As filed with the U.S. Securities and Exchange Commission on December 29, 2025.

Registration No. 333-[    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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I Bella Perfect Inc.
(Exact name of registrant as specified in its charter)

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No. 16 Jalan Radin Bagus 1, Bandar Baru Seri Petaling, Kuala Lumpur,
57000 Wilayah Persekutuan, Malaysia
+60 3 9055 9277
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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With a Copy to:

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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

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 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

firms to publish negative commentary about our corporate governance, in which case, the market price and liquidity of the Class A Ordinary Shares could be adversely affected. See “Risk Factors — Risks Relating to this Offering and the Trading Market — Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares.”

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 10 to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. We have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Our Being an “Emerging Growth Company”” for examples of the reduced public reporting requirements. This may affect the quality of our disclosure and make our Class A Ordinary Shares less attractive to investors. Please read the disclosures beginning on page 5 of this prospectus for more information.

On May 8, 2025, our Chief Executive Officer, director, and Chairperson of the Board of Directors, Yen Tsing Then, and Poh Mei Lai, an individual, entered into a person acting in concert agreement (the “PAC Agreement”). The PAC Agreement stipulates that the parties thereto shall act in concert in relation to all shareholder matters, and in the case of a disagreement between the parties, Yen Tsing Then shall have a controlling vote. The PAC Agreement will remain in force and effect until only one party remains a shareholder. If any party transfers its shares, unless waived in writing by the other party, the transferee will be bound by the agreement. On December 26, 2025, a letter of waiver under clause 4 of PAC Agreement (the “Letter of Waiver”) was signed by Yen Tsing Then and was acknowledged by Poh Mei Lai, pursuant to which, Yen Tsing Then irrevocably and unconditionally waived the requirement that any transferee of the Resale Shares (and its successors and/or assigns) be bound by such agreement, on a one-time basis and solely in connection with the proposed resale of the Resale Shares by the Selling Shareholder registered under the Resale Prospectus. A copy of the Letter of Waiver is filed hereto as Exhibit 10.6.

As of the date of this prospectus, our issued and outstanding Ordinary Shares consist of 17,187,500 Class A Ordinary Shares, representing 17,187,500 votes, and 2,500,000 Class B Ordinary Shares, representing 50,000,000 votes, totaling 67,187,500 votes. As of the date of this prospectus, Yen Tsing Then beneficially owns 4,010,729 Class A Ordinary Shares, and Poh Mei Lai beneficially owns 7,569,531 Class A Ordinary Shares and all 2,500,000 Class B Ordinary Shares. As of the date of this prospectus, together, Yen Tsing Then and Poh Mei Lai beneficially own 11,580,260 Class A Ordinary Shares and all 2,500,000 Class B Ordinary Shares, representing 61,580,260 votes, accounting for approximately 91.65% of the aggregate voting power of our issued and outstanding Ordinary Shares.

To continue to control the outcome of matters submitted to shareholders for approval after this offering, including the election of directors, any amendment of the memorandum and articles of association, and approval of certain major corporate transactions in accordance with the BVI Act, Yen Tsing Then and Poh Mei Lai must collectively retain beneficial ownership of more than 50% of the aggregate voting power of our issued and outstanding Ordinary Shares. Following the completion of this offering, Yen Tsing Then and Poh Mei Lai will beneficially own approximately 89.17% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriters’ Over-Allotment Option (as defined herein), or approximately 88.80%, assuming full exercise of the underwriter’s Over-Allotment Option (as defined herein), and assuming no sale of the Resale Shares registered by the selling shareholder under the Resale Prospectus.

Together, Yen Tsing Then and Poh Mei Lai have, and will continue to have, the ability to control matters requiring shareholder approval following the completion of this offering. As a result, this concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future. See “Risk Factors — Risks Relating to this Offering and the Trading Market — After the completion of this offering, share ownership will remain concentrated in the hands of our largest shareholders, who will continue to be able to exercise a direct or indirect controlling influence on us.” As such, we will be deemed to be a “controlled company” under Nasdaq Marketplace Rules 5615(c). However, even if we are deemed to be a “controlled company,” we do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Marketplace Rules. See “Risk Factors” and “Management — Controlled Company”” for examples of the corporate governance exemptions afforded to a “controlled company”.

In addition, as a foreign private issuer, the Nasdaq Marketplace Rules allow us to follow corporate governance practice in our home country, the British Virgin Islands, with respect to appointments to our board of directors and committees in lieu of Nasdaq corporate governance rules. Although we do not intend to rely on the foreign private issuer

TABLE OF CONTENTS

About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the British Virgin Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Until and including [__], 2025 (twenty-five (25) days after the date of this prospectus), all dealers that buy, sell or trade our Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “Board” are to our board of directors;

•        “BVI” are to the British Virgin Islands;

•        “BVI Act” are to the BVI Business Companies Act, 2004 (as amended);

•        “CEO” are to our chief executive officer;

•        “CFO” are to our chief financial officer;

•        “Class A Ordinary Shares” are to the Class A ordinary shares of I Bella Perfect Inc., no par value;

•        “Class B Ordinary Shares” are to the Class B ordinary shares of I Bella Perfect Inc., no par value;

•        “cosmetics” are to any substance or preparation intended to be placed in contact with the various external parts of the human body (including epidermis, hair system, nails, lips and external genital organs) or with the teeth and the mucus membranes of the oral cavity with a view exclusively or mainly to cleaning them, perfuming them, changing their appearance or correcting body odors, protecting them or keeping them in good condition, as defined under the Control of Drugs and Cosmetics Regulations 1984 (see “Regulations — Regulations Related to the Supervision over Pharmaceuticals and Medical Services in Medical Institutions in Malaysia”);

•        “Group” are to I Bella Perfect Inc., I Bella Perfect Holdings Limited, and I Bella (as defined below) and its subsidiaries, collectively;

•        “housemanship” are to the period of training undertaken by holders of a qualifying medical degree in resident medical practice for the purpose of becoming a fully registered medical practitioner, as defined under section 2 of the Medical Act 1971;

•        “I Bella” are to I Bella Sdn Bhd, a private company limited by shares incorporated and registered under the laws of Malaysia, which is a wholly owned subsidiary of I Bella Perfect Holdings with a registration number of 201301022992 (1052821-P);

•        “I Bella Group” are to I Bella, IBI (as defined below) and IBSA (as defined below), collectively;

•        “I Bella Perfect” are to I Bella Perfect Inc., a BVI business company limited by shares incorporated and registered under the laws of the BVI with a company number of 2176271;

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We depend significantly on the strength of our brand and reputation, and any damage to our brand or reputation could materially and adversely impact our business and results of operations.

Our brand and reputation are critical to our success in the rapidly growing aesthetic medicine industry. We believe that our success and continued growth depends on the public perception of our brand name and our ability to protect and promote our brand name. Many factors which are important to help maintain and enhance our brand, are beyond our control and may negatively impact our brand and reputation. Such factors include:

•        our ability to effectively control the quality of the services performed by our doctors and therapists, and to monitor the performance of such personnel as we continue to expand;

•        our ability to maintain a convenient, standardized and reliable customer experience as customer preferences evolve and as we expand our service offerings; and

•        our ability to increase brand awareness among existing and potential customers through various means of marketing and promotional activities.

Our failure to develop, maintain and enhance our brand and reputation may materially and adversely affect the level of market recognition of, and trust in, our services, which could result in decreased sales and loss of customers leading to a material adverse effect on our results of operations and cash flows.

In addition, while we implement quality control measures with regard to our aesthetic medical services and prioritize health, wellness, and minimum intrusion in our service offerings, allegations against us may appear in online forums and news articles, including claims of medical malpractice, dissatisfaction with treatment results, inappropriate sales tactics, arbitrary treatment service prices, or the use of illegal cosmetics. Any negative review, comment or allegation regarding our company, clinics or services by the media, our customers, our former employees or the public in the media or on online social networks may harm our brand, public image and reputation, which in turn may result in a loss of customers and business partners and have a material adverse effect on our business, financial condition, results of operations and prospects.

Furthermore, our customers may have expectations regarding the degree of improvement of their physical appearance resulting from our services. However, we cannot guarantee the results of our services, since results vary depending on factors such as the medical history of our customers, their adherence to our pre-procedure and post-procedure instructions, their respective responses to procedures, unknown allergies and other factors beyond our control. It is also an inherent risk that the results of our services may lead to undesirable or unexpected outcomes, such as complications and injuries, or our services may otherwise fail to meet our customers’ expectations. Such undesirable or unexpected outcomes may result in customer dissatisfaction, requests for refunds, or complaints, claims or legal actions against us, which may lead to negative publicity. Any negative publicity may adversely harm our brand image and reputation and cause a deterioration in the level of market recognition of and trust in our services, thereby resulting in decreased sales and potential loss of customers and business partners as well as physicians and staff, and therefore have a material adverse effect on our business, results of operations, financial condition and prospects.

We depend significantly on a limited number of LCP-certified aesthetic physicians, and any shortage of such qualified practitioners in Malaysia could materially and adversely impact our ability to maintain our current operations and execute our expansion plans.

Our current operations are dependent on a limited number of LCP-certified aesthetic physicians, with only three such qualified practitioners serving our three existing clinics. This creates significant operational vulnerabilities, as the temporary or permanent loss of any one physician could severely impact our ability to maintain service levels and revenue generation at the affected clinic.

The acute shortage of LCP-certified aesthetic physicians in Malaysia significantly compounds these risks and creates substantial barriers to our growth strategy. This shortage stems from limited training programs, stringent certification requirements, and high demand across the aesthetic medicine industry. The scarcity of qualified practitioners may prevent us from recruiting physicians with the requisite credentials and professional experience to support planned clinic openings, potentially delaying or preventing expansion altogether. Competition for the limited pool of certified physicians may drive compensation costs significantly higher, which could materially impact our profitability and operating margins. If we are unable to recruit locally, we may need to seek qualified practitioners from overseas markets, which would introduce additional costs related to relocation, visa processing, and regulatory compliance, while also extending our recruitment timelines. Any extended recruitment periods could delay revenue generation from new facilities and increase our carrying costs for leased premises and equipment that remain underutilized pending physician availability, which, in turn, could materially and adversely effect on our business, financial condition, and results of operations.

We conduct our business in a heavily regulated industry and incur ongoing compliance costs as well as face penalties for non-compliance.

We conduct our business in a heavily regulated industry. The rules and regulations relate mainly to the licensing of clinics, the quality and the licensing of medical equipment and services, the procurement and usage of cosmetics, and the licensing, practice and number of medical professionals. For more details, please see the section headed “Regulation” in this prospectus. Accordingly, our clinics are subject to periodic license renewal requirements. In addition, any changes in laws and regulations could require us to obtain additional licenses, permits, approvals or certificates, impose additional conditions or requirements for the renewal of the licenses of the clinics, or result in the invalidation of our currently owned licenses.

We cannot guarantee that we will always be in compliance with relevant laws and regulations. Future incidents of non-compliance may result in temporary or permanent suspension of any of the licenses, permits, approvals and certificates necessary for our business. If we fail to obtain or renew any necessary licenses, permits, approvals and certificates, or are found to be non-compliant with any of these laws, regulations or rules, we may be unable to provide relevant aesthetic medical services, suffer reputational harm, face penalties, suspension of operations or even revocation of operating licenses or criminal liability, depending on the nature of the findings, any of which could materially and adversely effect on our business, financial condition, and results of operations.

Our internal control system and compliance team may not be able to prevent all possible non-compliance incidents.

We are subject to a number of regulations pertaining to the licensing of our clinics, the quality and the licensing of medical facilities, equipment and services, the pricing and procurement and usage of cosmetics, and the licensing, conduct and number of medical professionals. We have established internal control processes intended to ensure all of our staff comply with the relevant laws and regulations applicable to us. However, we cannot assure you that such controls will be effective to prevent all instances of non-compliance. Failure of our internal controls could result in dissatisfaction of or harm to our customers, cause consumer disputes or claims, and have a material adverse effect on our business, financial condition and results of operations.

We are subject to customer complaints, claims and legal proceedings in the regular course of our operations from time to time, which could result in significant costs and materially and adversely affect our brand image, reputation and results of operations.

We rely on our doctors and therapists in our clinics to make appropriate decisions regarding the treatment of our customers. However, we cannot assure you that every employee at our clinics will always act in accordance with the appropriate professional standard of care. Any deviation from the appropriate standard of care by our staff, or any

failure to properly manage our clinics’ activities, may result in unsatisfactory treatment outcomes or customer injuries. Given the nature of the aesthetic medicine industry and subjectiveness of the level of satisfaction with services provided, we are also susceptible to other types of complaints associated with our services from time to time. These include claims relating to (i) dissatisfaction with our customer service; (ii) disputes over charges; (iii) over-promising of treatment outcome; (iv) dissatisfaction with post-treatment recovery periods; and (v) general dissatisfaction with treatment results. In addition, as the number of treatments we performed has increased over the years as part of our growth, the absolute number of such complaints, allegations and other claims, regardless of merits, may continue to increase. Such complaints, allegations and claims, if not managed properly, could have a material adverse effect on our reputation, business, results of operations, financial condition and prospects.

As of the date of this prospectus, we are not aware of any customer complaints regarding the services or products we have provided, whether made directly to us or lodged with the Ministry of Health of Malaysia. With respect to settlement of customer complaints, customers generally accept complimentary gifts, refunds, services or supplemental operations at no additional cost to settle their complaints. However, we may also be required to pay monetary compensation to settle customer complaints and medical disputes. We may be subject to serious incidents or lawsuits in the future and may not successfully prevent or address all customer complaints in the future. Any complaint, claim or legal proceeding, regardless of merit, if widely disseminated, could affect our corporate image and reputation in the industry, divert management resources and cause us to incur extra costs to handle these complaints and litigation matters. A settlement or successful claim against us can also result in significant costs, damages, compensation and reputational damage and adversely affect our business, results of operations and financial condition.

If we are unable to recruit and retain an adequate number of managers, doctors, and other support staff in our clinics, our service quality and business may suffer.

Our performance is largely dependent on the talent and efforts of highly skilled medical professionals. Our future success will in part depend on our ability to identify, hire and retain highly qualified medical professionals in all areas of our clinics. The recruitment of qualified doctors and therapists is competitive in Malaysia due to their shortage. The near-term supply of specialist physicians is limited due to the length of training required, including academic study and clinical training, as well as additional certification and licensing requirements for certain specialties. Competition for such qualified professionals is intense. We believe that aesthetic medical service professionals’ qualifications and facilities are especially important and generally consider the following key factors when selecting institutions to join: reputation and culture, the efficiency of clinic management, the quality of facilities and support staff, the number of customer visits, compensation, training programs, and location. Our clinics may not effectively compete with other aesthetic service providers or clinics in hiring qualified professionals. If we are unable to successfully recruit or retain seasoned and qualified physicians, our business, financial condition and results of operations may be adversely affected.

Our success is also dependent on our ability to recruit and retain qualified medical institution administrators and medical professionals. It has become increasingly costly to recruit and retain medical professionals in recent years and there is no guarantee that we will be able to recruit and retain sufficient medical professionals in the future. If we do not succeed in attracting an appropriate number of qualified clinic managers, assistants, consultants or other support staff, our service quality and our ability to execute our business strategy may suffer. A shortage of skilled professionals could also require us to pay higher wages, which would reduce our profits and have a material and adverse effect on our operating results and financial performance.

If our physicians and other medical professionals do not obtain and maintain appropriate licenses, we may be subject to penalties against our clinics, which could adversely affect our business.

Medical practice in Malaysia is strictly regulated. Physicians and other medical professionals who practice at medical institutions must hold practicing licenses and may only practice within the scope of their licenses and at the specific medical institutions at which their licenses are registered. Please see “Regulations” for more details.

In practice, it takes some time for physicians and other medical staff to transfer their licenses from one medical institution to another or to add any further service scope to their permitted practices. From time to time, some of our physicians and other medical professionals could be required to make such amendments to their licenses due to changes to the location or nature of their work. We cannot assure you that all of our medical professionals have completed the transfer of their licenses and related government procedures in a timely manner or at all.

In addition, we cannot assure you that our physicians and other medical professionals will always strictly follow the requirements and will not practice outside the permitted scope of their respective licenses. Our failure to properly manage the employment of our physicians and other medical professionals may subject us to administrative penalties against our clinics, which could adversely affect our business.

We may fail to maintain the quality of the cosmetics, treatment equipment, injection materials, and skincare products we use. If these products do not meet the required standards, we could be exposed to liabilities and our business operations and reputation could suffer.

Although we have adopted a series of measures for selecting suppliers, such as maintaining and updating a list of qualified suppliers, we cannot guarantee that all of the cosmetics, treatment equipment, injection materials, and skincare products we use are free of defects or substantially meet the relevant quality standards. If the products provided by our suppliers are defective, of poor quality, or cause any adverse drug reaction, we could be subject to liability claims, complaints or related adverse publicity that could result in the imposition of penalties or even suspension of licenses by relevant authorities or compensation awarded by courts against us. We may also need to find suitable replacement products, which may lower our profit margins and result in delays in services to our customers.

Our suppliers are also subject to extensive laws and regulations. If our suppliers violate applicable laws and regulations, our reputation or procurement may be materially and adversely affected. Pursuant to the Guideline on Good Distribution Practice issued by the National Pharmaceutical Regulatory Division of the Ministry of Health Malaysia, all supplies of medical products and cosmetics must only be purchased from approved suppliers or companies that are authorized by the relevant authorities. In addition, under Malaysia law, only licensed parties may manufacture, import, or wholesale such products, imposing on clinics an obligation to procure only from compliant suppliers. We cannot ensure that all of our suppliers maintain all the licenses required or the validity of their licenses at all times. In addition, we may be exposed to reputational damage or even liabilities for defective goods provided by our suppliers or negative publicity associated with our suppliers, and our results of operations could suffer as a result.

Our success is dependent on the continued popularity of our services and products and our ability to anticipate and respond to changes in industry trends and consumer preferences and behavior in a timely manner.

The success of our business and operations depends on our ability to continuously offer quality treatments and products that are attractive to consumers. The aesthetic medicine industry is driven in part by fashion and beauty trends and consumer preferences and behavior, which may shift quickly and have been heavily affected by the rapidly increasing use and proliferation of social and digital media by consumers, and the speed with which information and opinions are shared. As industry trends and consumers’ preferences and behavior continue to change, we must also continually work to develop, produce and market new treatments and products, maintain and enhance the recognition of our brand, achieve a favorable mix of treatments and products and refine our approach as to how and where we market and sell our treatments and products.

Our success depends on the appeal of our treatments and products to a broad range of consumers whose preferences and behavior cannot be predicted with certainty and may change rapidly, and on our ability to anticipate and respond in a timely and cost-effective manner to industry trends and consumer preferences and behavior through innovations, service line extensions and marketing and promotional activities, among other things. We collect, store, process and use a variety of customer data and information for analysis of the changing consumer preferences and fashion trends to guide our service development and to improve customer experience, and to predict and react to industry trends and consumers’ preferences and behavior effectively and efficiently. However, we cannot assure you that we will be able to successfully anticipate and respond to consumers’ preferences and behavior at all times, especially as we continue to broaden our customer base and diversify our service offerings aimed at customers with differing characteristics. If we are unable to anticipate and respond to the changes in industry trends and consumer preferences and behavior, we may fail to continuously develop treatments with wide market acceptance, capture emerging growth opportunities, adopt competitive sales strategies for our existing treatments, or properly predict and manage our inventory. Such failure could also negatively impact our brand image and result in diminished customer experience and brand loyalty. Any of these occurrences could materially and adversely affect our business, prospects and results of operations.

We rely on a limited number of suppliers to provide us with the materials and equipment we use in our services. We may not be able to obtain such supplies at competitive prices during times of high demand, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on a limited number of suppliers to provide us with the medical materials and equipment we use in our services, such as injection fillers and laser machines. For the fiscal year ended March 31, 2025, there were four suppliers who individually accounted for 10% or more of the Company’s total purchases, and such suppliers accounted for approximately 22%, 14%, 12% and 10% of our total purchase, respectively. For the year ended March 31, 2024, three suppliers individually accounted for 10% or more of the Company’s total purchases, and such suppliers accounted for approximately 16%, 14%, and 13% of our total purchases, respectively. This reliance involves a number of significant risks. Unavailability of medical supplies and interruptions in delivery of medical supplies from our suppliers, which we have no control over, could result in the unavailability of certain of our treatments. Such reliance also means that we are exposed to greater risks related to fluctuations in the quality and price of medical supplies, as any such fluctuations from our significant suppliers will affect a substantial portion of our operations, which we may not be able to mitigate in a short span of time, or at all. This could increase our costs and service pricing or damage our brand reputation, or even subject us to customer complaints or claims.

Our suppliers have no obligation to continue to accept purchase orders from us. Our suppliers may stop selling their products to us on commercially reasonable terms or at all. We may be unable to get them to accept additional orders or engage alternate suppliers on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner.

