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Medical Group Ltd and its Subsidiaries
Consolidated Financial Statements
the financial period ended December 31, 2024
Medical Group Ltd and its Subsidiaries
INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS
COMPREHENSIVE INCOME
the financial period ended December 31, 2024 and 2023
| Note | July 1, 2024 to December 31, 2024 | July 1, 2024 to December 31, 2024 | July 1, 2023 to December 31, 2023 | |||||||||||
| US$ | S$ | S$ | ||||||||||||
| Revenue | 4 | 3,684,731 | 5,034,080 | 5,088,326 | ||||||||||
| Other income | 5 | 261,782 | 357,647 | 161,430 | ||||||||||
| Consumables, medical supplies and other related expenses | (768,029 | ) | (1,049,281 | ) | (1,277,016 | ) | ||||||||
| Employee benefit expenses | 7 | (2,084,279 | ) | (2,847,542 | ) | (1,316,323 | ) | |||||||
| Depreciation expense | (257,260 | ) | (351,469 | ) | (265,120 | ) | ||||||||
| Rent expense | (87,835 | ) | (120,000 | ) | (3,179 | ) | ||||||||
| Other operating expense | (909,425 | ) | (1,242,459 | ) | (353,936 | ) | ||||||||
| Finance cost | 6 | (71,453 | ) | (97,619 | ) | (96,123 | ) | |||||||
| (Loss)/profit before tax | 7 | (231,768 | ) | (316,643 | ) | 1,938,059 | ||||||||
| Income tax expense | 8 | (284 | ) | (388 | ) | (611,483 | ) | |||||||
| (Loss)/ profit after tax | (232,052 | ) | (317,031 | ) | 1,326,576 | |||||||||
| Foreign currency translation differences | (179 | ) | (12,111 | ) | - | |||||||||
| Profit for the period, representing total comprehensive income for the period | (232,231 | ) | (329,142 | ) | 1,326,576 | |||||||||
| (Loss)/Earnings per ordinary share - basic and diluted | (0.014 | ) | (0.020 | ) | 0.082 | |||||||||
| Weighted average number of shares - basic and diluted | 16,250,000 | 16,250,000 | 16,250,000 |
accompanying notes form an integral part of these consolidated financial statements.
Medical Group Ltd and its Subsidiaries
INTERIM CONSOLIDATED BALANCE SHEETS
of December 31, 2024 and June 30, 2024
| Note | December 31, 2024 | December 31, 2024 | June 30, 2024 (Audited) | |||||||||||
| US$ | S$ | S$ | ||||||||||||
| ASSETS | ||||||||||||||
| Non-current assets | ||||||||||||||
| Right-of-use-assets | 9 | 268,945 | 367,433 | 23,460 | ||||||||||
| Property and equipment | 10 | 23,692 | 32,368 | 34,513 | ||||||||||
| Deferred tax assets | 56,364 | 77,005 | 77,005 | |||||||||||
| 349,001 | 476,806 | 134,978 | ||||||||||||
| Current assets | ||||||||||||||
| Inventories | 11 | 72,689 | 99,308 | 72,030 | ||||||||||
| Trade and other receivables | 12 | 3,675,926 | 5,022,050 | 2,005,219 | ||||||||||
| Cash and cash equivalents | 13 | 5,449,875 | 7,445,619 | 1,951,053 | ||||||||||
| Amount due from related parties | 14 | - | - | 10,557,240 | ||||||||||
| Deferred offering costs | 1,382,969 | 1,889,412 | 1,588,024 | |||||||||||
| 10,581,459 | 14,456,389 | 16,173,566 | ||||||||||||
| Total assets | 10,930,460 | 14,933,195 | 16,308,544 | |||||||||||
| LIABILITIES | ||||||||||||||
| Non-current liability | ||||||||||||||
| Borrowings | 15 | - | - | 1,583,434 | ||||||||||
| Current liabilities | ||||||||||||||
| Trade and other payables | 16 | 1,499,662 | 2,048,839 | 2,575,949 | ||||||||||
| Borrowings | 15 | 3,199,807 | 4,371,577 | 2,706,356 | ||||||||||
| Amount due to related parties | 14 | 358,128 | 489,275 | 1,311,390 | ||||||||||
| Amount due to a former director | 17 | 389,286 | 531,842 | 111,459 | ||||||||||
| Asset retirement obligation | 10,979 | 15,000 | 15,000 | |||||||||||
| Provision for income tax | 157,228 | 214,803 | 443,315 | |||||||||||
| Total liabilities | 5,615,090 | 7,671,336 | 8,746,903 | |||||||||||
| NET ASSETS | 5,315,370 | 7,261,859 | 7,561,641 | |||||||||||
| EQUITY | ||||||||||||||
| Capital attributable to equity holders of the Group | ||||||||||||||
| Share capital | 18 | 17,900,145 | 24,455,178 | 24,455,178 | ||||||||||
| Merger reserve arising from group restructuring | (17,900,139 | ) | (24,455,170 | ) | (24,455,170 | ) | ||||||||
| Retained earnings | 5,324,229 | 7,273,962 | 7,561,633 | |||||||||||
| Translation reserve | (8,865 | ) | (12,111 | ) | - | |||||||||
| Total equity | 5,315,370 | 7,261,859 | 7,561,641 |
accompanying notes form an integral part of these consolidated financial statements.
