| ORGANIZATION AND PRINCIPAL ACTIVITIES |
| 1 | ORGANIZATION
AND PRINCIPAL ACTIVITIES |
YY
Group Holdings Limited (the “Company” or the “Group”) is a limited company incorporated and domiciled in British
Virgin Islands and whose shares are publicly traded. The registered office is located at 60 Paya Lebar Road #05-43 Paya Lebar Square
Singapore 409051. In order to better serve the Company’s clients and accommodate the growing team, the Company have moved to a
new office with effective on March 1, 2024. It is located at 60 Paya Lebar Road #09-13/14/15/16/17 Paya Lebar Square Singapore 409051.
The
Company is principally engaged in the following activities:
| (a) | Integrated
Facility Management (“IFM”) services – A data-and technology-driven business
focused on delivering enterprise intelligent labor-matching solutions, smart cleaning services,
property management, private security, and pest control services, with its core operations
based in Singapore. |
| (b) | Manpower
outsourcing services – The Group provides enterprise manpower outsourcing service across
multiple countries, including Singapore, Malaysia, Hong Kong, Thailand, Vietnam, the United
Kingdom, the Netherlands, Germany, the United Arab Emirates, and Australia, supporting clients
with scalable and efficient workforce solutions. |
| (c) | Other
services – Provision of web design and development, as well as digital marketing services,
to support clients in enhancing their digital presence and business growth. |
| - | Reorganization
under the Company |
On
May 3, 2023, the Company acquired 90% of the issued share capital of YY Circle Sdn Bhd from its existing shareholder in exchange
of a nominal consideration sum of USD1.00 to the respective shareholder in YY Circle Sdn Bhd;
On
May 3, 2023, the Company acquired the entire issued share capital of Hong Ye Maintenance (MY) Sdn Bhd from its existing shareholder in
exchange of a nominal consideration sum of USD1.00 to the respective shareholders in Hong Ye Maintenance (MY) Sdn Bhd;
On
August 1, 2023, the Company acquired the entire issued share capital of YY Circle (SG) Pte Ltd from its existing shareholder in exchange
of a nominal consideration sum of SGD1.00 to the respective shareholders in YY Circle (SG) Pte Ltd;
On
August 1, 2023 the Company acquired the entire issued share capital of Hong Ye Group Pte Ltd from its existing shareholder in exchange
of a nominal consideration sum of SGD1.00 to the respective shareholders in Hong Ye Group Pte Ltd;
As
described above, the Company, through a series of transactions which is accounted for as a reorganization of entities under a common
control (the “Reorganization”), became the ultimate parent of its subsidiaries.
Through
the reorganization completed on August 1, 2023, the Company will be the holding company of its subsidiaries. Accordingly, the consolidated
financial statements will be prepared on a consolidated basis by applying the principle of common control as if the reorganization has
been completed at the beginning of the first reporting period.
Based
on the above, the Group concluded that the Company and its subsidiaries are effectively controlled by the shareholder before and after
the Reorganization and the Reorganization is considered under common control. The transactions above were accounted for as a recapitalization.
The consolidation of the Company and its subsidiaries has been accounted for at carrying value and prepared on the basis as if the aforementioned
transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. As
of December 31, 2025, the Company’s subsidiaries were as follows:
| Subsidiaries | | Date of Incorporation | | Jurisdiction of Formation | | Percentage of direct/indirect Economic Ownership | | Principal Activities | | YY Circle (SG) Private Limited | | June 13, 2019 | | Singapore | | 100% | | Manpower contracting services | | Hong Ye Group Pte. Ltd. | | December 28, 2010 | | Singapore | | 100% | | Employment agencies and general cleaning services | | YY Circle Sdn. Bhd. | | July 22, 2022 | | Malaysia | | 90% | | Manpower outsourcing with information technology solution, as well as, general cleaning services | | Hong Ye Maintenance (MY) Sdn. Bhd. | | November 8, 2022 | | Malaysia | | 100% | | General cleaning services | | YY Circle (AU) Pty Ltd | | June 14, 2023 | | Australia | | 95% | | Employment placement and recruitment services | | YY Circle (Vietnam) Company Limited | | February 6, 2024 | | Vietnam | | 95% | | Management consulting service and employment service activities | | YY Circle (Cambodia) Co., Ltd.