Identifying reliable suppliers is an extensive process that requires us to evaluate their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices and ensure that they meet our standards. Even if alternate suppliers are available to us or our manufacturers, identifying them is often difficult and time consuming. If we or our manufacturers are unable to obtain an ample supply from our existing suppliers or alternative sources of supply, we may be unable to satisfy our customers’ treatment needs, or disrupt customers’ treatment cycles, which could reduce our revenue, subject us to claims for damages, and adversely affect our relationships with our customers. Accordingly, a loss of any of our largest suppliers could have an adverse effect on our business, financial condition, and results of operations.

Our business, financial condition, results of operations and prospects may be adversely affected by an unfavorable market perception of the overall aesthetic medicine industry.

The aesthetic medicine industry and relevant aesthetic medical services have been gaining popularity in recent years. According to our independent market research consultant, Protege Associates Sdn Bhd, the aesthetic medicine market in Malaysia (in terms of revenue) grew from RM687.6 million in 2023 to RM818.3 million in 2024. However, many consumers remained cautious about the risks inherent in aesthetic medical services and procedures. Media influences, peer perceptions, research indicating adverse health effects of aesthetic medicine-related treatment procedures or otherwise could lead to deterioration in the market perception of aesthetic medicine-related treatments and to less demand for aesthetic medical services. In addition, if any allegation surfaces in the media or in social media forums of any accident, ineffectiveness of treatment, poor service standards or mishandling of sensitive personal information by any operator of aesthetic medical services, regardless of merit, the entire aesthetic medicine industry and any industry participant, including us, could experience reputational harm. Our business, financial condition, results of operations and prospects may be materially and adversely affected as a result.

We face intense competition, and if we do not compete successfully against new or existing competitors, we may lose our market share and our profitability may be adversely affected.

We compete with private aesthetic hospitals and aesthetic medical clinics and aesthetic medical departments in public general hospitals located in the same geographic areas as our clinics. We also compete against unlicensed beauty centers that offer aesthetic medical procedures similar to those we provide. These unlicensed operators may offer services at significantly lower prices due to lower operating costs, minimal or no regulatory compliance expenses, no licensed physician requirements nor proper medical equipment standards. Competition from unlicensed operators may pressure us to reduce pricing or cause customers to choose unlicensed alternatives, which could materially impact our revenue and profitability. Additionally, if unlicensed centers experience adverse events from improperly performed procedures, it could negatively impact public perception of the entire aesthetic medicine industry, potentially reducing

overall demand for our services. We also expect to compete with future market entrants, as the rapid growth of the aesthetic medicine industry in Malaysia may attract more domestic or international entrants. Some of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing or other resources and may be able to mimic and adopt our business model. We compete for customers primarily on the basis of the price, quality, and effectiveness of treatments offered. We cannot assure you that we will be able to successfully compete against new or existing competitors. Any inability to successfully compete with new or existing competitors may prevent us from increasing or sustaining our revenue and profitability level and result in a loss of market share.

If we are unable to adapt to changing aesthetic medical trends and our customers’ changing needs, we will not be able to compete effectively, which may materially and adversely affect our business, financial condition and results of operations.

The aesthetic medicine market requires us to closely monitor the trends in the market and the needs of our customers, which may require us to introduce new products, technologies, devices, solutions, service categories and treatment procedures and enhance our existing services and procedures. We also maintain active dialogue and exchange information with experts from aesthetic medical institutions overseas, including those in the United States, Europe, Singapore, Japan, and South Korea. This enables us to learn and adopt new aesthetic medical solutions, standards, and technologies, allowing us to access the latest advancements in aesthetic medicine and respond quickly and cost-effectively to our customers’ evolving needs. Our aesthetic physicians regularly attend courses held by these institutions to stay informed and acquire new skills. We may be required to incur development and acquisition costs to keep pace with new technologies, implement technological innovations or to replace obsolete technologies. If we fail to identify, develop and introduce new products, solutions, service categories, features, enhancements and technologies on a timely and cost-effective basis, demand for our services may decrease and we may not be able to compete effectively or attract customers, which may materially and adversely affect our business and results of operations.

Our revenue is particularly sensitive to changes in local and global economic conditions.

Demand for our aesthetic medical services and the resulting spending by our customers are particularly sensitive to changes in general economic conditions and our customers’ disposable incomes. We cannot assure you that the local economy in the places where we operate can sustain stable growth in consumer spending. In addition, international political events, international trade disputes, and other business interruptions, including recent shifts in U.S. trade policies imposing increased tariffs on goods imported from China and other regions, could harm or disrupt international commerce and the global economy, and they could have a material adverse effect on us and our customers and suppliers. Political uncertainty surrounding international trade disputes and the potential of their escalation to a trade war and global recession could have a negative effect on customer confidence and consumer decisions, which could dampen the aesthetic medicine industries. During periods of economic downturn, people may reduce their spending on aesthetic medical services, which may materially and adversely affect our ability to generate revenue from these services, and our financial condition and results of operations. The current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our customers, and we cannot provide any assurances as of the date of this prospectus as to whether such actions will occur or the form that they may take.

If we are unable to manage our growth effectively, we may not be able to capitalize on new business opportunities and our business and financial results may be materially and adversely affected.

We have significantly expanded our business in the past few years. In addition to our headquarters, Bella Clinic, we opened two new clinics in the past five years: Bella Clinic Iconic in 2023 and Bella Clinic Inspire in 2024. Our organization may become larger and more complex with the addition of clinics in the future. Our expansion may require a significant amount of time from our management and substantial operational, financial and other resources. To manage our growth and expansion, and to attain and maintain profitability, we will continue to place significant demands on our management and on our administrative, operational and financial personnel and infrastructure. Our success also depends on our ability to recruit, train and retain additional qualified management personnel and professionals as well as other administrative, sales and marketing personnel. To accommodate our growth, we need to continue managing our relationships with our suppliers and customers. All of these endeavors will require substantial management attention and effort and significant additional expenditures. We cannot assure you that we will be able to manage any future growth effectively and efficiently, and any failure to do so may materially and adversely affect our ability to capitalize on new business opportunities, which in turn may have a material adverse effect on our business and financial results.

Newly opened and acquired clinics may not achieve operating results as anticipated, which could materially and adversely affect our results of operations.

It typically takes newly opened and acquired clinics a period of time to achieve a utilization rate comparable to our existing clinics, due to factors such as time needed to build customer awareness in the local community and to integrate new clinics’ operations into our existing infrastructure. Additionally, a portion of the sales at a newly opened clinic may be attributed to existing customers shifting from an existing location at which they receive services to the new clinic rather than representing an increase in overall sales. We have experienced this customer migration pattern in our recent expansion. Following the opening of our Johor clinic in June 2024, customers from Johor who previously visited our Kuala Lumpur clinic began frequenting the Johor clinic instead. As a result, for the fiscal year ended March 31, 2025, sales at the Kuala Lumpur clinic decreased by RM962,751, while sales at the Johor clinic increased by RM891,297, as compared to the fiscal year ended March 31, 2024, representing a net decrease in overall revenue despite the new clinic opening. This customer migration between our clinic locations can result in revenue cannibalization that reduces the net financial benefit of our expansion investments and may lead to lower-than-expected returns on our capital investments in new clinics. The opening and acquisition of new clinics involve regulatory approvals and reviews by various authorities in Malaysia, including health authorities. We may not be able to obtain all the required approvals, permits or licenses for opening and acquisitions of clinics in a timely manner or at all. We may not be able to fully utilize the newly opened and acquired clinics as anticipated due to our inability or material delay in obtaining the required approvals, permits or licenses and any substantial increase in costs to ramp up operations and utilization. In addition, the operating results generated at the newly opened and acquired clinics may not be comparable to the operating results generated at any of our existing clinics. The clinics may even operate at a loss, which could materially and adversely affect our results of operations. As a consequence, our results of operations may fluctuate from year to year. For details of our expansion plans, see “Business — Growth Strategies.” Therefore, period-to-period comparisons of our operating results may not be meaningful, and you should not rely on them to predict our future performance or the price of our Class A Ordinary Shares.

If we fail to obtain sufficient funding for our growth strategies, our business and growth prospects may be adversely affected.

We believe that our current cash and cash equivalents, anticipated cash flow from operations, available credit facilities, and the net proceeds from this offering will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months from the date of this prospectus. We may, however, require additional cash resources to finance our continued growth or other future developments, including any marketing initiatives or investments we may decide to pursue. The amount and timing of such additional financing needs will vary depending on the timing of any of our new clinic openings, investments any acquired clinics, and the amount of cash flow from our operations. If our resources are insufficient to satisfy our cash requirements, we may seek additional financing. To the extent that we raise additional financing by selling additional equity, our shareholders may experience dilution. To the extent we engage in debt financing, the incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that may, among other things, restrict our operations or our ability to pay dividends. Servicing such debt obligations could also be burdensome to our operations. If we fail to service the debt obligations or are unable to comply with such debt covenants, we could be in default under the relevant debt obligations and our liquidity and financial conditions may be materially and adversely affected.

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, some of which are beyond our control, including general economic and capital market conditions, credit availability from banks or other lenders, the consents of our prior creditors, receipt of necessary government approvals, investors’ confidence in us, the performance of the aesthetic medicine industry in general, and our operating and financial performance in particular. We cannot assure you that future financing will be available in amounts or on terms acceptable to us, if at all. In the event that financing is not available or is not available on terms acceptable to us, our business, results of operations and growth prospects may be adversely affected.

Our historical financial and operating results may not be indicative of future performance, and we may not be able to achieve and sustain the historical level of revenue and profitability.

Our historical results may not be indicative of future performance. Our financial and operating results may not meet the expectations of public market analysts or investors, which could cause the future price of the Class A Ordinary Shares to decline. Our revenue, cost, expenses and operating results may vary from period to period in response to a variety of factors beyond our control, including general economic conditions, new trends in the aesthetic medical market and our ability to control costs and operating expenses. Our operations largely depend on our ability to retain current customers and attract new ones, encourage more spending by our customers, continue adopting innovative technologies and introducing new services in response to customer demand, increase brand awareness through marketing and promotional activities and take advantage of any growth in the relevant markets. We cannot assure you that we will achieve any of them in the future. We believe that period-to-period comparisons of our operating results during the past two years may not be indicative of our future performance, and you should not rely on them to predict the future performance of our operating results or Class A Ordinary Shares.

We could be exposed to risks related to our management of customers’ medical data.

Our clinics collect and maintain medical data and treatment records of our customers. We have taken measures to maintain the confidentiality of our customers’ medical records, including encrypting such information in our information technology system so that it cannot be viewed without proper authorization and setting internal rules requiring our employees to maintain the confidentiality of our customers’ medical records. However, these measures may not always be effective in protecting our customers’ medical records. Our information technology systems could be breached through hacking. Personal information could be leaked due to any theft or misuse of personal information due to misconduct or negligence. In addition, although we do not make the customers’ medical records available to the public, we use such data on an aggregated basis after redacting personally identifiable information for marketing purposes. Although we believe our current usage of customers’ medical records is in compliance with applicable laws and regulations governing the use of such information, any change in such laws and regulations could affect our ability to use medical data and subject us to liability for the use of such data. Failure to protect customers’ medical records, or any restriction on or liability as a result of our use of medical data, could have a material adverse effect on our business.

A technological failure, security breach or other disruptions of our computer network infrastructure and centralized information technology systems may interrupt our business.

Our computer network infrastructure and information technology systems are critical for our operation, such as billing, financial and budgeting data, customer records and inventory. We regularly maintain, upgrade and enhance the capabilities of our information technology systems to meet operational needs. Any failure associated with our information technology systems, including failure caused by power disruption or loss, natural disasters, computer viruses or hackers, network failures or other unauthorized tampering, may cause interruptions in our ability to provide services to our customers, keep accurate records, and maintain proper business operations, which may adversely affect our business, financial condition and results of operations.

In addition, a variety of our software systems are hosted by third-party service providers whose security and information technology systems are subject to similar risks. The failure of our or our service providers’ information technology could disrupt our entire operation or result in decreased sales, increased overhead costs and product shortages, any of which could have a material adverse effect on our reputation, business, financial condition and results of operations.

The significant amount of advertising and marketing expenses spent on enhancing our brand awareness may not be effective and may adversely affect our results of operations.

Our sales and marketing strategies are key to enhancing our brand awareness. In connection with our growth strategies, we normally increase advertising of our brand through various marketing strategies, such as social media engagement and participation in exhibitions and campaigns to promote our brand. These marketing efforts require significant expenses before newly opened clinics reach expected profit levels, thereby affecting our overall profitability. For the fiscal years ended March 31, 2025 and 2024, our advertisement, marketing, and promotional expenses were RM595,489 ($134,361) and RM157,521 ($35,542), respectively. We expect the trend of increased advertising and marketing spending to continue as we spend on an increasingly diverse array of online and offline marketing events and promotions. If we do not adequately spend on such platforms, or effectively select or utilize the right platforms,

we may not generate the desired result from our advertising spending. Moreover, it may take months or several years to implement our sales and marketing strategies and such time requirements may be hard to predict. As a result, we cannot guarantee that our marketing spending or the marketing strategies we have adopted or plan to adopt will have their anticipated effect or will generate sustainable revenue and profit.

Our business depends, in part, on the quality, effectiveness and safety of our products.

We sell skincare products as part of our business. Any loss of confidence on the part of consumers in the ingredients used in our products, whether related to product contamination, product safety or quality failures, actual or perceived, or inclusion of prohibited or restricted ingredients or an improper mixture of ingredients, could tarnish the image of our brand and could cause consumers to choose other products. Allegations of contamination or other adverse effects on product safety or suitability for use by a particular consumer, even if untrue, may require us to expend significant time and resources responding to such allegations and could, from time to time, result in the suspension of sales or a recall of a product from any or all of the markets in which the affected product was distributed. Any such issues or recalls could negatively affect our profitability and brand image.

If our products are found to be, or be perceived to be, defective or unsafe, or if they otherwise fail to meet our consumers’ expectations, our relationships with consumers could suffer, the appeal of our brand could be diminished, we may need to recall some of our products and/or become subject to regulatory action, and we could lose sales or market share or become subject to boycotts or liability claims. In addition, safety or other defects in our competitors’ products could reduce consumer demand for our products if consumers view them to be similar. Any of these outcomes could result in a material adverse effect on our business, financial condition and results of operations.

We rely on third parties to manufacture products. Any failure by or loss of a third-party manufacturer could result in delays and increased costs.

We do not have manufacturing facilities and are dependent on third-party manufacturers to produce our skincare products. However, there is no assurance that the third-party manufacturers will be able to meet our manufacturing requirements. For third-party manufacturers with whom we have made purchase orders, there is no assurance that we will be able to continue placing such purchase orders with them at reasonable rates, or at all, for the products we wish to source, or that such third-party manufacturers will not default on our orders. For third-party manufacturers with whom we have entered into agreements, there is no assurance that we would be able to renew the agreements or to negotiate new agreements with the third-party manufacturers at reasonable rates or on a timely basis. Other risks include reliance on third-party manufacturers for regulatory compliance, quality assurance, limited ability to manage inventory, and possible breach of the manufacturing agreements or default on purchase orders by third-party manufacturers. If any of our third-party manufacturers suffers damage to facilities, loses benefits under material agreements, experiences power outages, encounters financial difficulties, is unable to secure necessary raw materials or suffers any other reduction in efficiency, we may experience significant business disruption. In the event of any such disruption, we would need to seek and source other qualified third-party manufacturers, which is likely to result in further delays and increased costs.

Our Group may experience significant liability claims or complaints from customers, litigation, and regulatory investigations and proceedings relating to the safety of treatments and skincare products, or adverse publicity involving our services and products, which could adversely affect our financial condition and results of operations.

We face an inherent risk of liability claims or complaints from our customers. As of the date of this prospectus, we have not received any customer complaints as to the services offered by our clinics or our skincare products. However, we cannot assure you that we can successfully prevent or address all complaints as and when they occur.

Any complaints or claims against us, even if meritless and unsuccessful, may divert management’s attention and other resources from our business and adversely affect our business and operations. Customers may lose confidence in us and our brand, which may adversely affect our business and results of operations. Furthermore, negative publicity, including but not limited to, negative online reviews on social media and crowd-sourced review platforms, industry findings, or media reports related to aesthetic medical service quality and safety, public health concerns, illness, injuries, whether or not accurate, and whether or not concerning our services and products, can adversely affect our business, results of operations and reputation.

Despite not having our own manufacturing facilities or engaging in manufacturing activities, we still face potential legal liability due to the nature of our business. For example, customers may assert legal claims against us in connection with personal injuries or illnesses related to the use of treatment materials or devices by our clinics, as a result of which we may be held liable for compensation and penalties associated with consumer protection laws. In addition, we may also be held responsible for other kinds of losses caused by our suppliers or other business partners who fail to comply with applicable product quality rules and safety regulations. Although we may have recourse to the responsible parties for indemnity, our reputation could still be adversely affected. For more details, see “REGULATIONS — Regulations Related to the Supervision over Pharmaceuticals and Medical Services in Medical Institutions in Malaysia.”

Any such claims and lawsuits could also divert management’s time and attention away from our business, regardless of the merits of the claims asserted. In some instances, we may be required or elect to pay substantial damages if we are unsuccessful in our efforts to defend against these claims, which could harm our financial condition and results of operations. In addition, our directors, management and employees may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and expense in relation to medical device quality and safety, commercial, labor, employment, securities or other matters, which could also adversely affect our reputation and results of operations.

As of the date of this prospectus, we are not aware of any warning, investigation, prosecution, dispute, claim or other proceeding in respect of services offered by our clinics or our skincare products, nor have we been punished or can foresee any punishment to be made by any governmental authorities in any domestic or overseas jurisdiction.

Harmful effects or side effects caused by materials used in our aesthetic medical services or skincare products could adversely affect our reputation, the image of our brands, our ability to market and sell our offerings, and our overall financial performance.

Some of the raw materials used in our aesthetic medical services or skincare products may be found to contain harmful substances or undisclosed contaminants due to adulteration or non-compliance by suppliers. Such materials may not be suitable for use in aesthetic procedures or skincare products and may cause undesirable side effects, including allergic reactions, skin irritation, or other health-related complications. We cannot assure you that our suppliers will not, whether intentionally or inadvertently, provide contaminated or substandard raw materials. The quality and safety of our products and treatments could also be compromised if raw materials are spoiled, tampered with, or otherwise mishandled at any stage of production, storage, or transportation.

We cannot guarantee that all defective or potentially harmful materials will be timely identified. Failure to detect and address such defects may result in adverse side effects for clients, triggering product recalls, treatment suspension, liability claims, regulatory investigations, negative media coverage, and penalties from relevant health authorities. Any of these outcomes could significantly impact our reputation, brand perception, business operations, financial results, and future prospects.

Moreover, past safety concerns and scandals in the aesthetic medicine and skincare industries may influence consumer trust and reduce demand for our products and services, further affecting our performance.

Risks Relating to this Offering and the Trading Market

After the completion of this offering, share ownership will remain concentrated in the hands of our largest shareholders, who will continue to be able to exercise a direct or indirect controlling influence on us.

For as long as Yen Tsing Then and Poh Mei Lai collectively retain beneficial ownership of more than 50% of the aggregate voting power of our issued and outstanding Ordinary Shares, we will be deemed to be a “controlled company” within the meaning of the Nasdaq listing rules. Following the completion of this offering and pursuant to the PAC Agreement, Yen Tsing Then and Poh Mei Lai will together beneficially own approximately 89.17% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming no exercise of the underwriters’ Over-Allotment Option, or approximately 88.80%, assuming full exercise of the underwriters’ Over-Allotment Option. As a result, Yen Tsing Then and Poh Mei Lai, acting together, will have significant influence over all matters that require approval by our shareholders, including the appointment and removal of directors and approval of certain significant corporate transactions. Corporate action might be taken even if other shareholders, including those who purchase Class A Ordinary Shares in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our Company that other shareholders may view as beneficial.

Since we are a “controlled company” within the meaning of the Nasdaq listing rules, we may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Following this offering, our largest shareholders, Yen Tsing Then and Poh Mei Lai, will continue to own more than 50% of the voting power of our outstanding Ordinary Shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed to be a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares.

We cannot predict whether our dual class share structure with different voting rights will result in a lower or more volatile market price of the Class A Ordinary Shares, in adverse publicity, or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. Because of our dual class structure, we will likely be excluded from these indices and other stock indices that take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make the Class A Ordinary Shares less attractive to investors. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structure and our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance, in which case the market price and liquidity of the Class A Ordinary Shares could be adversely affected.

Our dual class share structure with different voting rights may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares may view as beneficial.

We have adopted a dual class share structure such that our authorized ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to twenty (20) votes. Each of our Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Our Class A Ordinary Shares are not convertible into our Class B Ordinary Shares under any circumstances. Only our Class A Ordinary Shares are tradable on the market immediately after our listing on Nasdaq. This voting structure may discourage investors from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Future issuances of Class B shares may dilute the voting power and economic interests of holders of our Class A shares and could concentrate control with a limited number of shareholders.

