UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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

OR

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

Special Financial Report Pursuant to Rule 15d-2 of the Securities Exchange Act of 1934, as amended,
reporting Financial Statements for the fiscal year ended June 30, 2025

OR

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

For the transition period from _________ to _____________.

OR

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

Date of event requiring this shell company report:

Commission file number: 333-290101

Ultratrex Inc.

(Exact name of Registrant as Specified in its Charter)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

220 Orchard Road
Unit 05-02, Midpoint Orchard
Singapore 238852
Tel: +65 6235 3388

(Address of Principal Executive Offices)

Wong Kok Seng, Executive Director and Chief Executive Officer

Tel: +65 6235 3388

220 Orchard Road
Unit 05-02, Midpoint Orchard

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

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

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

None

(Title of Class)

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

Class A ordinary shares, par value $0.0001 per share

(Title of Class)

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of June 30, 2025 was: 15,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

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

Yes ☐ No ☒

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

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

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

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes ☐ No ☐

EXPLANATORY NOTE

On September 30, 2025, the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form F-1, as amended (Commission File No. 333-290101) (the “Registration Statement”) of Ultratrex Inc. (the “Company”), a company incorporated under the laws of the Cayman Islands.

Rule 15d-2 (“Rule 15d-2”) under the Securities Exchange Act of 1934, as amended, provides generally that if a company’s registration statement under the Securities Act of 1933, as amended, did not contain certified financial statements for the company’s last full fiscal year preceding the year in which the registration statement becomes effective, then the company must, within the later of 90 days after the effective date of the registration statement or four months following the end of the registrant’s latest full fiscal year, file a special financial report furnishing certified financial statements for the last full fiscal year, meeting the requirements of the form appropriate for annual reports of that company. Rule 15d-2 further provides that the special financial report is to be filed under cover of the facing sheet of the form appropriate for annual reports of the company.

The Registration Statement did not contain the certified financial statements of the Company for the last fiscal year ended June 30, 2025; therefore, as required by Rule 15d-2, the Company is hereby filing its certified financial statements for the fiscal year ended June 30, 2025 with the SEC under cover of the facing page of an annual report on Form 20-F.

ULTRATREX INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Ultratrex Inc. and its subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial positions of Ultratrex Inc. and its subsidiaries (collectively the “Company”) as of June 30, 2024 and 2025, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows in each of the years for the three-year period ended June 30, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID No. 1171

San Mateo, California

November 14, 2025

We have served as the Company’s auditor since 2024.

ULTRATREX INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS
AS OF JUNE 30, 2024 AND 2025

The accompanying notes are an integral part of these consolidated financial statements.

ULTRATREX INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED JUNE 30, 2023, 2024 AND 2025

The accompanying notes are an integral part of these consolidated financial statements.

ULTRATREX INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED JUNE 30, 2023, 2024 and 2025

The accompanying notes are an integral part of these consolidated financial statements.

ULTRATREX INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2023, 2024 AND 2025

ULTRATREX INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
FOR THE YEARS ENDED JUNE 30, 2023, 2024 and 2025

A reconciliation of liabilities arising from financing activities as follows:

The accompanying notes are an integral part of these consolidated financial statements.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Ultratrex Inc. (the “Company”) is a holding company incorporated on August 15, 2024, under the laws of the Cayman Islands. The Company has no substantial operations other than as an investment holding of the entire share capital of Ultratrex Asia Pacific Pte. Ltd. (“USG”), a Singapore company incorporated on July 3, 2024.

USG is an investment holding of Ultratrex Machinery Sdn. Bhd. (“UMSB”), PT Ultratrex Indonesia (“UI”), Ultratrex Co., Ltd. (“UJ”) and PT Ultratrex Machinery Indonesia (“UMI”).

The principal activities of UMSB are manufacturing, trading and leasing of all kinds of hydraulic cranes, related heavy machineries and spare parts. Currently, UMSB’s main revenue segment is generated from manufacturing and sale of amphibious vehicles and spare parts.

The principal activities of UI are manufacturing, trading and leasing of amphibious excavators, dredgers machineries and amphibious harvesters, leasing of all kinds of hydraulic cranes, related heavy machineries and spares parts. Currently, UI’s main revenue segment is mainly generated from sale of amphibious vehicles and spare parts in Indonesia.

The principal activities of UJ are import and export of heavy machineries and related business. UJ mainly generated its revenue from the sale of amphibious vehicles to its related companies.

The principal activities of UMI are manufacturing and trading of amphibious excavators, dredgers machineries, and amphibious harvesters. Currently, UMI’s main revenue segment is mainly generated from manufacturing and sale of amphibious vehicle to its related company.

Organization and reorganization

The group structure which represents the operating subsidiaries and dormant companies as of the reporting date is as follow:

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Details of the Company and its subsidiaries (collectively, the “Group”) are shown in the table below:

The Group is involved in manufacturing, trading and leasing of amphibious excavators, dredgers machineries and amphibious harvesters, leasing of all kinds of hydraulic cranes, related heavy machineries and spares parts primarily through Ultratrex Machinery Sdn. Bhd. (“UMSB”) and PT Ultratrex Indonesia.

