Timwood Holdings: DRS filing (amended)

Cover page 3 changes

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This draft registration statement has

submitted to the U.S. Securities and Exchange Commission on March 18, April 20, 2026.

This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential

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Prospectus summary 1 change

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companies, are also exempt from certain more stringent executive compensation disclosure rules. Because we are a foreign private issuer, our members of our board of directors, executive board members and senior management are not subject to short-swing profit reporting obligations under Section 16(b) of the Exchange Act. However, pursuant to the Holding Foreign Insiders Accountable Act enacted on December 18, 2025, our directors and officers are subject to the insider reporting obligations under Section 16(a) of the Exchange Act, including the requirement to file Forms 3, 4 and 5, which became effective on March 18, 2026. They will also be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules. Thus, if we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to be exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer.

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The offering 1 change

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[ ] Ordinary Shares (or [ ] Ordinary Shares if the underwriters exercise their option to purchase additional Shares within 45 days of the date of the closing of the Offering from us in full), excluding [ ] Ordinary Shares issuable upon exercise of warrants to be issued to the underwriters (or [ ] Ordinary Shares if the underwriters exercise their option to purchase additional Shares within 45 days of the date of the closing of the Offering from us in full) Over-allotment option to purchase additional Ordinary Shares:

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Risk factors 3 changes

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We are a foreign private issuer and, as a

are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime. However, pursuant to the Holding Foreign Insiders Accountable Act enacted on December 18, 2025, our directors and officers are subject to the insider reporting obligations under Section 16(a) of the Exchange Act, including the requirement to file Forms 3, 4 and 5, which became effective on March 18, 2026. They will also be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

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Capitalization 2 changes

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The table above is based on 20,000,000 Ordinary Shares outstanding as of June 30, 2025 and assumes no exercise of the warrants issued to the underwriters.

Shares outstanding as of June 30, 2025.

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Dilution 2 changes

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The dilution information in this section assumes is

no exercise of the warrants issued to the underwriters and is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this Offering is subject to adjustment based on the actual initial public offering price of our Ordinary Shares and other terms of this Offering determined at pricing.

MD&A 124 changes

All amounts in annual financial statements included in the fiscal years ended June 30, 2025 and 2024 ("Annual Financial Statements") are derived from our audited consolidated financial statements included elsewhere in this prospectus. These Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

The following discussion and analysis of our

our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this prospectus. 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 prospectus, particularly in "Risk Factors" and elsewhere in this prospectus. See "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS". All amounts in annual financial statements included in the fiscal years ended June 30, 2025 and 2024 ("Annual Financial Statements") are derived from our audited financial statements included elsewhere in this prospectus. All amounts in interim financial statements included in the six months ended December 31, 2025 and 2024 ("Interim Financial Statements") are derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. These Annual Financial Statements and Interim Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

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Our Group undertook a corporate reorganization

to establish a new intermediate holding structure above its Operating Subsidiary. On September 18, 2025, Timwood Holdings Limited was incorporated in the Cayman Islands and was initially wholly owned by Mr. Chi Wai LAM. Subsequently, on October 3, 2025, Rightime Action Limited was incorporated under the laws of the British Virgin Islands. On October 13, 2025, Rightime Action Limited acquired 100 shares, being the entire issued shares of Timwood Asia Logistics Limited, from Mr. Chi Wai LAM at the consideration of HK$100. Subsequent to the transfer, Timwood Asia Logistics Limited became an indirect wholly-owned subsidiary of Timwood Holdings Limited. On October 27, 2025, additional share transfers in Timwood Holdings Limited were completed pursuant to a series of instruments of transfer, resulting in the introduction of multiple shareholders. Following the completion of these transfers, Timwood Holdings Limited became owned by a group of corporate shareholders with varying equity interests, with no change to our Group's principal business activities or day to day operations. Our Operating Subsidiary continues to carry out our Group's core logistics human resources services without interruption.

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Comparison of Results of Operations for

the Six Months Ended December 31, 2025 and 2024

The following table summarizes the results

of our operations during the six months ended December 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or decrease during such periods.

