Document

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024
 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ___________ to ____________.

 Ally Auto Receivables Trust 2024-1
 (Exact name of issuing entity as specified in its charter)

 Commission file number of issuing entity 333-262894-05

 Central Index Key Number of issuing entity 0002010413

 Ally Auto Assets LLC
 (Exact name of depositor as specified in its charter)

 Commission file number of depositor 333-286053

 Central Index Key Number of depositor 0001477336

 Ally Bank
 (Exact name of sponsor as specified in its charter)
 Central Index Key Number of sponsor (if applicable) 0001601846

 DELAWARE
 99-6173514

 (State or other jurisdiction of
 (I.R.S. Employer

 incorporation or organization)
 Identification No.)

 Ally Auto Assets LLC
 500 Woodward Avenue
 Detroit, Michigan
 48226
 (Address of principal executive offices)
 (Zip Code)
 (866) 710-4623
 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act None

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Acts. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Smaller reporting company

 Non-accelerated filer

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. None

 Registrant does not have any voting or non-voting common equity held by non-affiliates.

 Documents incorporated by reference. None

 Ally Auto Receivables Trust 2024-1

 Item 1.

 Business*

 Item 1A.

 Risk Factors*

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity*

 Item 2.

 Properties*

 Item 3.

 Legal Proceedings*

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*

 Item 6.

 Reserved *

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations*

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk*

 Item 8.

 Financial Statements and Supplementary Data*

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

 Item 9A.

 Controls and Procedures*

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance*

 Item 11.

 Executive Compensation*

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

 Item 13.

 Certain Relationships and Related Transactions and Director Independence*

 Item 14.

 Principal Accounting Fees and Services*

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 * Item is omitted in accordance with General Instruction J to Form 10-K.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).

 There are no significant obligors with respect to the pool assets held by Ally Auto Receivables Trust 2024-1 (the "Issuing Entity").

 Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).

 No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment of the pool assets held by the Issuing Entity or payments on the notes (the "Notes") or certificates (the "Certificates") issued by the Issuing Entity.

 Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).

 No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity.

 Item 1117 of Regulation AB. Legal Proceedings.

 There are no current legal proceedings pending, or to the best knowledge of management of such entity, threatened, against the Issuing Entity, the sponsor, the servicer or the depositor that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.

 The owner trustee has represented to the Issuing Entity that it is not a party to any current legal proceedings, nor is its management aware of any legal proceedings threatened against it that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.

 The indenture trustee has provided the following information for inclusion in this report on Form 10-K

 U.S. Bank National Association ("U.S. Bank") and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ( RMBS) trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees' purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default.

 U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs' claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.

 On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the "DSTs") that issued securities backed by student loans (the "Student Loans") filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association ("U.S. Bank") in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the "NCMSLT Action"). The complaint, as amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and

 special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases. On
 January 21, 2020, the Court entered an order consolidating for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the Student Loans, which remains pending.

 U.S. Bank denies liability in the NCMSLT Action and believes it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs and that it has meritorious defenses. It has contested and intends to continue contesting the plaintiffs' claims vigorously.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Substitute information provided in accordance with General Instruction J to Form 10-K

 Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.

 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119. The information has been provided previously in a Prospectus, dated March 5, 2024, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on March 7, 2024.

 Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.

 Each of Ally Bank and U.S. Bank Trust Company, National Association (each, a "Servicing Participant") has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Issuing Entity during the reporting period. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a "Report on Assessment") during the Issuing Entity's year ended December 31, 2024, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K.

 None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to each such Servicing Participant.

 Item 1123 of Regulation AB. Servicer Compliance Statement.

 Ally Bank has been identified as the servicer during the reporting period with respect to the pool assets held by the Issuing Entity. Ally Bank has provided a statement of compliance with the applicable servicing activities (the "Compliance Statement"), signed by an authorized officer, and such Compliance Statement is attached as an exhibit to this Form 10-K.

 Item 15. Exhibit and Financial Statement Schedules.

 (a)
 List the following documents filed as a part of the report

 (1)
 Financial Statements — Not Applicable.

 (2)
 Financial Statement Schedules — Not Applicable.

 (3)
 Exhibits

 •
 Second Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of November 7, 2018.

 •
 Indenture between Ally Auto Receivables Trust 2024-1 and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.

 •
 Trust Agreement between Ally Auto Assets LLC, as Depositor and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, dated as of March 13, 2024.

 •
 Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, dated as of March 13, 2024.

 •
 Rule 13a-14(d) 15d-14(d) Certification (Section 302 Certification).

 •
 Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Bank for the year ended December 31, 2024.

 •
 Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of U.S. Bank Trust Company, National Association for the year ended December 31, 2024.

 •
 Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Bank dated March 12, 2025 for the year ended December 31, 2024.

 •
 Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of U.S. Bank Trust Company, National Association dated February 27, 2025 for the year ended December 31, 2024.

 •
 Servicer Compliance Statement of Ally Bank for the year ended December 31, 2024.