UMSB

The reorganization begins with UMSB, which was under common control of Mr. Salim Podiono (“Mr. Salim”), Mr. Halim Podiono (“Mr. Halim”), Mr. Nursalim Podiono (“Mr. Nursalim”), Mr. Taslim Podiono (“Mr. Taslim”) (each a “Concert Party” and collectively the “Concert Parties”) each holding 20% of the equity interest in UMSB. Mr. Wong Kok Seng (“Mr. Wong”) owned the remaining 20% of the equity interest. On December 6, 2023, Mr. Halim transferred his 20% equity interest to Mr. Salim. Notwithstanding the transfer, the Group determined that common control of UMSB remain unchanged based on the following factors: (i) after the transfer, Mr. Salim, Mr. Nursalim and Mr. Taslim collectively held 80% of the equity interest in UMSB, and these three parties along with Mr. Halim have consistently acted and continued to act in alignment with one another on key business and operational decisions of UMSB, (ii) Mr. Halim remained actively involved in the overall management of the Group and continued to influence key business and operational decisions, including those of UMSB, through his roles as director at UMSB and Ultratrex Indonesia, and his close working relationship with the remaining shareholders of UMSB. Accordingly, based on the aligned direction and control historically exercised by this group of individuals and Mr. Halim’s continued involvement in key business and operational decisions, the Group determined that following the transfer of Mr. Halim’s 20% equity interest in UMSB to Mr. Salim, UMSB remained in common control with the other Group entities which Mr. Halim holds a controlling equity interest.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Incorporation of PT Ultratrex Machinery Indonesia (“PT UMI”)

On October 20, 2022, PT UMI was incorporated in Indonesia by Mr. Wong and Mr. Chua Kok Guan, who held 99% and 1% of the equity interest in PT UMI, respectively. The incorporation and ownership structure were carried out pursuant to a mandate in the form of a written agreement dated October 18, 2022, between UMSB and Mr. Wong (the “Mandate”), under which Mr. Wong was expressly appointed and authorized by UMSB to incorporate PT UMI and to hold 99% of the equity interest in his personal capacity solely for and on behalf of UMSB. The Mandate further provided that Mr. Wong would transfer his entire equity interest in PT UMI to UMSB or its designee upon request, and no consideration was payable between the parties in respect of such transfer. The cost of investment of approximately RM3.0 million required to incorporate PT UMI was to be borne by UMSB.

De facto control by the Group¹ over PT UMI

Although UMSB did not hold the majority of the voting rights in PT UMI during the period from its incorporation to April 1, 2024, the Group, which was assessed to be under common control of Mr. Salim, Mr. Halim, Mr. Nursalim, Mr. Taslim and Mr. Wong, determined that it had de facto control over PT UMI from the time of incorporation and consolidated it as a subsidiary of UMSB from such date. The Group was deemed to have had the power to govern PT UMI’s financial and operating policies and obtain benefits from its activities based on the following factors: (i) Mr. Wong held his 99% equity interest solely as a nominee pursuant to the Mandate and did not contribute capital or assume economic risk; (ii) UMSB funded the full cost of incorporation and bore the financial risks and rewards associated with PT UMI’s activities; (iii) pursuant to the Mandate, Mr. Wong was contractually obligated to transfer all of his shares in PT UMI to UMSB or its designee upon request, and he held such shares solely for the benefit of UMSB, which limited his discretion and reinforced UMSB’s practical ability to direct the relevant activities of PT UMI and to affect returns from such activities; and (iv) there is no history or arrangement under which Mr. Wong collaborated with any non-controlling interests or exercised voting rights independently of UMSB. Furthermore, PT UMI had minimal business operations from the time of its incorporation until April 1, 2024, when Mr. Wong formally surrendered his 99% equity interest to UMSB in accordance with the Mandate. The cost of investment was subsequently repaid to Mr. Wong at book value in conjunction with the share transfer. Accordingly, PT UMI has been consolidated as a subsidiary of UMSB from the date of its incorporation.

PT Ultratrex Indonesia

On August 23, 2010, PT Ultratrex Indonesia was incorporated by Mr. Halim, Ms. Selvia and Mr. Jalu with 98% of the equity interest held by Mr. Halim and 1% of the equity interest held by each Ms. Selvia and Mr. Jalu. The Group² determined that it had de facto control of PT Ultratrex Indonesia even though it owned less than 50% of the voting rights. This is because the Group is considered to exercise common control over PT Ultratrex Indonesia with a deemed 98% equity interest through Mr. Halim. The Group made this assessment based on the following factors: (i) there is no history of Mr. Halim collaborating with non-controlling interests to exercise their votes collectively or to outvote the Group, (ii) Mr. Halim’s decisions with respect to PT Ultratrex Indonesia have historically been aligned with and guided by the strategic objectives of the Group and (iii) the Group has provided operational and managerial support to PT Ultratrex Indonesia, and the day-to-day operations of PT Ultratrex Indonesia have been closely coordinated with other entities within the Group. On March 26, 2024, Mr. Jalu transferred 1% of equity interest to Mr. Halim. As a result, the deemed equity interest of the Group in PT Ultratrex Indonesia increased from 98% to 99%.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Incorporation of Ultratrex Co., Ltd

