrued interest represented

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

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(iii) 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.

(iv) Provision for share-based compensation adjustment

The balance of provision for share-based

compensation adjustment represented the one – off settlement amount to settle cash compensation requested by V Gallant Sdn.

pursuant to the Service Agreement dated October 29, 2024, as supplemented on March 28, 2025, to reflect the decline in our

Note 12 – Related party balances and

Related party balances

Other receivable, a related party

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

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Equipment rental deposit $ 13,723 $ 12,246

Other payables, 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.

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is a common shareholder Operating expense paid on behalf 494 761

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

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

As of June 30, 2025, such loan has an outstanding balance of $ 5,134 to be due within the next 12 months.

The interest expense was $ 359 and $ 1,414 for

the years ended June 30, 2025 and 2024, 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

Purchase from related parties

Name of related party Relationship Nature As of

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Purchase of products $ - $ 25,446

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Equipment purchased from a related party

Name of related party Relationship Nature As of

Ezytronic Sdn Bhd Jau Long “Jerry” Ooi is the common shareholder Purchase of equipment $ - $ 14,093

Operating 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 7,948 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

True Sight Sdn Bhd Su Huay “Sue” Chuah, the Company’s Chief Marketing Officer is a 40% shareholder of this entity Consulting fees - 33,739

Total $ 7,948 $ 74,017

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.

Common stock issued to related parties for debts cancellation

On October 30, 2023, the Company issued a total

of 519 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.

Capital Contribution

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.

Note 13 – Stockholders’ 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 TADAA Technologies, 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.

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 TADAA Technologies.

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 “February 2024 Split ”) of its shares of common stock, par value $ 0.00001 per share.

On April 2, 2025, the

Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State

of Delaware, which effected a 1-for-50 reverse stock split (the “April 2025 Split”) of its Common Stock, par value $ 0.00001

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 .

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.

On February 27, 2024, the Company effected a

1:70 reverse stock split of its shares of common stock.

Upon execution of the 1-for-70 reverse stock split, the Company recognized additional

8 shares of common stock due to round up issue.

On April 7, 2025, the Company effected a 1:50

reverse stock split of its shares of common stock.

All shares and per share amounts used herein

and in the accompanying consolidated financial statements have been retroactively stated to reflect the effect of the February 2024 Split

and April 2025 Split.

Common stock issued upon conversion of

convertible note payable, net of unamortized discounts

For the year ended June 30, 2024, the Company

issued 1,360 shares of common stock upon conversion of $ 1,782,710 of convertible note payable, net of unamortized discounts

(Note 10) and accrued interest of $ 28,360 .

Common stock issued for consulting services

-Marketing service agreement with TraDigital

Marketing Group

In 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.

to the Marketing Agreement, the Company agreed to pay $ 120,000 in cash and to issue 400 shares of the Company’s common stock with

fair value of $ 205 per share to TraDigital in exchange for its consulting services.

Common stock issued from the November 2023

Offering, net of issuance costs

On November 30, 2023, The Company had closed

the an offering on November 2023 (“November 2023 Offering”) of 7,433 shares of common stock, at a public offering price

of $ 350 per share, and 4,000 Pre-Funded Warrants, each with the right to purchase one Common Stock, at a public offering price of

$ 350 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.

Common stock issued from the Marketing

Offering, net of issuance costs

On March 22, 2024, the Company and H.C.

& 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.

As of June 30, 2025, the Company received an

aggregated net proceed of approximately $ 2.9 million, net of broker fee from issuance of 33,566 shares of common stock which sell through

or to the Manager.

For the year ended June 30, 2025, the Company received an aggregated net proceed of $ 2,457,390 , net of broker fee from

issuance of 31,668 shares of common stock which sell through or to the Manager.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Common stock issued under Share Purchase

On October 10, 2024, the Company entered into

a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”),

a Delaware limited partnership which was subsequently amended by the Modification Agreement on January 21, 2025.

Pursuant to the Purchase

Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $ 50,000,000 the

Company’s common stock, par value $ 0.00001 (the “Commitment Amount”), during the period beginning on the execution

date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $ 50,000,000 of

the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

In consideration for Alumni Capital’s execution

and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 (the “Purchase

Warrant”), with a term of three (3) years, to purchase a number of shares of common stock equal to ten percent ( 10 %) of the Commitment

Amount divided by the applicable exercise price of the Purchase Warrant.