We issued 2,500,000 Class B shares to one shareholder of the Company on July 20, 2025. We may issue additional Class B Ordinary Shares in the future, subject to applicable corporate approvals and our constitutional documents. Any future issuance of Class B Ordinary Shares would have a dilutive effect on the existing holders of our Class A Ordinary Shares. Each Class B Ordinary Share carries twenty votes compared to one vote per Class A Ordinary Share, which means that future issuances of Class B Ordinary Shares would concentrate additional voting control with the recipients of such Class B Ordinary Shares and correspondingly reduce the voting power percentage of existing holders of Class A Ordinary Shares. While Class A Ordinary Shares and Class B Ordinary Shares have identical economic rights, any issuance of additional Class B Ordinary Shares would reduce the percentage of economic ownership of existing shareholders on a per-share basis. Future Class B Ordinary Share issuances could further concentrate control of the Company with a limited number of shareholders, potentially limiting the ability of the holders of Class A Ordinary

Shares to influence corporate governance matters. Additional Class B Ordinary Share issuances may also negatively impact the trading price and liquidity of our Class A Ordinary Shares due to the increased voting control disparity between the two classes of shares.

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this offering, there has not been a public market for our Class A Ordinary Shares. We have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriters, and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

The price of our Class A Ordinary Shares could be subject to immediate and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those companies with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to immediate and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence the price of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering, upon completion of the offering you will incur immediate dilution of $3.66 per share, assuming an initial public offering price of $4.00, which is the lower end of the estimated range of the initial public offering price set forth on the cover page of this prospectus, and assuming no exercise of the Over-Allotment Option. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing the audit of our consolidated financial statements for the fiscal years ended March 31, 2025 and 2024, our management has identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weaknesses identified included (i) a lack of sufficient skilled staff with International Financial Reporting Standards (“IFRS”) knowledge and SEC reporting knowledge for the purpose of financial reporting as well as a lack of formal accounting policies and procedures manual to ensure proper financial reporting in accordance with IFRS and SEC reporting requirements; and (ii) a lack of formal policies and procedures to establish risk assessment process and internal control framework.

Following the identification of the material weaknesses and control deficiencies, we have taken the following remedial measures: (i) engaging a firm providing internal audit function as well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (ii) adopting directors’ resolutions to appoint independent directors, establish an audit committee, and strengthen corporate governance.

We plan to take additional remedial measures, including (i) hiring more qualified accounting personnel with relevant IFRS and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and (ii) implementing regular and continuous IFRS accounting and financial reporting training programs for our accounting and financial reporting personnel.

However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report following the completion of our initial public offering. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. We will incur additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting.

After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 17,187,500 Class A Ordinary Shares are outstanding before the consummation of this offering and 19,062,500 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering, if the underwriters do not exercise their Over-Allotment Option, and 19,343,750 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering, if the underwriters exercise their Over-Allotment Option in full. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

Techniques employed by short sellers may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s best interests for the price of the stock to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a stock short. These short attacks have, in the past, led to selling of shares in the market.

Public companies have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could be compelled to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming, and could distract our management from

growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholders’ equity, and any investment in our shares could be greatly reduced or rendered worthless.

We do not intend to pay dividends for the foreseeable future.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and subject to limitations under applicable law. Therefore, you are not likely to receive any dividends on your Class A Ordinary Shares for the foreseeable future, and the success of an investment in our Class A Ordinary Shares will depend upon any future appreciation in their value. Moreover, any ability to pay may be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. Consequently, investors may need to sell all or part of their holdings of our Class A Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that our Class A Ordinary Shares will appreciate in value or even maintain the price at which our shareholders have purchased our Class A Ordinary Shares. See “Dividend Policy.”

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

•        announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use approximately 30% of the net proceeds from this offering for establishing new aesthetic medical clinics, approximately 30% of the net proceeds for marketing expenses, approximately 20% of the net proceeds for the purchase of new medical machines and equipment, and the remaining approximate 20% of the net proceeds for working capital needs. See “Use of Proceeds.” Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Because we are a foreign private issuer and are exempt from certain corporate governance standards established by the national securities exchanges that are applicable to U.S. issuers, you have less protection than you would have if we were a domestic issuer.

The Nasdaq rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the BVI, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, the Nasdaq rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of the Nasdaq rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under the Nasdaq rules with respect to certain corporate governance standards which may afford less protection to investors.

If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq. Following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our Class A Ordinary Shares are a “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Shares;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Anti-takeover provisions in our articles of association may discourage, delay, or prevent a change in control.

Some provisions of our articles of association may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable, including, among other things, the following:

•        provisions that authorize our board of directors to issue authorized but unissued shares on such terms as our directors may by resolutions of directors determine without any further vote or action by our shareholders; and

•        provisions that restrict the ability of our shareholders to call shareholder meetings.

Additionally, under the laws of the BVI, our directors may only exercise the rights and powers granted to them under our articles of association for what they believe in good faith to be in the best interests of our Company and for a proper purpose.

Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.

Pursuant to the articles of association, our Board may, in its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien; or in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred exceeds four. Class A Ordinary Shares listed on the Nasdaq Capital Market may, at our directors’ discretion, may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares listed on Nasdaq (including, but not limited to, the applicable Nasdaq listing rules). The transfer of a share is only effective once the name of the transferee is entered in the register of members (shareholders).

If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

British Virgin Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least seven days is required for the convening of any general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder, present in person or by proxy, holding not less than 50% of the votes of the shares entitled to vote at such meeting. Unless our directors decide otherwise by a resolution of directors, a shareholder may not attend or vote (in person or by proxy) at any meeting of shareholders (or class of shareholders), or sign or consent to any written resolution of shareholders (or class of shareholders), in respect of any share held by the shareholder unless all calls and other sums currently payable by the shareholder to the Company in respect of the share have been paid in full.

Recently introduced economic substance legislation of the BVI may adversely impact us or our operations.

The British Virgin Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union (the “EU”) as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (as amended, the “Substance Law”) came into force in the British Virgin Islands introducing certain economic substance requirements for British Virgin Islands “relevant entities” which are engaged in certain banking, insurance, fund management, financing and leasing, headquarters, shipping, holding company, intellectual property or distribution and service center business (being “relevant activities”) and are in receipt of gross income arising from relevant activities in any relevant financial period. In the case of business companies incorporated before January 1, 2019, the economic substance requirements apply for financial years commencing June 30, 2019.

The economic substance requirements that are imposed include that in-scope companies be directed and managed in the British Virgin Islands, have core income generating activities in the British Virgin Islands, and have an adequate level of employees, expenditures, and premises in the British Virgin Islands. Business companies that carry on holding company business (which means it only holds equity participations in other entities and only earns dividends and capital gains) will be subject to reduced substance requirements.

Based on the Substance Law and announced guidance currently issued, we are currently subject to limited substance requirements applicable to a pure equity holding company. At present, we are only required to confirm we comply with the BVI Act and that we have adequate premises and employees in the British Virgin Islands for passively holding or actively managing the equity participation, but to the extent we are required to increase our substance in the British Virgin Islands due to any regulatory change, it could result in additional costs. Although it is presently anticipated that the Substance Law (including the ongoing EU review of the British Virgin Islands’ implementation of such law), will have minimal material impact on us or our operations, as the legislation and guidance are new and remain subject to further clarification, adjustment, interpretation, and the EU review, it is not currently possible to ascertain the precise impact of these developments on us, for example, whether we could also be treated as carrying out “headquarter business” in the British Virgin Islands (despite our headquarters physically being in Malaysia). It is therefore possible that we may be subject to additional requirements under the Substance Law in the future. Should that occur, it is our intention to seek appropriate advice and take appropriate steps to ensure that we (to the extent we fall within the scope of the Substance Law) are fully compliant.

If we are classified as a passive foreign investment company (“PFIC”), United States taxpayers who own our Class A Ordinary Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

•        At least 75% of our gross income for the year is passive income; or

•        The average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Class A Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our 2025 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed to be a PFIC, which could have adverse US federal income tax consequences for US taxpayers who are shareholders. We will make this determination following the end of any particular tax year.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Material Income Tax Considerations — United States Federal Income Taxation — Passive Foreign Investment Company Consequences.”

Our pre-IPO shareholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Class A Ordinary Shares.

17,187,500 Class A Ordinary Shares are issued and outstanding as of the date of this prospectus. Our pre-IPO shareholders may be able to sell their Class A Ordinary Shares under Rule 144 after the completion of this offering. See “Shares Eligible for Future Sale” below. Additionally, we and our directors, executive officers, and holders of 5% or more of our Class A Ordinary Shares will enter into lock-up agreements for a period of six months after the closing of the offering, which restrict the sale or disposition of our Class A Ordinary Shares during this period. In addition, two of our pre-IPO shareholders, Then Yen Tsing and Leow Chi Jung, are subject to lock-up agreements, as described under “Shares Eligible for Future Sale — Lock-Up Agreements.”

Because these shareholders have paid a lower price per Class A Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price, which could impact the trading price of our Class A Ordinary Shares following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering. However, upon expiration of the lock-up agreements, a substantial number of our Class A Ordinary Shares will become eligible for sale in the public market, which could create significant downward pressure on the trading price of our Class A Ordinary Shares and may impact our ability to raise additional capital through equity offerings.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

•        assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

•        our ability to execute our growth, and expansion, including our ability to meet our goals;

•        current and future economic and political conditions;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to attract customers and further enhance our brand recognition;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        trends and competition in our industry; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains data related to the aesthetic medicine industry provided or prepared by Protégé Associates Sdn Bhd commissioned by us for such purpose. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The aesthetic medicine industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the rapidly changing nature of the aesthetic medicine industry subjects any projections or estimates relating to the growth prospects or future condition of our industry to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated under the laws of the British Virgin Islands because there are certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions, and the availability of professional and support services. The British Virgin Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States.

Substantially all of our assets are located in Malaysia. In addition, all of our directors and officers are nationals or residents of Malaysia, as set forth below, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Our counsel with respect to the laws of the British Virgin Islands and our counsel with respect to Malaysia law have advised us that there is uncertainty as to whether the courts of the BVI or Malaysia would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the BVI or Malaysia against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have been advised by Ogier, our counsel as to the laws of the BVI that the BVI does not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the BVI. We have also been advised that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the BVI under the common law doctrine of obligation.

Teh & Lee, our Malaysian legal counsel, has further advised us that there are currently no statutes, treaties, or other forms of reciprocity between the United States and Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot be directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign judgment, the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal Enforcement of Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As the United States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia, a judgment obtained in the United States may still be enforced pursuant to common law principles by commencing fresh proceedings in a Malaysian court. The requirements for a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice; and (vi) the judgment must be final and conclusive.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $4.00 per Class A Ordinary Share, which is the lower end of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us, of approximately $6,070,000 if the underwriters do not exercise their Over-Allotment Option, and $7,105,000 if the underwriters exercise their Over-Allotment Option in full.

We plan to use the net proceeds we receive from this offering for the following purposes:

•        approximately 30% for establishing new aesthetic medical clinics;

•        approximately 30% for marketing expenses;

•        approximately 20% for purchasing new medical machines and equipment; and

•        approximately 20% for working capital and other general corporate purposes, including the recruitment of additional staff.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per Class A Ordinary Share would increase (decrease) the net proceeds to us from this offering by approximately $1,725,000, or approximately $3,018,750 if the underwriters exercise their Over-Allotment Option in full.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

During the fiscal years ended March 31, 2025 and 2024, and from April 1, 2025 to July 20, 2025, I Bella paid dividends of RM2,849,999 ($643,050), RM4,021,591 ($907,399), and RM1,500,000 ($338,448), respectively, to its original shareholders prior to the completion of the Reorganization. Any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurance that any dividends may be declared and paid in the future.

Subject to the BVI Act and our memorandum and articles of association, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think appropriate if they are satisfied, on reasonable grounds, that immediately following the dividend payment the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due (the “Solvency Test”). There is no further British Virgin Islands statutory restriction on the amount of funds which may be distributed by us by dividends.

If, after a dividend is authorized (but before it is paid), our board of directors cease to be satisfied (on reasonable grounds) that the Company will be able to satisfy the Solvency Test after the dividend is paid, then such dividend is deemed not to have been authorized. The directors must notify each shareholder of any dividend authorized by them and no interest accrues on any dividend. If a shareholder fails to claim any dividend for three years after the date on which it was authorized by the directors, the directors may decide by a resolution of directors that the dividend is forfeited for the benefit of the Company.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Malaysia subsidiary, I Bella. Under the Malaysian Companies Act 2016, dividends must be paid out of profit and no dividend shall be paid out if the payment will cause the company to be insolvent. The company, each officer and any other person or individual who contravene this provision commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding RM3,000,000.00 or to both. For the purpose of determining whether a Malaysian company satisfies the solvency test, a company is regarded as solvent if it is able to pay its debts as and when the debts become due within 12 months immediately after the distribution is made.

Additionally, in the event that I Bella incurs debt on its own behalf in the future, the instruments governing the debt may restrict such entity’s ability to pay dividends or make other distributions to us.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Malaysia is under a single-tier tax system. Dividends are generally exempt from income tax in the hands of shareholders, except where a 2% tax applies to individuals on annual Malaysian-sourced dividend income exceeding RM100,000.00. Our Malaysia subsidiary, I Bella, is not required to deduct tax from dividends paid to its shareholder, I Bella Perfect Holdings, and no tax credits will be available for offsetting against the recipient’s tax liability. Further, Malaysia does not impose any withholding tax (i.e., 0%) on dividends paid by Malaysian companies to non-residents. Hence, I Bella is not required to withhold any sum from its dividends for tax withholding purposes. See “Material Income Tax Considerations — Malaysian Enterprise Taxation.”

EXCHANGE RATE INFORMATION

Our business is conducted by our subsidiary, I Bella in Malaysia using RM as functional currency and we maintain our books and records in RM. Capital accounts of our financial statements are translated into U.S. dollars from RM at their historical exchange rates when the capital transactions occurred using the noon middle rate published in Exchange Rate of Bank Negara Malaysia.

Translations of balance in the statement of financial position, statement of profit or loss and other comprehensive income, statement of changes in shareholders’ equity and statement of cash flows from RM into USD as of March 31, 2025 are solely for the convenience of the readers and are calculated at the evening middle rate of USD1.00 = RM4.432 as of March 31, 2025, as published by the Central Bank of Malaysia on its Exchange Rates’ website https://www.bnm.gov.my/exchange-rates. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2025:

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of the Class A Ordinary Shares by us in this offering at the assumed initial public offering price of $4.00 per share, which is the lower end of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us.

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(1)      Additional paid-in capital reflects the sale of Class A Ordinary Shares in this offering at an assumed initial public offering price of $4.00 per share, and after deducting the estimated underwriting discounts, the non-accountable expense allowance and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. We estimate that such net proceeds will be approximately $6,070,000 ($7,500,000 gross offering proceeds, less underwriting discounts and non-accountable expense allowance of $600,000, and offering expenses of approximately $830,000) if the underwriters’ Over-Allotment Option is not exercised, or $7,105,000 ($8,625,000 gross offering proceeds, less underwriting discounts and non-accountable expense allowance of $690,000, and offering expenses of approximately $830,000) if the underwriters’ Over-Allotment Option is exercised in full.

If the underwriters’ Over-Allotment Option is not exercised, a $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share would increase (decrease) each of additional paid-in capital, total shareholders’ equity, and total capitalization by approximately $7,795,000, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, the non-accountable expense allowance and estimated expenses payable by us.

If the underwriters’ Over-Allotment Option is exercised in full, a $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share would increase (decrease) each of additional paid-in capital, total shareholders’ equity, and total capitalization by approximately $9,088,750, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, the non-accountable expense allowance and estimated expenses payable by us.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the offering price per share of our Class A Ordinary Shares in this offering and the net tangible book value per share of the Class A Ordinary Shares upon completion of this offering. Dilution results from the fact that the offering price per share is substantially in excess of the net tangible book value per share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Shares is entitled to one vote per Class A Ordinary Share and each Class B Ordinary Share is entitled to 20 votes per Class B Ordinary Share. Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. Class A Ordinary Shares are not convertible into shares of any other class. As of the date of this prospectus, 2,500,000 Class B ordinary shares are issued and outstanding. Our net tangible book value as of March 31, 2025 was $1,229,789, or $0.06 per share of Class A Ordinary Shares and Class B Ordinary Shares. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for this offering) from the offering price (the lower end of the estimated range of the offering price shown on the front cover of this prospectus) and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. Because Class A Ordinary Shares and Class B Ordinary Shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares.

After giving effect to our sale of 1,875,000 Class A Ordinary Shares offered in this offering based on an assumed initial public offering price of $4.00 per Ordinary Share, which is the lower end of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2025, would have been $7,299,789, or $0.34 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.28 per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $3.66 per Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

The following tables summarize, on a pro forma as adjusted basis as of March 31, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at the pricing.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

I Bella was established on July 4, 2013, as a private company limited by shares organized under the laws of Malaysia. I Bella holds 100% of the equity interests in the following entities: (i) IBSA, which was established in Malaysia on April 28, 2021, as a wholly owned subsidiary of I Bella; and (ii) IBI, which was established in Malaysia on September 18, 2023, as a wholly owned subsidiary of I Bella.

In contemplation of this offering, we completed a reorganization of our corporate structure (the “Reorganization”) in the following steps:

•        on May 8, 2025, we incorporated I Bella Perfect as a BVI business company limited by shares, incorporated and registered under the laws of the BVI;

•        on May 8, 2025, we incorporated I Bella Perfect Holdings as a BVI business company limited by shares, incorporated and registered under the laws of the BVI;

•        on June 19, 2025, I Bella Perfect Holdings acquired 100% of the equity interests in I Bella from its original shareholders(1). Consequently, I Bella Perfect Holdings, through a restructuring which is accounted for as a reorganization of entities under common control, became the holding company of I Bella;

•        on July 20, 2025, I Bella Perfect Holdings issued 2,500,000 Class B Ordinary Shares to Arrow Peak Sdn. Bhd.; and

•        on July 20, 2025, I Bella Perfect acquired 100% of the equity interests in I Bella Perfect Holdings from its existing shareholders through a share swap agreement by way of allocating 17,187,500 Class A Ordinary Shares to the existing shareholders based on their respective proportional shareholdings in I Bella Perfect Holdings. Consequently, I Bella Perfect, through a restructuring which is accounted for as a reorganization of entities under common control, became the ultimate holding company of all other entities mentioned above.

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(1)      The original shareholders of I Bella were (1) Ms. Yen Tsing Then, (2) Arrow Peak Sdn Bhd, and (3) Grandhill Partners Ltd.

Our Corporate Structure

The following chart illustrates our corporate structure upon completion of this offering, based on (1) a total of 17,187,500 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares issued and outstanding immediately prior to the completion of this offering, and (2) 1,875,000 Class A Ordinary Shares to be sold in this offering, assuming no exercise of the underwriters’ Over-Allotment Option. All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholders, given that each holder of Class B Ordinary Shares will be entitled to 20 votes per one Class B Ordinary Share and each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share. The list of shareholders and the specific shareholding structure may change prior to the completion of this offering.

For more information on our corporate history, please refer to “Corporate History and Structure.”

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(1)      Represents 1,595,745 Class A Ordinary Shares directly held by Yen Tsing Then, our CEO, director, and Chairperson of the Board.

(2)      Represents 2,414,984 Class A Ordinary Shares held by MVdeal Inc. MVdeal Inc is a company incorporated in BVI on May 8, 2025 and having its registered address at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Yen Tsing Then.

(3)      Represents 5,869,531 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares held through Arrow Peak Sdn Bhd, a company incorporated in Malaysia on October 14, 2022 and controlled by Poh Mei Lai, with its registered address at 27-2, Jalan 109E, Jalan Desa Off Jalan Klang Lama, Taman Desa, 58100 Kuala Lumpur, Wilayah Persekutuan. As of the date of this prospectus, Wei Keong Ho, the spouse of Poh Mei Lai, holds 850,000 Class A Ordinary Shares through Silkstream Inc and Poh Mei Lai holds 850,000 Class A Ordinary Shares through Nicerin Ltd. For purposes of Sections 13(d) and 13(g) of the Securities Act, Poh Mei Lai may be deemed to beneficially own an aggregate of 7,569,531 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares.

(4)      Represents an aggregate of 5,607,240 Class A Ordinary Shares held by eight minority shareholders, each one of which holds less than 5% of our Class A Ordinary Shares as of the date of this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

I Bella is a private limited company incorporated in Malaysia on July 4, 2013. I Bella is principally involved in the provision of aesthetic medical services, including facial and skin treatments, as well as body and face contouring. I Bella also sell skincare products as part of our business. The current principal market of I Bella’s services is Malaysia.