On January 27, 2015, Ultratrex Co., Ltd was incorporated by Mr. Halim with 100% of equity interest being held by Ultrator Co., Ltd. Ultrator Co., Ltd is owned by Mr. Halim and Mr. Yoshio Irie with 90% and 10% of the equity interest, respectively. The Group³ determined that it had de facto control of Ultratrex Co., Ltd even though it owned less than 50% of the voting rights. This is because the Group is considered to exercise common control over Ultratrex Co., Ltd with a deemed 100% equity interest through Mr. Halim’s majority ownership and effective control of Ultrator Co., Ltd.⁴ The Group made this assessment based on the following factors: (i) there is no history of Mr. Halim collaborating with non-controlling shareholders of Ultrator Co., Ltd to outvote the Group and influence Ultrator Co., Ltd’s exercise of voting rights in Ultratrex Co., Ltd, (ii) Mr. Halim’s decisions with respect to Ultrator Co., Ltd and Ultratrex Co., Ltd have historically been aligned with and guided by the strategic objectives of the Group and (iii) the Group has provided operational and managerial support to Ultratrex Co., Ltd, and the day-to-day operations of Ultratrex Co., Ltd have been closely coordinated with other entities within the Group. Subsequently on November 29, 2024, as part of the reorganization, Ultratrex Singapore acquired 100% of equity interest in Ultratrex Co., Ltd from Ultrator Co., Ltd.

Incorporation of Ultratrex Singapore and the Ultratrex Singapore AIC Agreement

On July 3, 2024, Ultratrex Singapore was incorporated by Mr. Salim, Mr. Halim, Mr. Nursalim, Mr. Taslim and Mr. Wong with 20% of the equity interest each. Upon the incorporation of Ultratrex Singapore, the Concert Parties entered into an Acting-in-Concert Agreement dated July 3, 2024 (the “Ultratrex Singapore AIC Agreement”) to exercise their votes as actors in concert.

Pursuant to the Ultratrex Singapore AIC Agreement, the Concert Parties were contractually obligated to act in concert and make joint decisions on all matters that require the decisions of the shareholders of Ultratrex Singapore. Under the constitution of Ultratrex Singapore, such matters requiring the decisions of shareholders include: approving any amendments to the company’s constitution; authorizing any alteration of the company’s share capital, including increases, consolidations, sub-divisions, conversions, cancellations or reductions; issuing redeemable preference shares; appointing or removing directors at a general meeting; approving the variation or abrogation of rights attaching to any class of shares; appointing and removing auditors and approving their remuneration; declaring dividends; and any other matter expressly reserved for determination by the members under the Singapore Companies Act 1967 or the constitution of the company from time to time.

The terms of the Ultratrex Singapore AIC Agreement provided that the Concert Parties shall consult with each other and vote among themselves on such matters, with each Concert Party entitled to one (1) vote, regardless of their respective shareholdings in Ultratrex Singapore. If the vote results in a unanimous decision between the Concert Parties, joint action shall be taken accordingly based on the outcome of such vote. However, in the event that the Concert Parties are unable to reach a unanimous decision in relation to any matter that requires action in concert, a decision that is made by Mr. Halim shall be deemed to represent the decision of all Concert Parties and shall be binding on all Concert Parties, and each Concert Party shall act in concert with other Concert Parties and take joint action based on the results of such decision. Accordingly, under the Ultratrex Singapore AIC Agreement, Mr. Halim exercised de facto control over Ultratrex Singapore. There was no consideration exchanged among the shareholders in connection with the formation of the Concert Parties and execution of the Ultratrex Singapore AIC Agreement. The Ultratrex Singapore AIC Agreement remained in force until only one Concert Party remained a shareholder, and therefore the Ultratrex Singapore AIC Agreement came to an end on June 30, 2025 upon the acquisition by Ultratrex Inc. of 100% of Ultratrex Singapore as part of the reorganization of the Group.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Incorporation of Ulratrex Inc. and the Ultratrex Cayman AIC Agreement

On August 15, 2024, Ultratrex Inc. was incorporated, with Mr. Halim holding 100% of the issued and outstanding Ordinary Shares of the Company, consisting only of Class B Shares at the time of incorporation. Upon the incorporation of Ultratrex Inc., the Concert Parties entered into another acting-in-concert agreement dated August 15, 2024, in substantially the same form and with the same material terms as the Ultratrex Singapore AIC Agreement, to exercise their votes as actors in concert in relation to Ultratrex Inc. (the “Ultratrex Cayman AIC Agreement”).

Pursuant to the Ultratrex Cayman AIC Agreement, the Concert Parties are contractually obligated to act in concert and make joint decisions on all matters that require the decisions of the shareholders of the Company. Under the Company’s Memorandum and Articles of Association, such matters requiring the decisions of shareholders of the Company include: approving any amendments to the Company’s Memorandum and Articles of Association; authorizing any alteration of the Company’s share capital, including increases, consolidations, sub-divisions or cancellations; appointing or removing Directors at a general meeting, including in circumstances where there are insufficient Directors; approving the winding up or liquidation of the Company and the distribution of assets on a winding up; approving any variation or abrogation of the rights attaching to any class of shares; appointing and removing auditors; declaring dividends and approving other distributions (subject to the recommendation of the board of Directors); and any other matter expressly reserved for determination by the Members under the Cayman Islands Companies Act or the Articles of Association from time to time.

