Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

Commission file number 000-56815

1 Kampong Ampat

#08-11 One KA MacPherson

Singapore 368314

+65 8805 3151

(Address of principal executive office)

Ka Miew Hon

1 Kampong Ampat

#08-11 One KA MacPherson

Singapore 368314

+65 8805 3151

ir@khob.site

(Name, Telephone, E-Mail and Address of Company Contact Person)

Securities registered under Section 12(g) of the Exchange Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐     No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☒     No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐   No ☒

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 8,092,000 ordinary shares issued and outstanding as of February 27, 2026.

INTRODUCTION, CERTAIN TERMS AND CONVENTIONS

This Annual Report on Form 20F is filed by Kheoba Limited., a British Virgin Islands corporation and foreign private issuer, for the fiscal year ended October 31, 2025. Kheoba Limited is referred to in this report, together with its affiliates and subsidiaries, as “Kheoba,” “KHEOBA,” , or as “KHOB,” “Company,” “Group,” “we,” “our,” or “us.”

We have several subsidiaries to aid the expansion of our operations. We have also experienced reorganization, reincorporation, and significant corporate structural changes. To promote clarity within our annual report, we have listed several entities and their names that we may use interchangeably:

We initiated our operations in 2021 and position ourselves as software solution expert. We specialized in tourism industry in Europe at the beginning and now has expanded our services to clients in various industries across Europe and Asia. Meanwhile, while retaining its European client base, the Company laid out a regional expansion plan into Asian market, leveraging its expertise and proven operational model to serve emerging Asian software market.

The Company established wholly-owned subsidiaries in Singapore and Hong Kong starting from February 2025 to conduct its software consulting business. The software consulting business consist of referring our clients to software developers who can provide multiple modular components, enabling clients to purchase specific modules that align with their operational requirements, custom software solutions and web 3 consulting services.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements and information that reflect the views and assumptions of our management, based on data currently available. Any statement in this report that does not relate to historical fact should be considered a forward-looking statement within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are derived from our present expectations, assumptions, and projections about future conditions and events.

Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As such, actual results and performance may differ materially from those anticipated. Key risks and uncertainties include, but are not limited to:

Table of Contents

PART I

Item 1: Identity of Directors, Senior Management and Advisers

Not Applicable

Item 2: Offer Statistics and Expected Timetable

Not Applicable

Item 3: Key Information

DIVIDENDS

No cash dividends were paid on our shares of common stock during the fiscal years ended October 31, 2025 and 2024.

A. [Reserved]

B. Capitalization and Indebtedness

Not Applicable.

C. Reasons for the Offer and Use of Proceeds

Not Applicable.

D. Risk Factors

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks as well as all other information contained in this annual report, including the matters discussed under the headings “Forward-Looking Statements” and “Item 5. Operating and Financial Review and Prospects” before you decide to make an investment in our Class A Ordinary Shares. KHEOBA BVI is a holding company with substantial all of its operations in Singapore and Hong Kong, and is subject to a legal and regulatory environment that in many respects differs from the United States. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Such risks are not exhaustive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the date of this annual report. Known and unknown risks and uncertainties may significantly impact and impair our business operations through our subsidiaries in Singapore and Hong Kong.

RISK FACTORS SUMMARY

Our business is subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this annual report. The main risks set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors”, which you should read in its entirety.

Risks Related to Our Business and Industry

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

Risks Related to Our Securities

In addition to the risks and uncertainties described above, we are subject to risks relating to Class A Ordinary Shares, including, but not limited to, the following:

RISK FACTORS

Risks Related to Our Business and Industry

We have a limited operating history and have experienced rapid growth under an evolving business model, which may not be a reliable indicator of future performance.

We are a development-stage company with a limited operating history and a rapidly evolving business model. Our company has pivoted from a tourism-focused software platform to a broader SaaS and consulting model, expanding into ERP/CRM and Web3 services in 2025. While recent financial results show rapid revenue growth and a swing to profitability, these results are from a low base and may not be indicative of future performance. The company's ability to sustain growth and profitability depends on successful execution in new markets, timely collection of accounts receivable, and effective management of increased payables and tax obligations. The project-driven nature of the business, high customer concentration, and reliance on partner developers introduce significant execution and operational risks. If we fail to maintain deal flow, collect receivables, or manage costs, its financial condition and results of operations could be materially and adversely affected.

If we are unable to attract new clients to our technology services or increase revenues from existing clients, we may fall short of our growth objectives.

Our strategy is to significantly expand our client base to diversify revenue streams and drive growth. To support this, we continue to invest in marketing initiatives and business development opportunities. Leveraging the technologies and domain expertise gained from serving our clients, we are providing guidance to companies that are in search of standardized CRM and ERP products.

Although these CRM and ERP offerings are expected to be priced lower than our customized solutions, the model is designed to reach a broader customer base. The success of this initiative will depend on our ability to quickly acquire and retain a large volume of users to offset lower per-customer revenues.

We may also pursue entry into new market sectors where our experience is limited, requiring additional investments in marketing, sales infrastructure, and product localization. Our ability to attract new clients and grow revenues from existing ones will depend on several factors, including the quality and competitiveness of our offerings, the effectiveness of our go-to-market strategy, and the strength of our competitors. Failure to successfully launch and scale our software consulting business or expand into new customer segments could materially and adversely impact our future growth.

Our concentrated customer base may result in significant volatility in our revenue if we lose one or more key customers.

A substantial portion of our revenue is derived from a small number of customers, with the largest customer accounting for approximately 31% of total revenue, and top 3 clients representing 66% of overall revenue in the fiscal 2025. This high customer concentration exposes us to the risk of revenue volatility and loss of key accounts. The project-driven nature of the business further amplifies this risk, as the timing and size of projects can result in lumpy revenue recognition and cash flow fluctuations. If we lose a major customer or experiences delays in project completion or payment, its financial performance and liquidity could be adversely impacted.

Our business mode involves extending credits to customers, and our accounts receivable risks may adversely affect our liquidity and financial condition.

Our company’s rapid growth has resulted in a significant increase in accounts receivable, which totaled $187,828 as of October 31, 2025. This represents a substantial portion of current assets and revenue. The company's liquidity and ability to fund operations depend on the timely collection of these receivables. Delays or defaults in customer payments could strain working capital, limit the company's ability to invest in growth, and necessitate external financing. The concentration of receivables among a small number of customers further heightens this risk. Failure to manage working capital effectively could have a material adverse effect on our business and financial condition.

We have a limited management team, which may expose us to governance risks and operational challenges.

Our management team is highly concentrated, with Ka Miew Hon serving as both Chief Executive Officer and Chief Financial Officer. No additional executive or board member information is disclosed in public filings. The lack of independent directors, governance committees, and formal oversight structures is atypical for companies preparing for a public offering and may raise concerns regarding internal controls, strategic decision-making, and risk management. Weaknesses in governance could result in operational inefficiencies, regulatory scrutiny, or failure to identify and mitigate emerging risks, potentially impacting the company's reputation and ability to attract investors.

We rely on third-party developers, vendors, and supply chain partners for our projects, and any disruption in their operations or failure to fulfill their roles could adversely affect our business.

We rely on partner developers and third-party vendors to source and fulfill ERP/CRM and Web3 projects, particularly in its new Asian subsidiaries. This dependence introduces risks related to vendor performance, quality control, and supply chain disruptions. Vulnerabilities or failures in the supply chain can propagate to customers and create systemic risks, including project delays, cost overruns, or contractual disputes. The company may also be exposed to risks arising from the use of open-source software, third-party APIs, and integration with external platforms. Effective vendor risk management, due diligence, and ongoing monitoring are critical to mitigating these risks. Failure to manage third-party dependencies could adversely affect our operations, customer relationships, and reputation.

We depend on the secure operation of software and cloud infrastructure, and any cybersecurity failures or data protection lapses could result in regulatory penalties, reputational harm, and material financial impacts.

Our operations depend on the secure and reliable functioning of software platforms, cloud infrastructure, and data management systems. The SaaS industry is subject to increasingly sophisticated cyberattacks, including ransomware, phishing, and supply chain breaches. Misconfigurations, weak identity and access management, insecure APIs, and vulnerabilities in third-party components can expose the company to data breaches, regulatory penalties, and reputational harm. Compliance with global data protection regulations (GDPR, CCPA, PDPA, etc.) is a major challenge, particularly as the company expands into new jurisdictions. Failure to detect, prevent, or remediate cybersecurity incidents could result in significant financial and operational impacts.

We face complex and evolving regulatory requirements across multiple jurisdictions, and any failure to comply could result in fines, sanctions, litigation, and reputational harm.