Six months ended December 31,

Less: Cost of services

Administrative and general

Profit for the period

Other comprehensive income, net

Other comprehensive income that may be reclassified

to profit or loss in subsequent periods:

Exchange difference on translation

of foreign operation

comprehensive income for the period

Our Group's operating segment, based

in Hong Kong, has been aggregated into three reportable segments: cargo handling services, airport ground handling services, and terminal passenger services. Other services are not assigned to a specific segment due to their immaterial contribution to operational results.

The following table presents revenue by segment

for the six months ended December 31, 2025 and 2024, respectively:

Six months ended December 31,

Cargo Handling Services

Airport Ground Handling Services

Our total revenue increased by $331,433 or

approximately 8%, from $3,956,532 for the six months ended December 31, 2024, to $4,287,965 for the six months ended December 31, 2025, primarily due to the increase in the revenue generated from cargo handling services and partly offset by the decrease in airport ground handling services.

Revenue from Cargo Handling Services

Cargo handling services are a key revenue

contributor for the Group, driven by contracts with major airport terminal services and aviation services providers. These services include warehouse operations such as cargo unloading, inventory put-away, order picking, and forklift handling. Revenue from this segment totaled approximately $3,071,857 or approximately 71% for the six months ended December 31, 2025, as compared to $2,139,152 or 54% for the six months ended December 31, 2024. The increase compared to the prior period was mainly due to an increase in cargo throughput and related handling volumes during the six months ended December 31, 2025.

Revenue from Airport Ground Handling Services

This segment involves the provision of specialized

drivers operating apron ramp vehicles to transport cargo and baggage between aircraft and terminals. Services are performed under strict safety protocols and in coordination with airport ground operations. Revenue from airport ground handling services dropped significantly from $1,009,613 for the six months ended December 31, 2024 to $640,274 for the six months ended December 31, 2025. The decrease was driven by lower service demand across airport logistics functions.

Revenue from Terminal Passenger Services

Terminal passenger services include customer-facing

roles such as check-in assistance, passenger guidance, and travel document verification within restricted airport areas. These services are essential to ensuring smooth passenger flow and compliance with airline and immigration requirements. Revenue from this segment totaled approximately $575,834 or approximately 13% for the six months ended December 31, 2025, as compared to $807,767 or 20% for the six months ended December 31, 2024. The decrease was mainly due to a reduction in passenger handling volumes and changes in flight schedules.

The following table presents cost of services

by service categories for the six months ended December 31, 2025 and 2024, respectively:

Six months ended December 31,

Cargo Handling Services

Airport Ground Handling Services

Terminal Passenger Services

Our cost of services primarily include subcontractor

fees paid to external providers. Cost of services for the six months ended December 31, 2025 was $3,476,707, representing an increase of $301,371, or approximately 10%, compared to $3,175,336 for the six months ended December 31, 2024. The increase in cost of services was generally consistent with the growth in revenue during the same period, reflecting higher service volumes in cargo handling services.

The following table shows different categories

of services we provided for the six months ended December 31, 2025 in USD:

The following table presents revenue by service

categories we provided for the six months ended December 31, 2024 in USD:

As a result of the foregoing, we recorded

gross profits of $811,258 and $781,196 with gross margins of approximately 19% and 20% for the six months ended December 31, 2025 and 2024, respectively. While the gross margins for cargo handling services and terminal passenger services remains stable, the gross margin from airport ground handling services increased from 41% for the six months ended December 31, 2024 to 54% for the six months ended December 31, 2025, reflecting improved cost efficiency and service mix during the period.

Administrative and general expenses

Six months ended December 31,

Legal and professional fees

Our administrative and general expenses increased

by $34,472 approximately 32%, from $108,675 for the six months ended December 31, 2024 to $143,147 for the six months ended December 31, 2025. Such increase was primarily due to listing expenses of $30,890 incurred during six months ended December 31, 2025.

Other income decreased to $725 for the six

months ended December 31, 2025 from $1,251 for the corresponding period in 2024, primarily due to the absence of loan interest income resulting from there being no outstanding loan receivable from other parties during the period.