Through I Bella and its subsidiaries, IBI and IBSA, I Bella Group operates three aesthetic medical clinics located in the central and southern regions of Malaysia, namely at Kuala Lumpur (Bella Clinic), Selangor (Bella Clinic Iconic), and Johor (Bella Clinic Inspire). Bella Clinic serves as our headquarters, with the later establishment of Bella Clinic Iconic in 2023 and Bella Clinic Inspire in 2024, as I Bella Group grew and expanded its operations.

I Bella Group generates revenue from two sources: (i) aesthetic medical services; and (ii) the sale of skincare products. I Bella Group is an aesthetic medical services provider specializing in non-invasive and minimally invasive procedures. I Bella Group does not offer invasive procedures such as plastic surgery. The aesthetic medical services provided by I Bella Group include facial and skin treatments, facial sculpting, body contouring, hair growth and removal, and the sale of skincare products. All treatments are performed by Letter of Credentialing and Privileging (“LCP”)-certified aesthetic physicians, utilizing non-invasive or minimally invasive procedures tailored to each individual based on a comprehensive analysis of their skin and personal objectives.

I Bella Group’s non-invasive procedures focus on enhancing skin and body care without surgery. These include skincare treatments, slimming, body care, and wellness services. The minimally invasive procedures involve treatments that target deeper layers of the skin or require the use of injections. These include skin tightening, botulinum toxin injections, filler injections, laser treatments, and laser procedures for vaginal tightening.

In preparing the audit of I Bella Group’s consolidated financial statements for the fiscal years ended March 31, 2025 and 2024, our management has identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weaknesses identified included (i) a lack of sufficient skilled staff with International Financial Reporting Standards (“IFRS”) knowledge and SEC reporting knowledge for the purpose of financial reporting as well as a lack of formal accounting policies and procedures manual to ensure proper financial reporting in accordance with IFRS and SEC reporting requirements; and (ii) a lack of formal policies and procedures to establish risk assessment process and internal control framework.

Following the identification of the material weaknesses and control deficiencies, we have taken the following remedial measures: (i) engaging a firm providing internal audit function as well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (ii) adopting directors’ resolutions to appoint independent directors, establish an audit committee, and strengthen corporate governance.

We plan to take additional remedial measures, including (i) hiring more qualified accounting personnel with relevant IFRS and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and (ii) implementing regular and continuous IFRS accounting and financial reporting training programs for our accounting and financial reporting personnel.

Revenue Recognition

I Bella Group’s revenue is generated in Malaysia, and transactions are invoiced in Malaysian Ringgit (“RM”). I Bella Group’s business activities are divided into two segments: aesthetic medical services and the sale of skincare products, with Malaysia being our principal market.

I Bella Group does not rely on a single major customer. Its customers are predominantly individuals who visit its physical clinics or purchase products through its online platforms. The sales contribution from any single customer is negligible, which means that I Bella Group is not dependent on one customer.

Aesthetic Medical Services Packages

I Bella Group sells aesthetic medical service packages to customers for a fixed upfront fee. Each package includes a defined redemption period of 12 months, during which period customers may redeem the services. Revenue is recognized at the point in time when the service is rendered during the contract period. Any upfront fees received before the performance obligation is met are classified as contract liabilities (deferred revenue).

Customers may also opt for one-time treatments to address specific aesthetic concerns. In such cases, revenue is recognized when the service is provided to the customer.

The validity period for the treatments and package redemptions is 12 months from the date of the first payment, except for promotional packages. All treatments, packages, and deposits paid are non-refundable, non-transferable, and non-shareable. Upon the expiration of a prepaid aesthetic medical service package, any unused portion of the package will be forfeited at the end of the validity period and will not be converted into cash. I Bella Group recognizes revenue for the unused portion of the package upon expiry, as there are no longer outstanding performance obligations.

Sale of Skincare Products

Revenue from the sale of skincare products is recognized upon the delivery and acceptance of skincare products by I Bella Group’s customers. Products sold are refundable or exchangeable only if they are unused, in the same condition as received, and returned within seven days from the date of purchase, along with proof of payment (e.g., receipt or invoice). I Bella Group assesses whether consideration should be constrained due to potential product returns or other uncertainties. Based on historical experience, customer returns have been insignificant and are not expected to result in a significant reversal of revenue. Accordingly, no refund liabilities or corresponding assets have been recognized, and revenue is recognized in full at the point of sale.

Critical Accounting Policies, Judgments and Estimates

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with the provisions of the IFRS issued by the International Accounting Standards Board (“IASB”) and applicable rules and regulations of the SEC.

Use of estimates and assumptions

In preparing the financial statements of I Bella Group, management has made judgments and estimates that affect the application of I Bella Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Estimates are based on historical experience and other factors, including expectations about future events that may have a financial impact on I Bella Group and that are believed to be reasonable under the circumstances.

(i)     Judgments

Management is of the opinion that there are no instances of application of judgment expected to have a significant effect on the amounts recognized in the financial statements.

(ii)    Assumptions and estimation uncertainties

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the fiscal year that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are discussed below.

Determination of the lease term

I Bella Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

I Bella Group has several lease contracts that include extension options, and applies its judgment in evaluating whether it is reasonably certain to exercise the option to extend the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise the extension. After the commencement date, I Bella Group reassesses the lease term to assess whether there is a significant event or change in circumstances that is within its control and affects its ability to exercise, or not to exercise, the option to extend.

Estimation of the Incremental Borrowing Rate

I Bella Group cannot readily determine the interest rate implicit in the lease; therefore, it uses its incremental borrowing rate to measure lease liabilities. The incremental borrowing rate is the rate of interest that I Bella Group would have to pay to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment. This incremental borrowing rate therefore reflects what I Bella Group would have to pay, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. I Bella Group estimates the incremental borrowing rate using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates.

Convenience Translation

Translations of balance in the consolidated statements of financial position, consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows from RM into USD as of March 31, 2025 are solely for the convenience of the readers and are calculated at the evening middle rate of USD1.00 = RM4.432 as of March 28, 2025, as published by the Central Bank of Malaysia on its Exchange Rates’ website https://www.bnm.gov.my/exchange-rates. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

Results of Operations

The following table sets forth a summary of I Bella Group’s results of operations for the periods indicated.

Revenue

The following table sets forth our revenue stream for the periods indicated.

Comparison of Fiscal Years Ended March 31, 2025 and 2024

Aesthetic medical services have been I Bella Group’s largest revenue contributor, accounting for 96.9% and 94.6% of its total revenue for the fiscal years ended March 31, 2025 and 2024, respectively. Overall revenue increased by RM3,439,815, or 22.7%, from RM15,155,613 for the fiscal year ended March 31, 2024, to RM18,595,428 (USD4,195,719) for the fiscal year ended March 31, 2025, mainly due to an increase of RM3,684,826 in revenue contribution from aesthetic medical services derived from the newly opened clinic.

Aesthetic Medical Services

The overall increase in revenue was mainly due to the opening of a new clinic, which was driven by increased aesthetic medical services rendered at I Bella Group’s other clinics, as well as continued growth from customer referrals and I Bella Group’s marketing efforts. I Bella Group’s revenue from aesthetic medical services recorded an increase of RM3,684,826, or 25.7% from RM14,329,911 for the fiscal year ended March 31, 2024 to RM18,014,737 (USD4,064,697) for the fiscal year ended March 31, 2025. This growth was primarily driven by the successful opening of a new clinic in Selangor (Central region) in October 2023 and the acquisition of a new clinic in Johor (Southern region) in June 2024. Overall, these two clinics contributed an additional RM5,696,926 in revenue from aesthetic medical services, from RM962,741 for the fiscal year ended March 31, 2024, to RM6,659,667 for the fiscal year ended March 31, 2025.

However, this growth was partially offset by a decline in revenue from an existing clinic at Kuala Lumpur in the Central region. The Kuala Lumpur clinic experienced a decrease of RM2,012,100 due to a shift in customer base. Following the opening of the Johor clinic in June 2024, customers from Johor who previously visited the Kuala Lumpur clinic began frequenting the Johor clinic instead. As a result, sales at the Kuala Lumpur clinic decreased by RM2,012,100, while sales at the Johor clinic increased by RM3,189,535.

The revenue recognized in relation to expired aesthetic medical services packages has decreased from RM399,618 for the fiscal year ended March 31, 2024 to RM282,183 (USD63,669) for the fiscal year ended March 31, 2025, representing a decline of RM117,435 or 29.4%. These amounts accounted for approximately 2.8% and 1.6% of total revenue from service rendered for the respective periods. The lower proportion of expired package revenue during the fiscal year ended March 31, 2025 indicates a greater portion of prepaid service value was fulfilled and rendered to customers.

Sale of skincare products

I Bella Group’s revenue from the sale of skincare products declined by RM245,011, or 29.7%, from RM825,702 for the fiscal year ended March 31, 2024, to RM580,691 (USD131,022) for the fiscal year ended March 31, 2025. This decrease was primarily attributed to a strategic shift in I Bella Group’s marketing focus, where I Bella Group prioritized and allocated more resources toward promoting its aesthetic medical services rather than skincare product sales. This realignment reflects our commitment to strengthening our core aesthetic medical service offerings and aligning with evolving customer preferences.

Revenue by geographic market

The following table sets forth I Bella Group’s revenue by geographic market for the fiscal years indicated.

In terms of revenue by geographical market, the Central Region was I Bella Group’s largest market in both the fiscal years ended March 31, 2025 and 2024, accounting for 100% of I Bella Group’s total revenue for the fiscal year ended March 31, 2024, and 82.0% for the fiscal year ended March 31, 2025. The Southern Region, which recorded no revenue contribution for the fiscal year ended March 31, 2024, contributed 18.0% of I Bella Group’s revenue during the fiscal year ended March 31, 2025, following the opening of the Johor clinic in June 2024.

Revenue from the Central Region slightly increased by RM95,689 or 0.6%, from RM15,155,613 for the fiscal year ended March 31, 2024, to RM15,251,302 (USD3,441,178) for the fiscal year ended March 31, 2025. This was mainly primarily due to I Bella Group’s acquisition of a business in the Southern Region (Johor) in June 2024. As a result, part of the revenue previously generated in the Central Region shifted to the Southern Region, which contributed RM3,344,126 for the fiscal year ended March 31, 2025.

Cost of sales and services rendered

The following table sets forth I Bella Group’s cost of sales by nature of expense for the fiscal years indicated.

I Bella Group’s cost of sales primarily consists of the following components:

(i)     Staff costs, representing salaries, allowances, bonuses, Employees Provident Fund contributions, and commissions for I Bella Group’s business operations personnel, including LCP-certified aesthetic physicians, aesthetic doctors, other clinic staff, and consultants. Staff costs generally vary depending on headcount and workforce planning during the fiscal years ended March 31, 2025 and 2024. We expect staff costs to increase in the near future, given our plan to recruit additional personnel for our upcoming aesthetic medical clinic branches.

(ii)    Consumables and supplies, primarily consisting of products used in aesthetic treatments, as well as medical supplies and consumables (such as gauze, vaginal speculums, needles, gloves, and masks) used in I Bella Group’s aesthetic medical services. We expect these costs to increase in tandem with the growth in services rendered and the continued expansion of our aesthetic medical services segment.

(iii)   Consultancy fees, paid on a monthly basis to I Bella Group’s LCP-certified doctors.

(iv)   Depreciation charges, related to the depreciation of leased assets, medical machines, and equipment primarily used to provide I Bella Group’s services.

Staff costs were the largest component of I Bella Group’s cost of sales, representing 18.9% of its total revenue for both the fiscal years ended March 31, 2025 and 2024. Consumables and supplies were the second-largest component, accounting for approximately 13.9% and 16.6% of its total revenue for the respective fiscal years.

Comparison of Fiscal Years Ended March 31, 2025 and 2024

I Bella Group’s total cost of sales increased by RM798,390, or 14.6%, from RM5,463,392 for the fiscal year ended March 31, 2024, to RM6,261,782 (USD1,412,857) for the fiscal year ended March 31, 2025. The increase in cost of sales was primarily driven by the following:

(i)     An increase in overall staff costs of RM649,375, or 22.7%, mainly due to the recruitment of new staff for the two new clinics in Selangor and Johor, which commenced operations in October 2023 and June 2024, respectively. This contributed to an increase of RM512,318 in salaries, allowances, Employees Provident Fund contributions, and other staff benefits. I Bella Group’s service staff headcount increased from 26 as of March 31, 2024, to 30 as of March 31, 2025.

(ii)    An increase in depreciation charges of RM85,367, or 100.3%, primarily due to new leases for the two clinics, marketing office and the acquisition of additional medical machines and equipment during the fiscal year ended March 31, 2025.

(iii)   An increase in consumables and supplies consumption of RM63,648, or 2.5%, from RM2,513, 876 for the fiscal year ended March 31, 2024, to RM2,577,524 (USD581,572) for the fiscal year ended March 31, 2025, mainly due to the initial inventory purchased during the start-up period for I Bella Group’s two new clinics in Selangor and Johor, in anticipation of sales demand. This was partially offset by a shift in marketing focus toward aesthetic medical services.

Gross profit

The following table sets forth I Bella Group’s gross profit for the periods indicated.

I Bella Group’s total gross profit increased by RM2,641,425, and its overall gross profit margin rose from 64.0% for the fiscal year ended March 31, 2024, to 66.3% for the fiscal year ended March 31, 2025. This was primarily attributable to the increase in gross profit from the aesthetic medical services segment. Gross profit as a percentage of I Bella Group’s total revenue increased by 2.4%, from 64.0% during the year ended March 31, 2024, to 66.3% during the year ended March 31, 2025.

The improvement in I Bella Group’s gross profit margin for the fiscal year ended March 31, 2025, was mainly driven by a strategic shift in its marketing focus, where I Bella Group prioritized and allocated more resources toward promoting its higher-margin aesthetic medical services over skincare product sales. This shift reduced the proportion of skincare products in its total revenue, thereby lowering the relative impact of lower-margin product costs and contributing to an overall increase in gross profit margin. As a result, I Bella Group’s total consumables and supplies costs increased slightly by RM63,648, from RM2,513,876 for the fiscal year ended March 31, 2024, to RM2,577,524 (USD581,572) for the fiscal year ended March 31, 2025. Consumables and supplies as a percentage of total revenue declined by 2.7%, from 16.6% to 13.9% over the same period.

I Bella Group’s overall gross profit margin may vary depending on the types of treatments provided during the fiscal years, due to differences in the gross profit margins, selling prices, and cost structures of individual treatments.

Selling expenses

I Bella Group’s selling expenses primarily comprise advertising, marketing, and promotional costs. Total selling expenses increased by RM437,968, or 278.0%, from RM157,521 for the fiscal year ended March 31, 2024, to RM595,489 (USD134,361) for the fiscal year ended March 31, 2025. As a percentage of I Bella Group’s total revenue, selling expenses rose from 1.0% to 3.2% over the same period. This increase was mainly driven by higher advertising

spending on social media platforms to promote I Bella Group’s brand and products, particularly in connection with the opening of its two new clinics, Selangor in October 2023 and Johor in June 2024, which aimed to boost sales and enhance brand presence.

General and administrative expenses

The following table sets forth I Bella Group’s general administrative expenses and the ratio of general administrative expenses to revenue for the periods indicated.

I Bella Group’s general and administrative expenses primarily consist of:

(i)     Staff costs, comprising salaries, allowances, bonuses, and statutory contributions for personnel involved in business development, administration, customer service, telemarketing, finance, and management. The year-on-year increase in staff costs is attributed to a higher staff headcount required to support the expansion of newly established aesthetic clinic branches.

We expect staff costs to increase in the near future in view of our plan to recruit additional personnel for our upcoming aesthetic clinic branches;

(ii)    Director’s remuneration, comprising salary and statutory contributions paid to a director;

(iii)   Depreciation charges, which include depreciation of office equipment, computers and software, air conditioners, furniture and fittings, renovations, signboards, electrical installations, and leased motor vehicles;

(iv)   Professional fees, mainly consisting of company secretarial fees, audit fees, legal fees, tax fees, and advisory fees; and

(v)    Other expenses, primarily including insurance, upkeep expenses, staff welfare, printing and stationery, travel expenses, utilities, license fees, bank charges, stamp duties, and service fees.

Comparison of Fiscal Years Ended March 31, 2025 and 2024

I Bella Group’s total general and administrative expenses increased by RM1,159,959, or 35.1%, from RM3,301,280 for the fiscal year ended March 31, 2024 to RM4,461,239 (USD1,006,597) for the fiscal year ended March 31, 2025. General and administrative expenses as a percentage of I Bella Group’s total revenue increased from 21.8% for the fiscal year ended March 31, 2024 to 24.0% for the fiscal year ended March 31, 2025. The rise in general and administrative expenses was primarily driven by the following factors:

(i)     An increase in depreciation of RM559,191, mainly due to the acquisition of plant and equipment, as well as the lease of right-of-use assets related to the Johor and Selangor clinics for the fiscal year ended March 31, 2025. Additionally, new leases for a motor vehicle and a shop lot office located at No. 11-1, Jalan Radin Bagus 1, Bandar Baru Seri Petaling, 57000 Kuala Lumpur contributed to the increase;

(ii)    An increase in staff costs of RM65,299, primarily due to the recruitment of additional staff for the Selangor clinic during the fiscal year ended March 31, 2025. I Bella Group’s administrative staff headcount increased from 18 as of March 31, 2024 to 21 as of March 31, 2025;

(iii)   An increase in director’s remuneration of RM78,517, primarily due to salary increment for a director, along with corresponding increase in statutory contributions;

(iv)   An increase in other general and administrative expenses, primarily related to the establishment of the Johor and Selangor clinics.

Other expenses

Other expenses primarily included penalties paid to the Inland Revenue Board for the underestimation of corporate tax, stamp duty and stamping charges for tenancy agreements, as well as the write-off of deposits and the write-off of property, plant, and equipment. Other expenses as a percentage of I Bella Group’s total revenue remained unchanged at 0.4% for the fiscal years ended March 31, 2025 and 2024.

Finance costs

Finance costs mainly consisted of interest expenses from term loans, lease liabilities related to the leasing of office space, service clinics, equipment, and the installment purchase financing of a motor vehicle. I Bella Group’s term loans were in relation to the acquisition of investment properties in the fiscal year ended March 31, 2022. These term loans have been early settled during the fiscal year ended March 31, 2024.

Finance costs increased by RM45,212, or 40.5%, from RM111,764 for the fiscal year ended March 31, 2024 to RM156,976 (USD35,419) for the year ended March 31, 2025. Finance costs as a percentage of I Bella Group’s total revenue increased by 0.1%, from 0.7% for the fiscal year ended March 31, 2024 to 0.8% for the fiscal year ended March 31, 2025. This increase was primarily due to additional interest arising from the acquisition of machinery via installment purchase financing and new lease of shop lot for Johor clinic. The increase was partially mitigated by the decrease arising from the novation of certain term loan liability to the buyer following the disposal of the investment property, which was completed during the fiscal year ended March 31, 2024.

Income tax expense

Income tax expense consists of deferred tax and provision for income tax based on estimated chargeable income in Malaysia, at the statutory rate of 24%.

I Bella Group’s income tax expense increased by RM454,616, or 31.1%, from RM1,461,708 for the fiscal year ended March 31, 2024 to RM1,916,324 (USD432,384) for the fiscal year ended March 31, 2025, primarily due to an under-provision of income tax expense in the prior year and the commencement of operations of Johor clinic in June 2024 that contributed to higher chargeable income.

I Bella Group’s effective tax rate for the fiscal year ended March 31, 2024 was 24.0%, which was in line with the statutory tax rate.

I Bella Group’s effective tax rate for the fiscal year ended March 31, 2025 stood at 26.9%, mainly due to an under-provision of income tax and deferred tax of RM151,841 and RM9,588, respectively, related to adjustments in the previous fiscal year’s tax expense estimation, which were reflected in the period. Excluding these under-provisions, the normalized effective tax rate would be approximately 24.6%, slightly higher than the statutory rate of 24.0%, due to non-deductible expenses such as professional fees, marketing expenses, depreciation on non-qualified expenditures for plant and equipment and right-of-use assets, and withholding tax.

Net income

As a result of the foregoing, I Bella Group’s net income increased by RM580,321, or 12.5%, from RM4,630,157 for the fiscal year ended March 31, 2024 to RM5,210,478 (USD1,175,649) for the fiscal year ended March 31, 2025.

Liquidity and Capital Resources; Going Concern

I Bella Group’s financial statements have been prepared on a going concern basis, which assumes that assets will be realized and liabilities settled in the ordinary course of business at the amounts stated in the financial statements. I Bella Group’s ability to continue as a going concern depends on aligning its funding sources (both debt and equity) with its expenditure requirements and repaying short-term debt facilities as they become due.

