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INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Interim condensed consolidated financial statements	F-1
Interim Condensed Consolidated Balance Sheets as of December 31, 2023 (unaudited) and June 30, 2023	F-2
Unaudited Interim Condensed Consolidated Statements of Income and Comprehensive Income for the Six Months Ended December 31, 2023 and 2022	F-3
Unaudited Interim Condensed Consolidated Statements of Changes In Shareholders’ Equity for the Six Months Ended December 31, 2023 and 2022	F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2023 and 2022	F-5

F-1

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023 AND JUNE 30, 2023

	December 31,			June 30,
	2023			2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents		23,446,400			27,576,622
Accounts receivable, net		12,066,850			10,313,371
Prepayments, other receivables and other current assets		1,210,202			1,001,694
Inventory		5,149,846			5,559,282
Total current assets		41,873,298			44,450,969
Non-current assets:
Property, plant and equipment, net		8,467,698			9,027,615
Right-of-use assets, net		4,845,464			3,076,855
Intangible assets, net		247,186			291,559
Deferred tax assets, net		641,715			397,212
Other non-current assets		4,108,378			1,798,927
Total non-current assets		18,310,441			14,592,168
Total Assets		60,183,739			59,043,137

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Bank borrowings		12,277,157			13,405,816
Lease obligation – current		700,696			157,489
Accounts payable		3,569,459			3,411,605
Other payables and accrued liabilities		2,569,643			2,105,028
Tax payable		-			6,405
Total current liabilities		19,116,955			19,086,343

Non-current liabilities:
Lease obligation – non-current		1,234,271			37,992
Total non-current liabilities		1,234,271			37,992
Total liabilities		20,351,226			19,124,335

COMMITMENTS AND CONTINGENCIES		-			-

SHAREHOLDERS’ EQUITY
Ordinary shares: USD $0.002 par value per share, 125,000,000 authorized; 11,250,000 shares issued and outstanding		22,500			22,500
Additional paid-up capital		34,361,149			34,361,149
Statutory reserves		1,123,921			1,049,119
Accumulated other comprehensive loss		(2,979,383	)		(3,785,555	)
Retained earnings		7,304,326			8,271,589
Total shareholders’ equity		39,832,513			39,918,802
Total liabilities and shareholders’ equity		60,183,739			59,043,137

F-2

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022

Revenues		23,810,824			26,328,797
Cost of revenues		(17,620,765	)		(20,380,029	)
Gross Profit		6,190,059			5,948,768

Operating expenses:
Selling and marketing		(2,968,425	)		(2,875,050	)
General and administrative		(3,652,478	)		(2,447,806	)
Total operating expenses		(6,620,903	)		(5,322,856	)

(Loss)/ Income from operations		(430,844	)		625,912

Other income/ (loss):
Other income		152,084			808,378
Other expenses		(293,216	)		(50,692	)
Interest expense		(471,995	)		(282,979	)
		(613,127	)		474,707

(Loss)/ Income before tax expenses		(1,043,971	)		1,100,619

Income tax credit/ (expenses)		151,510			(132,995	)

Net income (loss)		(892,461	)		967,624

Other Comprehensive Income (Loss)
Foreign currency translation adjustment		806,172			(999,480	)

Total Comprehensive (Loss) Income		(86,289	)		(31,856	)

Net (loss) income per share attributable to ordinary shareholders basic and diluted		(0.08	)		0.10

Weighted average number of ordinary shares used in computing net income per share basic and diluted*		11,250,000			10,000,000

F-3

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

	Ordinary								Accumulated
	Share				Additional				other
	No. of				paid-in		Statutory		comprehensive			Retained
	Shares		Amount		capital		Reserve		(loss)			Earnings			Total
			$		$		$		$			$			$
Balance as of July 1, 2022 (audited)		10,000,000		20,000		31,101,897		1,029,144		(708,677	)		8,645,675			40,088,039
Appropriations to statutory reserves		-		-		-		77,472		-			(77,472	)		-
Foreign currency translation adjustment		-		-		-		-		(999,480	)		-			(999,480	)
Net income		-		-		-		-		-			967,624			967,624
Balance as of December 31, 2022		10,000,000		20,000		31,101,897		1,106,616		(1,708,157	)		9,535,827			40,056,183

Balance as of July 1, 2023 (audited)		11,250,000		22,500		34,361,149		1,049,119		(3,785,555	)		8,271,589			39,918,802
Appropriations to statutory reserves		-		-		-		74,802		-			(74,802	)		-
Foreign currency translation adjustment		-		-		-		-		806,172			-			806,172
Net loss		-		-		-		-		-			(892,461	)		(892,461	)
Balance as of December 31, 2023		11,250,000		22,500		34,361,149		1,123,921		(2,979,383	)		7,304,326			39,832,513

F-4

MILLENNIUM GROUP INTERNATIONAL HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022
Cash Flows from Operating Activities:
Net (loss) income		(892,461	)		967,624
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		689,807			852,621
Impairment of inventories		21,795			50,691
Gain on disposal of property, plant and equipment		(28,476	)		-
Allowance (Reversal) for bad debts		52,887			(103,137	)
Changes in operating assets and liabilities:
Deferred tax		(231,117	)		6,094
Accounts receivable		(1,401,648	)		6,051,952
Prepayments, other receivables and other assets		(1,781,779	)		241,868
Inventory		531,593			3,162,255
Prepaid tax		(292,461	)		-
Right-of-use assets		(1,676,402	)		398,261
Lease obligation		1,702,724			(351,329	)
Accounts payable		(33,228	)		(1,036,468	)
Other payables and accruals		420,301			(246,357	)
Related party balances		(357,619	)		(367,464	)
Tax payable		(3,428	)		210,526
Net Cash provided by (used in) from Operating Activities		(3,279,512	)		9,837,137

Cash Flows provided by Investing Activities:
Purchases of property, plant and equipment		(18,526	)		(170,037	)
Proceeds from sale of property, plant and equipment		101,499			552
Purchase of intangible assets		(17,742	)		-
Net Cash provided by (used in) Investing Activities		65,231			(169,485	)

Cash Flows from Financing Activities:
Repayment of bank borrowings		(8,220,651	)		(11,733,414	)
Proceeds from bank borrowings		7,046,172			9,381,680
Net Cash (used by) Financing Activities		(1,174,479	)		(2,351,734	)

Net (Decrease) Increase in Cash and Cash Equivalents		(4,388,760	)		7,315,918

Effect of Exchange Rate Changes on Cash and Cash Equivalents		258,538			(442,375	)

Cash, Cash Equivalents and Restricted Cash – Beginning of Period		27,576,622			19,447,451

Cash, Cash Equivalents and Restricted Cash – End of Period		23,446,400			26,320,994

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		(471,955	)		(282,979	)
Cash paid for income taxes		-			(86,736	)

F-5