Our Group is subject to income taxation on

an entity-by-entity basis, with tax liabilities arising in respect of profits generated within, or attributable to, the jurisdictions in which its constituent entities are domiciled or carry on business operations.

The ultimate holding company is incorporated

in the Cayman Islands as an exempted company with limited liability and is exempted from Cayman Islands income tax.

Our Group is not subject to any income in

BVI for the six months ended December 31, 2025 and 2024.

Our income tax expense was $89,074 and $90,042

for the six months ended December 31, 2025 and 2024, respectively.

Profit for the period

As a result of the foregoing, we reported

a net profit of $593,809 for the six months ended December 31, 2025, compared to a net profit of $586,651 for the six months ended December 31, 2024.

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through cash flows generated from operating activities. For the year ended June 30, 2025, we recorded net cash generated from operating activities of $828,490, compared to $236,107 in the prior year. This increase reflects improved profitability and working capital management, including reductions in accounts receivable and amounts due from related parties.

through cash flows generated from operating activities. For the six months ended December 31, 2025, we recorded net cash generated from operating activities of $659,071, indicating our core operations continue to provide sufficient cash to support our ongoing business activities.

As of June 30, December 31, 2025, our cash and cash equivalents

equivalents amounted to $985,429, up $679,646, decreased from $167,437 $985,429 as of June 30, 2024. 2025. We believe our current cash position, combined with continued positive operating cash flows, provides sufficient liquidity to meet our operational and capital requirements for at least the next 12 months from the date of issuance of the consolidated financial statements.

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We have not declared or paid any dividends for

the year ended June 30, 2025, preserving capital to support future growth. Our total shareholders' equity increased to $1,057,082 in 2025, comparing to $167,009 in 2024, reflecting retained earnings from profitable operations.

minimal capital expenditure requirements. We did not record any significant property, plant, or equipment investments during the year, period, and our net carrying amount for fixed assets remained nil as of June 30, December 31, 2025. We continue to operate under non-cancellable lease arrangements for office space, with outstanding lease commitments of $5,745 $3,325 due within one year.

During the six months ended December 31, 2025,

Timwood had declared an interim dividend of HK$80,000 per share (equivalent to $10,191 per share), amounting in aggregate to HK$8,000,000 (equivalent to $1,019,096) on July 10, 2025. The dividend was allocated to the ordinary shareholders. The retroactive effect of the dividend declaration has been reflected in the financial statements for the year ended June 30, 2025. The interim dividend was settled by offsetting with the current accounts with the shareholders on July 10, 2025. The dividend payable liability was partly settled during the six months ended December 31, 2025 through cash payments to shareholders. Such payments were recorded as cash outflows from financing activities in the statement of cash flows.

Our total shareholders' equity increased

to $633,807 as of December 31, 2025, compared to $39,986 as of June 30, 2025, primarily due to net income generated during the period, which resulted in an increase in retained earnings.

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and 44 more changes in the filing

Management 2 changes

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After the consummation of this Offering, we

the consummation of this Offering, we will qualify as a "foreign private issuer" under the SEC rules and Nasdaq rules. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. However, pursuant to the Holding Foreign Insiders Accountable Act enacted on December 18, 2025, our directors and officers are subject to the insider reporting obligations under Section 16(a) of the Exchange Act, including the requirement to file Forms 3, 4 and 5, which became effective on March 18, 2026. Also, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we will submit to the SEC from time to time, on Form 6-K, reports of information that would likely be material to an investment decision in our Ordinary Shares.

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Related party transactions 15 changes

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our Group has entered into during the fiscal years ended June 30, 2025, 2024, and 2023 and for the six months ended December 31, 2025:

Fees : Our Group paid monthly management fees to Forward Transportation Company Limited and Hong Kong Secure Transportation Systems Limited, both of which are controlled by Mr. Chi Wai LAM, the sole director of Timwood, for services rendered by key personnel, including finance, HR, IT, and administrative staff. These fees were consistently recorded across all three fiscal years.