Medical Group Ltd and its Subsidiaries
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
the financial period ended December 31, 2024 and 2023
| Share capital | Merger reserve | Translation reserve | Retained earnings | Total | ||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| As at July 1, 2024 | 17,900,145 | (17,900,139 | ) | (8,686 | ) | 5,556,281 | 5,547,601 | |||||||||||||
| Foreign currency translation | - | - | (179 | ) | - | (179 | ) | |||||||||||||
| Loss for the period | - | - | - | (232,052 | ) | (232,052 | ) | |||||||||||||
| Total comprehensive loss for the period | - | - | (179 | ) | (232,052 | ) | (232,231 | ) | ||||||||||||
| As at December 31, 2024 | 17,900,145 | (17,900,139 | ) | (8,865 | ) | 5,324,229 | 5,315,370 |
| Share capital | Merger reserve | Translation reserve | Retained earnings | Total | ||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | ||||||||||||||||
| As at July 1, 2024 | 24,455,178 | (24,455,170 | ) | - | 7,590,993 | 7,591,001 | ||||||||||||||
| Foreign currency translation | - | - | (12,111 | ) | - | (12,111 | ) | |||||||||||||
| Loss for the period | - | - | - | (317,031 | ) | (317,031 | ) | |||||||||||||
| Total comprehensive loss for the period | - | - | (12,111 | ) | (317,031 | ) | (329,142 | ) | ||||||||||||
| As at December 31, 2024 | 24,455,178 | (24,455,170 | ) | (12,111 | ) | 7,273,962 | 7,261,859 |
accompanying notes form an integral part of these consolidated financial statements.
Medical Group Ltd and its Subsidiaries
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
the financial period ended December 31, 2024 and 2023
| Share capital | Merger reserve | Retained earnings | Total | |||||||||||||
| S$ | S$ | S$ | S$ | |||||||||||||
| As at July 1, 2023 | 8 | - | 5,488,833 | 5,488,841 | ||||||||||||
| Issuance of share capital | 24,455,170 | - | - | 24,455,170 | ||||||||||||
| Merger reserve arising from group restructuring | - | (24,455,170 | ) | - | (24,455,170 | ) | ||||||||||
| Profit for the period, representing total comprehensive income for the period | - | - | 1,326,576 | 1,326,576 | ||||||||||||
| As at December 31, 2023 | 24,455,178 | (24,455,170 | ) | 6,815,409 | 6,815,417 |
accompanying notes form an integral part of these consolidated financial statements.
Medical Group Ltd and its Subsidiaries
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
the financial period ended December 31, 2024 and December 31, 2023
| July 1, 2024 to December 31, 2024 | July 1, 2024 to December 31, 2024 | July 1, 2023 to December 31, 2023 | ||||||||||
| US$ | S$ | S$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| (Loss)/Profit before tax | (231,768 | ) | (316,643 | ) | 1,938,059 | |||||||
| Adjustments for: | ||||||||||||
| Depreciation of property and equipment | 15,006 | 20,501 | 15,802 | |||||||||
| Amortisation of right-of-use assets | 242,254 | 330,968 | 249,318 | |||||||||
| Interest income | (39,777 | ) | (54,344 | ) | (158,357 | ) | ||||||
| Interest expense | 71,453 | 97,619 | 96,123 | |||||||||
| Operating cash flows before changes in working capital | 57,168 | 78,101 | 2,140,945 | |||||||||
| Changes in working capital: | ||||||||||||
| Inventories | (19,965 | ) | (27,278 | ) | (15,630 | ) | ||||||
| Trade and other receivables | (2,208,191 | ) | (3,016,831 | ) | (1,574,539 | ) | ||||||
| Trade and other payables | (385,822 | ) | (527,110 | ) | (25,208 | ) | ||||||
| Cash (used in)/ generated from operations | (2,556,810 | ) | (3,493,118 | ) | 525,568 | |||||||
| Interest paid | (71,453 | ) | (97,619 | ) | (96,123 | ) | ||||||
| Income tax paid | (146,055 | ) | (199,540 | ) | (285,613 | ) | ||||||
| Net cash (used in)/generated from operating activities | (2,774,318 | ) | (3,790,277 | ) | 143,832 | |||||||
| Cash flows from investing activities | ||||||||||||
| Acquisition of property and equipment | (13,437 | ) | (18,357 | ) | (7,920 | ) | ||||||
| Interest received | 39,777 | 54,344 | - | |||||||||
