Business Description

NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS Organization and General FDCTech, Inc. (“FDCTech,” “the Company,” “we,” “us,” or “our”) is a financial technology company incorporated in the State of Delaware, United States of America, and is publicly traded on the OTC markets under the ticker symbol OTC: FDCT. The Company is a fully reporting public company subject to the reporting obligations of the Securities Exchange Act of 1934, as amended. The Company was founded in January 2016 as a back-office technology solution provider to the over-the-counter (“OTC”) brokerage and financial services industries. Through a series of strategic acquisitions, the Company has evolved into a diversified global financial technology platform. These acquisitions include AD Advisory Services Pty Ltd. (2021), Alchemy Markets Ltd. (2022–2023), Alchemy Prime Limited (2023), and Alchemy International Ltd. (2025), collectively expanding the Company’s operational footprint across Australia, Malta, the United Kingdom, Cyprus, Seychelles, and Mauritius. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries (collectively, the “Company”) for the year ended December 31, 2025. All intercompany balances and transactions have been eliminated in consolidation. Corporate Structure and Subsidiaries FDCTech, Inc. serves as the parent holding company. The following table presents the Company’s consolidated subsidiaries as of December 31, 2025: SCHEDULE OF CONSOLIDATED SUBSIDIARIES Subsidiary Ownership Jurisdiction Primary Business Markets Served Technology AD Advisory Services Ltd. (ADS) 51.00 % Australia Wealth Management Australia Third-party software Alchemy Markets Ltd. (AML) 100.00 % Malta FX, CFDs, Stocks, Bonds Europe (excl. UK) Condor Trading & Third-party Alchemy Prime Ltd. (APL) 100.00 % United Kingdom FX, CFDs United Kingdom Condor Trading & Third-party Alchemytech Ltd. (ATECH) 100.00 % Cyprus Technology Services Europe Condor Trading Alchemy International Ltd. (AIL) 100.00 % Seychelles FX, CFDs Asia Condor Trading & Third-party Xoala Asia (XOA) 100.00 % Mauritius Payment Intermediary Services Asia Third-party Prime Intermarket Group Eurasia (PIG) 100.00 % Mauritius FX, CFDs Asia Condor Trading & Third-party The Company consolidates all subsidiaries in which it holds a controlling financial interest. AD Advisory Services Ltd. (ADS) is consolidated as a majority-owned subsidiary ( 51.00 % ownership), with the remaining 49.00 % recognized as a noncontrolling interest in the consolidated balance sheet and statements of operations. All other subsidiaries are wholly owned (100%) and fully consolidated. NOTE 1. BUSINESS DESCRIPTION AND NATURE OF OPERATIONS (continued) Nature of Operations The Company operates through four complementary business segments, as follows: (a) Margin Brokerage Through Alchemy Markets Ltd. (Malta, regulated by the Malta Financial Services Authority (“MFSA”)), Alchemy Prime Limited (United Kingdom, regulated by the Financial Conduct Authority (“FCA”)), and Alchemy International Ltd. (Seychelles, regulated by the Financial Services Authority (“FSA”)), the Company provides multi-asset online trading services—including foreign exchange (“FX”), contracts for difference (“CFDs”), equities, commodities, and digital assets—to retail and institutional clients globally. (b) Wealth Management Through AD Advisory Services Pty Ltd. (Australia, regulated by the Australian Securities and Investments Commission (“ASIC”)), the Company operates a wealth management business with 28 financial advisors collectively managing and advising on approximately $ 530 million in funds under advice as of December 31, 2025. This segment provides licensing solutions and financial planning services to independent financial advisors operating under the Company’s Australian Financial Services license. (c) Technology and Software Development Through FDCTech, Inc. and Alchemytech Ltd. (Cyprus), the Company develops, licenses, and supports its proprietary Condor Trading Technology suite, which includes the Condor Pro Multi-Asset Trading Platform and the Condor Risk Management back-office system. This technology supports multi-asset trading, risk management, and pricing across FX, equities, commodities, and digital assets and is utilized both internally across the Company’s brokerage subsidiaries and licensed to third-party brokerage firms.…