I Bella Group has assessed whether there is any substantial doubt regarding its ability to continue as a going concern. As of March 31, 2025 and 2024, I Bella Group reported net current assets of RM1,134,787 (USD418,783) and RM716,004, respectively. Operating cash flows have been used to support I Bella Group’s working capital needs. During the fiscal year ended March 31, 2025, I Bella Group generated positive operating cash flow of RM5,745,712 (USD1,296,416). I Bella Group’s operating profit for this period was RM8,885,216 (USD2,004,788), and as of March 31, 2025, it held an unrestricted cash and cash equivalents balance of RM4,228,990 (USD2,238,884).

Given these factors, management has carefully considered I Bella Group’s future liquidity, operational performance, and available financing sources, and is satisfied that I Bella Group has adequate financial resources to continue as a going concern.

Cash Flows Analysis

Cash Flows for the Fiscal Years ended March 31, 2025 and 2024

The following table sets forth a summary of I Bella Group’s cash flows for the fiscal years indicated.

Operating Activities

For the fiscal year ended March 31, 2025, net cash generated from operating activities was RM5,745,712 (USD1,296,416), primarily driven by I Bella Group’s net income of RM5,210,478 (USD1,175,649), adjusted for non-cash items and changes in working capital. Non-cash adjustments included depreciation of plant and equipment and right-of-use assets, write-offs of plant and equipment, write-off of deposit and interest expenses.

For the fiscal year ended March 31, 2024, net cash generated from operating activities was RM5,091,660, mainly resulting from a net income of RM4,630,157, adjusted for non-cash items such as depreciation of plant and equipment, right-of-use assets, interest expenses and gain on disposal of property, plant, and equipment.

The increase in net cash generated from operating activities for the fiscal year ended March 31, 2025, by RM654,052, as compared to the fiscal year ended March 31, 2024, is primarily a result of higher net income generated along with the following factors:

(i)     an increase in contract liabilities of RM204,226 (USD46,080) for the fiscal year ended March 31, 2025, as compared to a decrease in contract liabilities of RM208,975 for the fiscal year ended March 31, 2024. This increase was primarily driven by a higher collection from the prepaid aesthetic packages sold during the fiscal year ended March 31, 2025, which outpaced the recognition of revenue from completed treatment sessions;

(ii)    an increase in accounts payable of RM31,067 (USD7,010) for the fiscal year ended March 31, 2025, as compared to a decrease in accounts payable of RM592,948 for the fiscal year ended March 31, 2024. The increase was due to the inclusion of balances from IBI that commenced business during the fiscal year ended March 31, 2025;

(iii)   partially offset by a decrease in accounts receivable of RM1,612,346 (USD363,796) for the fiscal year ended March 31, 2025, as compared to an increase in accounts receivable of RM268,870 for the fiscal year ended March 31, 2024. The decrease in accounts receivable for the fiscal year ended March 31, 2025 was mainly due to prepaid listing expenses amounting to RM1,717,536; and

(iv)   a decrease in inventories of RM116,939 (USD26,386) for the fiscal year ended March 31, 2025, as compared to a lower decrease in inventories of RM35,395 for the fiscal year ended March 31, 2024. The decrease for the fiscal year ended March 31, 2025 was mainly attributable to the inventory purchases for the commencement of operation for Johor clinic in June 2024.

Investing Activities

I Bella Group’s net cash used in investing activities for the fiscal year ended March 31, 2025 was RM766,211 (USD172,882), attributable to the purchase of plant and equipment, primarily related to the renovation by I Bella and the acquisition of fixed assets by IBI.

I Bella Group’s net cash generated from investing activities for the fiscal year ended March 31, 2024 was RM3,176,212, attributable to the proceeds from disposal of property, plant, and equipment, partially offset by purchase of plant and equipment and right-of-use assets, primarily related to the acquisition of machinery and motor vehicle by I Bella.

Financing Activities

I Bella Group’s net cash used in financing activities for the fiscal year ended March 31, 2025 was RM2,740,617 (USD618,370), primarily reflecting the dividend declared and paid to the shareholders of RM2,849,999 (USD643,050), repayment to a director of I Bella of RM311,875 (USD70,369) and payment of lease liabilities of RM887,894 (USD200,337). This was partially offset by the advances from a shareholder of RM1,458,181 (USD329,012).

I Bella Group’s net cash used in financing activities for the year ended March 31, 2024 was RM7,867,040, primarily reflecting the dividend declared and paid to the shareholders of RM4,021,591, payment of lease liabilities of RM432,952 and repayment of term loan of RM3,787,221.

Off Balance Sheet Arrangements

As of March 31, 2025 and 2024, I Bella Group had no off-balance sheet financing arrangements.

Contractual Commitments

I Bella Group has the following commitments as at reporting date:

Concentration of Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to I Bella Group. I Bella Group’s credit risk is primarily attributable to its cash and cash equivalents, trade receivables, other receivables, and an amount due from a related party.

Trade receivables

Trade receivables primarily consist of credit card sales receivables from banks and financial institutions. As of March 31, 2025 and 2024, the maximum exposure to credit risk was limited to the carrying amounts recorded in the statements of financial position. These banks and financial institutions are considered to have low credit risk; therefore, no loss allowance is deemed necessary.

Trade receivables that are neither past due nor impaired relate to creditworthy banks and financial institutions. Subsequent to the reporting period, the full balance of trade receivables has been collected.

Other receivables and deposits

The expected credit loss on other receivables is assessed individually based on the financial strength of each debtor. As of March 31, 2025 and 2024, the maximum exposure to credit risk corresponded to the carrying amounts of these receivables as stated in the statements of financial position.

Credit risk related to deposits primarily arises from refundable deposits paid to landlords as security and utilities deposits for rental premises. These deposits are expected to be recovered upon termination of the respective services, and, therefore, are considered to carry low credit risk.

As of March 31, 2025 and 2024, no allowance for doubtful debts was required for other receivables and deposits that are neither past due nor impaired. This is because these other receivables mainly pertain to debtors with a history of reliable payment, while the deposits mainly pertain to rental premises that are still in use.

Amount due from a related party

I Bella Group provided unsecured advances to a related party, I Perfect Aesthetic Sdn Bhd, and monitors the related party’s ability to repay these advances on an individual basis.

As at the end of the reporting period, the maximum exposure to credit risk is represented by the carrying amount of the advances in the consolidated statements of financial position. These advances are neither secured by collateral nor supported by other credit enhancements.

Generally, I Bella Group considers advances to the related party to carry low credit risk. I Bella Group recognizes a significant increase in credit risk when the related party’s financial position deteriorates substantially. Since I Bella Group can determine or influence the timing of repayment, it considers the advances to be credit impaired when the related party is unlikely to repay in full due to insufficient highly liquid assets at the time the advances are demanded.

Cash and cash equivalents

Cash and cash equivalents are held with banks and financial institutions. As of March 31, 2025 and 2024, the maximum exposure to credit risk was limited to the respective carrying amounts shown in the statements of financial position. I Bella Group considers these banks and financial institutions to have low credit risk; therefore, no loss allowance is required.

Customer concentration risk

I Bella Group manages concentration of credit risk by continuously monitoring the profile of its receivables. For the fiscal years ended March 31, 2025 and 2024, I Bella Group did not have any significant concentration of credit risk, with no individual receivable exceeding 10% of the total receivables balance.

Similarly, for the fiscal years ended March 31, 2025 and 2024, no single customer accounted for more than 10% of I Bella Group’s total revenue.

INDUSTRY

All the information and data presented in this section have been derived from an industry report commissioned by us prepared by Protégé Associates Sdn Bhd (“Protégé Associates”) entitled “Independent Market Research Report on the Medical Aesthetic Market in Malaysia” (the “Protégé Report”) in August 2025, unless otherwise noted. Protégé Associates has advised us that the statistical and graphical information contained therein and herein is drawn from its database and other sources as indicated. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all. Therefore, investors are cautioned not to place any undue reliance on the information, including statistics and estimates, set forth in this section or similar information included elsewhere in this prospectus.

Overview of the Aesthetic Medical Market in Malaysia

Aesthetic medical practice is defined by the Ministry of Health Malaysia (“MOH”) as: “[a]n area of medical practice which embraces multidisciplinary modalities dedicated to create a harmonious physical and psychological balance through non-invasive and minimally invasive treatment modalities which is evidence-based. These modalities focus on the anatomy and physiology of the skin and physical appearance to satisfy the normal (non-pathological) aesthetic desires and goals of the client and are carried out by registered medical practitioners.” The types of medical professionals who practice aesthetic medicine include plastic surgeons, cosmetic dermatologists, and cosmetic surgeons.

Aesthetic medicine can be categorized into non-invasive, minimally invasive, and invasive procedures (which can be further divided into non-surgical and surgical procedures). Non-invasive procedures involve external applications or treatment procedures that are carried out without the need for penetrating the skin. Examples of non-invasive procedures include treatments such as, among others, skin rejuvenation, superficial chemical peels, microdermabrasion, and body scraping. Chemical peels utilize a chemical solution to improve the appearance of one’s skin whereby the chemical is applied to the skin, causing peeling of the skin layer to reveal more youthful skin. A superficial chemical peel results in the outermost layer of skin being removed. Microdermabrasion refers to a procedure where a special instrument is used to exfoliate the outermost layer of skin revealing newer undamaged skin. Body scraping refers to the use of tools to scrape the skin on specific areas of the body, including the face. Body scraping can help to increase blood flow and circulation, break up scar tissue and adhesions, as well as promote lymphatic drainage and detoxification.

Minimally invasive procedures involve minimal damage to tissues at the point of entry of instruments. Examples of minimally invasive treatments include Botox, filler injections, lasers for treating skin pigmentation, benign skin lesions or for hair removal, skin tightening procedures using radio frequency, infrared, and ultrasound, and chemical peel (medium depth).

Globally, there is an active consumer base seeking aesthetic medical services. Among these procedures, non-surgical procedures accounted for approximately 20.5 million. The top five non-surgical procedures performed were Botulinum Toxin (“Botox”) injections, hyaluronic acid fillers, hair removal, non-surgical skin tightening, and chemical peels. Botox injections are injections that utilize a toxin to prevent a muscle from moving for a limited time, thereby relaxing facial muscles and smoothing out wrinkles. Hyaluronic acid fillers are injectable fillers made up of hyaluronic acid, a naturally occurring substance found in skin, that help to replace lost volume in the face, leading to improvements such as smoothing out wrinkles, plumping lips, and enhanced facial contours. The global non-surgical aesthetic procedures grew by a CAGR of 8.5% over the past 5 years from 2020 to 2024.

According to the ISAPS, Malaysia recorded 30,885 aesthetic medicine procedures in 2024. Among such procedures, 11,208 non-surgical procedures were recorded in 2024, with Botox injections being the most sought-after, comprising 36.5% of the total.

Invasive procedures are procedures that penetrate the skin through either perforation, incision, or deeper tissue involvement in both vertical and horizontal planes. Invasive procedures can be categorized into surgical or non-surgical approaches. Examples of surgical invasive procedures include hair transplant, brow lift, breast implant, rhinoplasty, and blepharoplasty (surgery that removes excess skin from eyelids) while non-surgically invasive procedures include devices that penetrate deeper into the epidermal layer by utilizing radiofrequency and ultrasound devices, or ablative lasers.

Non-invasive or minimally invasive procedures have become widely accepted and have risen in popularity, as these procedures often involve minimal discomfort or pain during and after the treatment, shorter recovery time, and lower risk of complications. Furthermore, non-invasive, or minimally invasive procedures are generally less complicated compared to invasive procedures that require a team of support staff such as anaesthesiologists and nurses during and after the procedures.

According to the Aesthetic Medical Practice Guidelines 2020 issued by the MOH, aesthetic medical procedures may only be performed by medical practitioners who hold a Letter of Credentialling and Privileging (“LCP”) at licensed premises. These practitioners must also be registered under the National Registry of Registered Medical Practitioners Practising Aesthetic Medical Practice.

To qualify for the LCP, an individual must have at least two years of clinical experience as a medical doctor, complete relevant training, and successfully undergo assessments conducted by plastic surgeons, dermatologists, aestheticians, and MOH officers through interviews. Once granted the LCP, the medical practitioner’s name will be included in the National Registry of Registered Medical Practitioners Practising Aesthetic Medical Practice. There are 3 categories of registered LCP-certified aesthetic physicians; namely, general practitioners, medical specialists, and surgical specialists. These categories vary based on the scope of aesthetic medical practice. The number of registered LCP-certified aesthetic physicians that can perform aesthetic medical practices are as follows:

Figure 1: Categories of LCP-certified aesthetic physicians

Source: MOH

____________

Notes:

​(1)      Includes non-core group of medical specialists whose routine areas of practice are completely unrelated to any form of aesthetic medical practice.

​(2)      Includes non-core group of surgical specialists who perform aesthetic medical procedure outside of their domain of practice, who are classified as (i) specialists whose routine anatomical area of practice may present opportunities for them to perform aesthetic surgery, or (ii) specialists whose routine areas of practice are completely unrelated to any form of aesthetic medical practice.

​(3)      As of August 2025.

Historical Market Performance and Growth Forecast

The aesthetic medicine market in Malaysia (in terms of revenue) grew by approximately 25.0% from RM550.1 million in 2022 to RM687.6 million in 2023 and by approximately 19.0% to RM818.3 million in 2024. The growth of the market was primarily due to the demand from aesthetic medicine-related services, considering the public’s growing inclination towards aestheticism and the importance of self-care. The outlook of the aesthetic medical market in Malaysia is expected to be positive moving forward and is forecasted to register a CAGR of 9.2%, from RM949.2 million in 2025 to RM1.47 billion in 2029. The projected growth is expected to be driven by factors such as growing population in Malaysia, higher disposable income, growing influence from social media culture, and technological advancements in aesthetic procedures, which are likely to lead to greater consumption of aesthetic medical services.

Figure 2: Historical Market Size (Revenue) and Growth Forecast for the Aesthetic Medicine Market in Malaysia, 2023-2029

Note: CAGR (2025-2029) (base year of 2024: 9.2%)

f denotes forecast

Source: Companies Commission of Malaysia (“CCM”) and Protégé Associates

For the fiscal year ended March 31, 2024, the Group recorded revenue of approximately RM15.2 million, which represented approximately 1.9% of the RM818.3 million market size of the medical aesthetic market in Malaysia.

Demand Conditions

Steady Population Growth and Household Disposable Income

The economic growth in Malaysia from 2020 to 2024 has significantly contributed to an increase in the affluence of the population. Over this period, the country’s gross national income surged from RM1,389.97 billion in 2020 to an estimated RM1,859.64 billion in 2024, with per capita income rising from RM42,838 to an estimated RM54,894 over the same period. Building on this momentum, the Malaysian Government has tabled Budget 2025, aligned with the “MADANI Economy policy framework” (which was launched by Malaysian Prime Minister Anwar Ibrahim to establish short-term targets and medium-term targets to be achieved in the next ten years), to further enhance economic resilience and equitable wealth distribution. A key feature of the budget is the increase in the minimum wage from RM1,500 to RM1,700, which may enable additional discretionary spending and may in turn lead to spending on services which were previously non-essential, such as aesthetic medical services. As disposable income rises, the aesthetic medicine sector may benefit from increasing demand, if consumer self-care and lifestyle-enhancing services grow as a consequence.

Malaysia’s middle- and high-income population continues to grow steadily. The number of households with income exceeding RM11,819 (classified as T20 high-income earners) increased from 1.46 million households (46.8%) in 2019 to 1.58 million households (46.3%) in 2022. Similarly, households earning between RM5,250 and RM11,819 (classified as M40 middle-income earners) rose from 2.91 million households (37.2%) to 3.16 million households (37.6%). The average household disposable income in the country in 2022 was RM7,111. The growing middle- and high-income group in Malaysia provides an opportunity for aesthetic clinics to align their service offering to cater to these M40 and T20 income groups. Consequently, these demand trends are anticipated to drive a positive growth on the aesthetic medical market in Malaysia throughout the forecast period.

Proliferation of Innovative Marketing Tools Helps to Drive Transparency and Increased Consumer Awareness

The local aesthetic medicine market has undergone a significant transformation in its marketing strategies, transitioning from traditional web-based advertisements and offline promotions to more dynamic approaches such as online-to-offline service platforms, short-form video content, and social media networks to connect to consumers. Through these mediums, aesthetic clinics can showcase their services effectively, offering comprehensive information about procedures, patient experiences, and before-and after results, thus fostering a transparent and informative environment for consumers.

Additionally, the rise of Internet influencers has further contributed to the efficient delivery of information to consumers. Social media platforms such as Instagram, YouTube, and TikTok have provided a platform for beauty influencers to share recommendations, reviews, and personal insights. By delivering engaging content and real-life testimonials, they can heavily influence consumer perceptions and purchasing behaviors, offering potential customers a clearer understanding of available treatments and their outcomes. This trend is expected to drive increased demand for aesthetic medical services throughout the forecast period.

Growing Inclination Towards Well-Being and Aestheticism

While women remain the primary consumer of aesthetic medical services, there has been growing demand from men and younger individuals. Common procedures sought after by men are body contouring, muscle sculpting, hair transplants, skin tightening, and anti-aging. Meanwhile, youths in their teens and 20s mostly seek acne and skin treatments. More and more younger consumers are spending on aesthetic medical services, particularly on minimally invasive treatments. Among these, the popular procedures sought are derma fillers for anti-aging, laser treatments for pigmentation, scars and hair removal, Botox for wrinkles and excessive sweating, and platelet rich plasma injections for skin rejuvenation. Further, the appeal of aesthetic procedures extends beyond facial beauty to an individual’s focus on their physique. These consumers may seek non-invasive fat reduction treatments, muscle enhancements, and skin tightening to achieve precise body contours which may be difficult to achieve through standard exercise alone. Procedures like Emsculpt, which is a procedure that uses high intensity focused electromagnetic energy to burn fat and tone muscles, cater specifically to this consumer base. This growing focus on personal well-being and aesthetic enhancement is expected to positively impact the local aesthetic medical market.

Consumer preferences for alternative aesthetic treatments

Consumers may choose alternative solutions to enhance their features as they become more informed about the nature of medical aesthetic treatments. For example, consumers may consider cosmetic acupuncture to be a safer alternative over Botox or filler injections, as cosmetic acupuncture does not introduce a foreign substance into the face. Additionally, other holistic activities such as massage therapy or yoga may be popular due to their stress-reducing benefits, which may enhance an individual’s health and appearance. As a result, the growing interest in personal care may not necessarily lead to a greater reliance on aesthetic medicine, due to varying consumer preferences.

Supply Conditions

Innovative aesthetic procedures and technological advancements

The aesthetic medicine market is constantly evolving, introducing more innovative procedures to help consumers achieve their desired physical appearance. Technological advancements and innovative aesthetic procedures will drive further the growth of the aesthetic market by introducing treatments that offer safer, more effective, and less invasive options, attracting more consumers seeking efficient and low-risk solutions for various cosmetic concerns. For example, the introduction of technologically advanced products, such as non-invasive body contouring systems that use fat freezing technology, which is less risky, creates more demand as compared to invasive and riskier liposuction procedures. A technological advancement in plastic surgery involves the use of 3-dimensional imaging and simulation, which allows consumers to visualize the changes that will happen before and after a procedure. Such innovations have not only enhanced treatment outcomes, but have also contributed to safer procedures, which ultimately increase consumer confidence in opting for aesthetic treatments. This is likely to continue contributing to the growth and evolution of the aesthetic medical market in the future.

Standardization and Tightening of Regulations Relating to Aesthetic Medical Procedures

Aesthetic medicine aims to enhance an individual’s appearance, but these aesthetic procedures carry risks. Common complications include reactions to anaesthesia, bleeding, infections, scarring, pigment changes, and, in rare cases, death. In 2020, following an unfortunate death of a young woman after a liposuction procedure in an unlicensed beauty center, the public has called on the authorities for stricter action and enforcement against unlicensed beauty centers and doctors and surgeons who are not certified to prevent such incidents from repeating, as invasive procedures such as liposuction are only allowed to be performed by licensed professionals.

The risk of injury and death from aesthetic procedures performed by unqualified individuals necessitates stricter enforcement and harsher penalties, and the MOH, through the Private Medical Practice Control Section under the Medical Practice Division, has been working alongside other departments to conduct investigations and impose sanctions on unlicensed beauty centers. According to the Private Healthcare Facilities and Services Act 1998 and the Aesthetic Medical Practice Guidelines 2020, aesthetic medical procedures are only allowed in licensed establishments and must be carried out by registered medical practitioners with an LCP. Consumers are advised to seek aesthetic treatments at registered aesthetic clinics though the services of LCP-certified aesthetic physicians.