 •
 Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.

 •
 Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, dated as of March 13, 2024.

 •
 Administration Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Administrator, and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.

 •
 Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.

 •
 Asset Representations Review Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of March 13, 2024.

 •
 Securities Account Control Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, dated as of March 13, 2024.

 Item 16. Form 10-K Summary.

 None.

 Signature

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 Ally Auto Assets LLC, as Depositor

 s Elliot Kahan

 Elliot Kahan

 President

 (Senior Officer in charge of securitization of the depositor)

 Date March 25, 2025

 Index of Exhibits

 Exhibit

 Description

 Method of Filing

 3.1

 Second Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of November 7, 2018.

 **

 4.1

 Indenture between Ally Auto Receivables Trust 2024-1 and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.

 *

 4.2

 Trust Agreement between Ally Auto Assets LLC, as Depositor and BNY Mellon Trust of Delaware, as Owner Trustee and Paying Agent, dated as of March 13, 2024.

 *

 4.3

 Pooling Agreement between Ally Bank, as Seller, and Ally Auto Assets LLC, dated as of March 13, 2024.

 *

 31.1

 Certification of Executive Officer Pursuant to Rule 13a-14(d) 15d-14(d).

 33.1

 Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Bank for the year ended December 31, 2024.

 33.2

 Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of U.S. Bank Trust Company, National Association for the year ended December 31, 2024.

 34.1

 Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Bank dated March 12, 2025 for the year ended December 31, 2024.

 34.2

 Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of U.S. Bank Trust Company, National Association, dated February 27, 2025 for the year ended December 31, 2024.

 35.1

 Servicer Compliance Statement of Ally Bank for the year ended December 31, 2024.

 99.1

 Trust Sale Agreement between Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.

 *

 99.2

 Custodian Agreement between Ally Bank, as Custodian, and Ally Auto Assets LLC, as Depositor, dated as of March 13, 2024.

 *

 99.3

 Administration Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Administrator, and U.S. Bank Trust Company, National Association, as Indenture Trustee, dated as of March 13, 2024.

 *

 99.4

 Servicing Agreement among Ally Bank, as Servicer, Ally Auto Assets LLC, as Depositor, and Ally Auto Receivables Trust 2024-1, as Issuing Entity, dated as of March 13, 2024.

 *

 99.5

 Asset Representations Review Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, Ally Bank, as Sponsor, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer, dated as of March 13, 2024.

 *

 99.6

 Securities Account Control Agreement among Ally Auto Receivables Trust 2024-1, as Issuing Entity, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary, dated as of March 13, 2024.

 *

 *
 Incorporated by reference to the corresponding Exhibit to the Issuing Entity's Current Report on Form 8-K filed on March 13, 2024. (File No. 333-262894-05).

 **
 Incorporated by reference to Exhibit 3.1 of Ally Auto Assets LLC's Form SF-3 Registration Statement filed on March 24, 2025 (File No. 333-286053).


ANNUAL REPORT

 Kioni Holdings Limited

 U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 Mark One

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

 For the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

 For the transition period from ______ to _______

 Commission File No. 333-277004

 Kioni Holdings Limited

 (Exact name of registrant as specified in its charter)

 Delaware

 (State or other jurisdiction of incorporation)

 8741

 (Primary Standard Industrial Classification Code Number)

 (IRS Employer Identification No.)

 114 Lavender Street, #08-72 CT Hub 2

 Singapore 338729

 Tel: (617) 313-3243

 (Address and telephone number of registrant's principal
executive offices)

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 N/A

 N/A

 NONE

 Securities registered under Section 12(g) of the Exchange Act:

 None

 (Title of Class)

 Indicate by checkmark
whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
No

 Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated Filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act:

 Indicate by checkmark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A

 Indicate by checkmark
whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court. Yes
No

 Applicable Only to Corporate Registrants

 Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the most practicable date:

 Class

 Outstanding as of March 10, 2025

 Common Stock, $ 0.0001

 1,000,000

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 PART II I

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 i | P a g e

 ITEM 1. Business

 Kioni Holdings Limited was formed on November 28, 2023.
Kioni is engaged in the business of providing back-office support to companies. Kioni offers progressive and complete solutions for our
customer's back office and administration needs. These services include accounting and bookkeeping, human resources, digital marketing
and sales, IT support and general business consulting.

 As of December 31, 2024, the Company and its subsidiary
employ a total of 12 employees Our business office is located at 114 Lavender, Street, #08-72 CT Hub 2, Singapore 338729, and our telephone
number is +(617) 313-3243.

 Item 1A. Risk Factors

 Not applicable for smaller reporting companies.

 Item 1B. Unresolved Staff Comments

 None.

 ITEM 1C. Cybersecurity

 None

 ITEM 2. PROPERTIES

 We do not own any real estate or other properties.

 ITEM 3. LEGAL PROCEEDINGS

 We are not involved in any pending legal proceeding nor are we aware of
any pending or threatened litigation against us.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

 Market Information

 As of December 31, 2024, no shares of our common stock are traded.