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Due from a shareholder

Due from an ex-shareholder

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Due to an ex-shareholder

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Timwood provided cargo handling services to Forward Transportation. As of June 30, 2025, the balance due from Forward Transportation amounted to $314,635, comprising accounts receivable, management fees payable, expenses paid or recharged on its behalf. During the six months ended December 31, 2025, the balance has been fully settled.

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For the years ended June 30, 2025, 2024 and 2023

2025, 2024, 2023 and six months ended December 31, 2025

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Forward Transportation Company Limited

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Aircargo Security Screening Centre Limited

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(a) Forward Transportation

Transportation Company Limited is controlled by Mr. Chi Wai LAM, the sole director of Timwood. Timwood provided cargo handling services to Forward Transportation, Company Limited, generating revenue of $2,218,851, $2,706,797 and $3,113,035 for the years ended June 30, 2025, 2024 and 2023, respectively. In addition, Timwood paid management fees to Forward Transportation for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $23,107 in for the years ended June 30, 2025, $23,020 in 2024 and $22,967 in 2023. During the six months ended December 31, 2025, management fees paid to Forward Transportation amounted to $11,543.

(b) Hong Kong Secure Transportation

Kong Secure Transportation Systems Limited is controlled by Mr. Chi Wai LAM, the sole director of Timwood. During the year ended June 30, 2024 and 2023, HKSTS provided consultancy services to Timwood in relation to cargo handling operations, with fees totaling $80,570 and $26,795 respectively. In addition, Timwood paid management fees to HKSTS for services rendered by key personnels across finance, human resources, IT, and administrative functions. The management fees amounted to $44,931 in for the year ended June 30, 2025. During the six months ended December 31, 2025, management fees paid to HKSTS amounted to $26,935.

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Asia Logistics Holdings Limited is committed to maintaining transparency and integrity in all related party transactions. Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will establish an audit committee tasked with the review, approval, and oversight of all related party transactions.

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Index to financial statements 387 changes

TIMWOOD ASIA LOGISTICS LIMITED

INDEX TO THE FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

of Operations and Comprehensive Income for the Years Ended June 30, 2024 and 2025 Balance Sheets as of June 30, 2024 and 2025 Statements of Changes in Equity for the Years Ended June 30, 2024 and 2025 of Cash Flows for the Years Ended June 30, 2024 and 2025 to the Financial Statements TIMWOOD HOLDINGS LIMITED INXEX TO THE BALANCE SHEET Report of Independent Registered Public Accounting Firm Balance Sheets as at September 18, 2025 (date of incorporation) RIGHTIME ACTION LIMITED INXEX TO THE BALANCE SHEET Report of Independent Registered Public Accounting Firm Balance Sheets as at October 3, 2025 (date of incorporation) F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sole Director and Stockholders of Timwood Asia Logistics Limited Opinion on the Financial Statements We have audited the accompanying balance sheets of Timwood Asia Logistics Limited (the Company) as of June 30, 2025 and 2024 and the related statements of operations and other comprehensive income, changes in shareholders' equity, and cash flows for each of the two years in the period ended June 30, 2025, 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 June 30, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Onestop Assurance PAC