The Concert Parties are required to vote and act in concert in the same manner as the Ultratrex Singapore AIC Agreement, including that in the event that the Concert Parties are unable to reach a unanimous decision in relation to any matter that requires action in concert, a decision that is made by Mr. Halim shall be deemed to represent the decision of all Concert Parties and shall be binding on all Concert Parties. Accordingly, under the Ultratrex Cayman AIC Agreement, Mr. Halim exercised de facto control over the Company. There was no consideration exchanged among the shareholders in connection with the formation of the Concert Parties and execution of the Ultratrex Cayman AIC Agreement. The Ultratrex Cayman AIC Agreement remains in force until only one Concert Party remains a shareholder, and therefore the agreement will remain in force after both the acquisition of Ultratrex Inc. of Ultratrex Singapore and of the offering since the Concert Parties will continue to remain shareholders of Ultratrex Inc. Under the Ultratrex Cayman AIC Agreement, if any of the Concert Parties transfers its shares of the Company, as a prerequisite, unless waived in writing by all of the other Concert Parties, it shall ensure that the transferee is bound by the provisions of the Ultratrex Cayman AIC Agreement, and the transferee upon receiving the transfer of the shares shall be deemed as having agreed to the provisions of the Ultratrex Cayman AIC Agreement and having agreed to be bound by the provisions of the Ultratrex Cayman AIC Agreement.

Share Swap and Reorganization of Ultratrex Singapore

UMSB

On November 15, 2024, Ultratrex Singapore entered into a share swap agreement to acquire 100% of the equity interest in UMSB from Mr. Salim, Mr. Taslim, Mr. Nursalim and Mr. Wong. On December 2, 2024, Ultratrex Singapore allocated 13,200,000 ordinary shares to Mr. Salim, Mr. Taslim, Mr. Nursalim and Mr. Wong. On January 6, 2025, Mr. Salim, Mr. Taslim, Mr. Nursalim and Mr. Wong transferred 100% of equity interest in UMSB to Ultratrex Singapore.

PT Ultratrex Indonesia

On November 29, 2024, Ultratrex Singapore entered into a share swap agreement to acquire 99% of the equity interest in PT Ultratrex Indonesia from Mr. Halim. On December 2, 2024, Ultratrex Singapore allocated 7,524,000 ordinary shares to Mr. Halim. On December 6, 2024, Mr. Halim transferred all of his equity interest in PT Ultratrex Indonesia to Ultratrex Singapore, and Ms. Selvia transferred 1% of hers to Mr. Halim. On December 12, 2024, Ultratrex Singapore and Mr. Halim subscribed for the issuance of 79,200 and 800 additional ordinary shares respectively. Following the issuance, the equity interest of Ultratrex Singapore and Mr. Halim in PT Ultratrex Indonesia remained unchanged at 99% and 1% respectively.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share Swap and Reorganization of Ultratrex Inc.

On June 30, 2025, Ultratrex Inc. acquired 100% of equity interest in Ultratrex Singapore. The acquisition by Ultratrex Inc. of a 100% equity interest in Ultratrex Singapore will be accounted for as a business combination under common control, in accordance with the principles of IFRS 3 Business Combinations of entities under Common Control using the predecessor method, as permitted by the principles of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Under this method, the assets and liabilities of the acquired entities were recognized at their pre-acquisition carrying amounts and no goodwill was recognized. The difference between the purchase consideration and the net assets acquired was recorded in the merger reserve in equity. The comparative information was not restated and in line with the Group’s accounting policy for common control transactions, which aims to ensure consistency and reflect the continuity of interests. This accounting treatment is justified by the binding effect of both the Ultratrex Singapore AIC Agreement and Ultratrex Cayman AIC Agreement.

Prior to the acquisition by Ultratrex Inc. of Ultratrex Singapore, the four Concert Parties, Mr. Halim, Mr. Salim, Mr. Nursalim and Mr. Taslim, each held 20% equity interest in Ultratrex Singapore. Since the Ultratrex Singapore AIC Agreement was in effect then, Mr. Halim exercised de facto control over Ultratrex Singapore. Following the completion of the acquisition and share swap, Mr. Halim, Mr. Salim, Mr. Nursalim and Mr. Taslim each held 38%, 24%, 12% and 12% of the Class A Shares in Ultratrex Inc., respectively, with Mr. Halim holding 100% of the Class B Shares in Ultratrex Inc. As a result, Mr. Halim holds 92.2% of the total voting power of Ultratrex Inc. immediately prior to the offering and will hold 91.2% of the total voting power following the offering. The allocation of equity interests and voting rights in Ultratrex Inc. was determined by mutual agreement among the shareholders in connection with the reorganization of the Group. Since the Ultratrex Cayman AIC Agreement is in effect, Mr. Halim continues to exercise de facto control over Ultratrex Inc. after the acquisition and share swap. Accordingly, because of the Ultratrex Singapore AIC Agreement and Ultratrex Cayman AIC Agreement, Mr. Halim may be deemed to have maintained control over the Group throughout the acquisition and reorganization, and there has been no change in control as a result of the reorganization.