| Cash generated from/ (used in) investing activities | 26,340 | 35,987 | (7,920 | ) | ||||||||
| Cash flows from financing activities | ||||||||||||
| Deferred offering costs | (220,603 | ) | (301,388 | ) | - | |||||||
| (Increase)/Decrease in amount due to related parties | (601,753 | ) | (822,115 | ) | 457,457 | |||||||
| Decrease in amount due to former director | 307,703 | 420,384 | (79,835 | ) | ||||||||
| Decrease in amount due from related parties | 7,727,448 | 10,557,240 | 691,801 | |||||||||
| Payment of principal portion of lease liabilities | (241,942 | ) | (330,541 | ) | (279,236 | ) | ||||||
| Repayment of borrowings | (3,120,051 | ) | (4,262,613 | ) | (1,199,967 | ) | ||||||
| Proceeds from borrowings | 2,927,829 | 4,000,000 | - | |||||||||
| Net cash generated from/(used in) financing activities | 6,778,631 | 9,260,967 | (409,780 | ) | ||||||||
| Net increase/(decrease) in cash and cash equivalents | 4,030,653 | 5,506,677 | (273,868 | ) | ||||||||
| Cash and cash equivalents at beginning of financial period | 1,428,087 | 1,951,053 | 1,217,448 | |||||||||
| Effects of currency translation on cash and cash equivalents | (8,865 | ) | (12,111 | ) | - | |||||||
| Cash and cash equivalents at end of financial period | 5,449,875 | 7,445,619 | 943,580 |
accompanying notes form an integral part of these consolidated financial statements.
Medical Group Ltd and its Subsidiaries
TO THE CONSOLIDATED FINANCIAL STATEMENTS
the financial period ended December 31, 2024
notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.
Medical Group Ltd is incorporated and domiciled in British Virgin Islands (BVI) with operations conducted by its fully owned subsidiary,
Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.), based in Singapore at 6 Napier Road #03-07 Gleneagles Medical Centre,
Singapore 258499. The principal activities of the Company pertain to investment holding. Basel Medical Group Ltd and its subsidiaries
(the "Group") operate its business activities in Singapore.
October 2020, as part of an internal reorganization, all of the shares in our operating subsidiaries were transferred by our founder,
Dr. Kevin Yip, to Basel Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.) Subsequently, in June 2023, Dr. Kevin Yip entered
into an agreement with Rainforest Capital VCC to sell all the shares he held in Basel Medical Group Pte. Ltd. (F.K.A. Singmed Specialists
Pte. Ltd.) to Rainforest Capital VCC. Upon completion, Rainforest Capital VCC became the sole shareholder of Basel Medical Group Pte.
Ltd. (F.K.A Singmed Specialists Pte. Ltd.), which holds the shares of all of our subsidiaries. Rainforest Capital VCC is a variable capital
company incorporated in Singapore and is an investment fund managed by AIP Investment Partners Pte. Ltd., a licensed fund manager in
August 10, 2023, Basel Medical Group Ltd was incorporated under the laws of the BVI as our Group's holding company to facilitate
our offering and the listing of Basel Medical Group Ltd's ordinary shares on Nasdaq, and in connection therewith, Rainforest VCC
(an umbrella fund with multiple sub-funds), through its sub-fund, Basel Medical Fund, subscribed for 16,250,000 ordinary shares in Basel
Medical Group Ltd amounting to US$18,362,500 at a subscription price of US$1.13 per share. In August 2023, all of the shares in Basel
Medical Group Pte. Ltd. (F.K.A Singmed Specialists Pte. Ltd.) were transferred to Basel Medical Group Ltd by Rainforest Capital VCC to
prepare for our listing and offering.
between September 2023 and January April 2024, Rainforest Capital VCC sold certain of the shares it held in Basel Medical Group Ltd to
certain other investors, following which Rainforest Capital VCC held a total of 10,174,579 ordinary shares.
consolidated financial statements of the Group were prepared on the basis as if the reorganisation became effective as of the beginning
of the first period presented in the accompanying consolidated financial statements of the Group.