The exercise price per share is determined as follows:

the first $ 600,000 worth of shares exercised, the exercise price (the “First Exercise Price”) will be calculated by dividing

$ 5,000,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the

number of shares issuable will equal $ 600,000 divided by the First Exercise Price;

and (ii) for the remaining $ 4,400,000 worth of shares

exercised, the exercise price (the “Second Exercise Price”) will be calculated by dividing $ 8,500,000 by the total number

of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will

equal $ 4,400,000 divided by the Second Exercise Price.

As of June 30, 2025, Alumni Capital had purchased

approximately $ 11.7 million worth of the Company’s common stock, totaling 3,163,680 shares.

Common stock issued under Subscription

On November 27, 2024, the Company entered into

a subscription agreement (the “Subscription Agreement”) with certain investors (the “Investors”).

the Subscription Agreement, the Investors agreed to invest an aggregate amount of $ 1,177,000 (the “Investment Amount”) in

exchange for 71,333 shares of the Company’s common stock (the “Offered Shares”), with a par value of $ 0.00001 per share,

at a negotiated purchase price of $ 16.5 per share (the “Offering”).

As of June 30, 2025, the Company had issued all 71,333

shares to the Investors for total consideration of $ 1,177,000 .

Common stock issued for acquiring intangible

- AI Lab Martech

On 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 841 shares valued at $ 670 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.

On 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 2,857 shares valued at $ 350 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.

On March 12, 2024, the Company and Myviko Holding

(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

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.

On March 12, 2024, the Company has issued 3,968 shares

of the Company’s common stock to the Seller value at $ 252 per share.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

- 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.

On 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 2,521 shares valued at $ 197 per share.

On April 8, 2024, the Company has issued 2,521 shares of the Company’s common stock 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.

On 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 2,519 shares valued at $ 197 per share.

On May 6, 2024, the Company has issued 2,520 shares of the Company’s common stock to the Seller 3.

- Credilab Sdn.

On September 20, 2024, the Company entered into

a Partnership Agreement with CLSB.

Under the terms of the Agreement, the Company and CLSB will establish a strategic partnership to leverage

their respective core competencies, resources, and market expertise to drive mutual benefits and growth.

As part of the Partnership Agreement, the Company

agreed to pay $ 2,000,000 to CLSB and/or its nominees to develop and implement an AI-driven chatbot for the ZCity App platform, aimed

at enhancing user engagement and providing real-time assistance.

Additionally, the partnership includes the development of a digital

wallet integrated within the ZCity App to offer users a seamless payment solution for platform transactions and access to CLSB’s

financial products and services.

The Company has sole discretion to choose whether

to make the payment in cash and/or the equivalent value in the Company’s common stock.

On September 20, 2024, the Company issued

40,000 shares of its common stock equivalent to $ 1,380,000 to CLSB for software development.

Upon completion of the software development,

the Company will make the remaining payment of $ 620,000 in cash and/ or the equivalent value in the Company’s common stock.

of June 30, 2025, the Company has offset $ 620,000 of the Collaboration deposits balance to CLSB against the remaining payment.

- Octagram Investment Limited

On October 10, 2024, the Company entered into

a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian

company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement.

to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce

platform owned by the Company.

In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification.

The company agreed to pay a total consideration of (USD 2,800,000 ) (“Service Fees”) to OCTA and/or its nominees by using

the Company shares.

On March 25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee

to $ 6,500,000 , to be settled by issuing shares of the Company at a price equal to the volume-weighted average price (VWAP) over the thirty

(30) trading days immediately preceding the payment date, or such other price as may be mutually agreed.

As of June 30, 2025, the Company

had issued 149,230 shares of its common stock to OCTA at a weighted average price of $ 28.25 per share.

- V Gallant Sdn Bhd

On October 29, 2024, the Company entered into

a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated

Pursuant to the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology

services (the “Services”) in accordance with the terms and conditions therein.

The Company agreed to pay V Gallant a total

consideration of USD 16,000,000 to V Gallant and/or its nominees for the Services and all associated hardware and software under

the Agreement.