Despite the introduction of the Aesthetic Medical Practice Guidelines 2020 and advice to consumers to seek aesthetic treatment from LCP-certified aesthetic physicians at registered aesthetic clinics, the industry is likely to still face challenges from unlicensed beauty centers that promote and offer aesthetic medical services and from consumers that patronize such centers. This was evident in the tragic death of a young woman in 2023 after a botched breast augmentation procedure performed by a beautician. Unlicensed beauty centers often advertise aesthetic treatments at discounted rates to attract consumers. Currently, there is no regulation on pricing for aesthetic medical services, which can induce members of the public to be swayed by lower costs without thoroughly researching the safety and quality of these services. We believe that we currently compete against unlicensed beauty centers. See “Risk Factors — Risks Related to Our Business and Industry — We face intense competition, and if we do not compete successfully against new or existing competitors, we may lose our market share and our profitability may be adversely affected.”

Nevertheless, existing regulations offer a structured framework that prioritizes adherence to safety standards, proper qualifications, and ethical practices among aesthetic practitioners. This fosters greater consumer trust and confidence, encouraging more individuals to consider pursuing aesthetic treatments, reassured by the improved safety and effectiveness of these procedures. As a result, a tighter regulatory environment is expected to have a positive effect on the growth of the market over the forecast period.

Shortage of Registered LCP-Certified Aesthetic Physicians

As of August 2025, Malaysia has registered 996 LCP-certified aesthetic physicians accredited under the MOH. Meanwhile, according to data from the MOH, there are 539 private aesthetic medical clinics in Malaysia, thereby resulting in approximately 2 LCP-certified aesthetic physicians for each clinic to serve the growing Malaysian population and medical tourists that visit the country. The limited pool of such professionals can be attributed to the stringent training requirements, assessments, and strict regulations for LCP certification. Without proper medical knowledge and training, an inexperienced individual may cause injury or be unable to deal with medical emergencies such as drug allergies or excessive bleeding that may arise during certain aesthetic treatments such as laser treatments.

To attain an LCP certification, an individual must complete a 5-year Bachelor of Medicine, Bachelor of Surgery (“MBBS”), or Doctor of Medicine (“MD”) degree, followed by 2 years of housemanship. After completing the housemanship, the individual will be registered as a medical officer with the Malaysian Medical Council and will be required to complete 2 years of compulsory government service. Subsequently, a minimum of 2 years of supervised training in aesthetic medicine is necessary to qualify for LCP certification. Overall, the process can take approximately 6 years from the completion of MBBS or MD degree to become an LCP-certified aesthetic physician. The lengthy process to attain LCP certification is likely to lead to a persistent supply gap in the short term. This supply shortage is expected to have a negative impact throughout the forecast period.

Cost of medical devices

Although technological advancements have led to new medical devices, these advancements often drive the cost of medical devices higher. Advanced aesthetic treatments rely on specialized devices such as laser devices, ultrasound-based skin tightening equipment, and radiofrequency technology, which may require substantial investment by aesthetic clinics. The cost of such specialized or advanced medical devices may limit the ability of aesthetic clinics to purchase them, which may limit the supply of aesthetic medical services and negatively affect the aesthetic medical market moving forward.

Outlook of the Medical Aesthetic Market in Malaysia

Moving forward, the aesthetic medicine market is anticipated to grow at a CAGR of 9.2% from RM949.2 million in 2024 to RM1.47 billion in 2029, mirroring the general upward trend of consumers prioritizing self-care and emphasizing on physical appearance. The increased utilization of aesthetic medical services is underpinned by overall population growth and income growth. The higher disposable income among Malaysians is likely to lead to greater consumption of aesthetic medical services. The middle income and high-income group act as enablers to more complex treatments or procedures in aesthetic clinics.

The local aesthetic medicine market has undergone a significant transformation in its marketing strategies, transitioning from traditional web-based advertisements and offline promotions to more dynamic approaches such as online-to-offline service platforms, short-form video content, and social media networks to connect consumers. There is also a growing recognition of the correlation between self-care, overall wellness, and appearance, which has led individuals to prioritize their physical appearance as a part of their holistic well-being, thereby increasing the demand for aesthetic treatments and procedures. On the other hand, consumers may opt for alternative solutions such as cosmetic acupuncture or holistic activities which may yield similar results as compared to receiving aesthetic medicine.

Further, technological advancements and innovative aesthetic procedures is likely to drive the growth of aesthetic market by introducing treatments that offer safer, more effective, and less invasive options. However, technological advancements and the emergence of new medical devices often drive the cost of said devices higher, limiting the ability of aesthetic clinics to purchase them, which may limit the supply of aesthetic medical services.

On the other hand, there is a shortage of licensed medical practitioners and specialists in the field of aesthetics medicine treatment due to strict trainings and assessments imposed due to the inherently safety risk of the aesthetic treatment procedures. The lengthy process to attain LCP certification is likely to lead to a persistent supply gap in the short term. However, the standardization and tightening of regulations relating to aesthetic medical services is expected to stimulate positive impact towards to the growth of the aesthetic medicine market in the long run.

BUSINESS

Overview

Through I Bella and its two subsidiaries, IBI and IBSA, we are principally involved in the provision of aesthetic medical services in Malaysia, including facial and skin treatments, as well as body and face contouring. We also sell skincare products as part of our business. We operate three aesthetic medical clinics located in the central and southern regions of Malaysia, namely at Kuala Lumpur (“Bella Clinic”), Selangor (“Bella Clinic Iconic”), and Johor (“Bella Clinic Inspire”). Established in 2013, Bella Clinic serves as our headquarters, with the later establishment of Bella Clinic Iconic in 2023 and Bella Clinic Inspire in 2024 as we grew and expanded our operations. For the fiscal year ended March 31, 2025, the percentage of repeat customers, defined as customers visiting our clinics more than once, for Bella Clinic, Bella Clinic Iconic, and Bella Clinic Inspire was 32.13%, 39.18%, and 35.92%, respectively.

We generate revenue through two sources: (i) aesthetic medical services and (ii) sale of skincare products. For the fiscal year ended March 31, 2025, we generated RM18,014,737 ($4,064,697) from aesthetic medical services and RM580,691 ($131,022) from the sale of skincare products, contributing to 96.9% and 3.1% of our total revenue, respectively. For the fiscal year ended March 31, 2024, we generated RM14,329,911 ($3,233,283) from aesthetic medical services and RM825,702 ($186,305) from the sale of skincare products, contributing to 94.6% and 5.4% of our total revenue, respectively.

In our aesthetic medical service offerings, we specialize in the performance of non-invasive and minimally invasive procedures. We do not offer invasive procedures, such as plastic surgery. The non-invasive procedures focus on enhancing skin and body care without penetration of the skin, including those procedures relating to skin care, slimming, body care, and wellness. The minimally invasive procedures involve treatments that target deeper layers of the skin or that use injections, including skin tightening, botulinum toxin (BOTOX® or “Botox”) injection, filler injections, and laser treatments. Our services are not intended to, nor do they, prevent, treat or cure diseases or medical conditions.

We also offer skincare products such as facial cleanser and cream. These products are formulated and manufactured by original equipment manufacturers (OEMs) based on our requirements, with our input in the selection of particular ingredients into our products. Our cosmetic products are not intended to, nor do they, prevent, treat or cure diseases or medical conditions. Instead, our products are topically applied to the skin to aid in the reduction of the appearance of a range of common cosmetic skin conditions, such as reducing the appearance of fine lines and wrinkles.

All treatments are performed by our aesthetic physicians who are certified by a Letter of Credentialing and Privileging (“LCP”), a national certification for medical practitioners. They belong to the category of General Practitioners (for details, see “Industry — Overview of the Aesthetic Medical Market in Malaysia”. The high standard required to obtain the certification, including the requirement that the practitioner must have completed a 5-year medical degree followed by 6 years of professional experience, ensures that our aesthetic physicians are highly skilled and experienced.

For the fiscal year ended March 31, 2025, we had revenue of RM18,595,428 ($4,195,719). For the fiscal year ended March 31, 2024, we had revenue of RM15,155,613 ($3,419,588).

Competitive Strengths

We believe that the following competitive strengths are essential for our success and differentiate us from our competitors:

Experienced and highly skilled team of medical professionals

We have an experienced operational team headed by our Medical Director, Dr. Ken Lee, who has approximately 10 years of experience in medical services, including approximately five years of experience in aesthetic medical services. We have a total of three LCP-certified aesthetic physicians, each of which has an LCP-certificate and no fewer than seven years of professional medical experience, and five certified general practitioners who are in the process of obtaining their LCP certification. The high standards required to obtain the LCP certification means that our aesthetic physicians are highly skilled and experienced (See “Industry — Shortage of Registered LCP-Certified Aesthetic Physicians”). We believe that the experience and skills of our professional aesthetic physicians have established a strong foundation

for our growth and has led to an increase in customer referrals. This has allowed us to grow our customer volume by 29.93% from the fiscal year ended March 31, 2024 to the fiscal year ended March 31, 2025 and improve our customer relations, as a result of which we were able to open two additional clinics in 2023 and 2024, respectively.

In addition, our aesthetic physicians undertake ongoing training regarding the handling of medical products and materials conducted by the suppliers of such products, based on the Code of Professional Conduct of the Malaysian Medical Council. Our physicians also attend courses held by aesthetic medical institutions overseas such as those conducted in the United States, Europe, Singapore, Japan, and South Korea, on an ongoing basis, to learn and adopt new aesthetic medical solutions, standards and technologies.

Since the establishment of Bella Clinic in 2013 and, as of the date of this prospectus, we are not aware of any customer complaints regarding the services and products we have provided, whether made directly to us or lodged with the Ministry of Health of Malaysia. All three of our clinics have a regular flow of repeat customers. For the fiscal year ended March 31, 2025, the rate of repeat customers for Bella Clinic, Bella Clinic Iconic, and Bella Clinic Inspire was 32.13%, 39.18%, and 35.92%, respectively.

Strict safety and quality control

The health and safety of our customers remains our top priority. Before introducing new medical machines and equipment, we undertake a stringent evaluation and approval process to assess the risks involved. We only select medical devices that are registered with Malaysia’s Medical Device Authority (MDA) under the Medical Device Act 2012 (Act 737) or approved by the United States Food and Drug Administration. We have also implemented quality control procedures across each of our aesthetic medical clinics. Our LCP-certified aesthetic physicians and clinic assistants receive training on these procedures periodically and are required to strictly follow them in daily operations.

In our aesthetic medical service offerings, we only provide non-invasive and minimally invasive procedures, which typically carry more reduced risks to the customer than invasive procedures. Before the introduction of a treatment service to our menu, we conduct thorough analysis of the effects, side-effects, and risks of such treatment and avoid the introduction and performance of treatments that, in the professional opinion of our medical staff, carry too much risk to the customer.

Quality treatment

Careful selection of medical materials is crucial to our operations, as it ensures that customers both see the effects of treatments and experience their safety firsthand. We ensure that the solutions we source for our skin treatments are of high quality by:

•        selecting patented products from recognized brands as the materials that we use;

•        reviewing the ingredients and any effects and side-effects of the materials;

•        reviewing industry information on the materials, including the process of its clinical trials; and

•        engaging in communication with the supplier of the materials to ensure that we have a comprehensive understanding of the materials and the intended treatments.

High service quality

We view caring for our customers as our core principle and continuously strive to provide a positive experience in every aspect of our service process. The interior design and setup of our clinics are intended to create a calm and relaxing environment, offering a more soothing experience than conventional clinic settings. We offer drinks and treats to customers waiting in the clinics. During a customer’s visit, we ensure they are accompanied throughout the process by a consultant, clinic assistant, or physician, so they can be attended to promptly and have their questions addressed without delay. After treatment, our customer service staff conducts follow-up calls to gather feedback and offer any necessary assistance. They also closely monitor feedback on our online platforms, providing timely responses and explanations where needed.

As a result of our efforts, we have received consistently positive feedback from our customers. As of the date of this prospectus, Bella Clinic has over 1,490 reviews on Google Maps. where it also maintains rating of 4.9 (out of 5).

Growth Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

Expansion of our operations

As of the date of this prospectus, we operate three aesthetic medical clinics located in Malaysia. According to industry data compiled by our independent market research consultant, Protégé Associates, the outlook of the aesthetic medical market in Malaysia is expected to be positive moving forward and is forecasted to register a CAGR of 10.4%, from RM818.3 million in 2024 to RM1.34 billion in 2028. In anticipation of such growing demand, we intend to expand our existing clinics by establishing four new aesthetic medical clinics within two years of the completion of this offering in Johor, Penang, Kuala Lumpur and the East Coast, which areas we believe are likely to have a high concentration of our target customer base, namely the female Malay population. In determining the potential locations for our new aesthetic medical clinics, we take into account factors such as the population base, the presence of other aesthetic clinics, the presence of amenities (such as banks and supermarkets), the nature of the area (such as commercial/office area or residential area), the surrounding community and facilities (availability of parking spaces, the availability of and distance to public transportation, and safety of the area), and the layout of the potential lot. The foregoing expansion goal is in the preliminary planning stage, as of the date of this prospectus, and we have not entered into any material agreements or discussions regarding these clinics to date.

We expect the new aesthetic medical clinics to be equipped with all the same medical machines and equipment present at our existing clinics, so that we would be able to carry out the same services to our customers in these new locations. We believe that this would be an effective strategy in building our brand and increasing our market share. We plan to use approximately 20% of the net proceeds from this offering to implement the foregoing expansion goal.

Expansion of our aesthetic medical team

In order to support the expansion of our aesthetic medical clinics in other major cities in Malaysia, we intend to strengthen our team of LCP-certified aesthetic physicians, clinic assistants, clinic consultants, and other support staff by attracting and recruiting highly skilled and experienced personnel. These new personnel will be based either at our current existing aesthetic medical clinics or at the new aesthetic medical clinics. As of the date of this prospectus, we intend to recruit approximately four LCP-certified aesthetic physicians, eight medical doctors, 12 clinic consultants, and eight administrative staff.

In addition to the foregoing, as of the date of this prospectus, we have eight medical doctors, five of whom are undergoing training under the supervision of our LCP-certified aesthetic physicians, which may allow them to eventually become LCP-certified aesthetic physicians in the near future. Medical doctors that intend to become LCP-certified aesthetic physicians currently have to undergo a minimum of 2 years of training in an aesthetic medical practice under the supervision of LCP-certified aesthetic physicians. We anticipate that two of our clinic assistants will meet the minimum supervised training pre-requisite in 2026.

Purchase of new medical machines and equipment

To expand our services at existing clinics and to establish new clinics, we also intend to purchase the latest medical machines and equipment for the provision of aesthetic medical services. The new medical machines and equipment that we intend to purchase mainly include laser machines used for facial and skin treatments, hair removal, and body contouring treatments, at a cost ranging from RM200,000 to RM500,000. The medical machines and equipment that we intend to purchase include PICOCARE (picosecond laser system used for skin treatments), LinearZ (laser machine for skin lifting), Ultherapy (ultrasound machine for skin tightening and lifting), Fotona (laser machine for skin treatments), and Sylfirm X (radio frequency microneedling device).

The medical machines and equipment will be sourced from local suppliers and the estimated cost for the purchase of medical machines and equipment is derived based on suppliers’ quotations. We intend to allocate approximately 20% of the net proceeds from this offering to acquire new medical machines and equipment. We expect to utilize the funds allocated for the purchase of new medical machines and equipment within 18 months upon the completion of this offering.

Our Business Model

Services and Operational Flow

Initial Engagement

Our services start with the engagement of customers who have contacted and made an appointment with us either online, through phone call, or at one of the physical clinics. Upon the arrival of the customer at one of our clinics, the customer is attended to by our customer service executive (CSE) staff and is requested to fill out a consultation form. Through the form, we request the customers to provide information relating to their basic personal information, medical history and conditions, as well as aesthetic concerns and treatment preferences. Our CSE staff then assigns the customer to an aesthetic physician and a customer consultant based on their availability.

Consultation

The assigned aesthetic physician then conducts an initial consultation with the customer in order to recommend treatments tailored to each individual. Based on an analysis of the customer’s specific skin type and condition, as well as the customer’s personal objectives, concerns, and preferences, the aesthetic physician explains and recommends to the customer available treatments that, in their professional opinion, would be most suitable for the customer. During the consultation, the aesthetic physician also carries out an assessment on the customer’s medical history and explains any risk associated with the intended aesthetic procedures to the customer.

When the customer has decided on the particular treatment service that they would like to purchase, the consultation process is handed over to the consultant, who is responsible for addressing any additional concerns of the customer and assists with procedural matters, including helping the customer make any necessary payment.

Treatment

The consultant accompanies the customer to the treatment room either for the first session of a package or for a one-time treatment, and prepares the necessary materials and equipment, such as solutions, tools, and energy-based devices. 30 to 45 minutes prior to the treatment, the customer receives pre-treatment preparations performed by a clinic assistant, such as facial cleansing and the application of numbing cream to the skin. The aesthetic physician is then informed of the customer’s status and performs the treatment, assisted by the clinic assistant.

Post-treatment

Upon the conclusion of the treatment, the consultant provides post-treatment care instructions to the customer and assists with the arrangement of any future appointments. Customers may be advised to come for periodic follow-up visits to monitor the healing process of the treated area. Additionally, customer support staff carry out regular follow-up calls to provide information on new treatments that are appropriate and relevant to the customer.

Revenue and Pricing Model

Our revenue is primarily generated in Malaysia, and transactions are invoiced in Malaysian Ringgit (“RM”).

Aesthetic Medical Services

Customers typically purchase aesthetic medical service packages from our clinics without entering any contracts, with the record of the purchase being documented in our internal digital system. The packages require payment of an upfront fixed fee at the time of purchase. Depending on the treatment, some customers make the full payment for the package upfront, while some pay a portion first and the remainder based on the progress of the treatment cycle. The validity of package redemptions is 12 months, and the packages may consist of a single type of treatment that is periodically and repeatedly provided, or a combination of various types of treatments. Revenue is recognized at the point in time when the service is rendered during the contract period.

Customers may also opt for one-time treatments to address specific aesthetic concerns, which require the customer to make payment before the treatment. In such cases, revenue is recognized when the service is provided to the customer.

All treatments, packages, and deposits paid are non-refundable, non-transferable, and non-shareable. Upon the expiration of a prepaid aesthetic medical service package, any unused portion of the package will be forfeited at the end of the validity period and will not be converted into cash.

Sale of Skincare Products

Revenue from the sale of skincare products is recognized upon the delivery and acceptance of skincare products by our customers.

Clinic/Service/Product Showcase

Our Clinics

The below images show the interior of our three current clinics:

Bella Clinic

Bella Clinic Iconic

Bella Clinic Inspire

Aesthetic Medical Services

In our aesthetic medical service offerings, we specialize in the performance of non-invasive and minimally invasive procedures, which typically carry much lesser risk to the customer than invasive procedures such as plastic surgery. The non-invasive procedures focus on enhancing skin and body care without penetration of the skin, including those relating to skin care, slimming, body care, and wellness. The minimally invasive procedures involve treatments that target deeper layers of the skin or that use injections, including skin tightening, botulinum toxin (BOTOX® or “Botox”) injection, filler injections, and laser treatments. Generally, non-invasive procedures, such as Machine-Based Slim-Lift treatments using ultrasound or radiofrequency, do not cause temporary skin damage, while temporary skin damage from minimally invasive procedures, such as CO2 laser, takes five to seven days to recover.

We develop and acquire information on treatments through industry sources, such as industry conventions and trusted suppliers who have a long-term relationship with us. Suppliers of medical devices and other materials typically provide training to our staff as part of our purchases, such as on the operation of energy-based devices for laser treatments and the preparation and injection of specific solutions for skin treatments.

We also have active dialogue and exchange of information sessions with experts from aesthetic medical institutions overseas, including those from the United States, Europe, Singapore, Japan, and South Korea, to learn and adopt new aesthetic medical solutions, standards and technologies, so that we can access the latest technology in aesthetic medicine and quickly and cost-effectively respond to our customers’ changing needs. Our aesthetic physicians attend courses held by these institutions to learn about the new information and master new skills.

All three of our clinics have identical service offerings. Among our aesthetic medical services, the most popular ones are filler injections and Exosome-PDRN Skin Booster, which recorded revenue of RM3,402,357 and RM3,304,704, for the fiscal years ended March 31, 2025 and 2024, respectively. Below is a list of the main treatments that we provide:

REGULATIONS

This section sets forth a summary of the principal Malaysian laws, regulations, and rules relevant to our business and operations in Malaysia.

Regulations Related to the Supervision over Pharmaceuticals and Medical Services in Medical Institutions in Malaysia

Private Healthcare Facilities and Services Act 1998 (Act 586)

Private medical clinics are regulated by MOH in accordance with Private Healthcare Facilities and Services Act 1998 (“PHFSA 1998”) and its relevant regulations, including Private Healthcare Facilities and Services (Private Medical Clinics or Private Dental Clinics) Regulations 2006 (“Private Medical Clinic Regulation”).

Under the PHFSA 1998, no one shall establish, maintain, operate or provide a private medical clinic or private dental clinic unless it is registered with the Director General of Health of Malaysia.

PHFSA 1998 provides that a person who establishes, maintains, operates or provides any private medical clinic without a certificate of registration or approval from the Director General of Health of Malaysia commits an offence under the PHFSA 1998.