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

November 5, 2025, except

for Note 8 , as to which the date is December 23, 2025

Timwood Asia Logistics Limited

of Operations and Other Comprehensive Income

the years ended 30 June 2025 and 2024

Less: Cost of services

Administrative and general expenses

Other comprehensive income/(expenses),

- Currency translation differences

comprehensive income for the year

per share, basic and diluted

average number of shares, basic and diluted

Timwood Asia Logistics Limited

the years ended 30 June 2025 and 2024

Deposits and other receivables

Amount due from a shareholder

Amount due from a related party

Cash and cash equivalents

Shareholders' equity and

Capital and reserves

Exchange (deficit)/reserve

to owners of the Company

Accounts payable and accruals

Amounts due to related parties

Amount due to a director

shareholders' equity and liabilities

Timwood Asia Logistics Limited

of Changes in Shareholders' Equity

the years ended 30 June 2025 and 2024

Other comprehensive income for the year

Other comprehensive loss for the

Timwood Asia Logistics Limited

the years ended 30 June 2025 and 2024

Cash flows from operating activities

Depreciation of property, plant and equipment

Bank interest income

Loan interest income

Change in working capital

Decreased/(increased) in accounts receivables

Increased in deposit and other receivable

Decreased in amount due from a shareholder

(Increased)/decreased in amount due from a director

Decreased/(increased) in amount due from a related

(Decreased)/increased in accounts payables and accruals

(Decreased)/increased in Amount

due to related parties

Cash used in operations

Income tax (paid)/recovered

generated from operating activities

Cash flows from investing activities

Bank interest received

generated from investing activities

Cash flows from financing activities

Interim dividend paid to shareholders

Bank overdraft interest paid

used in financing activities

Net increase in cash and cash

Cash and cash equivalents at

Effect of foreign exchange

cash equivalents at end of year

NON-CASH FINANCING ACTIVITIES

item arising from increase in dividend payables

Timwood Asia Logistics Limited

to the Financial Statements

the years ended 30 June 2025 and 2024

1 - Company, Nature of Operations and Summary of Significant Accounting Policies and Nature of Operations Timwood Asia Logistics Limited (the "Company") was incorporated in Hong Kong on 30 October 2018. The Company is engaged in provision of human resource services.

financial statements have been prepared in United States dollars and in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

Subsequent to the end of the reporting period

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and 307 more changes in the filing

Financial statements 411 changes

TIMWOOD ASIA LOGISTICS LIMITED

INDEX TO THE FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

of Operations and Comprehensive Income for the Years Ended June 30, 2024 and 2025 Balance Sheets as of June 30, 2024 and 2025 Statements of Changes in Equity for the Years Ended June 30, 2024 and 2025 of Cash Flows for the Years Ended June 30, 2024 and 2025 to the Financial Statements TIMWOOD HOLDINGS LIMITED INXEX TO THE BALANCE SHEET Report of Independent Registered Public Accounting Firm Balance Sheets as at September 18, 2025 (date of incorporation) RIGHTIME ACTION LIMITED INXEX TO THE BALANCE SHEET Report of Independent Registered Public Accounting Firm Balance Sheets as at October 3, 2025 (date of incorporation) F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sole Director and Stockholders of Timwood Asia Logistics Limited Opinion on the Financial Statements We have audited the accompanying balance sheets of Timwood Asia Logistics Limited (the Company) as of June 30, 2025 and 2024 and the related statements of operations and other comprehensive income, changes in shareholders' equity, and cash flows for each of the two years in the period ended June 30, 2025, 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 June 30, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Onestop Assurance PAC

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

November 5, 2025, except

for Note 8 , as to which the date is December 23, 2025

Timwood Asia Logistics Limited

of Operations and Other Comprehensive Income

the years ended 30 June 2025 and 2024

Less: Cost of services

Other comprehensive income/(expenses),

Unaudited Interim Condensed Consolidated Statements of Operations and Other Comprehensive Income for the Six-Month Ended December 31, 2025 and 2024 Unaudited Interim Condensed Consolidated Balance Sheets as of December 31 2025 and June 30, 2025 Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity for the Six-Month Ended December 31, 2025 and 2024 Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six-Month Ended December 31, 2025 and 2024 Notes to the Unaudited Interim Condensed Consolidated Financial Statements TIMWOOD ASIA LOGISTICS LIMITED INDEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Statements of Operations and Other Comprehensive Income for the Years Ended June 30, 2025 and 2024 Balance Sheets as of June 30, 2025 and 2024 Statements of Changes in Shareholders' Equity for the Years Ended June 30, 2025 and 2024 of Cash Flows for the Years Ended June 30, 2025 and 2024 to the Financial Statements TIMWOOD HOLDINGS LIMITED INXEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheets as at September 18, 2025 (date of incorporation) Notes to the Financial Statements RIGHTIME ACTION LIMITED INXEX TO THE FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Balance Sheets as at October 3, 2025 (date of incorporation) Notes to the Financial Statements F- 1 Timwood Holdings Limited and its subsidiaries Unaudited Interim Condensed Consolidated Statements of Operations and Other Comprehensive Income the six-month ended 31 December, 2025 and 2024 (Unaudited) (Unaudited) Six-month ended Six-month ended 31 December, 2025 31 December, 2024 Note US$ US$ Revenue 4,287,965 3,956,532 Less:

