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DESCRIPTION OF BUSINESS AND ORGANIZATION

6 Months Ended

Jun. 30, 2025

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS AND ORGANIZATION

NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Nusatrip Incorporated (“NusaTrip”) is incorporated under the laws of Nevada on May 22, 2023, which has no substantive operations other than holding all of the outstanding equity of its operating subsidiaries as described below. Nusatrip and its subsidiaries (collectively referred to as the “Company”) are mainly engaged in the provision of online ticketing and reservation services.

The Company is an Online Travel Agency (“OTA”) in Indonesia and across Indonesia, Singapore, Vietnam, the Philippines and Thailand (“SEA”). As an OTA, the Company, is an intermediary between travelers and various travel service providers such as airlines and hotels. The Company offers a one-stop platform where travelers can search, compare, and book flights, hotels, car rentals, and other travel-related services. The Company earns revenue through commissions, service fees, and advertising partnerships. The Company negotiates agreements with airlines, hotels, and other travel suppliers to access their inventory and offer competitive prices to customers.

The accompanying carve-out combined and consolidated financial statements reflect the activities of the Company and each of the entities, as contemplated after the Reorganization, as described below:

Description of subsidiaries incorporated by the Company

Schedule of Description of subsidiaries

SCHEDULE OF DESCRIPTION OF SUBSIDIARIES

Name		Place and date of incorporation		Principal activities		Particulars of registered/paid up share capital		Effective interest held
PT Tunas Sukses Mandiri (“PTTSM”)		Indonesia February 8, 2010		Online ticketing and reservation		IDR 26,000,000			99	%
Nusatrip Malaysia Sdn Bhd (“NMSB”)		Malaysia March 1, 2017		Online ticketing and reservation		MYR 52,000			99	%
Nusatrip Singapore Pte. Ltd. (“NSPL”)		Singapore December 6, 2016		Online ticketing and reservation		SGD 212,206			99	%
Nusatrip International Pte. Ltd. (“NIPL”)		Singapore January 9, 2015		Online ticketing and reservation		SGD 905,007			99	%
Mekong Leisure Travel Company Limited (“MLTCL”)		Vietnam October 6, 2011		Online ticketing, reservation and system		VND 875,460,000			99	%
Vietnam International Travel and Service Joint Stock Company (“VITS”)		Vietnam November 16, 2012		Ticketing		VND 1,900,000,000			99	%
Nusatrip Technology (Beijing) Co., Ltd. (“NTBJ”)		China May 22, 2025		Online ticketing, reservation and system		CNY 715,650			99	%
Nusatrip (Hong Kong) Limited (“NTHK”)		Hong Kong July 2, 2025		Online ticketing and reservation		HK 1			99	%

Reorganization

The Reorganization transactions are completed as of the date these carve-out combined and consolidated financial statements were available to be issued:

The Company’s ultimate holding company is Society Pass Incorporated (“SOPA”), which is incorporated in State of Nevada on June 22, 2018 and is currently listed on the Nasdaq Exchange under a ticker of SOPA.

On August 15, 2022, SOPA acquired 75% of the outstanding capital stock of Nusatrip International Pte Ltd. (“NIPL”) and also purchased all of the outstanding capital stock of PT Tunas Sukses Mandiri (“PTTSM”), a company existing under the law of the Republic of Indonesia, and both engaged in online ticketing and reservation services.

On February 23, 2023, SOPA acquired additional issued capital in Nusatrip International Pte Ltd of 2,225,735 number of ordinary stock and increased its shareholding from 75% to 99%, and to the subsidiaries within the group. At the same time, Nusatrip International Pte. Ltd. acquired 99.96% of the issue share capital of PT Tunas Sukses Mandiri from SOPA.

On April 1, 2023, Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Mekong Leisure Travel Company Limited (changed business nature from Join Stock Company), a Vietnam travel agency.

On May 22, 2023, SOPA incorporated a new subsidiary Nusatrip Inc in Nevada, United States of America and owing 100% of capital stock.

On July 1, 2023, Mekong Leisure Travel Company Limited acquired 100% of the outstanding capital stock of Vietnam International Travel and Service Joint Stock Company, a Vietnam travel agency.

On November 15, 2023, SOPA restructured the group of entities by transferring the Nusatrip International Pte. Ltd. and its subsidiaries to Nusatrip Inc to form a group for the travel agency business.

On May 22, 2025, the Company’s 99% owned subsidiary Nusatrip International Pte. Ltd. acquired 100% of the outstanding capital stock of Nusatrip Technology (Beijing) Co., Ltd. (“NTBJ”), a company existing under the law of the Republic of China, and both engaged in online ticketing and reservation services.

Upon the completion of the Reorganization on May 22, 2023, these entities, through the Company, are under common control by the same beneficiary party, SOPA. Accordingly, the combination has been treated as entities under common control and thus the current capital structure has been retroactively presented in prior periods, from January 1, 2021, as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control.

Immediately before and as contemplated by the Reorganization, the Company is legally formed and ultimately controlled by SOPA. As such, the accompanying carve-out combined and consolidated financial statements include the assets, liabilities, revenue, expenses and cash flows that are directly attributable to the travel agency business before the Reorganization. The carve-out combined and consolidated financial statements are presented as if the Company had been in existence and the reorganization had been in effect during the years ended December 31, 2021, 2022, 2023, 2024 and June 30, 2025.

The excess or deficit arise from elimination between capital stock of subsidiaries and investment cost of holding companies arise from group restructuring exercise are charged to additional paid in capital and other equity is consolidated in effect during the years ended December 31, 2024 and 2023.

The assets and liabilities have been stated at historical carrying amounts. Only those assets and liabilities that are specifically identifiable to the travel agency business are included in the Company’s combined and consolidated carve-out financial statements.

All revenues, cost of revenues and operating expenses attributable to travel agency business are reflected in accompanying carve-out combined and consolidated financial statements.

Income tax liability is calculated based on a separate return basis as if SOPA had filed separate tax returns before the completion of the Reorganization. Immediately following the Reorganization, the Company began to file separate tax returns and report the income tax based on the actual tax return of each legal entity under its respective tax regime.

The consolidation of Nusatrip Inc and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period, January 1, 2021, presented in the accompanying carve-out combined and consolidated financial statements.