Operating across multiple jurisdictions exposes us to a complex web of regulatory requirements, including data protection, anti-corruption, export controls, and financial reporting. The company must comply with U.S. securities laws, Singapore and Hong Kong regulations, and global standards such as GDPR and CCPA. Failure to comply with applicable laws and regulations can result in fines, sanctions, litigation, and business restrictions. The absence of material litigation or regulatory actions to date does not preclude future enforcement or legal proceedings, particularly as the company expands and attracts greater scrutiny. Inadequate compliance frameworks or failure to adapt to changing regulations could materially and adversely affect our business and reputation.

We are subject to market volatility, macroeconomic uncertainty, and intense competition, which could adversely impact our growth and financial performance.

Our business and financial performance are influenced by broader market conditions and macroeconomic factors that are beyond our control. Periods of market volatility, rising interest rates, inflationary pressures, currency fluctuations, and geopolitical instability can reduce enterprise IT spending, delay customer purchasing decisions, or cause clients to scale back investments in SaaS solutions. These uncertainties may negatively affect demand for our services, impair our ability to forecast revenues, and increase the risk of customer attrition.

Furthermore, macroeconomic uncertainty and competitive dynamics may limit our ability to raise capital, attract new customers, or expand into new markets. These factors, individually or in combination, could adversely impact our operations, reduce profitability, and impair investor confidence in our company.

We require capital to expand our services and sustain operations, failure to acquire further financing may significantly hinder our operations.

Despite recent profitability and positive working capital, our management has disclosed a going-concern risk, citing the need to sustain profitability and potentially raise additional capital to support growth. The company's ability to access capital markets, secure financing on favorable terms, and manage liquidity is critical to its long-term viability. Adverse market conditions, regulatory delays, or operational setbacks could constrain access to capital and jeopardize the company's ability to fund operations, invest in growth, or meet financial obligations. Failure to address going-concern risks could result in loss of investor confidence, regulatory intervention, or insolvency.

We face intense competition in the software consulting industry, which may pressure our pricing, limit growth opportunities, and adversely affect our market position.

The SaaS and consulting markets are highly competitive, with low switching costs, rapid innovation, and intense price competition. We compete with established players such as SAP, Salesforce, Microsoft, and numerous emerging startups. These larger, well-established platforms possess significantly greater financial resources, stronger brand recognition, and broader customer bases, which makes it challenging for us to capture and retain market share. As a result, we may need to reduce prices, increase operating expenditures, or accept lower margins, any of which could negatively impact our growth prospects and overall financial performance. In addition, competitive pressures often limit us to serving small and medium-sized clients, who tend to have less predictable purchasing behavior, lower budgets, and heightened sensitivity to economic conditions, further increasing the uncertainty of our business results. The company's ability to differentiate its offerings, attract and retain customers, and maintain pricing power is critical to long-term success.

We face ongoing data privacy risks as we expand our business and potentially come into contact with sensitive customer information. Any failure to comply with data protection regulations could result in reputational harm and regulatory fines.

Although we reported no material cybersecurity incidents in 2024, our continued expansion of our SaaS consulting services and Web-3 consulting services, together with our role in advising clients on the deployment, integration, and optimization of cloud-based solutions, exposes us to ongoing cybersecurity and data privacy risks. In the ordinary course of business, we access, and process sensitive customer data, including personally identifiable information, financial records, and other proprietary business information. This heightened exposure increases the risk that cyberattacks, system misconfigurations, insider threats, or regulatory non-compliance could result in data breaches, service interruptions, reputational damage, and significant financial penalties.

As a software consulting company, our risk profile is compounded by the fact that we often integrate third-party SaaS applications, cloud infrastructure, and APIs into client environments. Vulnerabilities in these external systems, or failures by third-party providers to maintain adequate security controls, could indirectly expose us to liability or reputational harm. Moreover, clients may rely on our recommendations and implementation frameworks to achieve compliance with evolving global data protection requirements such as the EU’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and emerging regimes in Asia and other jurisdictions. Any failure to maintain robust cybersecurity and privacy frameworks internally, or to adequately advise clients on compliance, could materially and adversely affect our operations, client relationships, and financial performance.

The consulting nature of our business also creates unique risks:

Given the increasing sophistication of cyber threats and the expanding regulatory landscape, we must continue to invest in advanced security technologies, employee training, incident response planning, and compliance monitoring. Nevertheless, no system or framework can eliminate all risks. If we are unable to effectively manage these cybersecurity and privacy challenges, our business, financial condition, and results of operations could be materially and adversely affected.

We operate in a rapidly evolving industry and may face risks if we fail to effectively develop, integrate, and adapt our technology solutions to evolving client and market demands.

Our business depends on our ability to continuously integrate technology solutions that meet the evolving needs of our clients and the broader SaaS ecosystem. The rapid pace of technological change, combined with the complexity of cloud-based platforms, exposes us to significant risks in technology development. If we fail to anticipate, adapt to, or successfully implement emerging technologies, our competitive position could be materially and adversely affected.

As a consulting company, we face unique challenges in technology development:

The consulting nature of our business amplifies these risks because clients rely on us not only to deliver technology solutions but also to provide strategic guidance on their long-term digital transformation. Any shortcomings in our technology development capabilities could materially and adversely affect our operations, financial performance, and ability to attract and retain clients.

Our future growth prospects may be negatively impacted if the markets for our services do not grow as anticipated.

We are primarily engaged in software consulting, with a focus on providing CRM and ERP solutions to our customers. These services operate in highly competitive markets with numerous established players. If we are unable to compete effectively in Asia, or if demand for CRM and ERP solutions in the region grows more slowly than expected, or fails to grow at all, our business and growth trajectory could be materially and adversely affected.

Our software consulting business are concentrated in Asia, where the economy is subject to extensive regulation. Any significant regulatory changes affecting the industry could reduce demand for our services. Moreover, adverse developments in the regional economy, including downturns or other disruptions, may lead financial institutions and other customers to reduce their procurement budgets. Such reductions could directly impact demand for our services and, in turn, materially and adversely affect our business and growth prospects.

Our business depends on our ability to successfully integrate our technology in our customers, and any failure to do so could materially harm our results of operations.

Our business depends on our ability to successfully connect customers with third-party software providers and earn revenue from those arrangements. Some or all of our revenues may be derived from commissions tied to customer adoption and implementation of third-party solutions. Our success depends on our ability to attract new customers, maintain existing relationships, and ensure that customers continue to use the programs we help them set up. If customers choose not to adopt these solutions, reduce their usage, or discontinue engagement with us, our revenues could decline.

In addition, our arrangements with customers and third-party providers may involve complex terms regarding scope of services, implementation support, and payment obligations. Disputes over interpretation or enforcement of these arrangements could result in costly resolution processes, reputational harm, or loss of business. Furthermore, changes in regulatory frameworks governing software distribution, data protection, or digital assets may require us to modify our practices, potentially increasing compliance costs or limiting our ability to generate revenue from certain technologies.

Because our business model relies heavily on customer adoption of third-party solutions and our ability to facilitate these engagements, any disruption in our ability to secure, maintain, or support such relationships could materially and adversely affect our business, financial condition, and operating results

While we do not conduct in-house software development, our plan to do so in the future may lead to additional associated risks

We plan to establish our own software development department in the future to expand our ability to design, build, and deliver solutions directly to customers. While this initiative is intended to enhance our competitiveness and diversify our offerings, it introduces new risks and uncertainties.

Developing proprietary software requires significant investment in personnel, infrastructure, and research and development. We may face challenges in recruiting and retaining qualified engineers, project managers, and technical staff, particularly in competitive labor markets. In addition, our internal development efforts may not yield commercially successful products, may encounter delays, or may fail to meet customer expectations.

Our entry into direct software development could also expose us to heightened risks related to intellectual property protection, product liability, and compliance with evolving regulatory frameworks governing software, data protection, and digital assets. Furthermore, building internal capabilities may strain our financial and operational resources, diverting management attention from our existing business model. If we are unable to successfully establish and manage our software development departments, or if the products we create do not achieve market acceptance, our business, financial condition, and operating results could be materially and adversely affected.

We currently do not maintain general liability insurance to safeguard against potential customer claims or other third-party liabilities.

We currently do not maintain general liability insurance to protect against potential customer claims or other third party actions. As a result, we remain fully exposed to any liabilities that may arise in connection with our operations, products, or services. In the event that we are subject to claims for damages, whether contractual, statutory, or otherwise, we would be required to satisfy such obligations directly from our own resources or third-party actions. As a result, we remain fully exposed to any liabilities that may arise in connection with our operations, products, or services.