Administrative and general expenses

comprehensive income, net of tax:

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comprehensive income for the year period

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Timwood Asia Logistics Limited

the years ended 30 June 2025 and 2024

Holdings Limited and its subsidiaries

Interim Condensed Consolidated Balance Sheets

at 31 December, 2025 and 30 June, 2025

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Amount due from a shareholder

Amount due from an ex-shareholder

Amount due from a related party company

Amounts due from shareholders

1 unchanged paragraph

Shareholders' Equity and liabilities

1 unchanged paragraph

Exchange (deficit)/reserve

to owners of the Company

Exchange reserve/(deficit)

1 unchanged paragraph

Amounts due to related parties

1 unchanged paragraph

Timwood Asia Logistics Limited

of Changes in Shareholders' Equity

the years ended 30 June 2025 and 2024

Other comprehensive income for the year

Other comprehensive loss for the

Timwood Asia Logistics Limited

the years ended 30 June 2025 and 2024

Cash flows from operating activities

Depreciation of property, plant and equipment

shareholders' Total equity and liabilities

Holdings Limited and its subsidiaries

Interim Condensed Consolidated Statement of Changes in Shareholders' Equity the six-month ended 31 December, 2025 and 2024 capital earnings (deficit)/ reserve reserve Total US$ US$ US$ US$ US$ At 1 July 2024 2,001 166,467 - 169,009 Profit for the period - 583,730 - - 583,730 Other comprehensive income for the period - - 2,921 - 2,921 At 31 December, 2024 (unaudited) 2,001 750,197 3,462 - 755,660 At 1 July 2025 2,001 48,790 (10,805 ) - 39,986 Issue of shares in Timwood Asia - - - Reorganization (13 ) - - - Profit for the period - 579,762 - - 579,762 Other comprehensive income for the period - - 14,047 - 14,047 At 31 December, 2025 (unaudited) 2,000 628,552 3,242 633,807 F- 4 Timwood Holdings Limited and its subsidiaries Unaudited Interim Condensed Consolidated Statement of Cash Flows For the six-month ended 31 December, 2025 and 2024 (Unaudited) (Unaudited) 31 December, 2025 31 December, 2024 US$ US$ Cash flows from operating activities Profit before tax 668,836 673,772 Adjustments for:

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Decreased/(increased) in accounts receivables

Increased in deposit and other receivable

(Decreased)/increased in accounts payables and accruals

(Decreased)/increased in Amount

due to related parties

Cash used in operations

Income tax (paid)/recovered

Increase in account receivables

Increase in prepayments

Decrease/(increase) in deposits and other receivables

(Increased)/decreased Increase in amount due from a director

Decrease in amount due to related company

Increase/(decrease) in amount due to a director

Decreased/(increased) Decrease in amount due from a related company

Increase/(decrease) in accounts payable and accruals

Decreased Increase in amount due from a shareholder

from operations and net cash generated from operating activities

2 unchanged paragraphs

Loan interest received

2 unchanged paragraphs

Bank overdraft interest paid

Interim Dividend paid to shareholders

1 unchanged paragraph

Net increase in cash and cash

Net (decrease)/increase in cash

and cash equivalents

2 unchanged paragraphs

NON-CASH FINANCING ACTIVITIES

item arising from increase in dividend payables

Timwood Asia Logistics Limited

to the Financial Statements

the years ended 30 June 2025 and 2024

1 - Company, Nature of Operations and Summary of Significant Accounting Policies and Nature of Operations Timwood Asia Logistics Limited (the "Company") was incorporated in Hong Kong on 30 October 2018. The Company is engaged in provision of human resource services.

financial statements have been prepared in United States dollars and in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

Subsequent to the end of the reporting period

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and 331 more changes in the filing