* | | July 9, 2024 | | Cambodia | | 50% | | Manpower contracting services | YYCircle Human Resources Consultancies L.L.C CO. L.L.C | | July 15, 2024 | | UAE | | 95% | | Manpower contracting services | | YY Circle (Korea) Ltd. | | July 29, 2024 | | Korea | | 95% | | Manpower contracting services | | Mediaplus Limited | | July 29, 2024 | | BVI | | 100% | | Information technology consultancy (Except cybersecurity) | | YY Circle UK Ltd | | August 3, 2024 | | UK | | 95% | | Manpower contracting services | | YY Circle (Perth) Pty Ltd | | October 15, 2024 | | Australia | | 95% | | Manpower contracting services | | YY Smart Tech Pte. Ltd. | | December 2, 2024 | | Singapore | | 80% | | Development of software and applications and applications (Except games and cybersecurity) | | YY Circle Netherlands B.V. | | December 18, 2024 | | Netherlands | | 95% | | Manpower contracting services | | YY Circle GmbH | | January 21, 2025 | | Germany | | 95% | | Manpower contracting services | | Mediaplus Venture Group Pte. Ltd. | | August 12, 2024 | | Singapore | | 54% | | Holding company | | Mediaplus Digital Pte. Ltd. | | November 1, 2013 | | Singapore | | 54% | | IT consultancy and development of software and applications. | | Mplus Elite Pte. Ltd. | | May 16, 2015 | | Singapore | | 54% | | Advertising activities and development of software and applications. | | M Synergates Pte. Ltd. | | June 26, 2020 | | Singapore | | 54% | | IT consultancy and hosting services by non-data centres | | Mediaplus Digital Sdn. Bhd. | | November 16, 2021 | | Malaysia | | 54% | | Consultancy services in public relation and communications and wholesales of a variety of goods without any particular specialization and web portals. | | Property Facility Services Pte. Ltd. | | March 13, 2007 | | Singapore | | 100% | | Residential, commercial and industrial real estate management and general cleaning services except household cleaning and outline marketplaces. | | YY Circle (HK) Pte Limited | | October 26, 2022 | | Hongkong | | 90% | | Manpower contracting services | | YY Circle (Thailand) Company Limited ** | | April 5, 2023 | | Thailand | | 49% | | Manpower contracting services | | YY Holding (Thailand) Co. Ltd | | May 9, 2025 | | Thailand | | 99% | | Holding Company | | Uniforce Security Services Pte. Ltd. | | May 12, 2017 | | Singapore | | 100% | | Private security activities | | Transocean Oil Pte. Ltd. | | March 18, 2003 | | Singapore | | 53% | | Other holding companies | | 24IFM Pte. Ltd. | | August 18, 2021 | | Singapore | | 100% | | Publishing of software/ applications and IT consultancy | | Pest Fighter Pte. Ltd. | | August 13, 1994 | | Singapore | | 100% | | Pest control services and freight transport by road | | YYCircle For Hospitality Services L.L.C | | October 15, 2025 | | United Arab Emirates | | 100% | | Hospitality services | | Talent Management Holding Limited | | December 31, 2025 | | Hong Kong | | 100% | | Financial service activities, including investment and Holding Companies, and the activities of trusts, funds and similar financial entities |
| * | There
is only one sole director who is assigned by YY Circle (SG) Pte. Ltd. Therefore, the Company has the control right over YY Circle (Cambodia)
Co Ltd. |
| ** | The
Group holds a 48.5% equity interest in YY Circle (Thailand) Company Limited through YY Holding (Thailand) Co. Ltd in compliance with
local regulations. Notwithstanding this, the Group holds the majority of voting rights and exercises control over the Company, which
is therefore accounted for as a subsidiary. |
As
described above, the Company, through a series of transactions which is accounted for as a reorganization of entities under a common
control (the “Reorganization”), will become the ultimate parent of its subsidiaries.
Through
the reorganization, the Company will be the holding company of its subsidiaries. Accordingly, the consolidated financial statements will
be prepared on a consolidated basis by applying the principle of common control as if the reorganization has been completed at the beginning
of the first reporting period.
Based
on the above, the Group concluded that the Company and its subsidiaries are effectively controlled by the shareholder before and after
the Reorganization and the Reorganization is considered under common control. The transactions above were accounted for as a recapitalization.
The consolidation of the Company and its subsidiaries has been accounted for at carrying value and prepared on the basis as if the aforementioned
transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
|