The absence of general liability coverage could materially increase our operating losses and negatively impact our financial position, including reductions in net worth and working capital. Furthermore, defending against claims—even if ultimately unsuccessful—could require significant expenditures of time and money, diverting management’s attention from business operations and growth initiatives. Without adequate insurance protection, our ability to absorb unexpected liabilities is limited, which may adversely affect our long-term financial stability and overall business prospects.

Any litigations could prove costly and time-consuming to defend and may materially and adversely impact our business, financial condition, and results of operations.

From time to time, we expect to be subject to claims, lawsuits, and regulatory proceedings incidental to the conduct of our business. These matters may include, but are not limited to, claims for damages arising from the use of our products or services, disputes relating to intellectual property rights, employment and labor issues, commercial disagreements, competition and trade practices, environmental concerns, personal injury claims, and insurance coverage disputes. Certain proceedings may seek both compensatory and punitive damages.

Defending against such actions could divert management’s attention away from strategic and operational priorities, while also requiring significant financial resources. In addition, we may be required to pay substantial damage awards, settlements, or comply with unfavorable equitable remedies. Any insurance coverage or indemnification arrangements we maintain may be insufficient or unavailable to fully protect us against these potential exposures. As a result, litigation risks could materially and adversely affect our operations, profitability, and overall financial stability.

Risks Related to Our Securities

Our stock price may be highly volatile, and investors may lose all or part of their investment.

The market price of our ordinary shares is likely subject to significant volatility over short periods of time. Such fluctuations may result from factors specific to our company, as well as broader market, industry, and macroeconomic conditions. These include changes in analysts’ recommendations or earnings estimates, movements in foreign exchange rates, and general political or economic developments such as recessions, interest rate changes, or currency instability.

The market price of our securities could decline materially due to numerous factors, many of which are outside our control, including:

Any of these factors could cause the market price of our ordinary shares to decline significantly, potentially resulting in substantial losses for investors.

We lack an established market for our common stock, which may limit liquidity, impair valuation, and restrict our ability to raise capital.

Our common stock is not currently listed or traded on any national securities exchange, and there is no established public market for our shares. As a result, investors may find it difficult to determine the fair market value of their holdings or to liquidate their investment at desired times or prices. The absence of a liquid trading market creates significant uncertainty regarding the valuation of our common stock and may result in wide fluctuations in any future trading prices once our shares become publicly tradable.

Without an established market, shareholders may be forced to hold their shares for an indefinite period of time, and any attempt to sell shares may be limited to privately negotiated transactions, which could occur at prices substantially below the offering price or the perceived value of the Company. This illiquidity may also impair our ability to attract new investors, limit our access to capital markets, and restrict our ability to raise additional funds through equity offerings.

Furthermore, the lack of a trading market may reduce analyst coverage and institutional investor interest, which are often critical to building market confidence and sustaining liquidity. If an active and liquid market for our common stock does not develop or is not maintained, investors may experience difficulty in reselling their shares, diminished valuations, and reduced confidence in our Company. These factors could materially and adversely affect the market price of our common stock, our ability to raise capital, and overall investor sentiment toward our business.

As a foreign private issuer, we are subject to different disclosure and corporate governance requirements than U.S. domestic issuers, which may limit investor protections.

Because we qualify as a foreign private issuer under U.S. securities laws, we are permitted to follow certain home-country corporate governance practices instead of those otherwise applicable to U.S. domestic issuers listed on U.S. exchanges. As a result, our shareholders may not have the same protections afforded to investors in companies that are subject to all the corporate governance requirements of the Exchange Act and the rules of the SEC and U.S. exchanges.

In addition, as a foreign private issuer, we are exempt from certain provisions of the Exchange Act applicable to U.S. domestic issuers, including:

We are required to file annual reports on Form 20-F and furnish certain information on Form 6-K, but investors may receive less timely or less detailed information about us than they would from a U.S. domestic issuer. This reduced disclosure frequency and flexibility in governance practices may make our common stock less attractive to investors, could limit analyst coverage, and may result in lower trading volumes or increased volatility in our share price.

If investors perceive our foreign private issuer status as reducing transparency or limiting shareholder rights, our reputation, investor confidence, and ability to raise capital in U.S. markets could be materially and adversely affected.

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements, which may limit investor protections.

We qualify as an “emerging growth company” under the JOBS Act as codified in Section(2)(a)(19) of the Securities Act of 1933 and in the United States Code at 15 USC § 77b(a)(19). As such, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

2(a)(19) The term ‘‘emerging growth company’’ means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of: (A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more; (B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title; (C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (D) the date on which such issuer is deemed to be a ‘‘large accelerated filer’’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.

For so long as we are an emerging growth company, we will not be required to:

Additionally, Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided by Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Therefore, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this permitted extended transition period. Because of this, our future financial statements may not be comparable to the financial statements of other companies that are required to comply with such new or revised accounting standards.

We may continue to take advantage of these exemptions until we no longer qualify as an emerging growth company, which could be up to five years following the completion of this offering, or until we earlier cease to qualify due to exceeding certain revenue or market capitalization thresholds. If investors perceive our reliance on these exemptions as reducing the quality of our disclosure or limiting shareholder rights, the market price of our common stock and our ability to raise capital could be materially and adversely affected.

Item 4: Information About Kheoba Limited

A. History and Development of the Company

Kheoba Corp. (KHEOBA Nevada) was incorporated in the State of Nevada, United States, on July 27, 2021. It was established as a development-stage company with a primary focus on tourist programs and software sales. Initially, KHEOBA Nevada aimed to create an online platform for private and group adventures. During KHEOBA Nevada’s early stages, the company tested various tour packages, including Georgian wine tours, Caucasus Mountains retreats, Old Tbilisi tours, Tenerife wine tours, and beginner surf lessons in Tenerife. These pilot programs were intended to validate the company’s business model and online platform features.

On January 10, 2025, KHEOBA Nevada underwent significant organizational changes. Mr. Tien Seng Tong acquired a controlling 74% equity stake in the company, leading to a change in leadership. Existing directors: Mr. Gaga Gvenetadze, Mr. Irakli Tatarishvili, and Mr. Giorgi Sambadze, resigned, and Mr. Ka Miew Hon was appointed as the new President, Chief Executive Officer and Chief Financial Officer. Mr. Hon, with over 20 years of experience in enterprise software, cloud computing, and emerging technologies, was tasked with driving the company’s expansion into the Asia-Pacific market.

In February 2025, the Company established wholly owned subsidiaries in Singapore and Hong Kong to conduct its software solutions business. The Singapore subsidiary, KHOB Pte. Ltd., is of particular strategic importance, serving as the regional headquarters for business development and client engagement in Asia.

On May 14, 2025, Kheoba Limited (KHEOBA BVI) was incorporated under the laws of British Virgin Islands.

On July 29, 2025, our board of directors determined that it is in the best interests of the Company to change our jurisdiction of incorporation from Nevada to the British Virgin Islands (the “Reincorporation”). The Majority Stockholder has executed a Written Consent approving the Reincorporation. In connection with the merger, each outstanding share of the Company’s common stock and each option to purchase common stock was exchanged, on a one-for-one basis, for Class A ordinary shares and options to purchase Class A ordinary shares of KHEOBA BVI, respectively. To facilitate the Reincorporation Merger, KHEOBA BVI formed a wholly owned subsidiary in the British Virgin Islands, Merger Sub, on May 27, 2025. KHEOBA BVI currently owns all the issued shares of Merger Sub, consisting of 50,000 Class A ordinary shares. KHEOBA Nevada has merged with KHOB Merge Sub Limited (Merge Sub), with Merge Sub as the surviving entity. KHEOBA Nevada’s will cease as a corporate entity.

On January 12, 2026, we completed a merger under the Agreement and Plan of Merger and Reorganization dated August 17, 2025 (the “Merger Agreement”). In this transaction, KHEOBA Nevada merged into Merger Sub, with Merger Sub continuing as the surviving company and remaining a wholly owned subsidiary of KHEOBA BVI. At the effective time of the merger, each share of KHEOBA Nevada common stock, par value $0.001 per share, was exchanged for one Class A ordinary share of the Company.

The chart below summarizes our corporate structure as of the date of this annual report:

B. Business Overview

Our Purpose and Vision

Our mission is to empower enterprises with mission-critical software infrastructure that drives operational excellence and facilitates seamless digital transformation. We provide the tools necessary to streamline complex management processes, enabling our clients to unlock new growth vectors and adapt swiftly to dynamic market conditions.

We envision a business landscape where organizations of all sizes are equipped with the technological resilience to thrive amidst change. We strive to be the strategic partner of choice, helping clients anticipate market shifts and realize their full potential through scalable, innovative solutions.