The Services under this Agreement shall commence on October 29, 2024, and shall be valid until December 31, 2025, unless

the Agreement is mutually terminated or extended in writing or terminated by either the Company or V Gallant due to any breach or default

of this Agreement, as the case may be.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On March 28, 2025, the Company and VGallant amended

the Agreement to clarify the payment structure and to reflect the valuation of shares more accurately.

Under the amended terms, the Company

has sole discretion to settle the service fees in cash and/or through the issuance of shares.

The fees are to be paid in two tranches:

(i) a down payment of $ 8,000,000 upon execution of the Agreement, and (ii) the remaining $ 8,000,000 in twelve equal monthly installments

commencing January 31, 2025.

If paid in shares, the number of shares issued shall be based on the volume-weighted average price (VWAP)

of the Company’s shares over the thirty (30) trading days immediately preceding the payment date or as otherwise mutually agreed.

As of June 30, 2025, the Company had issued 430,456 shares of its common stock to V Gallant at a weighted average price of $ 27.44 per

Common stock issued to related parties

for debts cancellation

On October 30, 2023, the Company issued a total

of 519 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.

Capital Contribution

In February 2024, the Company’s Chief Executive

1 unchanged sentence

for the common stock issued to him in October 2023.

Issuance of warrants - non- employee stock compensation

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:

- Issuance of warrants - non- employee stock

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 $ 14,000 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 45 shares of the Company’s common stock.

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 $ 14,000 and (5) estimated market

price of $ 19,180 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 Pre-Funded Warrants

On 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) 7,432 shares of common stock, at a public offering price of $ 350 per share, and (ii) 4,000

Pre-Funded Warrants, each with the right to purchase one share of Common Stock, at a public offering price of $ 350 per Pre-Funded Warrant.

The Pre-Funded Warrants became exercisable immediately upon issuance, at an exercise price of $ 0.35 or through cashless option.

The 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

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.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

- Exercise of the Pre-Funded Warrants

In December 2023 and January 2024, the holder

of Pre-Funded Warrants have collectively exercised 4,000 the Pre-Funded Warrants into 4,000 shares of the Company’s common stock

at an exercise price of $ 0.35 per share.

- Issuance of Alumni Capital warrants

In consideration for Alumni Capital’s

execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October

10, 2024 for a term of three (3) years (the “Purchase Warrant”), to purchase up to a number of common

stock equal to ten percent (10%) of the Commitment Amount divided by the exercise price of the Purchase Warrant.

The exercise price per

share of the Purchase Warrant will be calculated by dividing the $ 5,000,000 valuation by the total number of outstanding shares

of common stock as of the Exercise Date.

In addition, the Alumni Capital warrants are exercisable on a “cashless” basis if

at any time there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Alumni

Capital warrants share by Alumni Capital.

As of June 30, 2025, Alumni Capital had purchased

approximately $ 11.7 million worth of the Company’s common stock, totaling 3,163,680 shares.

Of this amount, the Company had grant

Alumni Capital with a purchase warrant to purchase up to 659,886 share of the Company’s common stock (as adjusted, and subject

to further adjustment), with an exercise price of $ 4.50 per share (as adjusted, and subject to further adjustment), to be expired on

October 10, 2027.

Both the exercise price and the number of shares issuable upon exercise of the warrant (as adjusted, and subject to

further adjustment) are determined based on the contractual arrangement described above, whereby the exercise price is calculated using

a fixed valuation of $ 5,000,000 divided by the number of outstanding shares at the time of exercise.

The Purchase Warrants are being

classified as liability instrument in accordance with ASC 480 as the Company will be issuing a variable number of shares upon exercised

by the holders of the Purchase Warrants, and at inception, the obligation’s monetary value is based solely on a fixed monetary

amount of $ 5,000,000 known at inception.

The Company records the fair value of the Purchase

Warrants as a derivative liabilities at inception and recognized the changes in the values of these instruments in the consolidated statements

of operations and comprehensive loss as “change in fair value of derivative liabilities”.

For the year ended June 30, 2025,

the change in fair value of derivative liabilities amounted to $ 1,816,917 .

The fair value of the warrants issued to Alumni

Capital which was determined on grant dates 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.

of 160.20 % to 171.88 %, (2) risk-free interest rate of 3.72 % to 4.37 %, (3) expected life of 2.4 years to 2.8

years, (4) exercise price of $ 2.22 to $ 5.15 and (5) stock price of $ 1.62 to $ 19.50 on grant date, the date of which the

warrants were issued.