In view of this, common control is deemed to have been in effect since the incorporation of each entity within the Group. The reorganization was completed on June 30, 2025. As a result of the reorganization, the Company became the holding company for a group of companies that will be referred to as the Group. Accordingly, the consolidated financial statements have been presented using the pooling of interest method whereby the Company is shown as if it had been the holding company from the beginning of the first reporting period presented because all the companies in the Group were under common control.

Surrender of Shares

On September 3, 2025, the Company accepted the surrender of 3,750,000 Class A Shares (“Surrendered Shares”) at no consideration pursuant to Paragraph (1) of Section 37B of Part III of the Companies Act (As Revised) of the Cayman Islands and the Surrendered Shares have been cancelled upon surrendered. Following this, 15,000,000 Class A Shares and 5,000,000 Class B Shares remain issued and outstanding.

NON-CONTROLLING INTERESTS

There are no subsidiaries that has non-controlling interests which are material to the consolidated financial statements as a whole.

Carrying value of non-controlling interests

BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”).

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The preparation of consolidated financial statements in conformity with IFRSs requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

ADOPTION OF NEW AND REVISED STANDARDS

At the date of authorization of those financial statements, our Group has not adopted the new and revised IFRSs and amendments to IFRSs that have been issued but are not yet effective to them. Unless otherwise disclosed, the Group is in the process of assessing the full impact of the above standards and amendments to published standards on the financial statements of the Group in the year of initial application.

NEW AND REVISED STANDARDS IN ISSUED BUT NOT YET EFFECTIVE

The Group has not applied in advance the following accounting standards and/or interpretations (including the consequential amendments, if any) that have been issued by the IASB but are not yet effective for the current financial period:

RECENTLY ADOPTED STANDARDS

The accounting policies adopted are consistent with those of the previous financial year except that in the current financial year, the Group has adopted all the new and amended standards which are relevant to the Group and are effective for annual financial period beginning on July 1, 2022. The adoption of these standards did not have any material effect on the financial statements of the Group.

BASIS OF CONSOLIDATION

The consolidated financial statements of the Group incorporate the financial statements of the Group and all its subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

If the Group has less than a majority of the voting of similar rights (“de facto control”) of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In addition, de facto control exists when an entity has the ability to direct the relevant activities of another entity, even without holding a majority of the voting rights. The following factors are considered in determining de facto control:

An entity may have de facto control if it holds a significant portion of the voting rights, even if less than 50%, and the remaining voting rights are widely dispersed among many shareholders.

Control may be established through potential voting rights, such as options or convertible instruments, that when exercised, would give the entity a majority of the voting rights.

An entity may control another entity through de facto agents who act on its behalf in directing the relevant activities.

An entity may have de facto control if another entity is economically dependent on it, such as through significant funding or resource provision.

Long-standing business relationships or familial ties that result in one entity consistently following the directives of another may indicate de facto control.

Intragroup balances, transactions, income and expenses are eliminated in the consolidated financial statement. Unrealized gains arising from transactions with the associate are eliminated against the investment to the extent of the interest of the Group in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no impairment.

The financial statements of the subsidiaries are prepared for the same reporting period as that of the Group, using consistent accounting policies. Where necessary, accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the Group.

Non-controlling interests, if any, represent equity in subsidiaries that are not attributable, directly or indirectly, to owners of the parent, and is presented separately in the consolidated statement of profit or loss and other comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Group. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective date on which control ceases, as appropriate. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the financial year are included in the statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.

If the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:

ULTRATREX INC. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts previously recognized in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investments retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 Financial Instruments or, where applicable, the cost on initial recognition of an investment in an associate or a joint venture.

BUSINESS COMBINATIONS

Business combinations other than those involving entities under common control, are accounted for by applying the acquisition method of accounting.

Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured at their fair value at the acquisition date, except that:

Acquisition-related costs are recognized as expenses in the periods in which the costs are incurred and the services are received.

Any contingent consideration payable is recognized at fair value at the acquisition date. The Group accounts for changes in fair value of contingent consideration that are not measurement period adjustments as follows:

In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured to fair value at the acquisition date and any corresponding gain or loss is recognized in profit or loss.

Components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are initially measured at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. All other components of non-controlling interests shall be measured at their acquisition-date fair values, unless another measurement basis is required by IFRS. The choice of measurement basis is made on a combination-by-combination basis. Subsequent to initial recognition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the previously held equity interest of the Group in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill in the statement of financial position. In instances where the latter amount exceeds the former, the excess is recognized as a gain on bargain purchase in profit or loss on the acquisition date.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business combinations involving entities under common control are accounted for by applying the pooling of interest method of accounting. The assets and liabilities of the entities are reflected at their carrying amounts reported in the consolidated financial statements of the Group. Any difference between the consideration paid and the share capital and capital reserves of the “acquired” entity is reflected within equity as merger reserve, if any. Merger reserve is non-distributable. The statements of profit or loss and other comprehensive income reflects the results of the entities for the full year, irrespective of when the combination takes place. Comparatives are presented as if the entities had always been combined since the date the entities had come under common control.