The certificate of registration to operate private medical clinic will only be issued to a registered medical practitioner under the PHFSA 1998.

Further, the Private Medical Clinic Regulation requires all private medical clinics to have a plan of organization, which shall include an organizational chart that shall be exhibited in a conspicuous part of the private medical clinics. The holder of a certificate of registration or a person in charge of a private medical clinic shall ensure that all healthcare professional staff are registered under any law regulating their registration and, in the absence of such law, hold such qualifications and possess such experience as are recognized by the Director General of Health of Malaysia and have such qualification, training, experience, and skill to practice in his particular or other healthcare profession as are recognized by the Director General of Health of Malaysia.

Duties are imposed on the certificate holder to ensure that the clinic has a written policy, policy statement, staff identification, and proper billing procedures, and that the standard of the private medical clinic in respect of patient safety and patient rights is in compliance with the Private Medical Clinic Regulation.

The Private Medical Clinic Regulation also provides a detailed fee schedule outlining the chargeable consultation fees, psychotherapy fees, radiologist fees, general procedures fees, and other service-related charges that form part of the medical services.

Guidelines for Processing Clinic Registration of Private Medicine and Dental Clinic Registration dated September 2, 2024 (“Guideline 2024”) and Guidelines for Processing Clinic Registration of Private Medicine and Dental Clinic Registration dated August 30, 2022 (“Guidelines 2022”) provide that for clinics that provide aesthetic medical services as an area of interest, a valid LCP is required to be submitted for a responsible person. The guidelines further provide that a registered medical practitioner is allowed to be the responsible person for one private clinic only and is not allowed to be the same in other private healthcare facilities and services. However, with regards to the applications to be a responsible person that has been made prior to the Guidelines 2022, Guidelines for Processing Clinic Registration of Private Medicine and Dental Clinic Registration dated January 2014 (“Guidelines 2014”) provides that a registered medical practitioner is allowed to be the responsible person for a maximum of three clinics.

For clarification purpose, registered medical practitioners who have already registered with at least one private clinic can no longer register as a responsible person for other private clinics after the Guidelines 2022 came into force.

Dr. Daniel Wai Teng Ren, Dr. Lee Kang Yuan and Dr. Yasmin Farhanah Mohd Hithir have been registered as the responsible persons for the clinics operated by I Bella and its subsidiaries.

Control of Drugs and Cosmetics Regulations 1984

The Control of Drugs and Cosmetics Regulations 1984 (“CDCR 1984”) provide that no person shall manufacture, sell, supply, import, possess or administer any product unless the product is a product registered with the Drug Control Authority in accordance with the provisions of the regulation, and the person holds the appropriate license required and issued under the regulation.

Further, no person shall manufacture, sell, import, possess or administer any cosmetic unless the cosmetic is a notified cosmetic, that is, a cosmetic product that has been duly notified to and approved by the Drug Control Authority, and the person is either responsible for placing the notified cosmetic in the market or is authorized in accordance with the notification note issued by the Director of Pharmaceutical Services.

The person responsible for placing the cosmetic in the market or the authorized person shall comply with any directives or guidelines issued and any conditions imposed by the Director of Pharmaceutical Services and maintain proper records in the manner as determined by the Director of Pharmaceutical Services.

Under the CDCR 1984, a “cosmetic” means “any substance or preparation intended to be placed in contact with the various external parts of the human body (including epidermis, hair system, nails, lips and external genital organs) or with the teeth and the mucuos membranes of the oral cavity with a view exclusively or mainly to cleaning them, perfuming them, changing their appearance or correcting body odours, protecting them or keeping them in good condition”.

The term “drug” as used in CDCR 1984, adopts the definition provided under the Sales of Drug Act 1952 (“SDA 1952”), which includes any substance, product or article intended to be used or capable, or purported or claimed to be capable, of being used on humans or any animal, whether internally or externally, for a medicinal purpose. Under the SDA 1952, “medicinal purpose” means any of the following purposes:

(a)     alleviating, treating, curing or preventing a disease or a pathological condition or symptoms of a disease;

(b)    diagnosing a disease or ascertaining the existence, degree or extent of a physiological or pathological condition;

(c)     contraception;

(d)    inducing anaesthesia;

(e)     maintaining, modifying, preventing, restoring, or interfering with, the normal operation of a physiological function;

(f)     controlling body weight;

(g)    general maintenance or promotion of health or wellbeing.

As of the date of this prospectus, and to the best of our knowledge, we have obtained the relevant notification notes for all our cosmetics and skincare products issued by the Director of Pharmaceutical Services, MOH pursuant to Regulation 18A(2) Control of Drugs and Cosmetics Regulations 1984 and such products are not classified as “drugs” under the CDCR 1984.

Environmental Quality Act 1974 (Act 127)

The Environmental Quality Act 1974 (“EQA 1974”) and its relevant regulations, the Environmental Quality (Scheduled Wastes) Regulations 2005 (“EQR 2005”), govern the disposal of clinical waste arising from medical, nursing, and similar practices.

The EQR 2005 states that every waste generator shall ensure that the generated waste is properly stored, treated on-site, recovered on-site, or delivered to and received at prescribed premises for treatment, disposal, or recovery of material.

As of the date of this prospectus, we are not aware of any non-compliance of I Bella or its subsidiaries pursuant to the EQA 1974 and EQR 2005.

Regulations On Medical Personnel of Medical Institutions in Malaysia

Medical Act 1971 (Act 50)

A medical practitioner is required to register with the Malaysian Medical Council in order to practice medicine in Malaysia pursuant to the Medical Act 1971 (“MA 1971”).

Pursuant to the MA 1971, any fully registered person who desires to practice as a medical practitioner after the 21st day of December of any year shall, not later than the 1st day of December of that year, make an application for a certificate to practice as a medical practitioner during the ensuing year. Upon such application, the Registrar of Medical Practitioner shall issue an annual practicing certificate (“APC”) authorizing the applicant to practice as a medical practitioner during the year for which the certificate is issued. Any fully registered person who fails to apply for an APC within the period stipulated under the MA 1971 may, upon making an application in such form and upon payment of such addition fee, be granted an APC for the ensuing year.

To obtain full registration under the MA 1971, new medical graduates shall undergo housemanship training at approved training facilities for a period of not less than two years. Housemanship training, as defined under section 2 of the MA 1971, means the period of training in resident medical practice for the purpose of becoming a fully registered medical practitioner. During the housemanship training, housemen are required to complete six postings in the major departments, which include surgery, medicine, obstetrics and gynecology, orthopedics, pediatrics and emergency medicine.

Under section 40 of the MA 1971, every practitioner has to serve a continuous total period of not less than two years within the public services upon being given full registration. “Public services” as defined under section 2 of the MA 1971, has the meaning assigned to it in Article 132 of the Federal Constitution and, in addition, includes the service of any local authority or the service of any statutory authority exercising powers vested in it by federal or state law.

It is an offence under MA 1971 for any practitioner not to complete compulsory service within the public services as determined by the director-general. If found guilty, such offence is punishable under section 40(3) where ‘the registration of such person under section 14 shall be deemed to be revoked, and the Registrar shall accordingly strike off from the Register the name of such person’.

As of the date of this prospectus, all LCP-certified aesthetic physicians and resident medical doctors hold and maintain valid APC.

Guidelines on Aesthetic Medical Practice for Registered Medical Practitioners (Second Edition, 2020)

Guidelines on Aesthetic Medical Practice for Registered Medical Practitioners by the MOH provides that a medical practitioner who intends to practice aesthetic medical practice must be fully registered with the Malaysian Medical Council and possesses a current and valid APC.

The guidelines also provide that after medical practitioners who intend to practice in aesthetic medicine complete two years of housemanship training, attain full registration, and complete two years of public services, they must subsequently complete two years of relevant training in aesthetic medical practice under supervision or attachment, practicing as a general practitioner. During their practice, medical practitioners must be free from any disciplinary actions, exercise strict patient selection criteria, communicate to the potential patient the risks involved in the procedures provided, the possible outcomes, obtain valid consent for the aesthetic medical procedure planned, generally observe all aspects of the Code of Professional Conduct of the Malaysian Medical Council, and place patient safety as the primary concern. They should also provide aesthetic medical services in a healthcare facility licensed or registered under the PHFSA 1998 and Private Medical Clinic Regulation. All registered medical practitioners who qualify and wish to practice aesthetic medical practice are required to have an LCP for the aesthetic procedure(s) which he intends to perform and register under the National Registry of Registered Medical Practitioners Practicing Aesthetic Medical Practice, MOH.

Pursuant to the guidelines, general practitioners who do not perform aesthetic medical practice and wish to embark on aesthetic medical practice as a new specialty area are required to undergo relevant training by taking aesthetic medical practice courses.

Guidelines on the Ethical Aspects of Aesthetic Medical Practice by Malaysian Medical Council further require that a registered medical practitioner in aesthetic medicine practice must possess experience through recognized practical training courses conducted by bona fide professional bodies specializing in aesthetic medical practice as recognized by the Main Credentialling and Privileging Committee for Aesthetic Medical Practice Division of the MOH. The practitioner must also provide documentary evidence of having completed such training and practical or written examination in a bona fide professional body, to be processed by the Main and Privileging Committee for Aesthetic Medical Practice, as prescribed in the Guidelines on Aesthetic Medical Practice for Registered Medical Practitioners issued by the Medical Practice Division of MOH.

Based on the above requirements, taking into account the duration of housemanship training, compulsory public service, and the required supervised aesthetic training, the entire process typically takes approximately six years from the completion of an MBBS or MD degree to become an LCP-certified aesthetic physician.

As of the date of this prospectus, all of our aesthetic medical clinic branches are managed and supervised by an LCP-certified aesthetic physician.

The table below is the summary of our LCP-certified aesthetic physicians registered as a responsible person for each of our three aesthetic medical clinics:

Regulations on Medical Advertising in Malaysia

The Medicine (Advertisement and Sale) Act 1956 (Act 290)

The Medicine (Advertisement and Sale) Act 1956 (“MASA 1956”) and its relevant regulations and guidelines, which include Medicine Advertisements Board Regulations 1976, regulate the advertisement and dissemination of information in relation to healthcare matters to the general public.

The information provided in the advertisements must be factually accurate and capable of being substantiated. It must not be exaggerated, false, misleading, or deceptive. The authenticity and the accuracy of the information imparted in the advertisements should be verifiable by the Medicine Advertisements Board (“MAB”) established by the MOH.

MASA 1956 also provides that no person shall take part in the publication of any advertisement that refers to any skill or service related to the treatment, prevention or diagnosis of any ailment, disease, injury, infirmity, or condition affecting the human body, and that is capable of inducing, or contains an invitation, whether express or implied, for any person to seek the advice of the advertiser or any person referred to in the advertisement in connection with such skill or service. However, this requirement shall not apply to any advertisement published with the approval of MAB, by any professional body related to the medical profession or any allied profession established by or registered under any written law, or with the approval of the MAB, by any private hospital, private clinic, private radiological clinic, or private medical laboratory operated by a registered medical practitioner holding a valid APC under the MA 1971.

As of the date of this prospectus, we are not aware of any non-compliance of I Bella or its subsidiaries pursuant to the MASA 1956.

Regulations Related to the Licensing of the Business Operation in Malaysia

Local Government Act 1976 (Act 171)

Licensing of Trades, Businesses and Industries (Federal Territory of Kuala Lumpur) By-Laws 2016 (the “DBKL By-Laws)

Licensing of Trades, Businesses and Industries (Shah Alam City Council) By-Laws 2007 (the “SACC By-Laws)

Licensing of Advertisement (Johor Bahru City Council) By-Laws 2016 (the “JBCC By-Laws)

The Local Government Act 1976 (Act 171) (“LGA 1976”) is an act that revises and consolidates laws relating to local governments, granting each local authority the power to create by-laws for various purposes. These by-laws are designed to ensure the health, safety, and well-being of the inhabitants within the local authority’s jurisdiction.

Under the LGA 1976, local authorities have the authority to make, amend, or revoke by-laws that are necessary or beneficial for maintaining the health, safety, and well-being of residents, as well as for promoting good order and governance within the local area.

The premises of I Bella is located within the Kuala Lumpur area, which falls under the jurisdiction of the Kuala Lumpur City Hall (Dewan Bandaraya Kuala Lumpur). Under the DBKL By-Laws, any person may use any premise for carrying out any business activity only if a business premise license has been issued in respect of said premises by the Commissioner of the City of Kuala Lumpur. Any person who contravenes this requirement commits an offence.

The premises of IBSA is located within the Shah Alam area, which falls under the jurisdiction of the Shah Alam City Council (Majlis Bandaraya Shah Alam). The SACC By-Laws state that no person shall operate any activity of trade, business, and industry or use any place or premise in local area of the council for any activity of trade, business, and industry without a license issued by the Shah Alam Municipal Council. Any person who contravenes this requirement commits an offence.

The premises of IBI is located within the Johor Bahru area, which falls under the jurisdiction of the Johor Bahru City Council (Majlis Bandaraya Johor Bahru). The JBCC By-Laws provide that no person shall exhibit or erect, or cause, direct, or permit to be exhibited or erected, any advertisement, other than those exempted under by-law 13, without a license issued by the Mayor of the Johor Bahru City Council and the Deputy Mayor. Any person who contravenes JBCC By-Laws commits an offence. A business license is not required for operating a clinic in Johor Bahru.

As of the date of this prospectus:

(a)     I Bella holds, or is in the process of applying for or renewing, a valid business license issued by Kuala Lumpur City Hall for the following premises:

(i)     No. 16 & 16-1, Jalan Radin Bagus 1, Seri Petaling 57000 Kuala Lumpur;

(ii)    No. 16-2, Bandar Baru Seri Petaling, Jalan Radin Bagus 1, Seri Petaling, 57000 Kuala Lumpur;

(iii)   No. 11-1, Bandar Baru Seri Petaling, Jalan Radin Bagus 1, Seri Petaling, 57000 Kuala Lumpur; and

(iv)   No. 3-2, Bandar Baru Seri Petaling, Jalan Radin Bagus 1, Seri Petaling 57000 Kuala Lumpur.

(b)    IBSA holds and maintains a valid business license issued by Shah Alam City Council for its clinic at No. 52A, Tingkat 1, Jalan Eco Ardence C U12/36C, Eco Ardence, Seksyen U12, 40170 Shah Alam, Selangor.

(c)     I Bella and its subsidiaries also maintain valid advertising licenses in respect of all premises with external signboards.

Regulations Related to Personal Data Protection in Malaysia

Personal Data Protection Act 2010 (Act 709)

The Personal Data Protection Act 2010 (“PDPA 2010”) regulates the processing of personal data in commercial transactions and provides for matters connected therewith and incidental thereto. The PDPA 2010 applies to (a) any person who processes personal data in respect of commercial transactions and (b) any person who has control over or authorizes the processing of any personal data in respect of commercial transactions (each, a “Data User”).

The processing of personal data by a Data User shall comply with various personal data protection principles, namely (i) the “General Principle”; (ii) the “Notice and Choice Principle”; (iii) the “Disclosure Principle”; (iv) the “Security Principle”; (v) the “Retention Principle”; (vi) the “Data Integrity Principle”; and (vii) the “Access Principle” (collectively, “the Personal Data Protection Principles”), as stipulated and defined in the PDPA 2010.

A Data User who contravenes the Personal Data Protection Principles commits an offence and shall, on conviction, be liable to a fine not exceeding RM300,000, or to imprisonment for a term not exceeding two years, or to both.

As of the date of this prospectus, we are not aware of any non-compliance of I Bella or its subsidiaries pursuant to the PDPA 2010.

Regulations Related to Employment and Social Security

Employment Act 1955 (Act 265)

In Malaysia, the primary employment law is the Employment Act 1955 (the “EA 1955”), which outlines important employment terms and conditions such as annual leave, paid maternity leave, minimum working conditions, contract termination procedures, and protections against discrimination. The EA 1955 also includes provisions related to wages, ensuring employees are paid in line with the government’s minimum wage standards.

Following the Employment (Amendment) Act 2022, the EA 1955 now applies to all employees, regardless of their monthly salary. However, employees earning over RM4,000.00 per month are exempt from certain provisions, particularly those related to working hours, rest days, and overtime pay. Despite these exemptions, employees earning more than RM4,000.00 are still entitled to other benefits under the EA 1955, including annual leave, maternity leave, and protections related to termination and anti-discrimination.

As of the date of this prospectus, we are not aware, nor do we have knowledge, of any non-compliance of I Bella or its subsidiaries pursuant to the EA 1955.

Industrial Relations Act 1967 (Act 177)

The Industrial Relations Act 1967 (the “IRA 1967”) governs issues related to trade disputes, trade unions, and matters before the Industrial Court. It provides a framework for resolving disputes between employers and employees, including cases of unfair dismissal. Additionally, the IRA 1967 regulates the recognition of trade unions and the establishment of collective agreements. In conjunction with the EA 1955, the IRA 1967 serves to safeguard employee rights in Malaysia.

The Industrial Court, established under the IRA 1967, is authorized to resolve disputes arising under the IRA 1967, including issues related to the terms and conditions of collective agreements when parties are in disagreement. It also addresses the critical issue of determining whether an employee’s dismissal was made with or without just cause or excuse. If the Industrial Court rules that a dismissal was without just cause, it may order the reinstatement of the employee to their previous position, along with an award of back wages from the date of dismissal to the date of the court’s decision.

The IRA 1967 primarily aims to promote positive relationships and fair dealings between employers, employees, and trade unions, provide remedies not available under common law or the EA 1955, and apply specifically to employees in the private sector.

As of the date of this prospectus, we are not aware of, and have received no notice from any authority regarding, any non-compliance pursuant to the IRA 1967, nor has any action been brought against I Bella or its subsidiaries in the industrial court of Malaysia.

Occupational Safety and Health Act 1994 (Act 514)

The Occupational Safety and Health Act 1994 (“OSHA 1994”) in Malaysia is legislation designed to safeguard workplace safety and health, significantly affecting both employers and employees. Enacted to ensure a secure working environment, OSHA 1994 outlines comprehensive responsibilities for employers, employees, and relevant authorities. OSHA 1994 focuses on preventing workplace hazards and accidents by implementing effective safety management systems, conducting risk assessments, and providing training programs. Through the promotion of a safety-conscious culture and accountability, OSHA 1994 aims to reduce occupational injuries and illnesses, thereby enhancing the overall well-being and productivity of the workforce.

Additionally, the Occupational Safety and Health (Amendment) Act 2022 (“OSHAA 2022”) was enacted in 2022 to amend certain provisions of the original OSHA 1994. As a result of these amendments, OSHA 1994 now applies to all workplaces in Malaysia, including public services and statutory authorities, with the exception of domestic employment, the armed forces, and work on board ships governed by the Merchant Shipping Ordinance 1952, the Sabah Merchant Shipping Ordinance 1960, or the Sarawak Merchant Shipping Ordinance 1960.

As of the date of this prospectus, there has been no non-compliance incident which could have material adverse impact on our business operations or financial performance.

Employees’ Social Security Act 1969 (Act 4)

The Employees’ Social Security Act 1969 (the “ESSA 1969”) provides social protection to employees in Malaysia against income loss resulting from workplace accidents, occupational diseases, or invalidity. This legislation is designed to ensure the well-being and financial security of employees across various sectors, such as manufacturing, construction, and other workplaces. Under the ESSA 1969, employers are obligated to make monthly contributions to the Social Security Organization (SOCSO) on behalf of their employees. SOCSO manages benefits through two primary schemes, the Employment Injury Scheme and the Invalidity Scheme, both of which offer financial support and medical care to eligible employees who experience accidents, injuries, or illnesses that impair their ability to work. Employers who fail to make the required contributions may face penalties, including fines of up to RM10,000.00 and/or imprisonment for up to two years.

As of the date of this prospectus, we have no knowledge, and are not aware of any instances of non-compliance of I Bella or its subsidiaries pursuant to the ESSA 1969.

Employees Provident Fund Act 1991 (Act 452)

The Employees Provident Fund Act 1991 (the “EPFA 1991”) mandates that both employees and employers make monthly contributions to a national fund administered by the Employees Provident Fund. The EPFA 1991 establishes a retirement savings scheme for employees and regulates the management of these funds to ensure financial security in retirement. The EPFA 1991 also addresses various aspects, including withdrawal conditions, investment options, and the distribution of benefits. Employers who fail to remit the required contributions on behalf of their employees are committing an offence and, upon conviction, may be subject to a fine of up to RM10,000.00 and/or imprisonment for up to three years. In cases where a company, firm, or association neglects to make the contributions, the directors, partners, or office-bearers (including those in these positions during the period when the contributions were due) will be held jointly and severally responsible for paying the outstanding contributions.

As of the date of this prospectus, we have no knowledge, nor are we aware of any instances of non-compliance of I Bella and its subsidiaries pursuant to the EPFA 1991.