 Number of Holders

 As of December 31, 2024, the 1,000,000 issued and outstanding shares of
common stock were held by a total of 54 shareholders of record.

 Dividends

 No cash dividends were paid on our shares of common stock during the fiscal
years ended December 31, 2024 and 2023.

 Recent Sales of Unregistered Securities

 None.

 Purchase of our Equity Securities by Officers and Directors

 None.

 Other Stockholder Matters

 None.

 ITEM 6. SELECTED FINANCIAL DATA

 Not applicable for smaller reporting companies.

 1| P a g e

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Management's discussion and analysis of the Company's
financial condition and results of operations for the year ended December 31, 2024, and comparison to the year ended December 31, 2023
should be read in conjunction with the consolidated financial statements and notes of this Annual Report on Form 10-K.

 During the year ended December 31, 2024 the Company
was establishing its business in its markets in Singapore and Hong Kong. The Company focused on marketing its back office service offerings
and setting up additional corporate services to assist SMEs to outsource their external functions to reduce costs and be more cost competitive.

 In 2025, we will broaden our service offerings to take
on more corporate advisory and consultancy services (such services will not involve or be related to fundraising activities). We are in
discussion with a few sizeable companies to streamline their corporate activities to expand their operations in Asia and North America.
We anticipate closing one such corporate consulting contract in the first half of 2025.

 CONSOLIDATED RESULTS OF OPERATIONS

 Year ended December 31, 2024

 Period from November 28, 2023 to December 31, 2023

 Increase

 US$

 US$

 US$

 REVENUES

 62,769

 9,600

 53,169

 Cost of revenues

 (10,800)

 (6,000)

 4,800

 51,969

 3,600

 48,369

 OPERATING EXPENSES

 General and administrative expenses

 148,010

 16,550

 131,460

 TOTAL OPERATING EXPENSES

 (148,010)

 (16,550)

 131,460

 NET LOSS FROM OPERATIONS

 83,091

 PROVISION FOR INCOME TAXES

 -

 -

 -

 NET LOSS

 83,091

 Revenues

 Revenues increased by $53,169 from $9,600 to $62,769
primarily since the revenues in 2024 were for a full year while the fiscal year 2023 was only about one month from the incorporation date
of November 28 2023 to December 31, 2023. Revenue was mainly derived from to the provision of bookkeeping and corporate services.

 Net loss for the year ended December 31, 2024 was $96,041
compared to the net loss of $12,950 in 2023, an increase in loss of $83,091. As explained below, a significant portion of the losses for
2024 is attributable to an increase in professional and administrative expenses of the Company.

 In 2024, the total expenses were $148,010 as compared
to $16,550 in the 2023 fiscal year. This increase in total expense was generally due to the expenses in 2024 was for a full year while
the fiscal year 2023 was only about one month from the incorporation date of November 28 2023 to December 31, 2023. The main expenses
in 2024 were professional fees of $44,857, general administrative overhead of $125,866 and a gain on the acquisition of a subsidiary of
$22,713. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative
contracted services, such as legal and accounting.

 The Company recorded a net loss of $96,041 and $12,950 for the years ended
December 31, 2024 and 2023, respectively.

 LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, our total assets were $93,005. Total assets were comprised of $ 87,305 in current assets and $5,700 in intangible
assets.

 As of December 31, 2024, our current liabilities were $87,996 and Stockholders'
equity was $5,009.

 CASH FLOWS FROM OPERATING ACTIVITIES

 Cash used in operating activities for the years ended December 31, 2024,
and 2023 was $179,113 and $5,050, respectively, which was primarily attributable to our net loss for such years.

 CASH FLOWS FROM INVESTING ACTIVITIES

 Cash provided in investing activities for the years
ended December 31, 2024 was $67,484 which cash acquired on acquisition of subsidiary. Cash used in investing for the period 2023 was $5,700
which website development.

 CASH FLOWS FROM FINANCING ACTIVITIES

 For the year ended December 31, 2024, net cash flows provided by financing
activities was $112,000.

 Net Cash Provided by Financing Activities for the years
ended December 31, 2024, and 2023 was $112,000 and $12,000, respectively, which was from proceeds for sold the common stock.

 Commitments of Capital Expenditures

 At December 31, 2024, the Company had no commitments
for capital expenditures.

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable for smaller reporting companies.

 ITEM 8. F INANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Consolidated financial statements as of December 31,
2024, and 2023 were audited by Olayinka Oyebola & Co, the Company's independent auditors, as indicated in their report
included appearing at page 7.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 2 | P a g e

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 As required by Rule 13a-15 under the Exchange Act,
our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024.

 Our management, with the participation of our president
(our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the period covered by this report. Based on this evaluation, our president (our principal
executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our
disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports
we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the
SEC's rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive
officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required
disclosure.