Entities under common control are entities, which are ultimately controlled by the same parties and that control is not transitory. Control exists when the same parties have, as a result of contractual agreements, ultimate collective power to govern the financial and operating policies of each of the entities so as to obtain benefits from their activities, and that ultimate collective power is not transitory. The financial statements of commonly controlled entities are included in the consolidated financial statements from the day that control commences until the date that control ceases.

FUNCTIONAL AND PRESENTATION CURRENCY

Functional and presentation currency

The individual financial statements of each entity within the Group are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the Group and the statements of financial positions of the Group are presented in United States Dollar (“USD”) which is the functional currency of the Group and the presentation currency for the consolidated financial statements.

Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss.

Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities.

Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment excluding right-of-use assets

All items of property, plant and equipment excluding right-of-use assets are initially measured at cost. Cost includes expenditure that is directly attributable to the acquisition of the asset.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the subsequent costs would flow to the Group and the cost of the asset could be measured reliably. The carrying amount of parts that are replaced is derecognized. The costs of the day-to-day servicing of property, plant and equipment excluding right-of-use assets are recognized in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

Each part of an item of property, plant and equipment excluding right-of-use assets with a cost that is significant in relation to the total cost of the asset and which has a different useful life, is depreciated separately.

After initial recognition, property, plant and equipment excluding right-of-use assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated to write off the cost of the assets to their residual values on a straight-line basis over their estimated useful lives. The estimated useful lives represent common life expectancies applied in the industry within which the Group operates. The principal annual depreciation rates are as follows:

Freehold land has unlimited useful life and is not depreciated.

At the end of each reporting period, the carrying amount of an item of property, plant and equipment excluding right-of-use assets is assessed for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable. A write down is made if the carrying amount exceeds the recoverable amount.

The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment. If expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate.

The carrying amount of an item of property, plant and equipment excluding right-of-use assets is derecognized on disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the carrying amount is included in profit or loss.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LEASES

Definition of a lease

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For contracts entered into or modified on or after the date of initial application of IFRS 16 or arising from business combinations, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

The Group as a lessee

Right-of-use assets

The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities adjusted for any lease payments made at or before the commencement date of the leases.

After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any, and adjusted for any re-measurement of the lease liabilities.

The right-of-use assets are depreciated on the straight-line basis over the earlier of the estimated useful lives of the right-of-use assets or the end of the lease term. The principal depreciation periods are as follows:

The cost of right-of-use asset includes:

Subsequent to the initial recognition, the right-of-use asset is measured at cost less accumulated depreciation and any accumulated impairment losses, and adjusted for any remeasurement of the lease liability.

The right-of-use asset is depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Group presents right-of-use assets as a separate line item on the consolidated statements of financial position.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lease liabilities

At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

The lease payments include:

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.

The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:

The Group presents lease liabilities as a separate line item on the consolidated statements of financial position.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to leases of motor vehicles that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis or another systematic basis over the lease term.

Refundable rental deposits

Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

The Group as lessor

The Group classified its leases as either operating leases or finance leases. Leases where the Group retains substantially all the risks and rewards of ownership of the leased assets are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.

If the Group transfers substantially all the risks and rewards incidental to ownership of the leased assets, the leases are classified as finance leases and are capitalized at an amount equal to the net investment in the lease.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IMPAIRMENT OF NON-FINANCIAL ASSETS

At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment and right-of-use assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any).

The recoverable amount of property, plant and equipment and right-of-use assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognized immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

DEFERRED OFFERING COSTS

Deferred initial public offering (“IPO”) costs consist of underwriting, legal and other expenses incurred through the balance sheet date that are directly related to the intended IPO. Deferred IPO costs will be charged to shareholders’ equity netted against the proceeds upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred IPO costs, as well as additional expenses to be incurred, will be charged to statements of comprehensive income.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INVENTORIES

Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the first-in-first-out basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

PROVISIONS

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.

Provisions for legal claims, service warranties and one-time termination benefits for certain employees are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognized for future operating losses.

FINANCIAL INSTRUMENTS

Financial assets are recognized in the statements of financial position when, and only when, the Group become a party to the contractual provisions of the financial instrument.

When financial assets are initially recognized, they are measured at fair value, plus, in the case of financial assets not at Fair Value Through Profit or Loss (“FVTPL”), directly attributable transaction costs.

The Group determines the classification of financial assets upon initial recognition. The measurement for each classification of financial assets is as below:

Financial assets that are debt instruments are measured at amortized cost if they are held within a business model whose objective is to collect contractual cash flows and have contractual terms which give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets are measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss through the amortization process and when the financial assets are impaired or derecognized.

Financial assets that are debt instruments are measured at Fair Value Through Other Comprehensive Income (“FVTOCI”) if they are held within a business model whose objectives are to collect contractual cash flows and selling the financial assets, and have contractual terms which give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets that are debt instruments are measured at fair value. Any gains or losses arising from the changes in fair value are recognized in other comprehensive income, except for impairment losses, exchange differences and interest income which are recognized in profit or loss. The cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognized.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial assets that are debt instruments, which do not satisfy the requirements to be measured at amortized cost or FVTOCI are measured at FVTPL. Any gains or losses arising from the changes in fair value are recognized in profit or loss.