Employment Insurance System Act 2017 (Act 800)

The Employment Insurance System Act 2017 (the “EISA 2017”) establishes an insurance program that offers financial support and re-employment placement services to employees who become unemployed. Under Section 18 of the EISA 2017, both employers and employees are obligated to make contributions based on the employee’s monthly salary, in accordance with the contribution rates specified in the Second Schedule of the EISA 2017. Failure to comply with these contribution requirements may result in penalties, including a fine of up to RM10,000.00 and/or imprisonment for up to two years.

As of the date of this prospectus, we have no knowledge, and nor are we aware of any instances of non-compliance of I Bella and its subsidiaries pursuant to the EISA 2017.

Income Tax (Deduction from Remuneration) Rules 1994

The Income Tax (Deduction from Remuneration) Rules 1994 (the “ITR 1994”) require employers to deduct a specified amount from their employees’ salaries each month for income tax purposes. These deductions must adhere to the rates specified in the applicable tax schedule issued by the Inland Revenue Board of Malaysia. Employers are responsible for making the deductions and remitting the payments to the Director General of Inland Revenue Malaysia by the 15th of each month. Additionally, they are required to submit a return detailing the employees from whom deductions were made or should have been made. Failure to comply with these requirements, without a valid justification, is considered an offence. If convicted, the responsible individual may face a fine ranging from RM200 to RM20,000, imprisonment for up to six months, or both.

As of the date of this prospectus, we are not aware nor do we have knowledge of any non-compliance of I Bella or its subsidiaries pursuant to the ITR 1994.

Minimum Wage Order 2024

Pursuant to the Minimum Wage Order 2024 (“MWO 2024”), which came into effect on February 1,2025, Malaysia’s minimum wage will increase to RM1,700.00 per month for most businesses beginning August 1, 2025. This applies to companies with five or more workers, as well as employers engaged in professional activities, regardless of the number of employees they hire. On August 1, 2025, the minimum wage of RM1,700.00 will be extended to all employers, including those with fewer than five employees. Employers who fail to comply with the minimum wage order may face a fine between RM1,000.00 to RM20,000.00 or imprisonment for up to five years.

As of the date of this prospectus, we are not aware nor do we have knowledge of any non-compliance of I Bella and its subsidiaries pursuant to the MWO 2024.

Regulations Related to Taxation

Income Tax Act 1967 (Act 53)

The Income Tax Act 1967 (“ITA 1967”) governs the taxation of income in Malaysia. Under the ITA 1967, companies and individuals are subject to income tax on income earned, derived, or received in Malaysia. A company is considered a tax resident in Malaysia if its management and control are exercised within the country. The ITA 1967 requires

taxpayers to file accurate tax returns and report all taxable income. Penalties for non-compliance, including understating income or providing false information, can include fines ranging from RM1,000.00 to RM10,000.00, along with a special penalty equal to twice the amount of tax undercharged. These provisions ensure transparency and fair taxation in Malaysia’s business environment.

As of the date of this prospectus, we are not aware of any non-compliance incidents of I Bella and its subsidiaries pertaining to the ITA 1967.

Service Tax Act 2018 (Act 807) and Sales Tax Act 2018 (Act 806)

Sales and Services Tax (“SST”) was reintroduced by the Malaysian Government on September 1, 2018 to replace the Goods and Services Tax (“GST”). Unlike GST, there are two separate pieces of legislation that govern the sales and services tax regime, namely the Sales Tax Act 2018 (“SalesTA 2018”) and the Service Tax Act 2018 (“ServiceTA 2018”), which impose sales tax and service tax accordingly. Sales tax is a single stage tax charged and levied on all taxable goods manufactured in or imported into Malaysia. On the other hand, service tax is imposed on certain prescribed services called “taxable services”. A person who provides taxable services exceeding a specified threshold is required to be registered and is known as a “taxable person”, who is required to charge service tax on his taxable services made to his customers.

Under Section 13(5) of both the SalesTA 2018 and the ServiceTA 2018, it is an offence for a business that offers taxable services with annual sales exceeding the SST threshold to not be registered for SST. SST-registered businesses are required to charge and collect SST from their customers and submit the collected SST to the Royal Malaysian Customs Department (“RMCD”) every two months. Additionally, these businesses must maintain accurate records of their transactions and file regular SST returns with the RMCD.

Pursuant to Section 26(6) and 26(7) of the ServiceTA 2018 and Section 26(7) and 26(8) of the SalesTA 2018, failure to file SST returns or failure to pay the requisite SST payments within the specified time frame may result in legal consequences, such as a fine not exceeding RM50,000, imprisonment for a term not exceeding three years, or both. Additionally, pursuant to Section 26(8) of the ServiceTA 2018 and Section 26(9) of the SalesTA 2018, late payment of SST may incur penalties. Initially, penalties are set at 10% of the unpaid amount for the first 30-day period, followed by an additional penalty of 15% for the second 30-day period and every subsequent 30-day period.

No penalty is expressly provided for persons who commit an offence under the ServiceTA 2018 and SalesTA 2018. On conviction, such persons shall be liable to the general penalty provided under Section 79 of the ServiceTA 2018 and Section 94 of the SalesTA 2018, including a fine of up to RM30,000 or imprisonment for a term not exceeding two years, or both.

As of the date of this prospectus, we have no knowledge, and are not aware of any instances of non-compliance of I Bella and its subsidiaries in respect of the SalesTA 2018.

Regulations Relating to Foreign Exchange Rules

Financial Services Act 2013 (Act 758)

The Financial Services Act 2013 (FSA 2013) provides regulation and supervision of financial institutions, payment systems, and other relevant entities and the oversight of the money market and foreign exchange market to promote financial stability and for related, consequential, or incidental matters.

Pursuant to the Foreign Exchange Administration Rules, a resident entity with domestic ringgit borrowing is only allowed to invest abroad up to RM50 million per calendar year (“Maximum Foreign Investment”). For the avoidance of doubt, in the case of a group consisting of several resident entities, the limit of such Maximum Foreign Investment applies to a group on an aggregate basis.

Notwithstanding the above, the Foreign Exchange Administration Rules allow non-residents to repatriate or remit abroad divestment proceeds, profits, dividends, or any income arising from investments in Malaysia. Repatriation, however, must be made in foreign currency.

As such, if I Bella or its subsidiaries intend to invest amounts exceeding the Maximum Foreign Investment, we will be required to seek approval from the controller of Foreign Exchange, who is also the Governor of the Central Bank of Malaysia.

MANAGEMENT

Set forth below is information concerning our directors and executive officers.

The following individuals are our executive management and members of the board of directors.

The following is a brief biography of each of our executive officers and directors:

Ms. Yen Tsing Then has served as our Director since May 2025 and our CEO and Chairperson of the Board since June 2025. Ms. Then is an entrepreneur with over 22 years of experience in the beauty, wellness, and aesthetic medicine industries, and has served as the director of I Bella since October 2013. As the founder and director of I Bella, Ms. Then oversees operations, brand development, and business growth of I Bella and its subsidiaries. In March 2012, Ms. Then founded the predecessor of I Bella, I Perfect Aesthetic Sdn Bhd. From February 2010 to February 2012, Ms. Then served as Sales Manager at Laco Sdn Bhd, where she was responsible for leading a team to achieve strategic sales growth. From January 2003 to January 2010, Ms. Then served at Kalo Cosmetic Surgery Sdn Bhd, where she advanced to Cosmetic Surgery Consultant, advising customers on surgical and non-surgical procedures in collaboration with medical professionals. Ms. Then began her career in 1999 with Shiseido Malaysia Sdn Bhd, gaining hands-on experience in customer engagement and product education.

Mr. Yee Keong Cheah will serve as our CFO starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. He is a finance professional and business leader with over 30 years of experience in financial management, strategic planning, operations, and business development across a diverse range of industries, including hospitality, manufacturing, and food and beverages. His last job was serving as Director of Finance at New Ocean World Fine Food City Sdn. Bhd. since September 2023, where he played a pivotal role in financial strategy, project leadership, and operational setup for the company’s multi-concept dining operations in Malaysia. He oversaw financial reporting, long-term budgeting, systems implementation, licensing, and stakeholder engagement with local authorities. From August 2015 to October 2022, Mr. Cheah held key leadership roles at IOI Properties Group Berhad (Finance Manager), Linocraft Printers (Financial Controller), and ELANTAS Malaysia (Head of Finance). From October 2008 to July 2015, he served as General Manager (Finance & Admin) for Palmgold Vietnam, managing hospitality and gaming operations in Vietnam, Philippines, and Sabah. His first venture into the corporate sector was at Jardine One Solution, and he began as an External Auditor with Arthur Andersen, gaining exposure to audit engagements across public-listed companies and multinational corporations. Mr. Cheah holds a Master of Business Administration degree from Cardiff Metropolitan University, and a Bachelor of Business (Accountancy) degree from RMIT University. Mr. Cheah is a Chartered Accountant with the Malaysian Institute of Accountants and a Fellow CPA of CPA Australia.

Datuk Sudhagar A/L Sathival will serve as our independent director from the effective date of the registration statement of which this prospectus is a part. From January 2014 to May 2020, Datuk Sathival served as a partner at VR Advisory, where he was responsible for its audit, tax planning, liquidation, and recovery business. Since January 2020, he has been the CFO at TTL Berhad, where he supervises its overall finance and operations. Since February 2023, he has been a partner at Ahmad Abdullah & Goh, where he has been handling the firm’s financial audit work. Datuk Sathival holds the professional designation of Chartered Accountant (Malaysia) conferred by the Malaysian Institute of Accountants. He received his bachelor’s degree in Accounting from University Putra Malaysia in 2004 and his Ph.D. in Accounting and Audit Forensics from Charisma University in 2022.

Mr. Lee Thiam Soon will serve as our independent director from the effective date of the registration statement of which this prospectus forms a part. Lee Thiam Soon has over 25 years of experience in finance and management, with deep expertise in mergers and acquisitions (M&A), M&A integration, tax due diligence, business continuity planning, corporate tax planning, and corporate structure optimization. His industry background spans across various technologies and industries, including MedTech, manufacturing, IT solutions, semiconductors, oil and gas and consulting services. Mr. Lee currently serves as the Head of International Tax for AAC Technologies since January 2024 and holds directorships in several of the company’s subsidiaries. Prior to this, Mr. Lee was a tax business partner for the hardware and services business unit in the Asia-Pacific region, or APAC, at Google from February 2021 to December 2024.

From October 2018 to January 2021, he led the APAC tax functions for Fitbit in connection with its acquisition by Google. His earlier career includes tax and finance roles at Amphenol, FCI, Atos and Agilent Technologies. Mr. Lee holds a Bachelor Degree in Accountancy from the University of Otago in New Zealand and a Diploma in Taxation from the Institute of Certified Public Accountant of Singapore.

Mr. Linus Yong Keen Hun will serve as our independent director from the effective date of the registration statement of which this prospectus forms a part. Since November 2022, Mr. Yong has served as an Application Technical Consultant at BirchStreet Systems in Kuala Lumpur, where he works with stakeholders to gather requirements, write Structured Query Language (SQL) queries, conduct user acceptance testing, and analyze system integrations to deliver software solutions. From November 2020 to March 2022, he was a buyer in the Procurement Department at Wistron Technology in Klang, managing supplier negotiations, sourcing, and international freight coordination. He holds a Bachelor of Business in Hotel Management from Torrens University Australia — Blue Mountains International Hotel Management School, Sydney.

Our Board will consist of three directors who satisfy the “independence” requirements under the Nasdaq corporate governance rules upon the effective date of the registration statement of which this prospectus forms a part.

Pursuant to our articles of association, unless otherwise determined by our Company in a general meeting, we are required to have a minimum of three directors and the exact number of directors will be determined from time to time by our board of directors.

Under our articles of association, a director may be appointed by ordinary resolution or by the directors. An appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no such term will be implied in the absence of express provision. It is expected that, whether by ordinary resolution or by the directors, each director will be appointed on the terms that the director will hold office until the appointment of the director’s successor or the director’s re-appointment at the next annual general meeting, unless the director has sooner vacated office.

For additional information, see “Description of Shares — Directors.”

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

Our board of directors will consist of four directors. Our board of directors has determined that our three independent director nominees, Datuk Sudhagar A/L Sathival, Lee Thiam Soon, and Linus Yong Keen Hun satisfy the “independence” requirements of the Nasdaq corporate governance rules.

Duties of Directors

Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence, and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act. See “Description of Shares — Differences in Corporate Law” for additional information on our directors’ fiduciary duties under the BVI law. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

•        appointing officers and determining the term of office of the officers;

•        exercising the borrowing powers of the company and mortgaging the property of the company; and

•        executing checks, promissory notes, and other negotiable instruments on behalf of the company.

A director must immediately disclose the interest to all other directors after becoming aware of the fact that they are interested in a transaction entered into or to be entered into by the Company. Subject to compliance with the BVI Act, a director shall not, by reason of that director’s office, be accountable to the Company for any remuneration, profit or other benefit derived, or resulting, from derived from such transaction and no such transaction shall be liable to be avoided on the grounds that a director has an interest in it or derives any remuneration, profit or other benefit from it.

A disclosure is only made when it is brought to the attention of every director. The disclosure by a director that they are a member, director, officer or trustee of another named entity or other individual, or has a fiduciary relationship with respect to the entity or individual, and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure of interest, be entered into with the Company or that director, is a sufficient disclosure of interest in relation to that transaction.

Terms of Directors and Executive Officers

Each director holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal. All of our executive officers are appointed by and serve at the discretion of our board of directors.

A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Pursuant to employment agreements, the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus is a part, we agree to employ each of our executive officers for an indefinite period of time, until we or our executive officer terminates the employment by giving six (6)-month prior written notice or six (6)-month salary in lieu of the notice. Each executive officer agrees to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

We will also enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Compensation of Directors and Executive Officers

For the fiscal year ended March 31, 2025, we paid an aggregate of RM482,876 ($108,953) as compensation to our, executive officers and directors. None of our non-employee directors have any service contracts with us that provide for benefits upon termination of appointment. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. I Bella is required by law to make contributions equal to certain percentages of each employee’s salary for his or her statutory benefits. As of the date of this prospectus, I Bella has made the required contributions for the employee’s statutory benefits and are in compliance with relevant laws and regulations.

Insider Participation Concerning Executive Compensation

Our board of directors has been making all determinations regarding executive officer compensation from the inception of the Company. When established, our Compensation Committee will determine regarding executive officer compensation.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this offering for:

•        each of our directors and executive officers; and

•        each person known to us to own beneficially more than 5% of our Class A Ordinary Shares and Class B Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares and Class B Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 17,187,500 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering is based on 19,062,500 Class A Ordinary Shares outstanding immediately after the completion of this offering, assuming the underwriters do not exercise their Over-Allotment Option and 2,500,000 Class B Ordinary Shares outstanding.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary Shares and Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that any such person have voting or investment power with respect to securities. In computing the number of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants, or convertible securities, including Preferred Shares, held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. As of the date of the prospectus, we have 14 shareholders of record, none of whom are located in the United States. We will be required to have at least 300 unrestricted round lot shareholders at closing in order to satisfy the Nasdaq listing rules.

Percentage of beneficial ownership of each listed person prior to this offering is based on 17,187,500 Class A Ordinary Shares outstanding as of the date of this prospectus.

____________

Notes:

(1)     Each holder of our Class A Ordinary Shares is entitled to one vote per share. Each holder of our Class B Ordinary Shares is entitled to 20 votes per share. For the person or group included in this column, percentage of total voting power represents

voting power based on both Class A Ordinary Shares and Class B Ordinary Shares held by such person or group with respect to all of our outstanding Class A Ordinary Shares and Class B Ordinary Shares. Our Class B Ordinary Shares are convertible at any time by the holder into Class A Ordinary Shares on a one-for-one basis.

(2)      Unless otherwise indicated, the business address of each of the individuals is No. 16 Jalan Radin Bagus 1, Bandar Baru Seri Petaling, Kuala Lumpur, 57000 Wilayah Persekutuan, Malaysia.

(3)      Represents 1,595,745 Class A Ordinary Shares directly held by Yen Tsing Then, our CEO, director, and Chairperson of the Board, and 2,414,984 Class A Ordinary Shares held through MVdeal Inc. MVdeal Inc is a company incorporated in BVI on May 8, 2025 and having its registered address at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Yen Tsing Then.

(4)     Represents 5,869,531 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares held through Arrow Peak Sdn Bhd, a company incorporated in Malaysia on October 14, 2022 and controlled by Poh Mei Lai, with its registered address at 27-2, Jalan 109E, Jalan Desa Off Jalan Klang Lama, Taman Desa, 58100 Kuala Lumpur, Wilayah Persekutuan. As of the date of this prospectus, Wei Keong Ho, the spouse of Poh Mei Lai, holds 850,000 Class A Ordinary Shares through Silkstream Inc and Poh Mei Lai holds 850,000 Class A Ordinary Shares through Nicerin Ltd. For purposes of Sections 13(d) and 13(g) of the Securities Act, Poh Mei Lai may be deemed to beneficially own an aggregate of 7,569,531 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares.

As of the date of this prospectus, none of our outstanding Class A Ordinary Shares are held by record holders in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

RELATED PARTY TRANSACTIONS

The Company’s relationships with related parties who had transactions with the Company are summarized as follows:

____________

*        Poh Mei Lai who is the ultimate control person of Arrow Peak Sdn Bhd, has entered into the PAC Agreement with Yen Tsing Then on May 8, 2025.

The balances with related parties as at the fiscal year/period are as follows:

____________

(1)      This represents an amount due to Yen Tsing Then for the disposal of two motor vehicles, which is non-trade in nature, unsecured, interest-free, repayable on demand. The Company does not intend to engage in additional non-trade advances or similar related party transactions.

(2)      This represents an advance due to Arrow Peak Sdn Bhd for renovation work related to the opening of the Johor branch, which is non-trade in nature, unsecured, interest-free, repayable on demand. The Company does not intend to engage in additional non-trade advances or similar related party transactions.

(3)      This represents an advance due from I Perfect Aesthetic Sdn Bhd for rental payment for a leased premise located at No. 16, Jalan Radin Bagus 1, Bandar Baru Seri Petaling, 57000 Kuala Lumpur. The Company does not intend to engage in additional non-trade advances or similar related party transactions.

Related party transactions

DESCRIPTION OF SHARES

The following description of our issued shares and provisions of the BVI Act and our memorandum and articles of association currently effective and will continue to be effective after closing of this offering, are summaries and do not purport to be complete. Reference is made to our memorandum and articles of association, copies of which are filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as our “articles of association”).

We were incorporated as a BVI company under the BVI Act in the British Virgin Islands on May 8, 2025.

Ordinary Shares

We are authorized to issue a maximum of 500,000,000 no par value shares divided into 450,000,000 Class A Ordinary Shares no par value, and 50,000,000 Class B Ordinary Shares no par value. All of our issued and outstanding Class A Ordinary Shares are fully paid and non-assessable. Shares are issued in registered form. There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed. Under the BVI Act, the Class A Ordinary Shares are deemed to be issued when the name of the shareholder is entered in our register of members. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the Company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the BVI Courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct the company to pay all costs of the application and any damages the applicant may have sustained.

Subject to the provisions of the BVI Act and our articles of association regarding redemption, purchase, and issuance of the shares, the directors have general and unconditional authority to issue and allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times, for such consideration and on such terms and conditions as they may decide.

Listing

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “IBL.”

Transfer Agent and Registrar

The transfer agent and registrar for the Class A Ordinary Shares is VStock Transfer, LLC, at 18 Lafayette Place, Woodmere, NY 11598.

Distributions

Shareholders holding Class A Ordinary Shares and Class B Ordinary Shares in our Company are entitled to receive such dividends as may be declared by our board of directors subject to the BVI Act and the articles of association.

Shareholders’ Voting Rights

Any action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution of members in writing, each in accordance with the articles of association. At each meeting of shareholders, each shareholder of Class A Ordinary Shares who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Class A Ordinary Share that such shareholder holds and each shareholder of Class B Ordinary Shares who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have 20 votes for each Class B Ordinary Share that such shareholder holds. Where two or more persons are registered as the holders of an Ordinary Share of any class, the following applies:

(a)     if two or more persons hold Class A Ordinary Shares of any class jointly, each of them may be present in person or by proxy at a meeting of shareholders and may speak as a shareholder;

(b)    if only one of the joint owners is present in person or by proxy, he may vote on behalf of all joint owners; and

(c)     if two or more of the joint owners are present in person or by proxy they must vote as one and in the event of disagreement between any of the joint owners of Class A Ordinary Shares of any class then the vote of the joint owner whose name appears first (or earliest) in the share register in respect of the relevant Class A Ordinary Shares shall be recorded as the vote attributable to the Class A Ordinary Shares.

Election of Directors (Cumulative Voting Rights)

There is nothing under British Virgin Islands law which specifically prohibits or restrict the creation of cumulative voting rights for the election of our directors. Our articles of association do not provide for cumulative voting for elections of directors.