 Management's Report on Internal Control over
Financial Reporting

 Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control
over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our
principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in
accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of our company's assets that could have a material effect on the
financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance
that a misstatement of our financial statements would be prevented or detected.

 Further, the evaluation of the effectiveness of internal
control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 This annual report does not include an attestation
report from our registered public accounting firm regarding internal control over financial reporting. The management's report was
not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit
us to provide only the management's report in this annual report.

 Changes in Internal Control over Financial Reporting

 There have been no changes in our internal controls over financial reporting
that occurred during the year ended December 31, 2024, that have materially or are reasonably likely to materially affect our internal
controls over financial reporting.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our directors were elected to serve until the next
annual meeting of shareholders and until their respective successors will have been elected and will have qualified. The following table
sets forth the name, age and position held with respect to our present executive officers and directors:

 Name

 Age

 Position(s)

 Date First Elected or Appointed

 Fuli, Diao

 President, Director,

 November 28, 2023

 Treasurer, Secretary

 Cao Xiaping

 August 21, 2024

 Hu Yao Jerry

 August 21, 2024

 3 | P a g e

 BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

 Mr. Fuli Diao ("Mr. Diao"), age 34, for
the past 2 years Mr Diao is the Managing Director of Gold Times Holdings Limited ("GTHL"), an investors relations and business
consulting services firm for the Greater China and Southeast Asia region. Mr. Diao is the non-executive director of Oakridge International
Limited, a medical technology devices company listed on the Australia Securities Exchange since 2020. Prior to joining GTHL, Mr. Diao
worked in Aisa Times (Hong Kong) Limited focused on business development in the media and consultancy for Greater China area. Mr Diao
has broad experience in marketing and consulting services. Mr. Diao is currently a guest professor for the Business School at the Guizhou
Education University in China.

 Mr. Diao holds a Master's Degree in Social Policy
from the Chinese University of Hong Kong and also holds dual degrees in Bachelor of Business Administration and English Literature from
Shanghai International Studies University.

 Dr. Cao Xiaping ( Dr. Cao), age 48, currently
holds a faculty position at Hang Seng Business School and research fellow of ESG center. Dr Cao has taught at Sun Yat-sen University and
Singapore Management University. Dr. Cao is an expert in finance, innovation and entrepreneurship with great experience in building innovation
driven ecosystem and technology transfer infrastructures. His main achievement includes the leading role in the cofounding of Asia Private
Equity Institute (APEI) at Singapore Management University. In Singapore, he was a regular guest lecturer at Nanyang Entrepreneurship
Center teaching the master entrepreneurship programs. Dr Cao has over 10 years' experience in teaching executive courses about Corporate
Finance, IPO, M&As, VC and PE. Dr Cao currently serves as associate editor for Economic Modelling and editorial board for Frontier
in Artificial Intelligence and several special issue for Pacific Basin Finance Journal. His publication records include over 20 papers
including ones in JFE, MS, JFQA, JIE and JBF. Dr Cao has received many awards including best paper in FMA and academic conferences. Dr
is also recipient of Lee Foundation Fellow in Singapore and MAS appreciation award for being a regular speaker at Finance Literacy Education
for the Singapore government. Dr. Cao graduated from Boston College with PhD degree in finance in 2008.

 Mr. Hu Yao Jerry ( Mr. Hu),age 66, as chairman
of Hong Kong Federation Economic and Commerce, has been active in the local Hong Kong business community over 20 years, actively participating
in economic and trade exchanges between Hong Kong and Singapore. He has worked to promote and make good use of building a platform to
promote enterprise development and social welfare affairs. Mr. Hu has been participating in organizing and hosting large-scale events
including: Selection of the most popular securities firms in Hong Kong; Annual Professional Financial Institution Service Award; Annual
Forum on New Opportunities for Economic Development and Investment. Mr. Hu has also hosted and edited the Stories of Hong Kong Famous
Brands book series, which is popular in Hong Kong. Mr. Hu holds a bachelor's degree in engineering from Donghua University. And
now he is the guest professor to Ningbo University of Technology.

 Our directors, officers or affiliates have not, within
the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any
such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

 Audit Committee, Compensation Committee and Nominations Committee

 Our Audit Committee, Compensation Committee, Nominating
and Corporate Governance committee did not have any members and did not meet during the fiscal year ended December 31, 2024. The Company
did not have an annual meeting of Stockholders during the prior year.

 Board Committees

 On December 20, 2024, our Board designated the following
three committees of the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.
The Company's designated committees currently do not have any members and the Board acts in place of such committees.

 Audit Committee. The Audit Committee is responsible
for, among other things, overseeing the financial reporting and audit process and evaluating our internal controls over financial reporting.
The Audit Committee currently does not have any members nor does it have an audit committee financial expert and the Board acts in place
of such committee. Our Board has determined that given its relatively small size, the function of the Audit Committee could be performed
by our Board as a whole without unduly burdening the duties and responsibilities of our Board member.