The Group does not have any financial assets measured at FVTOCI and FVTPL as at the end of the reporting period.

Equity instruments are classified as financial assets measured at FVTPL if they are held for trading or are designated as such upon initial recognition. Equity instruments are classified as held for trading if they are acquired principally for sale in the near term or are derivatives that do not meet the hedge accounting criteria (including separated embedded derivatives). The Group has an option to elect an irrevocable option to designate its equity instruments at initial recognition as financial assets measured at FVTOCI if the equity instruments are not held for trading.

Subsequent to initial recognition, financial assets that are equity instruments are measured at fair value. Any gains or losses arising from the changes in fair value are recognized in profit or loss for equity instruments measured at FVTPL. As for equity instruments measured at FVTOCI, any gains or losses arising from the changes in fair value are recognized in other comprehensive income and are not subsequently transferred to profit or loss.

Dividends on equity instruments are recognized in profit or loss when the right to receive payment is established.

Cash and cash equivalents consist of cash on hand, bank balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in fair value with original maturities of three (3) months or less, and are used by the Group in the management of their short term commitments. For the purpose of the statements of cash flows, cash and cash equivalents are presented net of bank overdrafts and pledged deposits, if any.

A financial asset is derecognized when the contractual right to receive cash flows from the financial asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognized directly in other comprehensive income shall be recognized in profit or loss.

A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or marketplace convention.

A regular way purchase or sale of financial assets shall be recognized and derecognized, as applicable, using trade date accounting.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. A financial liability is classified into the following two (2) categories after initial recognition for the purpose of subsequent measurement:

Financial liabilities at fair value through profit or loss comprise financial liabilities that are held for trading, derivatives (both, freestanding and embedded) and financial liabilities that were specifically designated into this classification upon initial recognition.

Subsequent to initial recognition, financial liabilities classified as at fair value through profit or loss are measured at fair value. Any gains or losses arising from changes in the fair value of financial liabilities classified as at fair value through profit or loss are recognized in profit or loss.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial liabilities classified as other financial liabilities comprise non-derivative financial liabilities that are neither held for trading nor initially designated as at fair value through profit or loss.

Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest method. Gains or losses on other financial liabilities are recognized in profit or loss when the financial liabilities are derecognized and through the amortization process.

A financial liability is derecognized when, and only when, it is extinguished, i.e. when the obligation specified in the contract is discharged or cancelled or expires. An exchange between an existing borrower and lender of debt instruments with substantially different terms are accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.

Any difference between the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Ordinary shares are classified as equity instruments.

Ordinary shares are recorded at the proceeds received at issuance and classified as equity. Transactions costs directly related to the issuance of equity instrument are accounted for as a deduction from equity, net of any related income tax benefit. Otherwise, they are charged to profit or loss.

Interim and final dividends to shareholders are recognized in equity in the period in which they are authorized for issuance.

The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Group at the fair value of the assets to be distributed. The carrying amount of the dividend is remeasured at the end of each reporting period and at the settlement date, with any changes recognized directly in equity as adjustments to the amount of the distribution. On settlement of the transaction, the Group recognizes the difference, if any, between the carrying amounts of the assets distributed and the carrying amount of the liability in profit or loss.

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss incurred because a specified debtor failed to make payment when payment was due.

Financial guarantee contracts are recognized initially as a liability at fair value. Subsequent to initial recognition, financial guarantee contracts are recognized as income in the profit or loss over the period of the guarantee. If the debtor fails to make payments relating to the financial guarantee contract when it is due to the Group, as the issuer is required to reimburse the holder for the associated loss, the liability is measured at the higher of the Expected Credit Loss (“ECL”) allowance and the amount initially recognized less any cumulative amount of income/amortization recognized.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. Changes in fair value of derivatives are recognized in the profit or loss.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IMPAIRMENT OF FINANCIAL ASSETS

The Group recognizes an impairment loss allowance for expected credit losses on a financial asset that is measured at amortized cost.

The Group recognizes allowance for impairment loss for trade receivables based on the simplified approach in accordance with IFRS 9 Financial Instruments and measures the allowance for impairment loss based on a lifetime expected credit loss from initial recognition.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of the asset, while twelve-month expected credit losses are the portion of expected credit losses that result from default events that are possible within the twelve (12) months after the reporting date. The maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group are exposed to credit risk.

At the end of each reporting period, the Group assesses whether there has been a significant increase in credit risk for financial assets other than trade receivables by comparing the risk of default occurring over the expected life with the risk of default since initial recognition. For those in which the credit risk has not increased significantly since initial recognition of the financial asset, twelve-month expected credit losses along with gross interest income are recognized. For those in which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognized. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognized.

The Group considers historical credit loss experience and observable data such as current changes and future forecasts in economic conditions to estimate the amount of expected impairment loss. The methodology and assumptions including any forecasts of future economic conditions are reviewed regularly.