Strategic Focus

Corporate Background

KHEOBA Nevada was incorporated in Nevada in 2021 and initially focused on providing software solutions tailored to the tourism industry in Europe. In January 2025, KHEOBA Nevada underwent significant transformation as Mr. Tien Seng Tong acquired a controlling interest in the Company, holding approximately 74% of the outstanding common shares.

Since then, the Company has expanded its scope to include enterprise software consulting, customization, and sales of Customer Relationship Management (CRM) and Enterprise Resource Planning (ERP) modules, particularly in Asia following the establishment of subsidiaries in Singapore and Hong Kong. These offices serve as operational and administrative hubs supporting the Group’s expansion and business development in the Asia-Pacific region.

On July 29, 2025, our board of directors approved the prospectus for a merger between KHEOBA Nevada and our British Virgin Islands subsidiary, KHOB Merge Sub Limited. The merger was undertaken on January 12, 2026, to enhance corporate flexibility, reduce operating costs, and improve access to capital markets. Following the transaction, KHOB Merge Sub Limited became the surviving entity, and the Singaporean and Hong Kong subsidiaries previously held under KHEOBA Nevada were effectively consolidated as subsidiaries of KHOB Merge Sub Limited. KHEOBA Nevada ’s corporate existence will cease post completion of the merger.

Products and Services

Between 2023 and 2024, Kheoba Corp. focused on sales of software tailored to the travel industry, with particular emphasis in Georgia, the Caucasus mountain region, and Tenerife, Spain. Pilot programs included offerings such as the Georgian wine tour, the Caucasus mountain retreat, the Old Tbilisi tour, the Tenerife wine tour, and beginner surf lessons. These pilot programs were intended to validate the company’s business model and online platform features.

Following a major transformation and reorganization in January 2025, Kheoba Corp. broadened its scope beyond the travel sector and now delivers software solutions and web3 consulting services to a diverse range of small and medium-sized enterprises across multiple industries and geographic regions.

After January 2025, our products and services are customized to meet the unique requirements of each client, delivered on a case-by-case basis. We equip customers with a wide range of tools designed to address their specific management, operating, and technical needs, including but not limited to:

We also began offering Web3 consulting services, which includes but are not limited to:

Our approach is technology-agnostic and tailored to each project’s unique goals. We do not engage in the issuance, sale, or trading of tokens, nor do we provide financial, legal, or investment advice.

Seasonality

Historically, KHEOBA Nevada has derived the majority of its tourism-related revenue during the first quarter of each fiscal year, reflecting the heightened demand associated with the winter holiday season and New Year travel. This concentration of activity underscores the seasonal nature of the tourism segment, where customer inflows are closely tied to holiday calendars and discretionary spending patterns.

In contrast, the company’s software consulting operations during the 2025 fiscal year exhibited a stable and consistent revenue profile. Although this business segment has only three quarters of operating history, results from both Q2 to Q4 reflected comparable revenue levels, suggesting limited variability to date. Unlike the tourism business, which is subject to seasonal peaks, consulting revenues are primarily influenced by enterprise demand cycles and broader economic conditions, rather than calendar-driven factors.

Sales and Marketing

Since establishing wholly owned subsidiaries in Singapore and Hong Kong in February 2025, we have concentrated our business development efforts in the Asia-Pacific region, leveraging these locations as operational hubs to support client acquisition and relationship management. We focus on strategic partnerships and targeted outreach to small and medium-sized enterprises (“SMEs”) seeking software consulting, customization, and Web3 advisory services, while our marketing efforts highlight our ability to deliver tailored solutions designed to improve operational efficiency, enhance scalability, and support digital transformation. We position ourselves as technology-agnostic partners who align specific software modules with clients' unique operational requirements and aim to build long-term client relationships by delivering customized solutions and ongoing support.

Quality Control

We maintain strict quality control standards to ensure the reliability and effectiveness of our software solutions and consulting services. We implement a rigorous vetting process for all suppliers, verifying their technical capabilities and adherence to industry standards before engagement. Internally, our team continuously monitors service delivery—ranging from CRM customization to Web3 advisory—to ensure that all modular components and strategic recommendations align precisely with our clients' operational requirements and performance expectations.

Competition

The markets for enterprise software consulting, software solutions, and Web3 advisory services are highly competitive and fragmented. We compete with a wide range of participants, including established enterprise software vendors, independent software consulting firms, system integrators, and specialized Web3 advisory firms, many of which have longer operating histories, greater financial resources, broader brand recognition, and larger customer bases. Our ability to compete depends on factors such as the quality and reliability of our consulting services, responsiveness to client needs, customized and flexible solutions, relationships with software developers and partners, and our presence in key geographic markets including the Asia-Pacific. Increased competition or new market entrants may adversely affect our ability to attract and retain clients; however, we believe our focus on tailoring solutions to the specific needs of SMEs provides a competitive advantage in our target markets.

Intellectual Property, Proprietary Rights and Licenses

Some or all of our clients may require access to third-party software solutions that we help them adopt and implement. We rely on a combination of statutory and common law protections, including trade secret, copyright, patent, and trademark laws, as well as confidentiality arrangements and technical safeguards, to establish and protect our proprietary rights in the services we provide.

Our business also depends, in part, on technology developed by third parties, which may be embedded in the solutions we help customers implement or otherwise integrated into their operations. We have entered, and expect to continue entering into, numerous arrangements with third-party software providers whose products we connect to our customers. Any disruption in our ability to secure or maintain access to such third-party technology could adversely affect our ability to deliver services, generate revenues, and support customer adoption.

Description of Properties

We maintain a lean and strategic property footprint to support our business operations. Our primary operational hubs are located in Singapore and Hong Kong, with additional administrative functions managed remotely.

Our leased properties are utilized for client consulting, sales and marketing, and administrative functions. As of October 31, 2025, we have no owned real estate and relies on short-term and flexible lease agreements to align with our growth strategy and operational needs. Our right-of-use assets for leased properties totaled $36,764 as of October 31, 2025.

We do not anticipate any significant encumbrances or environmental liabilities related to its leased properties. We will continuously evaluate our property portfolio to ensure it meets the demands of our hybrid work model and supports future expansion, particularly in the Asia-Pacific region. As the company scales, we may explore additional co-working spaces or satellite offices to accommodate growth in key markets. There are no material construction or renovation projects currently underway.

Regulatory Authorities

British Virgin Islands

BVI Financial Services Commission (FSC):

As a BVI entity, Kheoba BVI is subject to the oversight of the BVI Financial Services Commission, which regulates corporate governance, financial reporting, and anti-money laundering (AML) compliance. The material effects of government regulation on KHOB Limited primarily relate to its obligations under British Virgin Islands law and international compliance standards. To maintain good standing, the company must adhere to BVI requirements, including annual filings, maintenance of beneficial ownership registers, and satisfaction of economic substance rules. While the BVI’s tax-neutral regime provides operational flexibility, Kheoba BVI is also required to comply with global tax transparency frameworks such as the Common Reporting Standard (CRS) and the Foreign Account Tax Compliance Act (FATCA). Failure to meet these obligations could expose the company to penalties, reputational harm, and potential operational disruptions, thereby materially affecting its business.

Singapore

Monetary Authority of Singapore (MAS):

MAS is the primary regulator for financial services, digital payment tokens, and blockchain-based businesses in Singapore. Kheoba’s web3 and software operations in Singapore fall under MAS oversight, particularly for activities involving crypto assets, tokenization, and digital payments. Kheoba does not engage in the issuance, sale, or trading of tokens, nor do we provide financial, or investment advice.

Personal Data Protection Commission (PDPC):

The Personal Data Protection Commission (PDPC) enforces Singapore’s Personal Data Protection Act (PDPA), which establishes a comprehensive framework governing the collection, use, and disclosure of personal data. As Kheoba delivers software solutions that process sensitive customer and enterprise information, strict adherence to PDPA requirements is essential to avoid regulatory penalties and safeguard client trust. Compliance obligations under the PDPA extend beyond technical safeguards and require the company to implement robust data security infrastructure, conduct regular audits, and ensure that personal data is collected and processed only for legitimate business purposes.

Infocomm Media Development Authority (IMDA):

The Infocomm Media Development Authority (IMDA) regulates cybersecurity, data innovation, and digital infrastructure in Singapore, establishing standards that directly impact technology companies operating in the region. For Kheoba, compliance with IMDA’s guidelines is essential to ensure that its software solutions meet national requirements for resilience, interoperability, and security. This is particularly relevant in advanced sectors such as artificial intelligence, cloud computing, and enterprise digital platforms, where IMDA sets frameworks for responsible innovation and data governance.

Hong Kong

Office of the Privacy Commissioner for Personal Data (PCPD):

The Office of the Privacy Commissioner for Personal Data (PCPD) is the regulatory authority responsible for enforcing Hong Kong’s Personal Data (Privacy) Ordinance (PDPO), which establishes the legal framework for data privacy and protection. The PDPO governs the collection, use, storage, and disclosure of personal data, and imposes obligations on organizations to ensure that such data is handled responsibly and securely. For Kheoba, whose software solutions process sensitive customer and enterprise information, compliance with PDPO requirements is critical to maintaining trust with clients and avoiding regulatory penalties.

Adherence to the PDPO requires Kheoba to implement robust data governance policies, establish clear procedures for obtaining consent, and ensure that personal data is used only for specified and legitimate purposes. The company may also adopt technical safeguards such as encryption, access controls, and regular security audits to mitigate risks of unauthorized access or data breaches. In addition, PDPO compliance necessitates employee training and the appointment of data protection officers to oversee internal practices and ensure accountability.

Failure to comply with PDPO obligations could expose Kheoba to significant legal liabilities, fines, and reputational damage, which may adversely affect its ability to attract and retain clients in Hong Kong and across Asia. Conversely, strong compliance enhances the company’s credibility and positions it as a trusted provider of enterprise software solutions in a region where data privacy concerns are increasingly central to customer decision-making.

C. Organizational Structure

We own a wholly-owned subsidiary incorporated in the British Virgin Islands, which has been merged with KHEOBA Nevada on January 12, 2026. Through this transaction, we effectively acquired three additional subsidiaries:

Collectively, these subsidiaries extend our operational footprint into Asia, strengthening our international presence and diversifying our business activities. Among them,KHOB Pte. Ltd. in Singapore contributes the majority of our consolidated revenue, reflecting its central role in driving client services.

For descriptions of our organizational structure and subsidiaries as of the date of this annual report, please see “Item 3. Key Information—Our Holding Company Structure.”

D. Property, Plants and Equipment

We own limited amount of computer equipment and office supplies.

Item 4A. Unresolved Staff Comments

None.

Item 5: Operating and Financial Review and Prospectus

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly those set forth in “Item 3. Key Information – D. Risk Factors.” All amounts included herein with respect to the years ended October 31, 2025 and 2024 are derived from our consolidated financial statements included elsewhere in this annual report. Our financial statements have been prepared in accordance with U.S. GAAP.

Background

Kheoba Limited was established on May 14, 2025 under the laws of British Virgin Islands. Kheoba Limited and its subsidiaries currently offer tailored services to our clients, designing and providing software solution and web3 consulting services to mostly small and medium sized businesses.

In 2023 and 2024, Kheoba Corp. (KHEOBA Nevada) operated in the tourism and travel industry. After Mr. Tien Seng Tong acquired a controlling 74% equity stake in the company, we have reorganized to operate in the software consulting industry for businesses beyond the travel sector. We have formed subsidiaries in Singapore (KHOB Pte. Ltd.) and Hong Kong (KHOB Limited) to expand our operation into the Asia-Pacific region. Currently, most of our current operations sources from these subsidiaries.

To enhance corporate flexibility, reduce costs, and improve access to capital markets by operating in a jurisdiction more familiar to current and prospective investors, we have formed Kheoba Limtied (KHEOBA BVI) and merged KHEOBA Nevada with our wholly owned subsidiary: KHOB Merge Sub Limited (Merge Sub), with Merge Sub emerging as the surviving entity and Kheoba Nevada will cease to exist.

Overview

Between 2023 and 2024, we have generated limited revenue and incurred net operating losses. After the significant transformation post-January 2025, we began generating significant revenue since Q2 after we shifted our focus to the broader software consulting sector. As a result, we have been generating a positive net income and healthy cash inflow for the year ended October 31, 2025.

The Software Consulting Market

The global software industry is experiencing sustained growth, fueled by widespread digital transformation across industries, the rapid adoption of cloud computing, and the integration of advanced technologies such as artificial intelligence and blockchain.

North America continues to be the largest contributor, while the Asia-Pacific region is emerging as the fastest-growing market. This acceleration is driven by significant investments in IT infrastructure and the increasing digitization of small and medium-sized enterprises (SMEs), positioning Asia-Pacific as a key engine of future industry growth.

A. Operating Results

Our 2025 Operating Results Compared to 2024 Operating Results

Revenue Performance by Segments

For the fiscal year ended October 31, 2025, we generated total revenue of $1,160,058, representing a substantial increase compared to revenue of $41,055 in fiscal 2024.

This approximately 28-fold growth reflects the strategic shift in our business model following the leadership transition under Mr. Tien Seng Tong. The change in direction introduced software consultancy and commissions as new revenue streams, which significantly contributed to the improved financial performance.

Operating Expenses

Total operating expenses for the fiscal year ended October 31, 2025 were $682,743, compared to $75,350 in fiscal 2024. The increase primarily reflects costs associated with the expansion of our operations including the following:

Operating Income and Operating Margin

For the fiscal year ended October 31, 2025, we recorded operating income of $477,315, compared to a operating loss of $34,295 in fiscal 2024. These figures imply an operating margin of 41.1% for 2025, compared to the negative margin from 2024. This turnaround reflects the combined impact of significantly higher revenue and the scaling of our operations under the revised business model. The introduction of software consultancy services following the leadership transition under Mr. Tien Seng Tong generated substantial new revenue streams, which more than offset the increase in operating expenses associated with business expansion.

Income Taxes

Income taxes are accounted for using the asset-and-liability method. Under this approach, deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities are measured using tax rates and laws currently enacted. A valuation allowance is established for deferred tax assets that, based on available evidence, are not expected to be realized.

We operate across three principal jurisdictions: Nevada (USA), Singapore, and Hong Kong SAR. Each jurisdiction offers distinct tax advantages that support our global business strategy.

Nevada does not impose a state corporate income tax, thereby reducing our overall state-level tax burden. Nonetheless, we remain subject to U.S. federal corporate income tax and may incur other state-level obligations, such as the Commerce Tax and Modified Business Tax, depending on revenue and payroll thresholds. As a Nevada-incorporated entity, dividends received from foreign subsidiaries are not subject to state taxation. At the federal level, dividends received from our wholly owned subsidiaries in Singapore and Hong Kong are taxable; however, under Section 245A of the Internal Revenue Code, we may qualify for a 100% dividends-received deduction on eligible foreign-source dividends, provided the subsidiaries meet the requirements for Controlled Foreign Corporations (CFCs). This structure enables us to optimize our global tax position while remaining compliant with U.S. tax regulations.

Singapore imposes a flat corporate income tax rate of 17%, with partial exemptions available to qualifying companies. The jurisdiction also operates a one-tier tax system, under which dividends are exempt from taxation at the shareholder level. Singapore’s transparent and business-friendly tax regime supports our regional operations through KHEOBA Singapore.

Hong Kong SAR applies a territorial tax system, taxing only profits sourced within Hong Kong. Its two-tiered profits tax regime levies a rate of 8.25% on the first HKD 2 million of profits and 16.5% on profits above that threshold. Offshore income is generally exempt, except where it falls under the refined Foreign-Sourced Income Exemption (FSIE) regime. This framework supports our operations through KHEOBA Hong Kong and Easy Smart.

Collectively, these tax environments allow us to optimize our global tax position while maintaining compliance with applicable laws and regulations.

Our 2024 Operating Results Compared to 2023 Operating Results

Our total revenue in 2024 was $41,055 compared to our 2023 revenue of $16,000. This $25,055 increase in revenue between the two fiscal periods is a result of an increase in volume of sales.

Total operating expenses amounted to $75,350 and $16,047 for the fiscal years ended October 31, 2024 and 2023, respectively. These expenses primarily consisted of general and administrative costs. The year-over-year increase of $59,303 in operating expenses for the fiscal year ended October 31, 2024 was mainly attributable to higher professional fees, increased marketing expenditures, and amortization expenses.

The net loss for the years ended October 31, 2024 and 2023 was $34,295 and $47, respectively. The net loss increased due to the increased costs of our operations.

B. Liquidity and Capital Resources

Liquidity Management

In 2023 and 2024, our primary source of cash were debt and equity sales. Cash were primarily used for operational expenses and investments into the development of KHEOBA Nevada’s website and software systems. The company experienced consecutive years of negative cash inflow until the end of 2024.

In 2025, after Mr. Tien Seng Tong reorganized the company and redefined our business direction, our cashflow turned positive after we generated a significant amount of revenue since Q2 the 2025 fiscal year. During these quarters, the majority of cash outflows sources from business operations and debt repayments.

We believe our liquid assets, combined with our accounts receivables are sufficient to meet the operating financing needs, enable currently planned capital expenditures, and support debt repayments in 2026.

Financial Debt

Financial debt is defined as the nominal volume of bank loans, commercial paper, private placements, and bonds.

As of October 31, 2025 and 2024, the balances of amount due to related parties were as follows:

Notably, on January 17, 2025, we entered into an agreement with its former director, Mr. Gaga Gvenetadze, under which debt obligations totaling $21,115 were forgiven. This amount consisted of payment on behalf of the Company $14,000 and interest-free loan $4,065 as of October 31, 2024, of which $3,050 was added in January 2025.

In addition, we reached a separate agreement with Mr. Irakli Gunia, resulting in the forgiveness of a loan payable of $15,565, consisting of interest-free loan $12,945 as of October 31, 2024, of which $2,620 was added in December 2024.

As of October 31, 2025, the Company owed $47,731 to the Company’s certain executive officers, for the Company’s working capital purposes. The amount is outstanding and payable upon request.

Cash Flows and Liquidity

Cash represents cash in bank accounts and cash in escrow account. Cash in escrow account refers to funds held by a neutral third party, which will be transferred to the Company or its suppliers promptly upon the Company's instruction. Management believes that the Company is not exposed to any significant credit risk on cash. As of October 31, 2025 and 2024, the Company did not have any cash equivalents.

As of October 31, 2025, our total assets amounts to $940,154, primarily consisting of cash of $683,483 and accounts receivable of 187,828.

As of the end of fiscal year 2025, our total liabilities amounted to $505,967, consisting of $331,402 in accounts payable, $47,731 due to related parties, $83,922 in income tax payable, $27,586 in current operating lease liabilities, $9,213 in non-current lease liabilities, and $6,113 in other current liabilities.

Cash Flows Analysis

For the Years Ended October 31, 2025 and 2024

For the years ended October 31, 2025 and 2024 the cash flow statement numbers are as follow:

Cash Flows from Operating Activities

In fiscal 2025, cash inflows from operating activities totaled $676,735, compared to net cash outflows of $23,131 in fiscal 2024. The improvement primarily reflects the Company’s transition to profitability, with net income of $430,073 in 2025 compared to a net loss of $34,295 in 2024. Operating cash generation was further supported by increased accounts payable of $330,004, higher income tax payable of $83,922, and amounts due to related parties of $47,731. These inflows were partially offset by increases in accounts receivable ($187,828) and other receivables and prepaid expenses ($4,845). The strong operating cash flow underscores the scalability of the Company’s revised business model and improved working capital management.

Cash Flows from Investing Activities
 

Cash outflows from investing activities were nil in fiscal 2025, compared to $21,130 in fiscal 2024. In the prior year, the Company invested in website and software development costs, totaling $21,130. No comparable expenditures were made in fiscal 2025, reflecting management’s focus on consolidating operations and leveraging existing technology assets. Capital expenditure remained modest, consistent with the Company’s asset-light consultancy and software development model.

Cash Flows from Financing Activities
 

Cash inflows from financing activities amounted to $5,670 in fiscal 2025, compared to $28,580 in fiscal 2024. In 2025, financing cash flows were primarily attributable to related party loans $3,050 and loan proceeds $2,620. In fiscal 2024, financing activities included proceeds from the issuance of ordinary shares $15,940 and loans payable $12,945. The reduced reliance on financing in 2025 reflects the Company’s ability to fund operations through internally generated cash flows.

Net Change in Cash
 

As a result of the above, cash and cash equivalents increased by $682,386 in fiscal 2025, compared to a decrease of $15,681 in fiscal 2024. The Company ended fiscal 2025 with cash and equivalents of $683,483, compared to $1,097 at the end of fiscal 2024. The significant improvement in liquidity provides a stronger foundation for supporting future growth initiatives and mitigating working capital risks.

Cash Flows Analysis

For the Years Ended October 31, 2024 and 2023

For the years ended October 31, 2024 and 2023 the cash flow statement numbers are as follow:

Cash Flows from Operating Activities
 

For the years ended October 31, 2024 and 2023 net cash flows used by operating activities was $23,131 and $11,127, respectively.

Cash Flows from Investing Activities

For the years ended October 31, 2024 and 2023 net cash flows used in investing activities was $21,130 and $0, respectively.

Cash Flows from Financing Activities

For the years ended October 31, 2024 and 2023 net cash flows provided by financing activities was $28,580 and $25,900, respectively

C. Research and Development, Patents and Licenses, etc.

In 2024, during the website application and infrastructure development stage, we relied on Codification 350-50-25-7, which states “Costs to obtain and register an internet domain shall be capitalized under Section 350-30-25”. Codification 350-50-25-6 states “Costs incurred to purchase software tools, or costs incurred during the application development stage for internally developed tools, shall be capitalized”.

Based on the above, we capitalized $3,500 in May 2023, and $8,130 in January 2024, under website development costs. Additionally, we capitalized $13,000 of software development costs in January 2024.

No research and development expenses were incurred in the 2025 fiscal year.

D. Trend Information

Production, Sales, and Revenue Trends

We have undergone a significant transformation in our business model, shifting from a tourism-focused software operation to a software solutions and consulting company, with a growing emphasis on Web3 technologies. For the year ended October 31, 2025, we generated $1,160,058 in revenue, compared to $41,055 in fiscal 2024. This growth was primarily driven by software consulting and customization services in CRM, ERP, and Web3 solutions contributing $660,000, commission for software sales, which accounted for $394,930 of total revenue, and software solutions generating $105,128. Our strategic pivot away from tourism toward software and consulting services has resulted in a more stable and scalable revenue stream, less susceptible to seasonal fluctuations.

Our sales pipeline has expanded significantly in 2025, with a growing number of long-term consulting contracts and software development projects in the Asia-Pacific region. While our client concentration remains high, with the top five clients accounting for 83% of total revenue in the year ended October 31, 2025, this concentration reflects strong relationships with key enterprise clients.

Cost and Selling Price Trends

Our direct project costs increased to $374,231 for the year ended October 31, 2025, up from $14,000 in the same period of 2024. This rise was attributable to higher software development costs from third-party contractor fees, and the expansion of consulting services requiring specialized expertise and higher labor costs. As a percentage of revenue, direct project costs remains relatively low at 32.3%, reflecting the high-margin nature of our software and consulting business. 

General and administrative expenses increased significantly for the year ended October 31, 2025. This increase was driven by our expansion into Singapore and Hong Kong, including lease costs, legal fees, and compliance expenses, as well as the hiring of additional personnel to support growth in the Asia-Pacific region, in which staff costs and employee benefits increased from nil in 2024 to $120,875 in 2025, and operating lease expenses increased from nil in 2024 to $18,350 in 2025. Professional fees increased from $48,486 in 2024 to $107,792 in 2025, primarily related to legal, accounting, and regulatory compliance as we established new subsidiaries and navigated international regulations. 

Our pricing model for software and consulting services is project-based or commission-based, with rates determined by the complexity of the solution or engagement and market demand for specialized services such as Web3 and blockchain integration. We have not experienced significant downward pressure on pricing, as our services are tailored to niche markets with limited competition. 

Known Trends, Uncertainties, and Commitments

We anticipate several trends and uncertainties that may impact our financial performance in the current and upcoming financial years. We expect continued revenue growth in our software and consulting segments, driven by expansion in the Asia-Pacific market through KHOB Pte. Ltd. (Singapore) and KHOB LIMITED (Hong Kong), as well as increased demand for Web3 and blockchain solutions as businesses adopt decentralized technologies. We are actively diversifying our client base to reduce concentration risk and secure recurring revenue streams. We operate in highly regulated markets, particularly in Singapore and Hong Kong, where compliance with data privacy, financial regulations is critical.

Global economic uncertainty, including inflation and geopolitical tensions, could impact client spending on software and consulting services. Currency fluctuations, particularly in SGD and HKD, may also affect our financial results, as a portion of our revenue and expenses are denominated in these currencies. Our reliance on third-party developers and contractors for software delivery introduces operational risks, including potential delays or quality issues. To mitigate these risks, we plan to invest in internal capabilities of developing software modules for our customers, in order to reduce dependency on external partners and improve delivery timelines.

The software and consulting markets are highly competitive, with numerous global and regional players. We differentiate ourselves through specialized expertise in Web3 and blockchain, tailored solutions for SMEs in the Asia-Pacific region and strong client relationships. We plan to further improve our competitive advantage by developing software in-house through a modular software approach.

Our liquidity position has improved significantly, with $683,483 in cash and cash equivalents as of October 31, 2025, compared to $1,097 at the end of fiscal 2024. We expect to maintain positive operating cash flows but may seek additional financing, whether equity or debt, to fund expansion, research and development, and strategic acquisitions.

E. Critical Accounting Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the considerations that the Company expects to receive in exchange for those goods.