 Compensation Committee. The Compensation Committee
is responsible for, among other things, establishing and overseeing the Company's executive and equity compensation programs, establishing
performance goals and objectives, and evaluating performance against such goals and objectives. The Compensation Committee currently does
not have any members and the Board acts in place of such committee. Our Board has determined that given its relatively small size, the
function of the Compensation Committee could be performed by our Board as a whole without unduly burdening the duties and responsibilities
of our Board member.

 When active, the Compensation Committee may form and
delegate a subcommittee consisting of one or more members to perform the functions of the Compensation Committee. The Compensation Committee
may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities.
The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice
on compensation levels or assist in the evaluation of director, president/Chief Executive Officer or senior executive compensation, including
sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers,
but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive
officers.

 Nominating and Corporate Governance Committee. The
Nominating and Corporate Governance Committee is responsible for, among other things, identifying and recommending candidates to fill
vacancies occurring between annual Stockholder meetings and reviewing the Company's policies and programs relating to matters of
corporate citizenship, including public issues of significance to the Company and its Stockholders. The Nominating and Corporate Governance
Committee currently does not have any members and the sole member of the Board acts in place of such committee. Our Board has determined
that given its relatively small size, the function of the Nominating and Corporate Governance Committee could be performed by our Board
as a whole without unduly burdening the duties and responsibilities of our Board member.

 4 | P a g e

 Risk Oversight

 The Board is primarily responsible for overseeing our
risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel and others, as appropriate,
regarding the Company's assessment of risks. The Board focuses on the most significant risks facing the Company and our general
risk management strategy, and also ensures that the risks we undertake are consistent with the Board's risk parameters. While the
Board oversees the risk management process, our management is responsible for day-to-day risk management and, if management identifies
new or additional significant risks, it brings such risks to the attention of the Board.

 Board Leadership Structure

 Fuli Diao is the President, Chief Executive Officer
and Chairman of the Board. The Chairman of the Board presides at all meetings of the Board, unless such position is vacant, in which case,
the Chief Executive Officer of the Company would preside.

 The Company has no fixed policy with respect to the
separation of the offices of the Chairman of the Board and Chief Executive Officer. Given the Company's small size and management
team, the Company believes that it is appropriate to not separate the offices of the Chairman of the Board and Chief Executive Officer.
The Board will review this determination from time to time.

 Policy on Hedging the Economic Risks of Equity Ownership.

 The Company has no policy regarding hedging the economic
risks of equity ownership for the executive team or directors of the Company and the Company does not engage in this practice.

 Changes to security holder director nomination procedures

 The Company has not adopted procedures for considering
director candidates submitted by stockholders under Item 407(c)(2)(iv), Regulation S-K.

 Code of Ethics

 We do not currently have a Code of Ethics applicable
to our principal executive officers; however, the Company plans to implement such a code in the near future.

 Potential Conflicts of Interest

 Since we do not have a compensation committee comprised
of independent Directors, the functions that would have been performed by such committee are performed by our Board of Directors. Thus,
there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation,
in essence their own. There is also a potential conflict in that Mr. Fuli, Diao is officer and director of Kioni Holdings Limited, who
owns approximately 52% of outstanding shares of the Company.

 We are not aware of any other conflicts of interest
with any of our Executives or Directors.

 Board's Role in Risk Oversight

 The Board assesses on an ongoing basis the risks faced
by the Company. These risks include financial, technological, competitive, and operational risks. The Board's Audit Committee is
responsible for the assessment and oversight of the Company's financial risk exposures.

 Involvement in Certain Legal Proceedings

 We are not aware of any material legal proceedings
that have occurred within the past ten years concerning any Director or control person which involved a criminal conviction, a pending
criminal proceeding, a pending or concluded administrative or civil proceeding limiting one's participation in the securities or
banking industries, or a finding of securities or commodities law violations.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our Company's
officers, directors and persons who beneficially own more than 10% of a registered class of our Company's equity securities to file
reports of ownership and changes in ownership with the SEC, and to furnish to our Company copies of such reports.

 Based solely on the review of Forms 3 and 4 received
by our Company during the December 31, 2024 fiscal year, as required under Section 16(a)(2) of the Exchange Act, we noted there were no
delinquent Form 3 or 4 filings in respect of the major shareholder disclosure.

 5 | P a g e

 ITEM 11. EXECUTIVE COMPENSATION

 The following table shows for the fiscal years ending
December 31, 2024 and 2023, the compensation awarded or paid by the Company to its executive officers. No executive officers of the Company
had total salary and bonus exceeding $100,000 during such year/period.

 SUMMARY COMPENSATION TABLE

 Name and principal position

 Fiscal year

 Salary

 ($)

 Stock awards

 ($)(1)(2)

 Option awards

 ($)

 All other compensation

 ($)

 Total

 ($)

 Mr. Fuli Diao (1)

 2024

 -

 -

 -

 -

 -

 President, Director, Treasurer, Secretary

 2023

 -

 -

 -

 -

 -

 Dr. Cao Xiaping (2)

 2024

 1,679

 -

 -

 -

 1,679

 2023

 -

 -

 -

 -

 -

 Mr. Hu Yao Jerry (3)

 2024

 1,679

 -

 -

 -

 1,679

 2023

 -

 -

 -

 -

 -

 (1)

 Mr. Fuli Diao was appointed President, Director, Treasurer, Secretary on November 28, 2023.

 (2)

 Dr. Cao Xiaping was appointed Director of the Company on August 21, 2024.

 (3)

 Dr Mr. Hu Yao Jerry was appointed Director of the Company on August 21, 2024.

 Narrative Disclosure to Summary Compensation Table

 There are no employment contracts, compensatory plans
or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments
to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries,
any change in control, or a change in the person's responsibilities following a change in control of our company.

 Options Grants During the Last Fiscal Year / Stock
Option Plans

 We do not currently have a stock option plan in favor
of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with
stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal
year; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year.

 Aggregated Options Exercises in Last Fiscal Year

 No individual grants of stock options, whether or not
in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director during
our last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors since during our
last fiscal year.

 Long-Term Incentive Plans and Awards

 We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock
price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly,
no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers
or directors or employees or consultants since we were founded.

 Outstanding Equity Awards at Fiscal Year End

 No equity awards were outstanding as of the year ended
December 31, 2024.

 Compensation of Directors

 The members of our board of directors are not compensated
by our Company for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements
pursuant to which directors are or will be compensated in the future for any services provided as a director.

 We do not have any agreements for compensating our
directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options
to purchase shares of our common stock as awarded by our board of directors.

 We have determined that none of our directors are independent
directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended,
and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

 6 | P a g e

 Pension, Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted
at the discretion of the board of directors or a committee thereof.

 Long-Term Incentive Plan Awards

 We do not have any long-term incentive plans that provide
compensation intended to serve as an incentive for performance.

 Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

 None of our directors or executive officers or any
associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support
agreement, letter of credit or other similar agreement or understanding currently outstanding.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters

 The following table sets forth, as of December 31,
2024, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial
owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person
has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists
of a direct interest in the shares of common stock, except as otherwise indicated.

 Name of Beneficial Owner

 Amount and Nature of Beneficial Ownership (1)

 Percentage

 of Class

 Fuli, Diao

 524,700

 52.47%

 Cao Xiaping

 -

 -

 Hu Yao Jerry

 -

 -

 Directors and Executive Officers as a Group

 524,700

 52.47%

 Notes:

 (1) As used in this table, "beneficial ownership"
means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to
a security (i.e., the power to dispose of, or to direct the disposition of a security).

 (2) The percentages are based on 1,000,000 shares of common stock issued
and outstanding as of December 31, 2024.

 Changes in Control

 We are unaware of any contract or other arrangement
or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company.
There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our
company.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

 During the period ended March 31, 2024, the sole director
of the Group subscribed for 50,000 shares pre share split in the Group for $10,000 in January 2024.

 From November 28,2023 (inception) through December
31, 2023 the sole director subscribed for a total of 10,000 shares pre share split in the Group for $2,000.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The following is a summary of the fees billed to us
by our independent auditors (Olayinka Oyebola & Co) for professional services rendered related to the fiscal years ended
July 31, 2024 and 2023:

 2024

 2023

 US$

 US$

 Audit Fees (1)

 $

 15,638

 $

 4,000

 Audit Related Fees (2)

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $

 15,638

 $

 4,000

 1.
 Includes audit of annual financial statements and review of unaudited quarterly financial statements.

 2.
 Includes review of our registration statement.

 7 | P a g e

 Report of Independent Registered Public Accounting
Firm

 The Board of Directors and Stockholders of

 KIONI HOLDINGS, LIMITED.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Standard Kioni Holdings Limited. (the 'Company') as of December 31, 2024, and 2023, and the related statements of operations
and changes in stockholders' equity and cash flows for each of the two years ended December 31, 2024, and 2023, 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 December 31, 2024, and 2023, and the results of its operations and
its cash flows for each of the two years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated
deficit of $(108,991), net loss of $(96,041). These matters raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans with regards to these matters are also described in Note 2 to the financial statements. These
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 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
audit. 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 audits 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 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.

 Critical Audit Matters

 Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken
as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which they relate.

 /S/ Olayinka Oyebola

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants) (PCAOB ID: 5968))

 Lagos, Nigeria

 We have served as the Company's auditor since
2024.

 March 14, 2024

 8 | P a g e

 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 (in United States dollars)

 December 31, 2024

 December 31, 2023

 US$

 US$

 ASSETS

 Current assets

 Cash and cash equivalents

 1,621

 1,250

 Trade receivables

 29,800

 3,400

 Other receivables

 54,884

 -

 Deposit

 1,000

 -

 Total current assets

 87,305

 4,650

 NON-CURRENT ASSETS

 Website development

 5,700

 5,700

 Total assets

 93,005

 10,350

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payables and accruals

 71,626

 11,300

 Receipt in advance

 16,370

 -

 Subscription deposit payable

 -

 10,000

 Total current liabilities

 87,996

 21,300

 STOCKHOLDER'S EQUITY

 Common stock, authorised 1,000,000 shares at $ 0.0001 par value per share; issued 1,000,000 shares (December 31, 2023: 90,000 * shares) at $ 0.0001 par value per share

 Additional paid-in capital

 113,988

 1,999

 Accumulated deficits

 (108,991)

 Total Equity

 5,009

 (10,950)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 93,005

 10,350

 * Retrospectively restated for share split by 9 times
with effective date of September 3, 2024.

 The accompanying notes are an integral part of these
consolidated financial statements.

 9 | P a g e

 CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

 (in United States dollars, except number of shares)

 Years ended December 31, 2024

 Period from November 28, 2023 to December 31, 2023

 US$

 US$

 REVENUES

 62,769

 9,600

 Cost of revenues

 (10,800)

 (6,000)

 51,969

 3,600

 OPERATING EXPENSES

 General and administrative expenses

 148,010

 16,550

 TOTAL OPERATING EXPENSES

 (148,010)

 (16,550)

 NET LOSS FROM OPERATIONS

 PROVISION FOR INCOME TAXES

 -

 -

 NET LOSS

 Net loss per share:

 Basic and Diluted

 (0.096)

 (1.295)

 Weighted Average Number of Shares Outstanding:

 Basic and Diluted

 1,000,000

 10,000

 The accompanying notes are an integral part of these
consolidated financial statements.

 10 | P a g e

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023

 (in United States dollars)

 Number of

 Common

 Shares*

 Share Capital

 Amount

 Additional

 Paid-In Capital

 Accumulated

 Deficits

 Total

 US$

 US$

 US$

 US$

 Balance as of December 31, 2023

 900,000

 1,999

 (10,950)

 Net loss for the period

 -

 -

 -

 Shares issued for cash

 100,000

 111,989

 -

 112,000

 Balance as of December 31, 2024

 1,000,000

 113,988

 (108,991)

 5,009

 * Retrospectively restated for share split by 9 times
with effective date of September 3, 2024.

 The accompanying notes are an integral part of these
consolidated financial statements.

 11 | P a g e

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (in United States dollars)

 Year ended

 Period ended

 December 31, 2024

 December 31, 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 Gain on acquisition

 (23,590)

 -

 Changes in working capital:

 Increase in trade receivables

 (24,477)

 (3,400)

 Increase in other receivables

 (54,884)

 -

 Increase in deposit

 (1,000)

 -

 Increase in accounts payables and accruals

 14,509

 11,300

 Increase in receipt in advance

 16,370

 -

 Decrease in subscription deposits payables

 (10,000)

 -

 Net cash flows used in operating activities

 (179,113)

 (5,050)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Website development

 -

 (5,700)

 Cash acquired on acquisition of subsidiaries

 67,484

 -

 Net cash provided by financing activities

 67,484

 (5,700)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Increase in subscription deposits payable

 -

 10,000

 Proceeds from sale of common stock

 112,000

 2,000

 Net cash provided by financing activities

 112,000

 12,000

 Net increase in cash and equivalents

 1,250

 Cash and equivalents at beginning of the year/ period

 1,250

 -

 Cash and equivalents at end of the year/ period

 1,621

 1,250

 Supplemental cash flow information:

 Cash paid for:

 Interest

 -

 -

 Taxes

 -

 -

 The accompanying notes are an integral part of these
consolidated financial statements.

 12 | P a g e

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1 – ORGANIZATION AND BUSINESS

 Kioni Holdings Limited (the "Company")
is a corporation established under the corporation laws in the State of Delaware on November 28, 2023. The Company is engaged in the business
of providing back-office support to companies. Kioni offers progressive and complete solutions for our customer's back office and administration
needs. These services include accounting and bookkeeping, human resources, digital marketing and sales, IT support and general business
consulting.

 The Company has adopted December 31 fiscal year end.

 The Company and its wholly owned subsidiary-Gold Times
Holdings Limited, which was acquired on June 19, 2024, are referred to as the "Group".

 NOTE 2 – GOING CONCERN

 The Group's consolidated financial statements
as of December 31, 2024 been prepared using generally accepted accounting principles in the United States of America applicable to a going
concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Group has not
yet established a consistent ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The Group had accumulated loss of $108,991 for the year ended December 31, 2024. These factors among others raise substantial doubt about
the ability of the Group to continue as a going concern.

 In order to continue as a going concern, the Group
will need, among other things, additional capital resources. The Company has raised $100,000 by selling its shares through a registration
statement, which became effective on April 23 2024. Management's plan is to seek additional debt financing. However, management
cannot provide any assurances that the Group will be successful in accomplishing any of its plans to raise the addition debt financing
required for its operations. These consolidated financial statements do not include any adjustments related to the recoverability and
classification of assets or the amounts and classification of liabilities that might be necessary should the Group be unable to continue
as a going concern.

 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The consolidated financial statements of the Group
have been prepared in accordance with generally accepted accounting principles in the United States of America. Group' functional
and operational currency is US Dollar.

 Principles of Consolidation And Equity Accounting

 Subsidiaries

 Subsidiaries are all entities (including structured
entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date
that control ceases.

 The acquisition method of accounting is used to account
for business combinations by the group (see note Business Combinations).

 Inter-company transactions, balances and
unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.

 Equity method

 Under the equity method of accounting, the investments
are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses
of the investee in profit or loss, and the Group's share of movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the
investment.

 Where the Group's share of losses in an
equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group
does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

 Unrealised gains on transactions between the
Group and its associates and joint ventures are eliminated to the extent of the Group's interest in these entities. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted
investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

 Business Combinations

 Goodwill is stated after separate recognition
of identifiable intangible assets. It is calculated as the excess of the sum of: (a) fair value of consideration transferred, (b) the
recognized amount of any non-controlling interest in the acquiree, and (c) acquisition-date fair value of any existing equity interest
in the acquiree, over the acquisition-date fair values of identifiable net assets.

 Any contingent consideration to be transferred
by the acquirer is recognized at acquisition-date fair value. Subsequent adjustments to consideration are recognized against goodwill
only to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition
date) about the fair value at the acquisition date. All other subsequent adjustments to contingent consideration classified as an asset
or a liability are recognized in the consolidated statement of profit or loss.

 13 | P a g e

 Cash and Cash Equivalents

 For purposes of the statement of cash flows, the Group
considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

 Stock-Based Compensation

 As of December 31, 2024, the Group has not issued any
stock-based payments to its employees.

 Stock-based compensation is accounted for at fair value
in accordance with ASC 718, when applicable. To date, the Group has not adopted a stock option plan and has not granted any stock
options.

 Use of Estimates

 Preparing consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management's
estimates and assumptions.

 Income Taxes

 The Group follows the liability method of accounting
for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).
 The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date.

 The Group utilizes the Financial Accounting Standards
Board's Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740
for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification
in consolidated financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process
for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is
more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical
merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured
and recognized in the consolidated financial statements at the largest amount of benefit that is a greater than 50 percent likelihood
of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial
statement classification and disclosure. The Group's policy is that any interest or penalties related to uncertain tax positions are recognized
in income tax expense when incurred. The Group has no uncertain tax positions or related interest or penalties requiring accrual at December
31, 2024.

 New Accounting Pronouncements

 There were various accounting standards and interpretations
issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

 Fair Value of Financial Instruments

 ASC 825, "Disclosures about Fair Value of Financial
Instruments", requires disclosure of fair value information about financial instruments. ASC 820, "Fair Value Measurements"
defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures
about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information
available to management as of December 31, 2024.

 The respective carrying values of certain on-balance-sheet
financial instruments approximate their fair values. These financial instruments include cash and related party loan payable. Fair values
were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts
approximate fair value.

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 Basic and Diluted Loss Per Share

 The Group computes earnings (loss) per share in accordance
with ASC 260-10-45 "Earnings per Share", which requires presentation of both basic and diluted earnings per share on the face
of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders
by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their
effect is anti-dilutive. The Group has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are
equal.

 NOTE 4 – CAPITAL STOCK

 The Group has 1,000,000 shares of common stock authorized with a par value
of $0.0001 per share.

 As of December 31, 2024, the Group had 1,000,000 shares issued and outstanding.

 NOTE 5 – RELATED PARTY TRANSACTIONS

 In support of the Group's efforts and cash requirements,
it may rely on advances from related parties until such time that the Group can support its operations or attains adequate financing through
sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors,
or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature
and have not been formalized by a promissory note.

 During the year ended December 31, 2024, the director
of the Group subscribed for 50,000 shares in the Group for $10,000 in January 2024. From November 28,2023 (inception) through December
31, 2023 the director subscribed for a total of 10,000 shares in the Group for $2,000.

 NOTE 6. SUBSEQUENT EVENTS

 The Group has evaluated and determined that there are
no subsequent events from December 31, 2024 to the date the consolidated financial statements were issued.

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 ITEM 15. EXHIBITS

 Exhibits:

 31.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

 32.1

 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 ITEM 16. FORM 10-K SUMMARY.

 As permitted, the registrant has elected not to supply a summary of information
required by Form 10-K.

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 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, there unto duly authorized

 Dated: 15 March, 2025

 By:

 /s/ Elvis Diao

 Elvis Diao, President and Chief

 Executive Officer and Chief Financial Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Fuli, Diao

 President, Director, Treasurer and Secretary

 15 March, 2025

 Fuli, Diao

 /s/ Cao Xiaping

 15 March, 2025

 Cao Xiaping

 /s/ Hu Yao Jerry

 15 March, 2025

 Hu Yao Jerry

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