The carrying amount of the financial asset is reduced through the use of an allowance for impairment loss account and the amount of impairment loss is recognized in profit or loss. When a financial asset becomes uncollectible, it is written off against the allowance for impairment loss account.

BORROWING COSTS

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset is capitalized as part of the cost of the asset until when substantially all the activities necessary to prepare the asset for its intended use or sale are complete, after which such expense is charged to profit or loss. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Capitalization of borrowing cost is suspended during extended periods in which active development is interrupted.

The amount of borrowing costs eligible for capitalization is the actual borrowing costs incurred on the borrowing during the period less any investment income on the temporary investment of the borrowing.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

REVENUE RECOGNITION

Revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. the Group uses a five-step approach to recognize revenue:

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Group recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the services underlying the particular performance obligations is transferred to clients.

A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially the same.

Control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct service.

The Group recognizes revenue from the following major sources:

Sales of goods

The Group sales of amphibious vehicles to the customers. The Group will typically receive purchase orders from its customers which will set forth products design, quantity to be delivered, the transaction price, terms of delivery and terms of payment. The terms serve as the basis of the performance obligations that the Group must fulfill in order to recognize revenue. The key performance obligation is the delivery of the finished product to the customer at their location at which point title to that asset passes to the customer. Revenue is recognized at a point in time when control of the goods has transferred, being when the goods have been shipped to the customer according to respective orders’ shipping terms. There are no long standing contracts with these brands and retailers.

All products sold by the Group are not given right of return. The Group offer a standard warranty on certain products. The provision for warranty is based on estimates from known and expected warranty work to be performed after sale of goods. The actual warranty expense incurred could differ from the provision made. This warranty covers defects in products under normal usage conditions. No extended warranty options are available beyond the standard warranty period.

Service fee

Service fee includes repair, installation, dismantling, freight management and so on which provided on ad hoc basis. Services fee revenue is recognized over time as services are rendered.

Rental income

Rental income includes rental of heavy machineries to customers on long term basis as well as ad hoc basis. rental income revenue is recognized over time over the period of tenancy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTEREST INCOME

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

TAXATION

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/(loss) before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

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

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

EMPLOYEE BENEFITS

Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset.

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Employee Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably

Entity in Indonesia provide for Post-employment benefit obligations for eligible employees on unfunded defined benefit basis in accordance with the Labour Law in Indonesia. The obligations of the defined benefit plans are calculated as the present values of obligations at end of the reporting period using the projected unit credit method which is based on the last drawn salaries at the end of the reporting period, age and the length of service.

Service and interest costs are recognized in profit or loss. Remeasurements of the defined benefit plans which comprise actuarial gains and losses are recognized in other comprehensive income in the year in which they occur.

CASH AND CASH EQUIVALENTS

For the purpose of presentation in the statements of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value.

SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. In respect of the Company’s treasury shares that are held by the Company, all rights are suspended until those shares are reissued.

RESERVES

Retained earnings

Retained earnings comprise the cumulative net profits recognized in the Group’s consolidated statements of comprehensive income.

Translation reserve

The foreign currency translation reserve is used to record foreign currency exchange differences arising from the translation of the financial statements of a foreign operation whose functional currency is different from that of the presentation currency of the Group.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTIES

(LOSS)/EARNINGS PER SHARE

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic (loss)/earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted (loss)/earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.

SEGMENT REPORTING

Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year other than as disclosed below:-

The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables.

Management determines whether an allowance is required for inventories obsolescence or slow-moving stock or for any shortfall in net realizable value of inventories by reviewing the inventory listing on a periodic basis (at least on an annual basis).

The determination of net realizable value is subject to significant estimation uncertainty, in particular because the salability and margins of products are affected by factors such as changing consumer demand, technology trends, supply-related scarcity, and economic uncertainties. There is significant management judgement involved in setting expectations about future sales of slow-moving inventories items.

The review involves, but not limited to, an analysis of the inventories ageing, a comparison of the carrying value of the inventory items with the respective net realizable value as well as the forecasted demand for the inventories. Arising from the review, management sets up the necessary allowance for obsolete and slow-moving inventories or for any short fall in the net realizable value of the inventories.

Taking into account factors impacting the inventory provisioning including trading assumptions being 10% higher or lower than expected, this would result a potential outcome in an increase or decrease of the allowance for inventory obsolescence amounting to approximately USD859,000 (2024: USD676,000; 2023: USD499,000) in profit or loss.

The Group has assessed the impact of a restructuring event involving a change in the pool of investors. Management has exercised judgment in determining that the transaction qualifies as a common control exist, based on an analysis of the ownership structure and control relationships before and after the restructuring. This judgment is predicated on the assumption that the ultimate controlling parties remain substantially the same, with the current pool of investors reflecting continuity of control. The determination involves evaluating the relative voting rights, economic interests, and decision-making authority held by the investors pre- and post-restructuring. This assessment has a significant impact on the consolidation of entities and the recognition of any gain or loss arising from the transaction. The key assumptions underlying this judgment include the stability of the investor pool and the absence of a substantive change in control, which are subject to uncertainty and may require adjustment in future periods if new information becomes available.

ULTRATREX INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS