ALPS

Business Context and Reporting Period

Company: Alps Group Inc (formerly Alps Global Holding Pubco)

Filing Type: Form 20-F (Annual Report)

Reporting Period: Fiscal year ended March 31, 2026

Business Overview: Alps Group Inc is a Cayman Islands exempted company that completed a business combination with Globalink Investment Inc. on October 28, 2025. The company operates as a holding company with principal operations in Malaysia through its subsidiary, Alps Global Holding Berhad. The business model combines revenue-generating commercial healthcare and wellness operations (aesthetic services, medical testing, cellular therapy) with a pre-clinical biotechnology research pipeline focused on precision medicine, cell therapies (NK cells, CAR-T), and mRNA diagnostics.

Accounting Basis: International Financial Reporting Standards (IFRS)

Key Financial Metrics

Material Changes vs. Prior Period

• Revenue Growth: Revenue increased 44.1% year-over-year to $4.86 million, driven by a 51% increase in cellular therapy sales and a 20% increase in medical testing and aesthetic services. Sales of medicine and healthcare products surged to $731,780 from $10,020 in the prior year.
• Non-Recurring Gains: Other operating income increased significantly to $1.33 million (from $31k in 2025), primarily due to a $583,084 gain on loan modification, a $477,972 fair value gain on warrant liability, and a $210,319 realized foreign exchange gain.
• De-SPAC Costs: Administrative expenses rose to $3.50 million, including $1.16 million in professional fees related to the business combination (De-SPAC transaction). Excluding these fees, administrative expenses increased only marginally.
• Equity Deficit: The company reported a capital deficiency of $3.23 million as of March 31, 2026, compared to $1.12 million in the prior year, reflecting accumulated losses.
• Investment Reclassification: The investment in Cilo Cybin Holdings Limited was reclassified from an investment in associates to "other investments" measured at fair value, resulting in an unrealized loss of $76,988 recorded in other comprehensive income.

Guidance, Outlook, Risks, and Contingencies

Outlook and Guidance

The company expects to continue deriving revenue primarily from commercial healthcare operations (cellular therapy, medical testing, aesthetics) to fund its biotechnology pipeline. Management intends to expand service offerings into post-care and survivorship monitoring. No specific financial guidance was provided for future periods.

Material Risks and Contingencies

• Liquidity and Going Concern: The auditor has highlighted a material uncertainty regarding the company's ability to continue as a going concern. Current liabilities exceeded current assets by $3.5 million. The company relies on realizing cash from investments and continued financial support from a director to meet obligations.
• Nasdaq Listing Compliance: On May 15, 2026, the company received notice from Nasdaq that it failed to maintain the minimum bid price of $1.00 per share. It has a 180-day compliance period (until November 11, 2026) to regain compliance. Failure to do so could result in delisting.
• Internal Control Weaknesses: Management identified a material weakness in internal control over financial reporting due to insufficient accounting personnel, limited supervision of external advisors, and inconsistent application of accounting processes. Remediation is ongoing.
• Pipeline Uncertainty: All product candidates (NK Cell Therapy, CAR-T, iPSC, mRNA diagnostics) are in pre-clinical stages. There is no assurance of regulatory approval or commercial success. The company discontinued its COVID-19 mRNA vaccine and cholera vaccine programs.
• Intellectual Property: The company relies on in-licensed patents from China, which may not provide adequate protection in Malaysia or other operating regions. A trademark application for "ALPS" in Malaysia was provisionally rejected.

Key Facts for Investor Verification

• Going Concern Status: Verify the company's ability to secure additional financing or realize the value of its "other investments" (approx. $1.66 million) to cover the $3.5 million working capital deficit.
• Nasdaq Compliance: Monitor the company's progress in regaining compliance with Nasdaq's minimum bid price requirement by November 11, 2026, to avoid delisting.
• Director Support: Confirm the terms and enforceability of the financial support undertakings provided by Dr. Tham Seng Kong, a director, which are critical to the company's liquidity.
• Revenue Quality: Assess the sustainability of the revenue growth, particularly the surge in medicine sales and the reliance on profit-sharing arrangements with third-party service providers for aesthetic services.
• Internal Controls: Review the progress of remediation efforts for the identified material weakness in internal controls over financial reporting.