Based on above assumption, the fair value of the warrants were estimated to be $ 2,450,227 .

Issuance of the underwriters warrants

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:

The fair value of the warrants issued to Alumni

Capital which was determined on June 30, 2025 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:

of 162.92 % to 167.27 %, (2) risk-free interest rate of 3.71%, (3) expected life of 2.3 years, (4) exercise

price of $ 1.20 to $ 2.05 and (5) stock price of $ 1.10 on June 30, 2025.

Based on above assumption, the fair value of the

warrants were estimated to be $ 383,886 .

Warrants outstanding as of June 30, 2025 are

Shares Weighted

4 unchanged sentences

Outstanding at June 30, 2024 28 $ 17,857 3.1

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:

Granted 260,671 $ 4.50 2.6

Adjustment* 399,215 $ ( 2.79 )

Exercised ( 196,248 ) -

Outstanding at June 30, 2025 463,666 $ 2.79 2.3

* Adjustment reflects the change in the number of shares issuable under the Purchase Warrant issued to Alumni Capital due to the contractual pricing mechanism based on outstanding shares.

Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the warrants will be adjusted proportionally

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Exercised of Alumni Capital warrants

On June 5, 2025, Alumni Capital exercised the

Alumni Capital warrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $ 1.27 per share

generating gross proceeds of $ 63,567 to the Company.

On June 5, 2025, Alumni Capital exercised the Alumni Capital warrants

on “cashless” basis while the Company’s had issued 145,757 shares of the Company’s common stock to Alumni Capital.

Upon exercise of above-mentioned warrants, the

Company reduced the fair value of Alumni Capital warrants and increased the additional paid in capital by $ 249,424 .

Employee stock compensation

In June 2024, the Company executed executive

employment agreements (“Employment Agreements”) with three individuals, appointing them as the Company’s executive

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 years ended June 30, 2025, the Company recognized $ 208,445 in stock-based compensation expense attributable to the Employment

Agreement, respectively in general and administrative expense.

As of June 30, 2025, 33,816 shares of the Company’s common stock

had been issued to the executive officers in settlement of the vested stock compensation.

Note 14 – Income taxes

The United States and foreign components of income

(loss) before income taxes were comprised of the following:

For the years ended

5 unchanged sentences

( 2,626,946 )

( 7,901,870 )

Loss before income tax

1 unchanged sentence

$ ( 6,546,908 )

provision for income taxes consisted of the following:

The provision for income taxes consisted of the

For the years ended

3 unchanged sentences

Provision for income taxes

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.

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, 2025, the operations in the United States of America incurred

$ 15,572,252 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, 2023.

The deferred tax valuation allowance

as of June 30, 2025 and 2024 were $ 3,270,173 and $ 1,751,481 , 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

corporate tax after the 80 % foreign tax credits are applied.

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

Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations

and practices in respect thereof.

Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject

to a unified 24 % enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on

case-by-case basis.

As of June 30, 2024, the operations in the Malaysia incurred $ 22,033,996 of cumulative net operating losses

which can be carried forward for a maximum period of ten consecutive years to offset future taxable income.

The deferred tax

valuation allowance as of June 30, 2024 and 2023 were $ 5,288,159 and $ 4,927,995 , respectively.

following table reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated

For the years ended June 30, 2025 and 2024, the

Company’s foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

TADAA Technologoies, Foodlink, Morgan, AY Food,

and TADAA Ventures are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is

calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices

in respect thereof.

Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24 %

enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis.

of June 30, 2025, the operations in the Malaysia incurred $ 22,519,671 of cumulative net operating losses which can be carried forward

for a maximum period of ten consecutive years to offset future taxable income.

The deferred tax valuation allowance as of June

30, 2025 and 2024 were $ 5,404,721 and $ 5,288,159 , respectively.

The following table

reconciles the local (United States) statutory rates to the Company’s effective tax rate for the periods indicated below:

For the years ended

4 unchanged sentences

Effective tax rate

following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the significant

components of the aggregate deferred tax assets of the Company as of:

Deferred tax assets:

3 unchanged sentences

Unrealized holding loss on marketable securities

Long-live assets impairment

Change in fair value of derivative liabilities

Amortization of debt discount

4 unchanged sentences

* Change in valuation allowance was amounted to $ 5,232,003 and $ 1,245,262 for the years ended June 30, 2025 and 2024, respectively.