Medical Group Ltd and its Subsidiaries
TO THE CONSOLIDATED FINANCIAL STATEMENTS
the financial period ended December 31, 2024
Group has the following subsidiaries as at December 31, 2024 and June 30, 2024:
| Name of entity | Principal activities | Country of business and incorporation | Proportion of ordinary shares held by Group | |||||
| December 31, 2024 | June 30, 2023 | |||||||
| % | % | |||||||
| Basel Medical Group Pte. Ltd. (F.K.A. Singmed Specialists Pte. Ltd.) | Other holding companies | Singapore | 100 | 100 | ||||
| Singapore Sports & Orthopaedic Clinic Pte. Ltd. | Clinics and other general medical services (western) and specialized medical services (including day surgical centres) | Singapore | 100 | 100 | ||||
| Singapore Sports & Orthopaedic Services Pte. Ltd. | Clinics and other general medical services (western) and specialized medical services (including day surgical centres) | Singapore | 100 | 100 | ||||
| SSOC Pte. Ltd. | Clinics and other general medical services (western) and specialized medical services (including day surgical centres) | Singapore | 100 | 100 | ||||
| SSOS Pte. Ltd. | Clinics and other general medical services (western) and specialized medical services (including day surgical centres) | Singapore | 100 | 100 |
Medical Group Ltd and its Subsidiaries
TO THE CONSOLIDATED FINANCIAL STATEMENTS
the financial period ended December 31, 2024
| Name of entity | Principal activities | Country of business and incorporation | Proportion of ordinary shares held by Group | |||||
| December 31, 2024 | June 30, 2023 | |||||||
| % | % | |||||||
| Singapore Knee, Sports and Orthopaedic Clinic Pte. Ltd. | Clinics and other general medical services (western) and specialized medical services (including day surgical centres) | Singapore | 100 | 100 | ||||
| Singapore Knee, Sports & Orthopaedic Services Pte. Ltd. | Clinics and other general medical services (western) and specialized medical services (including day surgical centres) | Singapore | 100 | 100 | ||||
| Singapore Sports and Physiotherapy Centre Pte. Ltd. | Other health services N.E.C (E.g. Physiotherapy, chiropratic, speech therapy) and physiotherapy | Singapore | 100 | 100 |
October 14, 2024, Singmed Specialists Pte. Ltd. changed its corporate name to Basel Medical Group Pte. Ltd. In April 2025, our Group
completed the acquisition of Bethesda Medical Pte. Ltd. and Oasis Medical Clinic Pte. Ltd., which became our subsidiaries. We additionally
incorporated our new subsidiary Basel Medflow Pte. Ltd. in May 2025.
consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS")
and interpretations issued by the IFRS Interpretations Committee ("IFRS IC") applicable to companies reporting under IFRS.
The financial statements comply with IFRS as issued by the International Accounting Standards Board ("IASB").
Medical Group Ltd and its Subsidiaries
TO THE CONSOLIDATED FINANCIAL STATEMENTS
the financial period ended December 31, 2024
accounting policies applied for the interim consolidated financial statements for the six months ended December 31, 2024 and 2023 are
consistent with those of the audited consolidated financial statements for the years ended June 30, 2024 and, 2023, as described in those
audited consolidated financial statements, except for the adoption of any new and amended International Financial Reporting Standards
("IFRS") effective after the year ended June 30, 2024 which are relevant to the preparation of this interim condensed consolidated
financial statements.
Group has applied the following amendments for the first time for their annual reporting period commencing July 1, 2024:
| Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants - Amendments to IAS 1; | ||
| Lease Liability in Sale and Leaseback - Amendments to IFRS 16; and | ||
| Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7. |
amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect
the current or future periods.
new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for December
31, 2024 reporting periods and have not been early adopted by the Group. These standards, amendments or interpretations are not expected
to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
Medical Group Ltd and its Subsidiaries
TO THE CONSOLIDATED FINANCIAL STATEMENTS
the financial period ended December 31, 2024
Group is in the business of providing medical services to patients. Revenue from contracts with customers is recognized when control
of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be
entitled in exchange for those goods or services. Revenue is presented net of goods and services tax, rebates, and discounts.
from the rendering of medical services is recognized at the point in time when the entity satisfies the performance obligation by transferring
a promised good or service to the customer, which is when the customer obtains control of the good or service. This is generally when
the significant acts have been completed, ie, upon the completion of consultations, clinical treatments, medical tests and operations.
The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of
the transaction price needs to be allocated. The amount of revenue recognized is the amount allocated to the satisfied performance obligation.
price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised
goods or services. In determining the transaction price for the rendering of medical services the Group considers the effects of variable
consideration. Contracts with customers normally does not include any contractual adjustment such as right of return, volume discount
etc. In rare circumstances where consideration is variable, the Group estimates the amount of consideration to which it will be entitled
in exchange for rendering of service to the customer. The variable consideration is estimated at contract inception and constrained until