The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv)allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

Recent Accounting Pronouncements

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 6: Directors, Senior Management and Employees

A. Directors and Senior Management

The following table sets forth our directors and senior management, their age and the positions they held as of the date of this annual report on Form 20-F. Unless otherwise stated, the business address for our directors and executive officers is that of our principal executive offices at 1 Kampong Ampat, #08-11 One KA MacPherson, Singapore 368314.

Mr. Tien Seng Tong has been our director since May 14, 2025. From November 2020 to November 2024, Mr. Tien Seng Tong served as a director at Normandy Advisory Services Sdn. Bhd. From 2018 to 2020, he held the position of operation director at Bestari Wholesale Sdn. Bhd.. From December 2003 to January 2018, he worked as a senior manager at TESCO. Mr. Tong graduated from University Sains Malaysia in 2003 with a Bachelor of Software Engineering degree. Mr. Tong is well-qualified to serve as a director due to his extensive experience in the IT industry and management.

Mr. Ka Miew Hon brings over two decades of experience in the information technology industry, with expertise in enterprise software, cloud computing, and emerging technologies. He earned a bachelor’s degree in computer science from Universiti Teknologi Malaysia in 2000. From 2019 to 2024, he served as Development Director at Buzz Interactive, where he strengthened workflow efficiency and enhanced client support services. Prior to that, he held a leadership role at Snappymob (2014–2019), where he spearheaded the modernization of legacy systems and advanced user interface design. Earlier in his career at XOX Malaysia, he was responsible for integrating ERP and CRM platforms. Mr. Hon is dedicated to driving innovation and cultivating collaborative engineering teams to advance technological solutions.

Family Relationships

There are no family relationships, or other arrangements or understandings between or among any of the directors, executive officers or other person pursuant to which such person was selected to serve as a director or officer.

B. Compensation

Our director, Mr.Ka Miew Hon did not receive any compensation or renumeration in 2025.

Our previous directors, Mr. Gaga Gvenetadze, Mr. Irakli Tatarishvili, and Mr. Giorgi Sambadze did not receive any compensation or renumeration between 2023 and 2025.

C. Board Practices

Our current sole director, Mr. Tien Seng Tong, was appointed on May 14, 2025, and intends to remain in the director position for the foreseeable future. Mr. Ka Miew Hon, our President, Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer, Treasurer, and Secretary, was appointed on January 14, 2025, and likewise does not plan to terminate his positions within the foreseeable future.

Election and Corporate Governance

Under our Amended and Restated Bylaws, directors are elected annually by the stockholders at the annual meeting. Each director serves a one-year term and until his or her successor is duly elected. Directors may be removed from office by stockholders holding not less than two-thirds of the voting power of the outstanding shares entitled to vote at an election of directors. Vacancies on the Board may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, with such appointment lasting until the next annual meeting of stockholders. The Board of Directors is vested with broad authority to manage and control the property, business, and affairs of the Company, subject to applicable law, the Articles of Incorporation, and the Bylaws.

D. Employees

Headcount and Personnel Expense

We define headcount in FTE as the number of people on permanent employment contracts, taking into account their staffing percentage. The number of temporary employees is not material.

Between 2023 and 2024, we did not hire any additional employees. Our previous director, Mr. Gaga Gvenetadze, dedicated 20 hours per week to company matters, and was the sole employee of our company. He did not receive any management salary or monetary compensations as the company did not generate sufficient revenue.

After the resignation of the previous directors, there were two employees working at our company: Mr. Tien Seng Tong and Mr. Ka Miew Hon.

As of October 31, 2025, we hired three additional employees under KHEOBA BVI and its subsidiaries:

E. Share Ownership

Beneficial Ownership of Senior Management and Directors

Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission and generally reflects voting or investment authority over the securities. Ordinary shares subject to options that are currently exercisable, or exercisable within 60 days of the date of the table above, are considered outstanding for purposes of calculating the ownership percentage of the individual holding such options, but are not treated as outstanding for purposes of calculating the ownership percentage of any other person. Except as otherwise noted in the footnotes, and subject to applicable community property laws, the individuals listed in the table below have sole voting and investment authority with respect to all shares reported as beneficially owned by them.

Item 7: Major Shareholders and Related Party Transactions

A. Major Shareholders

Mr. Tien Seng Tong is the only major shareholder on record and holds 6,000,000 shares out of 8,092,000 total common shares outstanding, representing a 74.15% beneficiary ownership over the company. For more information, please see “Item 6. Directors, Senior Management and Employees – E. Share Ownership” for a description of our major shareholders.

B. Related Party Transactions

Nature of relationships with related parties:

Balances with related parties

As of October 31, 2025, 2024 and 2023, the balances of amount due to related parties were as follows:

On January 17, 2025, we entered into an agreement with its former director, Mr. Gaga Gvenetadze, under which debt obligations totaling $21,115 were forgiven. This amount consisted of payment on behalf of the Company $14,000 and interest-free loan $4,065 as at October 31, 2024, of which $3,050 was added in January 2025.

In addition, we reached a separate agreement with Mr. Irakli Gunia, resulting in the forgiveness of a loan payable of $15,565, consisted of interest-free loan $12,945 as at October 31, 2024, of which $2,620 was added in December 2024.

As of October 31, 2025, the Company owed $47,731 to the Company’s certain executive officers, for the Company’s working capital purposes. The amount is unsecured, non-interest bearing, and payable on demand.

C. Interests of Experts and Counsel

Not Applicable

Item 8: Financial Information

A. Consolidated Statements and Other Financial Information

Please view Item 18 for our consolidated financial statements.

Legal Proceedings

We are not currently involved in any material legal, arbitration, or governmental proceedings, nor are we aware of any such proceedings pending against us.

Dividend Policy

We have not paid cash dividends to our shareholders to date. Our current intention is to retain future earnings to support the growth and development of our business, and we do not expect to declare or pay cash dividends on our ordinary shares in the foreseeable future. Any future determination regarding dividends will be made by our Board of Directors and will take into account a variety of factors, including our operating results, financial position, liquidity requirements, future business prospects, contractual obligations, and any other considerations the Board of Directors deems relevant.

B. Significant Changes

Not Applicable.

Item 9: The Offer and Listing

A. Offer and Listing Details

Not Applicable.

B. Plan of Distribution

Not Applicable.

C. Markets

Our Class A Ordinary Shares are currently quoted on the OTCQB tier (the “OTCQB”) of the OTC Markets Group, under the symbol “KHOBF.”

We are not listed or quoted on any other organized securities markets outside the United States. Accordingly, the OTCQB is our sole principal trading market.

D. Selling Shareholders

Not Applicable.

E. Dilution

Not Applicable.

F. Expenses of the Issue

Not Applicable.

Item 10: Additional Information

A. Share Capital

Not Applicable.

B. Memorandum and Articles of Association

Incorporation by reference: The information required by Item 10.B has been previously reported in our Memorandum and Articles of Association filed as Exhibit 3.4 to our current report Form F-4 filed on November 28, 2025. As there have been no changes to these provisions since that filing, we incorporate such information herein by reference to Exhibit 1.1 as filed with the Securities and Exchange Commission via EDGAR.

C. Material Contracts

Not Applicable.

D. Exchange Controls

At the present time, neither Hong Kong nor Singapore currently impose foreign exchange controls that restrict the import or export of capital, and both jurisdictions maintain freely convertible currencies. As a result, cash and cash equivalents held in HKD or USD by the group are generally available for use without restriction. Hong Kong does not impose limitations on the remittance of dividends, interest, or other payments to non-resident holders of securities, provided such transfers comply with applicable anti-money laundering and tax reporting requirements. Similarly, Singapore does not restrict the repatriation of profits or capital, and dividends or other payments may be remitted abroad without prior approval. Accordingly, the company’s ability to move capital between jurisdictions and to remit dividends or other distributions to non-resident shareholders is not subject to governmental limitations, other than routine compliance with tax, anti-money laundering, and financial reporting obligations.

E. Taxation

British Virgin Islands Taxation

KHEOBA BVI, and our wholly owned subsidiary, Merge Sub, are incorporated under the laws of the British Virgin Islands (“BVI”). Under current BVI law, there is no income tax, capital gains tax, withholding tax, or other similar taxes imposed on companies incorporated in the BVI. Dividends paid by us to our shareholders are not subject to withholding tax in the BVI, and holders of our shares are not liable to pay BVI income tax in respect of dividends received. Shareholders are not subject to any BVI tax on gains realized on the sale or other disposition of our shares. The BVI has enacted economic substance legislation and beneficial ownership reporting requirements, but these do not impose direct taxation on shareholders.