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, 2025 and 2024, the Company did not have any significant unrecognized uncertain

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

The Company did not incur interest and penalties tax for the years ended June 30, 2025 and 2024.

Note 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.

For the years ended June 30, 2025, one customer

accounted for approximately 63.5% or more of the Company’s total revenues.

For the years ended June 30, 2024, no customer

accounted for 10.0% or more of the Company’s total revenues.

As of June 30, 2025, one customers account for

approximately 92.3 % of the total balance of accounts receivable, respectively.

As of June 30, 2024, three customers account for

approximately 65.3 %, 19.3 %, and 15.4 % 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 years ended June 30, 2025, two vendors accounted for approximately 52.7 % and 41.2 % of the Company’s

total purchases.

For the years ended June 30, 2024, two vendors accounted for approximately 52.7 % and 41.2 % of the Company’s

total purchases.

As of June 30, 2025, three vendors

accounted for approximately 46.7 %, 20.9 %, and 15.1 % of the total balance of accounts payable.

As of June 30, 2024, two vendors

accounted for approximately 85.1 %, and 11.6 % of the total balance of accounts payable.

Financial instruments that potentially subject

the Company to significant concentrations of credit risk consist primarily of cash.

As of June 30, 2025 and 2024, $ 236,657 and $ 198,952 were

deposited with financial institutions or fund received from customer being held in third party platform’s fund account, and $ 31,115 and

$ 85,308 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.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial instruments that are potentially subject

to credit risk consist principally of accounts receivable and other receivables.

The Company believes the concentration of credit risk

in its accounts receivable and other receivables 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 provision for estimated

credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.

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.

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:

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.

Note 16 – Leases

As of June 30, 2025 and 2024, the Company has

engaged in multiple offices leases which were classified as operating leases.

The Company occupies various offices under operating

lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC

Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease

payments in the period in which the obligation for those payments is incurred.

The Company’s lease agreements do not contain

any material residual value guarantees or material restrictive covenants.

The Company recognized lease expense on a straight-line

basis over the lease term for operating lease.

Operating lease expense for the years ended June

30, 2025 and 2024 were $ 4,375 , and $ 20,332 , respectively.

As of June 30, 2025 and 2024, the weighted-average

lease term is 2.3 and 0.5 years for the remaining leases, respectively.

Weighted-average discounted rated related to leases

were 6.0 % and 3.5 % as of June 30, 2025 and 2024, respectively.

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, 2025 for the next five years is as follows:

Total undiscounted lease payments

1 unchanged sentence

Total lease liabilities

expense for the years ended June 30, 2024 and 2023 were $ 40,676 , and $ 38,496 , respectively.

17 – Commitments and contingencies

TREASURE GLOBAL INC AND

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 17 – Segment information

The Company’s operating segments have been

identified based on the way management organizes the business by the nature of services provided to customers and how the Chief Operating

Decision Maker (“CODM”) manages the business and allocates resources.

The CODM for the Company is its Chief Executive Officer .

The Company has two reportable segments:

(i) payment processing and e-commerce operation in its ZCITY platform, and (ii) customized software

development service.

The accounting policies applied to each segment

are consistent with those described in the summary of significant accounting policies.

The Company evaluates segment performance based

on profit or loss from operations before income taxes.

Intersegment sales and transfers are accounted for as if the transactions were

made with third parties, using current market prices.

The Company’s reportable segments represent

strategic business units that offer different products and services and are managed separately due to their distinct operational and

marketing requirements.

The following tables summarize the Company’s

segment information for the years ended June 30, 2025 and 2024.

For the Years Ended

June 30, 2025

ZCITY Platform

Customized Software development service

Revenue from external customers

Cost of revenue

Segment gross profit

Payment transaction fee

Long-live assets impairment

Share-based compensation adjustment

Other marketing expense

Depreciation and amortization

Office expense

Research and development

Unrealized holding loss on marketable securities

Interest expense

Segment (loss) income

Reconciliation of profit or loss

Unallocated amounts

Professional fees

D&O insurance

Stock based compensation

Other corporate expenses

Change in fair value of derivative liabilities

Net income loss before income taxes

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended

Customized Software development service

Revenue from external customers

Cost of revenue

Segment gross profit

Payment transaction fee

Other marketing expense

Depreciation and amortization

Office expense

Research and development

Unrealized holding loss on marketable securities

Other income from software developing service, net of cost

Interest expense

$ ( 4,928,883 )

( 4,253,752 )

Reconciliation of profit or loss

Unallocated amounts

Professional fees

D&O insurance

Stock based compensation

Amortization of debt discount

Other corporate expenses

Net loss before income taxes

$ ( 6,546,908 )

Other Significant Items:

For the Years Ended

ZCITY Platform

Customized Software development service

Capital expenditure

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended

ZCITY Platform

Customized Software development service

Capital expenditure

As of June 30, 2025, the Company’s total

assets were comprised of $ 13,473,148 for ZCITY Platform, $ 1,400,000 for Customized Software Development.

As of June 30, 2024, the Company’s total

assets were comprised of $ 4,278,585 for ZCITY Platform.

Disaggregated information of revenues by regions

are as follows:

For the Years Ended

June 30, 2025

Customized Software development service

United States

Total revenue

For the Years Ended

June 30, 2024

Customized Software development service

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 18 – Commitments and contingencies

Contingencies

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.

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.

19 – SUBSEQUENT EVENTS

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

that occurred after June 30, 2025 up through October 14, 2025, the date the Company issued these consolidated financial statements.

On February 11, 2025, TADAA Ventures entered

into a Share Purchase Agreement (the “Agreement”) with Amystic Commerce Sdn.

Bhd., a company incorporated in Malaysia

(the “Vendor”).

Pursuant to the Agreement, TADAA Ventures will acquire 51 % of the ordinary shares (“the Sale

Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming Distribution”), a subsidiary of the Vendor incorporated

under the laws of Malaysia.

The purchase price for the Sale Shares is RM 5,100.00 .

The acquisition is part of TADAA Ventures’s

commitment to invest up to RM 3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide

warehousing and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd.

On July 1, 2025.

The Company had completed the

acquisition of Tien Ming and acquired 51 % of the ordinary shares of Tien Ming.

On August 1, 2025, the Company entered into a Consultant Service Agreement

Tan Wei Sheng (“Consultant”), pursuant to which the Consultant will provide strategic advisory services related to

the Company’s capital market activities, investor engagement, and business strategies.

In connection with the agreement, the Company

issued 20,008 shares of its common stock to the Consultant as consideration for the advisory services rendered.

On October 7, 2025, the Company entered into

a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s

director Chan Meng Chun (together with Chuah Su Chen, the “Investors”).

Subject to the terms and conditions set forth in

the Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate

amount of USD 200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for

the purchase price of $ 1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital

Market on October 6, 2025.The offering and sale of the Shares were made in reliance upon the exemption from the registration

provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were

completed outside the United States with non-U.S.

The Shares are subject to transfer restrictions and may not be offered to

be sold in the United States absent registration or an applicable exemption under the Securities Act.

On August 12, 2025, the Company entered into a

Sale and Purchase Agreement (the “Agreement”) with I Synergy Group Ltd (“I Synergy”), a public listed company

incorporated in Australia and traded on the Australian Securities Exchange (ASX:

Pursuant to the Agreement, the Company agreed to

sell, and I Synergy agreed to purchase, certain advanced AI-based graphics processing units, including all hardware and software components

(“the Products”).

I Synergy agreed to pay the Company a total consideration of Three Hundred Thousand Australian Dollars (AUD

300,000.00 ) (the “Purchase Price”) for the Products under the Agreement.

The Purchase Price shall be fulfilled over a period

of six (6) months from the date of the Agreement, with payments of Fifty Thousand Australian Dollar (AUD 50,000.00 ) payable to the Company

The Agreement contains customary representations, warranties, and agreements by the Company and I Synergy, along with other obligations

of the parties and termination provisions.

From July to October 2025, Alumni Capital had

purchased $ 3,882,564 worth of the Company’s common stock, totaling 3,905,000 shares, pertain to Purchase Agreement mentioned above

From July to October 2025, 70,946 shares of the Company’s common

stock had been issued to the executive officers in settlement of the vested stock compensation.

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