Singapore Taxation

KHEOBA Singapore is subject to Singapore corporate income tax at a statutory rate of 17% on income accruing in or derived from Singapore or received in Singapore from outside Singapore. Singapore operates a territorial tax system, and dividends paid by KHEOBA Singapore to Merge Sub are generally exempt from withholding tax. However, certain payments such as royalties, interest, or technical service fees made to non-residents may be subject to Singapore withholding tax. Shareholders of Kheoba BVI are not directly subject to Singapore tax solely by virtue of holding our shares.

Hong Kong Taxation

KHEOBA Hong Kong is subject to profits tax under the Inland Revenue Ordinance on income arising in or derived from Hong Kong. The current profits tax rate is 16.5% for corporations (8.25% on the first HKD 2 million of assessable profits under the two-tiered regime). Hong Kong does not impose withholding tax on dividends or capital gains tax on the disposal of shares. Accordingly, dividends paid by KHEOBA Hong Kong to Merge Sub are not subject to Hong Kong withholding tax. Shareholders of KHEOBA BVI are not subject to Hong Kong tax solely by virtue of holding our shares. Our Hong Kong subsidiaries have not commenced any operations as of October 31, 2025.

F. Dividends and Paying Agents

Not Applicable.

G. Statement by Experts

Not Applicable.

H. Documents on Display

The Company is subject to the reporting obligations of the Securities Exchange Act of 1934, as amended. In compliance with these requirements, we submit reports and provide other information to the U.S. Securities and Exchange Commission as a foreign private issuer. Copies of these filings, including this annual report and its exhibits, are publicly available on the SEC’s website at www.sec.gov.

I. Subsidiary Information

Not Applicable.

J. Annual Report to Security Holders

Not Applicable.

Item 11: Quantitative and Qualitative Disclosures About Market Risk

We are not currently exposed to material market risks arising from derivative instruments, debt securities, or other financial instruments. As of the fiscal year ended October 31, 2025, we did not maintain any investments in market-sensitive instruments such as interest rate swaps, foreign currency hedges, or commodity futures. Accordingly, we have no quantitative information to present with respect to market risk in this section.

Our primary business activities involve the commercialization of enterprise resource planning (ERP) and customer relationship management (CRM) software solutions. While our operations are subject to general economic and currency fluctuations, we do not engage in trading or hedging activities that would expose us to significant market risk through financial instruments. Any exposure we face is limited to the ordinary course of business, such as fluctuations in foreign exchange rates affecting revenues and expenses denominated in currencies other than the U.S. dollar. These exposures are not considered material to our consolidated financial position or results of operations.

Item 12: Disclosure of Foreign Private Issuer Status and Use of Foreign GAAP

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not Applicable.

PART II

Item 13: Defaults, Dividend Arrearages and Delinquencies

We do not have any material defaults, dividend arrearages or delinquencies.

Item 14: Material Modifications to the Rights of Security Holders and Use of Proceeds

A. - D. Material Modifications to the Rights of Security Holders

None.

E. Use of Proceeds

Not Applicable.

Item 15: Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”).

The company does not have an Audit Committee. Although not legally required to establish an Audit Committee, management believes that such a committee, including a financial expert, is an essential entity-level control for the company’s financial statements. Given the company’s limited operations and small size, we have not been able to hire personnel with the necessary accounting knowledge and expertise to ensure accurate financial reporting in accordance with US GAAP. Our resource constraints have also resulted in a lack of sufficient experienced accounting staff to maintain books and records or prepare US GAAP-compliant financial statements, which may delay the timely identification and resolution of accounting matters inherent in our financial transactions. Additionally, we have inadequate written policies and procedures for accounting and financial reporting, leading to an ineffective financial statement closing process. The company also suffers from a lack of segregation of duties.

We plan to take additional remedial measures, including: (1) hiring more qualified accounting personnel with relevant U.S. generally accepted accounting principles (“U.S. GAAP”) and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.

The Company lacks appropriate information technology controls – As of October 31, 2025, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during the year ended October 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16: Reserved

A. Audit Committee Financial Expert

The Company has not established an Audit Committee. While we are not legally required to maintain one, management recognizes that an Audit Committee, particularly one that includes a financial expert, is an important control mechanism for ensuring the integrity of our financial reporting. Due to our limited operations and small organizational size, we have not yet engaged personnel with the accounting expertise necessary to fully support financial reporting in accordance with U.S. GAAP.

B. Code of Ethics

In fiscal 2025, KHEOBA’s Code of Ethics applied to all employees, managers, directors, and officers of the Company. The Code of Ethics serves as the primary ethical framework guiding the way KHEOBA conducts business and supports the Company’s long-term success. It is one of several global policies that provide clear guidance to employees, and newly acquired subsidiaries are required to adhere to the minimum standards set forth in the Code of Ethics.

Our Code of Ethics establishes standards for all dealings with customers, partners, competitors, and suppliers. These standards include requirements relating to confidentiality, loyalty, avoidance of conflicts of interest, prevention of bribery and corruption, data protection and privacy, and compliance with applicable competition laws.

A copy of the Company’s Global Code of Ethics and Business Conduct is filed as Exhibit 11.1 in this Form 20-F.

C. Principal Accountant Fees and Services

The following table sets forth the fees billed to our company for the years ended October 31, 2025, 2024 and 2023 for professional services rendered by the external bookkeeping and accounting service provider and the independent auditor:

D. Exemptions from the Listing Standards for Audit Committees

Not Applicable.

E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable.

F. Change in Registrant’s Certifying Accountant

On September 5, 2025, the Board of Directors of KHEOBA CORP. (i) approved the dismissal of Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm and (ii) appointed Assentsure PAC (“Assenture”) as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025, including performing reviews of the interim periods beginning with the period ending July 31, 2025.

The audit reports of Fruci on the Company’s financial statements as of and for the fiscal years ended October 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended October 31, 2024 and 2023, and the subsequent interim period through September 9, 2025, there were no: (i) “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Act of 1933 (“Regulation S-K”) with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference to the subject matter of such disagreements in connection with its audit reports on the Company’s financial statements as of and for the fiscal years ended October 31, 2024 and 2023, or (ii) reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, other than, as previously disclosed in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2025, a material weakness in internal control over financial reporting related to its controls over applying technical accounting guidance to nonrecurring events and transactions, including the design and maintenance of effective controls to evaluate the appropriate presentation of the amortization of intangible assets related to certain customer contracts within our statements of operations and comprehensive income (loss). To remediate this material weakness, the Company’s management is working with consultants to establish controls and protocols relating to the appropriate recognition and presentation of certain acquired assets and liabilities and related transactions.

The Company has provided Fruci with a copy of the disclosures in this Current Report on Form 8-K, and requested that Fruci provide the Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether Fruci agrees to the statements made by the Company herein. A copy of the letter from Fruci addressed to the SEC and dated as of September 9, 2025 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the fiscal years ended October 31, 2024 and 2023, and the subsequent interim period through September 9, 2025, neither the Company nor anyone on the Company’s behalf consulted with Assenture with respect to either (i)(a) the application of accounting principles to a specified transaction, either completed or proposed, or (b) the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided by Assenture to the Company that Assenture concluded was an important factor that the Company consider in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a “disagreement” or a “reportable event” (as these terms are defined in Item 304(a)(1) of Regulation S-K and the related instructions).

G. Corporate Governance

Not Applicable.

H. Mine Safety Disclosure

Not Applicable.

I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

J. Insider Trading Policies

KHEOBA has adopted an Insider Trading Policy that govern the purchase, sale, and other dispositions of the Company’s securities. This policy apply to all Company personnel, including directors, officers, employees, and other covered persons. The Company believes that its insider trading policies and related procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations, and listing standards.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 11.1 in this Annual Report on Form 20-F.

K. Cybersecurity

 Risk Management

PART III

Item 17: Financial Statements

Not Applicable.

Item 18: Financial Statements

The Consolidated Financial Statements are included herein on pages F-1 through F-13.

The following are filed as part of this report:

Item 19: Exhibits

The following are filed as exhibits to this report:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

KHEOBA LIMITED

TABLE OF CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of

Kheoba Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Kheoba Limited and subsidiaries (collectively, the “Company”) as of October 31, 2025, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the year ended October 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2025, and the consolidated results of its operations and its cash flows for the year ended October 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/ Assentsure PAC

We have served as the Company’s auditor since 2025.

Singapore

PCAOB ID 6783

February 27, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Kheoba Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Kheoba Corp. (“the Company”) as of October 31, 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended October 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit, insufficient revenue, and related party loan. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2021.

Spokane, Washington

January 3, 2025

KHEOBA LIMITED

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars, except for the number of shares)

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

KHEOBA LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME/(LOSS)

(Expressed in U.S. Dollars, except for the number of shares)

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

KHEOBA LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in U.S. Dollars, except for the number of shares)

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

KHEOBA LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

KHEOBA LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS