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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

ANTELOPE ENTERPRISE HOLDINGS LTD.

(Translation of registrant’s name into English)

 

Room 1802, Block D, Zhonghai International Center,

Hi- Tech Zone, Chengdu, Sichuan Province, PRC CHINA

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

Explanatory Note

 

Attached hereto as Exhibits 99.1 and 99.2 are Registrant’s Condensed Interim Unaudited Consolidated Financial Statements as of March 31, 2026 and for the Six Months ended March 31, 2026 and March 31, 2025 and Management’s Discussion and Analysis.

 

Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Unaudited Condensed Consolidated Financial Statements as of March 31, 2026 and for the Six Months Ended March 30, 2026 and 2025
99.2   Management’s Discussion and Analysis
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

Date: June 30, 2026 ANTELOPE ENTERPRISE HOLDINGS LTD.
     
  By:  /s/ Tingting Zhang
    Tingting Zhang
    Chief Executive Officer

 

 

 

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Exhibit 99.1

 

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

       

As of

March 31, 2026

   

As of

September 30, 2025

 
    Notes   USD’000     USD’000  
        (Unaudited)        
                 
ASSETS AND LIABILITIES                    
NON-CURRENT ASSETS                    
Plant and equipment, net         3,175       3,295  
Right-of-use assets, net   13     800       1,095  
Security deposit         23       198  
Digital assets   14     904       -  
Note receivables   10     5,255       5,305  
Total non-current assets         10,157       9,893  
                     
CURRENT ASSETS                    
Trade receivables         395       91  
Inventories         5       5  
Other receivables and prepayments         7,352       5,287  
Loan receivable   9     20,532       19,895  
VAT receivable         1       10  
Cash and bank balances         1,778       1,927  
Total current assets         30,063       27,215  
                     
Total assets         40,220       37,108  
                     
CURRENT LIABILITIES                    
Trade payables   11     2,099       1,930  
Accrued liabilities and other payables   12     1,519       2,026  
Note payables   15     1,496       2,428  
Deferred revenue         1,310       1,459  
Amounts owed to related parties   17     1,180       391  
Lease liabilities   13     228       346  
Taxes payables         800       827  
Total current liabilities         8,632       9,407  
                     
NET CURRENT ASSETS         21,431       17,808  
                     
NON-CURRENT LIABILITIES                    
Lease liabilities   13     629       808  
Total non-current liabilities         629       808  
                     
Total liabilities         9,261       10,215  
                     
NET ASSETS         30,959       26,893  
                     
EQUITY                    
Reserves   16     29,971       26,657  
Non-controlling interest         988       236  
                     
Total equity         30,959       26,893  

 

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

 

 

 

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

 

        2026     2025  
        SIX MONTHS ENDED MARCH 31,  
        2026     2025  
    Notes   USD’000     USD’000  
                 
Net sales   5   $ 29,904     $ 48,725  
                     
Cost of goods sold         (28,620 )     (47,488 )
                     
Gross profit         1,284       1,237  
                     
Other income   5     2,065       1,218  
Selling and distribution expenses         (857 )     (1,162 )
Administrative expenses         (4,505 )     (4,097 )
Finance costs   6     (289 )     (710 )
Other expenses         (287 )     (273 )
                     
Loss before taxation   6     (2,589 )     (3,787 )
                     
Income tax expense   7     (2 )     (6 )
                     
Net loss for the period         (2,591 )     (3,793 )
                     
Net income (loss) attributable to                    
Equity holders of the Company         (3,327 )     (4,130 )
Non-controlling interest         736       337  
Net loss         (2,591 )     (3,793 )
                     
Other comprehensive loss                    
Exchange differences on translation of financial statements of foreign operations         668       (563 )
Exchange differences on translation of financial statements of foreign operations - non-controlling interest         16       (16 )
                     
Total comprehensive loss         (1,907 )     (4,372 )
                     
Total comprehensive income (loss) attributable to                    
Equity holders of the Company         (2,659 )     (4,693 )
Non-controlling interest         752       321  
Total comprehensive loss         (1,907 )     (4,372 )
                     
Net loss per share attributable to the equity holders of the Company *                    
Basic and Diluted (USD)**   8     (0.89 )     (1.69 )

 

* reflected the 1-for-6 reverse split effective on March 5, 2026.
** earnings per share for basic and diluted weighted average shares outstanding are the same due to anti-dilutive feature resulting from the net loss for the year

 

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

 

 

 

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

 

    Share Capital     Reverse recapitalization reserve     Merger reserve     Share-based payment reserves     Statutory reserve     Capital reserve     Retained earnings     Currency translation reserve     Total     Non-controlling Interest     Total Equity  
    USD’000     USD’000     USD’000     USD’000     USD’000     USD’000     USD’000     USD’000     USD’000     USD’000     USD’000  
Notes                                          16                                                                                                                      
                                                                                         
Balance at October 1, 2025     149,053       (79,596 )     9,257       35,399       21,238       9,614       (119,400 )     1,092       26,657       236       26,893  
                                                                                         
Net income (loss) for the period     -       -       -       -       -       -       (3,327 )     -       (3,327 )     736       (2,591 )
Exchange difference on transaction of financial statements of foreign operations     -       -       -       -       -       -       -       668       668       16       684  
Total comprehensive loss for the period     -       -       -       -       -       -       (3,327 )     668       (2,659 )     752       (1,907 )
Shares issued for paying off interest payable     1,881       -       -       -       -       -       -       -       1,881       -       1,881  
Conversion of long-term notes into common shares     1,401       -       -       -       -       -       -       -       1,401       -       1,401  
Equity compensation - employee share-based compensation     -       -       -       2,691       -       -       -       -       2,691       -       2,691  
Balance at March 31, 2026     152,335       (79,596 )     9,257       38,090       21,238       9,614       (122,727 )     1,760       29,971       988       30,959  
                                                                                         
Balance at October 1, 2024     130,300       (79,596 )     9,257       32,786       21,238       9,614       (106,599 )     2,564       19,564       438       20,002  
Net income (loss) for the period     -       -       -       -       -       -       (4,131 )     -       (4,131 )     337       (3,794 )
Exchange difference on transaction of financial statements of foreign operations     -       -       -       -       -       -       -       (563 )     (563 )     (16 )     (579 )
Total comprehensive loss for the period     -       -       -       -       -       -       (4,131 )     (563 )     (4,694 )     321       (4,373 )
Issuance of new shares for equity financing     6,760       -       -       -       -       -       -       -       6,760       -       6,760  
Conversion of long-term notes into common shares     2,901       -       -       -       -       -       -       -       2,901       -       2,901  
Equity compensation - employee share-based compensation     -       -       -       758       -       -       -       -       758       -       758  
Balance at March 31, 2025     139,961       (79,596 )     9,257       33,544       21,238       9,614       (110,730 )     2,001       25,289       759       26,048  

 

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

 

 

 

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

        2026     2025  
        Six Months Ended March 31,  
        2026     2025  
    Notes   USD’000     USD’000  
                 
CASH FLOWS FROM OPERATING ACTIVITIES:                    
Loss before taxation       $ (2,589 )   $ (3,787 )
Adjustments for                    
Operating lease charge         100       148  
Depreciation of plant and equipment         121       163  
Gain on disposal of plant and equipment         -     (27 )
Fair value gain on digital assets         (4)       -  
Loss on convertible note conversion   15     263       467  
Interest expense on note payables   15     -       157  
Standstill fee on note payables   15     206       31  
Share based compensation   16     2,690       758  
Interest expense on lease liabilities   13     54       82  
Amortization of original issue discount of convertible note   15     -       106  
Operating cash flows before working capital changes         841     (1,902 )
(Increase) decrease in trade receivables         (303 )     167  
(Increase) in inventory         -       (2 )
(Increase) decrease in other receivables and prepayments         (1,892 )     3,164  
(Increase) decrease in loan receivable         (637 )     273  
Increase (decrease) in trade payables   11     169       (1,972 )
(Decrease) in deferred revenue         (151 )     (5,131 )
(Decrease) in taxes payable         (20 )     (54 )
Increase in accrued liabilities and other payables   12     1,377       32  
Cash used in operations         (616 )     (5,425 )
Income tax paid         -       (3 )
Net cash used in operating activities         (616 )     (5,428 )
                     
CASH FLOWS FROM INVESTING ACTIVITIES:                    
Acquisition of fixed assets         (1 )     (1,168 )
Proceeds from collection of note receivables   10     50       -  
Purchase of digital assets   14     (1,000 )     -  
Proceeds from disposal of digital assets   14     100       -  
Purchase of available-for-sale financial asset         -       (1,147 )
                     
Net cash used in investing activities         (851 )     (2,315 )
                     
CASH FLOWS FROM FINANCING ACTIVITIES:                    
Payment for lease liabilities   13     (154 )     (230 )
Issuance of share capital for equity financing   16     -       6,760  
Proceeds from promissory note   15     -       886  
Advance from (Repayment to) related parties   17     786       (309 )
                     
Net cash generated from financing activities         632       7,107  
                     
NET DECREASE IN CASH & CASH EQUIVALENTS         (835 )     (636 )
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD         1,927       1,555  
EFFECT OF FOREIGN EXCHANGE RATE DIFFERENCES         686       (578 )
                     
CASH & CASH EQUIVALENTS, END OF PERIOD       $ 1,778     $ 341  

 

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

 

 

 

ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2026

(UNAUDITED)

 

1. GENERAL INFORMATION

 

Antelope Enterprise Holdings Limited (“Antelope Enterprise” or the “Company”), formerly known as China Ceramics Co., Ltd (“CCCL”), is a British Virgin Islands company operating under the BVI Business Companies Act (2004) with its shares listed on the NASDAQ Stock Market (Ticker: AEHL). The head office of the Company is located at Room 1802, Block D, Zhonghai International Center, Hi-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (“PRC”).

 

On March 5, 2026, the Company effected a one-for-six reverse split of its issued and outstanding Class A ordinary shares.

 

Antelope Enterprise and its subsidiaries’ corporate structure as of March 31, 2026 was as follows:

 

 

2. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the audited consolidated financial statements and related footnotes on Form 20-F for the nine months ended September 30, 2025 as filed with the Securities and Exchange Commission. The accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Results for the six months ended March 31, 2026 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

 

 

 

Effective January 1, 2024, the Company changed its financial statements presentation of its reporting currency from RMB to USD or (US: $). Financial information for all periods presented in the filing were recast into the new reporting currency using a methodology consistent with IAS 21. Accordingly, the interim consolidated financial statements as of March 31, 2026 and September 30, 2025, and for the six months ended March 31, 2026 and 2025 were presented in USD, unless otherwise stated. They were approved for issue by the Audit Committee of the Board of Directors and the Board of Directors on June 30, 2026.

 

These interim financial statements have been prepared in accordance with the same accounting policies adopted in the 2025 annual financial statements, and accounting policy changes that are expected to be reflected in the 2026 annual financial statements. Details of any changes in accounting policies are set out in note 3.

 

These interim financial statements contain condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2025 annual financial statements.

 

3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

 

Effective January 1, 2024, the Company changed its presentation currency from RMB to USD to be more relevant to users.

 

Prior to January 1, 2024, the Company reported its annual and interim consolidated financial statements in RMB. In making this change in presentation currency, the Company followed the recommendations set out in IAS 21, the Effects of Change in Foreign Exchange Rates.

 

All resulting exchange differences arising from the translation are included as separate component of other comprehensive income (loss).

 

The effect of the change in presentation currency to USD was applied prospectively in the financial statements effective January 1, 2024. The financial position of the Company as of January 1, 2024 has been translated from RMB to USD at an exchange rate of 7.10.

 

All transactions for the Company are recorded in USD from January 1, 2024 and onwards. Transactions denominated in currencies other than USD are considered foreign currency transactions. Foreign currency transactions are translated into USD using the foreign currency rates prevailing at the date of the transaction. Period-end balances of monetary assets and liabilities in foreign currency are translated to USD using period-end foreign currency rates. Foreign currency gains and losses arising from the settlement of foreign currency transactions are recognized in profit or loss.

 

At the date of authorization of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the six months ended March 31, 2026 and which have not been adopted in these financial statements. These include the following which may be relevant to the Group:

 

Standard   Effective date
IFRS 18 Presentation and Disclosure in Financial Statements   1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures   1 January 2027
Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures   1 January 2027
IAS 21 Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21)   1 January 2027
Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture   Date to be determined

 

The management of the Company anticipate that the application of all the new and amendments to IFRSs will have no material impact on the consolidated financial statements in the foreseeable future.

 

Investment Transactions

 

Digital assets are accounted for as intangible assets under IAS 38 Intangible Assets. They are initially measured at cost. Subsequently, they are measured using the revaluation model and are carried at their revalued amount, being fair value at the date of revaluation less any subsequent accumulated impairment losses. Fair value is determined in accordance with IFRS 13 Fair Value Measurement using quoted prices in active markets (Level 1 inputs), based on the principal or most advantageous market. Revaluation increases are recognized in other comprehensive income and accumulated in equity within the revaluation surplus, except to the extent that they reverse a previous revaluation decrease recognized in profit or loss. Revaluation decreases are recognized in profit or loss to the extent they exceed any existing revaluation surplus relating to the same asset; otherwise, they are recognized in other comprehensive income by reducing the revaluation surplus.

 

 

 

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. These estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to digital assets, useful lives and impairment assessment of plant and equipment, impairment loss recognized in respect of plant and equipment, income tax, provision for deferred tax, impairment of trade and other receivables, share-based payment transaction. Actual results may differ from these estimates.

 

5. REVENUE AND OTHER INCOME

 

  a) Revenue comprises the fair value of the consideration received or receivable for the sale of goods.
     
    An analysis of the Company’s revenue and other income is as follows:

 SCHEDULE OF ANALYSIS ABOUT COMPANY'S REVENUE AND OTHER INCOME

    2026     2025  
    For the six months ended March 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
Revenues                
Business management and consulting     471       272  
Livestreaming ecommerce     29,379       48,453  
Other     54       -  
                 
Total revenues     29,904       48,725  
                 
Other income                
Interest income     6       23  
Tax subsidies     1,298       1,030  
Write-back of payable     692       -  
Other income     69       165  
                 
Total other income     2,065       1,218  

 

  b) Segment reporting

 

The Company identifies operating segments and prepares segment information based on the regular internal financial information reported to the Chief Executive Officer and executive directors, who are the Company’s chief operating decision makers for their decisions about the allocation of resources to the Company’s business components and for their review of the performance of those components.

 

All of the Company’s operations are considered by the chief operating decision makers to be aggregated into two reportable operating segments: 1) the provision of livestreaming ecommerce industry which was acquired as part of a strategic transformation towards trending technology businesses in China to mitigate the challenging conditions in the real estate market in China, and associated industries like the Company’s legacy ceramic tile business, and (2) business management and consulting. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Company’s chief operating decision makers in deciding how to allocate resources and in assessing performance.

 

The business of the Company is engaged entirely in the PRC. The Chief Executive Officer and executive directors regularly review the Company’s business as one geographical segment.

 

 

 

The following table shows the Company’s operations by business segment for the six months ended March 31, 2026 and 2025.

 SCHEDULE OF OPERATIONS BY BUSINESS SEGMENT

    2026     2025  
    For the six months ended March 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
Revenues                
Business management and consulting   $ 471     $ 272  
Livestreaming ecommerce     29,379       48,453  
Other     54       -  
Total revenues     29,904       48,725  
                 
Cost of goods sold                
Business management and consulting     77       60  
Livestreaming ecommerce     28,543       47,428  
Total cost of goods sold     28,620       47,488  
                 
Operating costs and expenses                
Business management and consulting     224       153  
Livestreaming ecommerce     1,304       1,515  
Other     4,123       4,301  
Total operating costs and expenses     5,651       5,969  
                 
Other expense                
Business management and consulting     24       -  
Livestreaming ecommerce     263       -  
Other     -       273  
Total other expense     287       273  
                 
Other income                
Business management and consulting     1       7  
Livestreaming ecommerce     1,996       1,184  
Other     68       27  
Total other income     2,065       1,218  
                 
Loss from operations                
Business management and consulting     147       66  
Livestreaming ecommerce     1,265       694  
Other     (4,001 )     (4,547 )
Loss from operations   $ (2,589 )   $ (3,787 )

 

 

 

    As of
March 31, 2026 (Unaudited)
    As of
September 30, 2025
 
    USD’000     USD’000  
Segment assets                
Business management and consulting/software     21,170       20,205  
Livestreaming ecommerce     6,199       4,004  
Others     12,851       12,899  
Total assets     40,220       37,108  

 

6. LOSS BEFORE TAXATION

 SCHEDULE OF LOSS BEFORE TAXATION

    2026     2025  
    For the six months ended March 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
Finance costs                
Interest expense on lease liabilities     54       82  
Interest expense on note payables     235       628  
Depreciation of fixed assets     121       163  
Depreciation charge of right-of-use assets for leases     100       148  
Marketing and promotion expense     728       808  

 

7. INCOME TAX

 SCHEDULE OF INFORMATION ABOUT INCOME TAX EXPENSES

    2026     2025  
    For the six months ended March 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
Current Tax:                
PRC Income Tax Expense     2       6  
Total income tax expense     2       6  

 

British Virgin Islands Profits Tax

 

The Company has not been subject to any taxation in this jurisdiction for the six months ended March 31, 2026 and 2025.

 

Hong Kong Profits Tax

 

The subsidiaries in Hong Kong are subject to tax charged on Hong Kong sourced income, the corporate tax rate in Hong Kong is a two-tier one starting with the year of assessment 2018/2019 (from April 1, 2018): the tax is 8.25% (7.5% for unincorporated companies) on the first 2 million HKD of taxable profits and 16.5% (15% for unincorporated companies) for the rest of the profits. No Hong Kong profits tax has been provided as the Company has no assessable profit arising in Hong Kong for the six months ended March 31, 2026 and 2025.

 

US Income Tax

 

The Company’s U.S. subsidiaries are subject to U.S. federal income tax rate of 21%, and New York state corporate income tax with rates ranging from 6.5% to 7.25%.

 

 

 

PRC Income Tax

 

Most subsidiaries of the Company in the PRC are subject to the enterprise income tax in accordance with “PRC Enterprise Income Tax Law”, and the applicable income tax rate for the six months ended March 31, 2026 and 2025 is 25%. Both Antelope Holdings (Chengdu) Co., Ltd (“Antelope Chengdu”) and Chengdu Future Talented Management and Consulting Co, Ltd (“Chengdu Future”) are subject to 5.0% preferential income tax rate since it qualified as a high-tech company for the six months ended March 31, 2026 and 2025.

 

8. LOSS PER SHARE

SCHEDULE OF LOSS PER SHARE 

    2026     2025  
    For the six months ended March 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
Loss attributable to holders of ordinary shares (USD’000):                
Net loss     (3,327 )     (4,130 )
Weighted average number of ordinary shares outstanding used in computing basic earnings per share *     3,726,200       2,440,920  
Weighted average number of ordinary shares outstanding used in computing diluted earnings per share *     3,726,200       2,440,920  
Income (loss) per share - basic (USD)     (0.89 )     (1.69 )
Income (loss) per share - diluted (USD) **     (0.89 )     (1.69 )

 

* The number of shares reflected the one-for-six reverse split effective on March 5, 2026.

 

** Warrants to purchase Class A ordinary shares are not included in the diluted loss per share calculations when their effect is antidilutive. For the six months ended March 31, 2026 and 2025, 175 shares and 209 shares, respectively, on a weighted average basis of potential Class A ordinary shares related to outstanding Class A ordinary shares warrants were excluded from the calculation of diluted net loss per share as such shares are antidilutive when there is a loss.

 

9. LOAN RECEIVABLE

 

From March 31, 2023 to March 31, 2026, Anhui Zhongjun Enterprise Management Co., Ltd (“Anhui Zhongjun”) borrowed a total of $ 20,532,000 from Antelope Enterprise Holdings (Chengdu) Co., Ltd. This loan will be repaid in installments over a period of three years from the date of disbursement. On September 1, 2025, the Company signed an amend repayment agreement, per the amend agreement, the company has waived its right to collect interest. Anhui Zhongjun is required to repay the full amount before December 31, 2030.

 

10. NOTE RECEIVABLES

 

On April 28, 2023, the Company completed the sale of Stand Best Creation Limited and its subsidiaries, Hengda and Hengdali, to New Stonehenge Limited for a total of $ 8,500,000. On September 27, 2025, the Company signed an amend repayment agreement, per the amend agreement, the company has waived its right to collect interest and New Stonehenge Limited is required to repay the full amount before April 28, 2027. As of March 31, 2026, total balance of note receivables was $ 5,255,000.

 

11. TRADE PAYABLES

 SCHEDULE OF INFORMATION ABOUT TRADE PAYABLES

    As of  
    March 31, 2026 (Unaudited)     September 30, 2025  
    USD’000     USD’000  
Trade payables     2,099       1,930  

 

Trade payables are denominated in Renminbi, non-interest bearing and generally settled within 120-day terms. All of the trade payables are expected to be settled within one year. The carrying value of trade payables is considered to be a reasonable approximation of fair value.

 

 

 

12. ACCRUED LIABILITIES AND OTHER PAYABLES

 SCHEDULE OF INFORMATION ABOUT ACCRUED LIABILITIES AND OTHER PAYABLES 

    March 31, 2026     September 30, 2025  
    As of  
    March 31, 2026 (Unaudited)     September 30, 2025  
    USD’000     USD’000  
Accrued salary     390       100  
Others     1,129       1,926  
Total     1,519       2,026  

 

Accrued liabilities consist mainly of accrued rental, wages and utility expenses.

 

The carrying value of accrued liabilities and other payables is considered to be a reasonable approximation of fair value.

 

13. RIGHT-OF-USE ASSETS AND LEASES LIABILITIES

 

(a) Amounts recognized in the consolidated statement of financial position

 

The carrying amounts of right-of-use assets for lease are as below:

 SUMMARY OF CARRYING AMOUNTS OF RIGHT-OF-USE ASSETS FOR LEASE

Net book amount at September 30, 2025   $ 1,095,000  
Net book amount at March 31, 2026   $ 800,000  

 

The lease liabilities are as below:

 SCHEDULE OF LEASE LIABILITIES

    March 31, 2026 (Unaudited)     September 30, 2025  
    USD’000     USD’000  
Lease liabilities - current     228       346  
Lease liabilities – non-current     629       808  
Total     857       1,154  

 

Contractual undiscounted cash flows for the leases:

 SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR THE LEASES

    As of March 31, 2026 (Unaudited)  
    Within one year     One to five years     Total contractual undiscounted cash flow  
    USD’000     USD’000     USD’000  
Undiscounted cash flows for the leases:     318       717       1,035  

 

Contractual undiscounted cash flows for the leases:

 

    As of September 30, 2025  
    Within one year     One to five years     Total contractual undiscounted cash flow  
    USD’000     USD’000     USD’000  
Undiscounted cash flows for the leases:     463       939       1,402  

 

(b) Amounts recognized in the consolidated income statement

 

The consolidated income statement shows the following amounts relating to leases:

 SUMMARY OF CONSOLIDATED INCOME STATEMENT SHOWING THE AMOUNTS RELATING TO LEASES

    Six months ended  
    March 31, 2026 (Unaudited)  
    USD’000  
Amortization charge of right-of-use assets     100  
Interest expense     54  

 

    Six months ended  
    March 31, 2025 (Unaudited)  
    USD’000  
Amortization charge of right-of-use assets     148  
Interest expense     82  

 

The total cash outflow in financing activities for leases during the six months ended March 31, 2026 and 2025 was $ 154,000, and $ 230,000, respectively.

 

 

 

14. DIGITAL ASSETS

 

During the six months ended March 31, 2026, the Company purchased digital assets from BitGo Trust Company, a digital asset infrastructure and financial services company. The table below summarizes the amounts shown on the Company’s consolidated balance sheet as of March 31, 2026.

 

SCHEDULE OF DIGITAL ASSETS

    March 31, 2026 (Unaudited)  
    Units     Cost Basis     Fair Value  
Digital assets held:                        
Bitcoin     13.25     $ 899,578     $ 904,424  

 

Bitcoin does not represent cash, cash equivalents, or a stablecoin, and it is not redeemable or convertible on a dollar-for-dollar basis with any fiat currency. The value of Bitcoin is not fixed and is subject to market volatility, with prices determined by supply and demand in active trading markets. As of March 31, 2026, no impairment or downward revaluation was recognized.

 

The following represents the changes in quantity of bitcoin and the respective fair value:

SCHEDULE OF CHANGES IN QUANTITY OF BITCOIN

    Bitcoin     Fair Value  
Beginning balance as of October 1, 2025     -     $ -  
Bitcoin purchased     14.64       1,000,000  
Bitcoin sold     (1.39 )     (100,422 )
Net realized gain on investments in bitcoin     -       4,846  
Ending balance as of March 31, 2026     13.25     $ 904,424  

 

15. NOTE PAYABLES

 

Unsecured Promissory Note in December 2022

 

On December 12, 2022, the Company entered into a note purchase agreement (the “2022 Note Purchase Agreement”) with an investor, pursuant to which the Company issued to the investor an unsecured Promissory Note of $1,332,500, for $1,250,000 in gross proceeds. The note included an original issue discount, or OID, of $62,500 along with $20,000 for investor’s fees, costs and other transaction expenses in connection with the issuance of the note. This OID was recognized as a debt discount is amortized over the life of the note. The note bears interest at 8% per annum compounding daily, and has a term of 18 months. Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right to redeem the Note at any time six (6) months after the 2022 note purchase price date (the “2022 Note Redemption Start Date”), subject to maximum monthly redemption amount of $200,000. The Company should pay the applicable redemption amount in cash to the Investor within three (3) Trading Days following the investor’s delivery of a redemption notice. At the end of each month following the 2022 Note Redemption Start Date, if the Company has not reduced the outstanding balance by at least $200,000, then by the fifth (5th) day of the following month, the Company must pay in cash to the Investor the difference between $200,000 and the amount actually redeemed in such month or the Outstanding Balance will automatically increase by one percent (1%) as of such fifth (5th) day. Under the 2022 Note Purchase Agreement, while the Note is outstanding, the Company agreed to keep adequate public information available and maintain its Nasdaq listing. Upon the occurrence of a Trigger Event (as defined in the note), the Investor shall have the right to increase the balance of the Note by fifteen percent (15%) for Major Trigger Event (as defined in the Note) and five percent (5%) for Minor Trigger Event (as defined in the Note). In addition, the Note provides that upon occurrence of an Event of Default (as defined in the note), the interest rate shall accrue on the outstanding balance at the rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable law.

 

During the six months ended March 31, 2025, the Company amortized OID of nil and recorded $ 2,764 interest expense on this note, and the Company and Lender exchanged partitioned notes of $ 303,202 for the delivery of 6,395 Class A ordinary shares. The Company recorded $ 71,075 losses on conversion of these notes in the six months ended March 31, 2025. As of March 31, 2025, the Company repaid in full of this note.

 

Unsecured Promissory Note in July 2023

 

On July 26, 2023, the Company entered into a note purchase agreement (“2023 Note Purchase Agreement”) with an investor, pursuant to which the Company issued to the investor an unsecured Promissory Note of $ 1,070,000, for $1,000,000 in gross proceeds. The note included an original issue discount, or OID, of $50,000 along with $20,000 for investor’s fees, costs and other transaction expenses in connection with the issuance of the note. This OID was recognized as a debt discount is amortized over the life of the note. The note bears interest at 8% per annum compounding daily and has a term of 18 months. All outstanding principal and accrued interest on the Note will become due and payable eighteen (18) months after the purchase price of the Note is delivered by Purchaser to the Company (the “2023 Note Purchase Price Date”). The Company may prepay all or a portion of the Note at any time by paying 120% of the outstanding balance elected for pre-payment. The Investor has the right to redeem the Note at any time six (6) months after the 2023 Note Purchase Price Date (the “2023 Note Redemption Start Date”), subject to maximum monthly redemption amount of $200,000. The Company should pay the applicable redemption amount in cash to the Investor within three (3) Trading Days following the investor’s delivery of a redemption notice. At the end of each month following the 2023 note Redemption Start Date, if the Company has not reduced the Outstanding Balance by at least $160,000, then by the fifth (5th) day of the following month, the Company must pay in cash to the Investor the difference between $160,000 and the amount actually redeemed in such month or the Outstanding Balance will automatically increase by one percent (1%) as of such fifth (5th) day. Under the 2023 Note Purchase Agreement, while the note is outstanding, the Company agreed to keep adequate public information available and maintain its Nasdaq listing.

 

 

 

During the six months ended March 31, 2025, the Company amortized OID of $ 7,000 and recorded $ 33,409 interest expense on this Note, and the Company and Lender exchanged partitioned notes of $ 740,000 for the delivery of 20,348 Class A ordinary shares. The Company recorded $ 277,449 loss on conversion of these notes in the six months ended March 31, 2025. On May 12, 2025, the Company repaid in full of this note.

 

Unsecured Promissory Note in January 2024

 

On January 25, 2024, the Company entered into a note purchase agreement (the “2024 Note Purchase Agreement”) with Guoxiang Hu (the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note in the principal amount of $ 4,630,000 (the “Note”). The Note bears interest at a rate of 16% per annum. All outstanding principal and accrued interest on the Note will become due and 9 months after the purchase price of the Note is delivered by Investor to the Company (the “Purchase Price Date”). The Company may prepay all or a portion of the outstanding balance of the Note prior to its maturity date.

 

Global Pacific Securities US Inc. (“Global Pacific”) has acted as the lead advisor of the Company for the transaction contemplated in the 2024 Note Purchase Agreement, and the Company agreed to pay Global Pacific a cash fee equal to three percent (3%) of the gross proceeds and to reimburse Global Pacific for its accountable expenses up to $ 30,000 and to issue to Global Pacific restricted Class A ordinary shares of the Company (“Share Compensation”), in an amount equal to 7.5% of the gross proceeds. On February 2, 2024, the Company issued 193,994 restricted Class A ordinary shares to Global Pacific.

 

In addition, the Company may not assign the Note without prior written consent of the Investor. The Investor may be sold, assigned or transferred by the Investor without the Company’s prior written consent. However, in the event that the Company has identified any individual(s) or entity(ies) that is satisfactory to the Company, to purchase the Note from the Investor, the Investor agreed to use his best efforts to sell, transfer and assign the Note to such individual or entity identified by the Company within ten (10) calendar days following receipt of a written notice from the Company, at a price that equal to the outstanding balance of the Note.

 

Under the 2024 Note Purchase Agreement, Weilai Zhang, our CEO and Chairman of the board, agreed to enter into a share pledge agreement with the Investor, on January 25, 2024 (the “Pledge Agreement”), to pledge all Class B ordinary shares of the Company, no par value (“Class B ordinary shares”) owned by him, including any additional Class B ordinary shares issued to him while the Note is outstanding, and any proceeds thereof to secure the Company’s payment and performance of any and all obligations, liabilities and indebtedness of the Company to the Investor pursuant to the terms of the 2024 Note Purchase Agreement.

 

During the six months ended March 31, 2025, the Company recorded $ 571,032 interest expense on this Note, and the Company and Lender exchanged partitioned notes of $ 250,000 for the delivery of 8,333 Class A ordinary shares. The Company recorded $ 30,000 gain on conversion of these notes in the six months ended March 31, 2025. On September 15, 2025, the Company repaid in full of this note.

 

Unsecured Promissory Note in September 2024

 

On September 25, 2024, the Company entered into a Note Purchase Agreement with an investor, pursuant to which the Company issued to the Purchaser an unsecured Promissory Note of $990,000, for $886,000 in gross proceeds. The Note included an original issue discount (“OID”) of $99,000 along with $5,000 for investor’s fees, costs and other transaction expenses in connection with the issuance of the note. The OID was recognized as a debt discount is amortized over the life of the note. The Note is due on March 25, 2025.

 

During the six months ended March 31, 2025, the Company amortized OID of $99,000 on this Note and the Company and Lender exchanges these Partitioned notes of $990,000 for the delivery of 9,039 shares of the Company’s common stock (pre-reverse split). The Company recorded $142,055 loss on conversion of these notes for the six months ended March 31, 2025. As of March 31, 2025, the Company repaid in full of this note.

 

Unsecured Promissory Note in July 2025

 

On July 24, 2025, the Company entered into a Note Purchase Agreement with an investor, pursuant to which the Company issued an unsecured promissory note with an aggregate commitment of up to $ 50,000,000 (the “Commitment Amount”). On July 24, 2025, the investor funded an initial pre-paid purchase in the principal amount of $ 2,427,500, which included an original issue discount of $ 157,500, and bears interest at a rate of 8% per annum. In addition, the Company agreed to pay the investor $ 20,000 to reimburse legal fees, accounting expenses, due diligence, monitoring, and other transaction-related costs (the “Transaction Expense Amount”). The issuance was subject to the terms, limitations, and conditions set forth in the Pre-Paid Purchase agreement. Additionally, at closing, the Company agreed to issue 130,500 ordinary shares to the investor as a commitment fee in connection with the pre-paid purchase facility (the “Commitment Shares”).

 

 

 

During the six months ended March 31, 2026, the Company recorded $ 28,115 interest expense on this Note, and the Company and Lender exchanged partitioned notes of $ 1,138,000 for the delivery of 693,857 Class A ordinary shares. The Company recorded $ 262,588 loss on conversion of these notes in the six months ended March 31, 2026. In addition, from October 23, 2025 through January 21, 2026, the investor assessed aggregate penalties of $ 206,190 due to delays in registration. As of March 31, 2026, the outstanding principal balance of the Note was $ 1,495,690. The Company repaid the loan in full in May 2026.

 

16. SHARE CAPITAL

 

On March 5, 2026, the Company effected a one-for-six reverse split of its issued and outstanding Class A ordinary shares. The consolidated financial statements for the six months ended March 31, 2026 were retroactively restated to reflect this reverse split, unless otherwise specified.

SCHEDULE OF INFORMATION ABOUT CLASSES OF SHARE CAPITAL 

    March 31, 2026     September 30, 2025  
    Number     Number  
    of shares     of shares  
    (Unaudited)  
Authorized:                
Preferred shares, no par value     50,000,000       50,000,000  
Class A Ordinary shares, no par value     200,000,000       200,000,000  
Class B Ordinary shares, no par value     50,000,000       50,000,000  

 

    March 31, 2026     September 30, 2025  
    Number     Number  
    of shares     of shares  
    (Unaudited)  
Outstanding and fully paid:                
Ordinary shares, no par value                
At October 1, 2025     3,318,954       2,454,736  
Rounding due to share split reverse     9,987       -  
Issuance of new shares for equity financing    

-

      72,328  
Note conversion into shares     766,246       438,427  
Equity compensation     440,256       353,463  
At March 31, 2026     4,535,443       3,318,954  

 

Warrants

 

On February 12, 2021, the Company entered into a Securities Purchase Agreement (“2021 SPA”) with certain institutional investors for the sale of 127 common shares, at a purchase price of $ 8,568 per share. Concurrently with the sale of the Common Shares, pursuant to the 2021 SPA the Company also sold warrants to purchase 127 common shares. The Company sold the Common Shares and Warrants for aggregate gross proceeds of approximately US$ 2.1 million, before commissions and expenses. The 5five-year Warrants will be immediately exercisable at an exercise price equal to $ 8,568 per share, and will terminate on the 5five-year anniversary of the initial exercise date of the Warrants. The net proceeds from the transactions will be approximately US$ 1.86 million, after deducting certain fees due to the placement agent and the Company’s estimated transaction expenses, and will be used for working capital and general corporate purposes.

 

In addition, the Placement Agent of this offering also received 5five-year warrants (the “Compensation Warrants”) to purchase up to a number of common shares equal to 5% of the aggregate number of shares sold in the Offering, including the warrant shares issuable upon exercise of the Warrants, which such Compensation Warrants have substantially the same terms as the Warrants sold in the Offering, except that such Compensation Warrants have an exercise price of $ 10,704 per share and will be exercisable six months from the effective date of this offering and will terminate on the 5five year anniversary of the effective date of this offering.

 SCHEDULE OF PRINCIPAL ASSUMPTIONS USED IN VALUATION 

Grant date (investors and placement agent, respectively)   February 17, 2021  
Share price at date of grant (investors and placement agent, respectively)   US$ 10,680  
Exercise price at date of grant (investors and placement agent, respectively)   US$ 8,568 & 10,704  
Volatility     107 %
Warrant life     5 years  
Dividend yield     0 %
Risk-free interest rate     0.57 %
Average fair value at grant date   US$ 8,496  

 

 

 

On June 10, 2021, the Company commenced a registered direct offering of securities, and executed a Securities Purchase Agreement (the “June 2021 SPA”) with three institutional accredited investors pursuant to which it sold 127 of the Company’s common shares at the per share price of $ 8,352 (which was priced in excess of the average of the five-day closing price for the Company’s common shares preceding execution of the June 2021 SPA, which was $ 8,208). In a concurrent private placement, the Company sold to such investors warrants to purchase 127 common shares (the “Investor Warrants”). The Investor Warrants have an exercise price per share of $ 8,208, subject to adjustment, and have a term of five years. The transactions yielded gross proceeds to the Company of $ 3,180,285, before the payment of commissions and expenses.

 

In addition, the Company issued warrants (the “Placement Agent Warrants”) to the Placement Agent to purchase a number of common shares equal to 5.0% of the aggregate number of shares sold to the investors in this offering, as well as the warrant shares issuable upon exercise of the Warrants issued in the concurrent private placement, as additional placement agency compensation. The Placement Agent Warrants have substantially the same terms as the Investor Warrants, except that the Placement Agent Warrants will have an exercise price of $ 10,440.

 

Grant date (investors and placement agent, respectively)   June 14, 2021
Share price at date of grant (investors and placement agent, respectively)   US$ 7,560  
Exercise price at date of grant (investors and placement agent, respectively)   US$ 8,208 & 10,440  
Volatility     115 %
Warrant life     5 years  
Dividend yield     0 %
Risk-free interest rate     0.80 %
Average fair value at grant date   US$ 6,000  

 

Following is a summary of the warrant activities for the six months ended March 31, 2026 (Unaudited):

 SCHEDULE OF SUMMARY OF THE WARRANT ACTIVITY 

                Weighted  
                Average  
                Remaining  
          Average     Contractual  
    Number of     Exercise     Term in  
    Warrants     Price     Years  
Outstanding at September 30, 2025     209     $ 8,349.60       0.49  
Exercisable at September 30, 2025     209       8,349.60       0.49  
Issued     -       -       -  
Exercised     -       -       -  
Expired     127       10,704       -  
Outstanding at March 31, 2026     82       8,208       0.21  
Exercisable at March 31, 2026     82     $ 8,208       0.21  

 

Following is a summary of the warrant activities for the nine months ended September 30, 2025:

 

                Weighted  
                Average  
                Remaining  
          Average     Contractual  
    Number of     Exercise     Term in  
    Warrants     Price     Years  
Outstanding at December 31, 2024     209     $ 8,349.60       1.24  
Exercisable at December 31, 2024     209       8,349.60       1.24  
Issued     -       -       -  
Exercised     -       -       -  
Expired     -       -       -  
Outstanding at September 30, 2025     209       8,349.60       0.49  
Exercisable at September 30, 2025     209     $ 8,349.60       0.49  

 

Equity Financing

 

On October 16, 2024, we entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 1,294 Class A ordinary shares, (the “Shares”), at a per share purchase price of $115.2. The gross proceeds to the Company from this offering are approximately $ 150,000, before deducting any fees or expenses.

 

On October 30, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 43,750 Class A ordinary shares, (the “Shares”), at a per share purchase price of $ 91.2. The gross proceeds to the Company from this offering are approximately $ 3,990,000, before deducting any fees or expenses.

 

 

 

On November 14, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 8,503 Class A ordinary shares, (the “Shares”), at a per share purchase price of $ 117.6. The gross proceeds to the Company from this offering are approximately $ 1,000,000, before deducting any fees or expenses.

 

On December 30, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 8,876 Class A ordinary shares, (the “Shares”), at a per share purchase price of $ 40.8. The gross proceeds to the Company from this offering are approximately $ 360,000, before deducting any fees or expenses.

 

On January 8, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 6,903 Class A ordinary shares, at a per share purchase price of $ 40.8. The gross proceeds to the Company from this offering are approximately $ 135,000, before deducting any fees or expenses.

 

On January 15, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 5,424 Class A ordinary shares, at a per share purchase price of $ 17.7. The gross proceeds to the Company from this offering are approximately $ 96,000, before deducting any fees or expenses.

 

On July 8, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 60,000 Class A ordinary shares, at a per share purchase price of $ 18.36. The gross proceeds to the Company from this offering are approximately $ 1,100,000, before deducting any fees or expenses.

 

Share-based Compensation

 

From October 1, 2025 to March 31, 2026, the Company issued an aggregate of 13,814 shares to its Chief Executive Officer as Share Compensation expense. The fair value of 13,814 shares was $ 100,000.

 

From October 1, 2025 to March 31, 2026, the Company issued an aggregate of 13,814 shares to its Chief Financial Officer as Share Compensation expense. The fair value of 13,814 shares was $ 100,000.

 

From October 1, 2025 to March 31, 2026, the Company issued an aggregate of 145,009 shares to its employees as a Share Compensation expense. The fair value of 145,009 shares was $ 914,620.

 

From October 1, 2025 to March 31, 2026, the Company issued aggregate of 267,620 shares to its consultants or consulting firms as Share Compensation expense. The fair value of 267,620 shares was $ 1,575,844.

 

17. RELATED PARTY BALANCES

 

Apart from those discussed elsewhere in these condensed consolidated financial statements, the following are significant related party balances:

SCHEDULE OF DUE FROM RELATED PARTIES

        March 31, 2026     September 30, 2025  
        As of  
        March 31, 2026 (Unaudited)     September 30, 2025  
        USD’000     USD’000  
Weilai Zhang (the CEO’s farther)   Fund transfer in to support daily operation      347       100  
Lei Deng (legal representative of one of the subsidiaries)   Fund transfer in to support daily operation      3       1  
Baiya International Group Inc (major shareholder of the Company also controls this Company)   Fund transfer in to support daily operation      830       290  
Total         1,180       391  

 

The amounts due to related parties arise primarily from transactions in the ordinary course of the Company’s business. Such balances are non-interest-bearing and are payable on demand.

 

 

 

18. COMMITMENTS

 

a) Operating lease commitments

 

The Company leases production factories, warehouses and employees’ hostel from unrelated parties under non-cancellable operating lease arrangements. The leases have varying terms and the total future minimum lease payments of the Company under non-cancellable operating leases are payable as follows:

SCHEDULE OF TOTAL FUTURE MINIMUM LEASE PAYMENTS  

    As of
March 31, 2026 (Unaudited)
    As of
September 30, 2025
 
    USD’000     USD’000  
Within one year     318       463  
After one year and within five years     717       939  
Total     1,035       1,402  

 

The leases typically run for an initial period of three years, with an option to renew the lease when all terms are renegotiated. Lease payments are usually increased every three years to reflect market rentals. None of the leases includes contingent rentals.

 

(b) Capital commitments

 

The Company’s capital expenditures consist of expenditures on plant and equipment and capital contributions.

 

Capital expenditures contracted for at the balance sheet date but not recognized in the financial statements are as follows:

SCHEDULE OF CAPITAL EXPENDITURES CONTRACTED FOR AT THE BALANCE SHEET DATE BUT NOT RECOGNIZED 

    March 31, 2026     September 30, 2025  
    As of  
    March 31, 2026 (Unaudited)     September 30, 2025  
    USD’000     USD’000  
Contracted for capital commitment with respect to capital contributions to its wholly foreign owned subsidiaries in the PRC:                
Antelope Chengdu     5,705       6,120  
Antelope Future (Yangpu)     7,244       7,244  
Antelope Ruicheng Investment     6,850       6,850  
Wenzhou Kylin Cloud Service Technology     704       704  
Jiangxi Kylin Cloud Service Technology     704       704  
Anhui Kylin Cloud Service Technology     428       428  

 

19. SUBSEQUENT EVENTS

 

The Company has evaluated all events that have occurred subsequent to March 31, 2026 through the date that the consolidated financial statements were issued. Management has concluded that the following subsequent events required disclosure in the financial statements:

 

On April 15, 2026, Antelope Enterprise Holdings Limited (the “Company”) entered into a Securities Purchase Agreement with an institutional investor pursuant to which the investor agreed to purchase 12,000,000 Class A ordinary shares of the Company, no par value per share (the “Class A Shares”), at a purchase price of $0.207 per share. The transaction closed on April 29, 2026. Upon closing, the Company issued an aggregate of 12,000,000 Class A Shares to the investor for gross proceeds of approximately $2.484 million.

 

On May 26, 2026, the Company entered into a Note Purchase Agreement with Stratosphere Capital Management Inc. for the issuance of a Convertible Promissory Note with an original principal amount of $3.0 million. The Convertible Note is convertible into up to 4,800,000 Class A ordinary shares of the Company, subject to its terms.

 

 

 

EX-99.2 3 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis (“MD&A”) is prepared as of June 29, 2026 and provides a review of the financial condition and results of operations for Antelope Enterprises Holdings Ltd. (the “Company”) for the six months ended March 31, 2026. This MD&A should be read in conjunction with the Company’s unaudited condensed consolidated interim financial statements and notes thereto for the six months ended March 31, 2026. The financial information presented in this MD&A is derived from the unaudited condensed consolidated interim financial statements.

 

Cautionary Note Regarding Forward-Looking Statements

 

This MD&A contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates, forecasts and projections of management and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied. Forward-looking statements can generally be identified by the use of words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “predict,” “potential,” “aim,” “focus” and similar expressions of future intent, although not all forward-looking statements contain these words.

 

Forward-looking statements contained in this report include, but are not limited to, statements relating to:

 

  our beliefs and expectations regarding the future developments with respect to our livestreaming ecommerce business;
  our plans to develop a natural gas power generation business to provide power to the energy supply market, including the purchase of generators and implementation of modern power generation technologies;
  our beliefs and expectations regarding future business performance;
  our statements regarding liquidity and capital resources, including our opinion that working capital is sufficient for present requirements, our ability to sell additional equity or obtain credit facilities, and loan repayments; and
  our statements regarding the anticipated impact of inflation in China on our results of operations.

 

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to: our limited operating history in the livestreaming ecommerce and consulting segments; the intense competition in the livestreaming ecommerce industry in China; changes in PRC regulatory policies, including those relating to data security, labor markets, and e-commerce advertising, and difficulties operating the in the PRC; our ability to raise additional capital through equity or debt financings on acceptable terms or at all; the potential for significant dilution to existing shareholders from additional share issuances, convertible note conversions, and equity compensation; our ability to maintain our listing on the Nasdaq Capital Market; including foreign exchange controls, dividend repatriation limitations, and evolving tax and regulatory requirements; our ability to successfully launch our natural gas power generation and energy supply business; and the other risks and uncertainties described in our Transition Report on Form 20-F for the period ended September 30, 2025, filed with the Securities and Exchange Commission on January 29, 2026 (the “20-F”), under the heading “Risk Factors,” and in subsequent filings with the SEC.

 

The forward-looking statements in this report represent our views as of the date of this report. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this report.

 

 

 

Overview

 

We are a British Virgin Islands limited liability company with no material operations. Our operations were conducted in China by our subsidiaries. We provide livestreaming ecommerce services, business management and information systems consulting services.

 

Livestreaming Ecommerce Business

 

Our livestreaming ecommerce business is operated in China through our 51% owned subsidiary, Hainan Kylin Cloud Services Technology Co., Ltd (“Hainan Kylin”) and its subsidiaries, Hangzhou Kylin Cloud Services Technology Co., Ltd (“Hangzhou Kylin”), Anhui Kylin Cloud Services Technology Co., Ltd (“Anhui Kylin”), and Wenzhou Kylin. We aim to provide a one-stop solution for our customers to enable them to utilize the growing sales channel of livestreaming ecommerce. We believe that livestreaming ecommerce is an important growth engine for consumer good brands as it leverages the content of livestreaming to boost customer engagement and sales as it combines instant purchasing of a featured product and audience participation through a chat function or reaction buttons. Our customers usually include consumer brand goods, merchants, and small-scale ecommerce platforms. Our product management office assesses and selects the products from our customers. We then connect with different suppliers, usually staffing agencies that have a growing and diverse pool of hosts and influencers. The hosts and influencers register and claim the tasks for livestreaming for our customers’ products via Hainan Kylin’s SaaS platform. We track the sales of products of each host on the SaaS platform and report the sales results to our customers. We have expanded our reach to second and third tier cities in China where livestreaming ecommerce has a high conversion rate.

 

Hainan Kylin’s SaaS platform also includes a job-listing page designed especially for our enterprise customers to retain and engage freelancers and independent contractors at a cost-efficient way. We expect to further develop this function of the SaaS platform to provide value-added services to our livestreaming ecommerce customers. From a technical standpoint, the preliminary setup has been completed. However, in China, ongoing labor market regulations and new requirements from authorities — covering data security, individual income tax, and other compliance matters — are pending clarification. We will await further guidance on implementation before officially launching the platform. While any unforeseen factors that prevent the platform’s launch would not affect our current operations, they could have a negative impact on future business growth.

 

Hainan Kylin started its business in September 2021. For the six months ended March 31, 2026, Hainan Kylin comprised most of our ongoing business operations and accounted for 98.24% of our total revenue.

 

Business Management and Consulting Business

 

We provide business management and consulting services which consists of computer consulting services and software development through our subsidiaries in China, including Chengdu Future and Antelope Chengdu. We diagnose difficulties in infrastructure and enterprise systems and addresses business challenges that enterprises confront by developing strategies to surmount such hurdles to ensure the healthy growth and development of our customers’ businesses. Our consulting teams have advanced technological knowledge and capabilities to implement workflow solutions via proprietary software products and services to provide our customers with customized solutions to help them solve complex business problems.

 

Natural gas power generation business

 

We also focus on developing natural gas power generation to provide efficient and stable power output to the energy supply market by purchasing advanced natural gas generators and implementing modern power generation technologies. This ensures that power generation efficiency while reducing environmental pollution, in line with the trend of global energy transformation and environmentally sustainable development. However, we did not generate any revenue yet from natural gas power generation business as of this report date.

 

Digital Assets Investment

 

In June 2025, the Company incorporated AEHL BTC Inc. in Delaware and AEHL PTE Ltd. in Singapore as holding company subsidiaries. During the six months ended March 31, 2026, AEHL BTC Inc. acquired digital assets (Bitcoin) valued at $904,000.

 

 

 

Basis of Presentation

 

The following discussion and analysis of our financial condition and results of operations is based on the selected financial information as of and for the six months ended March 31, 2026 and has been prepared based on the consolidated financial statements of Antelope Enterprise Holdings Limited and its subsidiaries. The consolidated financial statements of Antelope Enterprise Holdings Limited and its subsidiaries have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, or “IASB.” The consolidated financial statements have been prepared on the historical cost basis, except for derivative financial instruments that have been measured at fair value.

 

Nasdaq Non-Compliance

 

On January 12, 2026, the Company received a notification from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to the late filing of the Company’s interim report for the six-month period ended June 30, 2025. Following the Company’s filing of such interim financial statements on February 13, 2026, Nasdaq confirmed on March 11, 2026 that the Company had regained compliance. The matter is now closed.

 

KEY FACTORS AFECTING OUR RESULTS OF OPERATIONS

 

Key Factors Affecting Business

 

We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our operating results.

 

In 2025, revisions to industry regulatory policies and platform agency cooperation models shifted the economics of advertising deployment, altering the return profile of marketing investments. DOU+ ROI weakened while customer acquisition costs trended higher, pressuring margins and constraining companies’ cost-optimization initiatives. Concurrently, a cyclical slowdown in the e-commerce sector drove reductions in marketing budgets. In addition, incremental spending was reallocated toward alternative demand-generation channels — such as private-domain operations and influencer partnerships — diluting share for traditional advertising formats.

 

Cost of Goods sold

 

These costs primarily comprise professional fees, including consulting services, project management, and development and implementation expenses associated with outsourced technology services. Total cost of goods sold decreased from $ 47.5 million to $ 28.6 million for the six months ended March 31, 2026 and 2025.

 

Key Business Metrics

 

The Company assesses operational performance through a multi-dimensional KPI framework. Core performance indicators include Gross Merchandise Value (GMV); Revenue and Revenue Growth; Cost-to-Revenue Ratio; New Customer Additions; Customer Repeat Purchase Rate; Customer Return on Investment (ROI); Registered Users and Daily Active Users (DAU) on the SaaS Platform; Livestream Host Task Acceptance and Conversion Metrics; and Revenue Contribution from Tier-2 and Tier-3 Cities.

 

A. Operating Results

 

The following table sets forth our financial results for the six months ended March 31, 2026 and 2025, respectively:

 

    SIX MONTHS ENDED MARCH 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
             
Net sales   $ 29,904     $ 48,725  
                 
Cost of goods sold     (28,620 )     (47,488 )
                 
Gross profit     1,284       1,237  
                 
Other income     2,065       1,218  
Selling and distribution expenses     (857 )     (1,162 )
Administrative expenses     (4,505 )     (4,097 )
Finance costs     (289 )     (710 )
Other expenses     (287 )     (273 )
                 
Loss before taxation     (2,589 )     (3,787 )
                 
Income tax expense     (2 )     (6 )
                 
Net loss for the period     (2,591 )     (3,793 )
                 
Net loss attributable to :                
Equity holders of the Company     (3,327 )     (4,130 )
Non-controlling interest     736       337  
Net loss     (2,591 )     (3,793 )

 

 

 

The following table shows the Company’s operations by business for the six months ended March 31, 2026 and 2025, respectively:

 

    For the six months ended March 31,  
    2026 (Unaudited)     2025 (Unaudited)  
    USD’000     USD’000  
Revenues            
                 
Business management and consulting   $ 471     $ 272  
Livestreaming ecommerce     29,379       48,453  
Other     54       -  
Total revenues     29,904       48,725  
                 
Cost of goods sold                
                 
Business management and consulting     (77 )     (60 )
Livestreaming ecommerce     (28,543 )     (47,428 )
Total cost of goods sold     (28,620 )     (47,488 )
                 
Operating costs and expenses                
                 
Business management and consulting     (224 )     (153 )
Livestreaming ecommerce     (1,304 )     (1,515 )
Other     (4,123 )     (4,301 )
Total operating costs and expenses     (5,651 )     (5,969 )
                 
Other expenses                
                 
Business management and consulting     (24 )     -  
Livestreaming ecommerce     (263 )     -  
Other     -       (273 )
Total other expenses     (287 )     (273 )
                 
Other income                
Business management and consulting     1       7  
Livestreaming ecommerce     1,996       1,184  
Other     68       27  
Total other income     2,065       1,218  
                 
Loss from operations                
                 
Business management and consulting     147       66  
Livestreaming ecommerce     1,265       694  
Other     (4,001 )     (4,547 )
Loss from operations   $ (2,589 )   $ (3,787 )

 

 

 

Description of Selected Income Statement Items

 

Revenues

 

Revenue from sales of livestreaming ecommerce business. Beginning in September 2021, we started to generate revenue from our livestreaming ecommerce business which is operated by Hainan Kylin and its subsidiaries. For the six months ended March 31, 2026 and 2025, we generated approximately $ 29.4 million and $ 48.5 million in revenue from this business.

 

Revenue from business management and information system consulting services. We also generated revenue from business management consulting, information system technology consulting services, including the sales of software use rights for digital data deposit platforms and asset management systems. For the six months ended March 31, 2026 and 2025, we generated $ 0.5 million and $ 0.3 million.

 

Cost of goods sold

 

Cost of goods sold for the livestreaming e-commerce. Cost of goods sold for the livestreaming e-commerce segment was $ 28.5 million and $ 47.4 million for the six months ended March 31, 2026 and 2025, respectively. These costs primarily comprise professional fees, including consulting services, project management, and development and implementation expenses associated with outsourced technology services.

 

Cost of goods sold for business management and information system consulting services. For the six months ended March 31, 2026 and 2025, we had cost of goods sold related to business management and consulting of $ 77,000 and $ 60,000, which mainly consisted of professional costs for outsourcing technology services.

 

Other income and other expenses. Other income consists of interest income, foreign exchange gain/loss, government grant and investment income. Other expenses primarily consist of the loss on convertible note conversion.

 

Selling and distribution expenses. Selling and distribution expenses consist of payroll, travel expenses, transportation and advertising expenses incurred by our selling and distribution team.

 

Administrative expenses. Administrative expenses consist primarily of R&D expenses, employee remuneration, payroll taxes and benefits, general office expenses and depreciation. Administrative expenses may vary period to period depending on changes in headcount, stock compensation, and consulting costs.

 

Income taxes. Our subsidiaries in the PRC are subject to the PRC Enterprise Income Tax Law, and the applicable income tax rate pursuant to such law for the six months ended March 31, 2026 and 2025 is 25% for Hainan Kylin Cloud Services Technology, and 5.0% for Chengdu Future, Antelope Chengdu, Anhui Kylin Cloud Services Technology, Wenzhou Kylin Cloud Services Technology and Hangzhou Kylin Cloud Services Technology. The Company’s U.S. subsidiaries are subject to U.S. income tax rate of 21% and New York state corporate income tax with rates ranging from 6.5% to 7.25%.

 

Results of Operations

 

Six Months Ended March 31, 2026 Compared to the Six Months Ended March 31, 2025

 

Revenue from livestreaming ecommerce

 

For the six months ended March 31, 2026 and 2025, revenue from the livestreaming ecommerce was $ 29.4 million and $ 48.5 million, representing a decrease of $ 19.1 million, or 39.4%. The decrease was mainly due to the Company’s decision to centralize its E-commerce traffic acquisition of users under Anhui Kylin entity in order to improve group management efficiency; however, this business movement of shifting users to the Company’s another subsidiary resulted in the loss of certain customers. Hainan Kylin is currently preparing to relaunch the business for gaining back the customers in that area. In the six months of 2026, we had business engagements with more than 133 clients, which represented a decrease of nearly 44 clients compared to the same period in 2025. Among these clients, the top five major clients generated revenue of $ 18.8 million in the six months ended March 31, 2026.

 

Revenue from business management and information system consulting services

 

Revenue from business management and information system consulting services was $ 0.5 million for the six months ended March 31, 2026, compared to $ 0.3 million for the six months ended March 31, 2025, representing an increase of $ 0.2 million or 73.2%. The increase in revenue was primarily due to the increase in new customers.

 

 

 

Cost of goods sold for livestreaming ecommerce

 

Cost of goods sold for the livestreaming ecommerce was $ 28.5 million and $ 47.4 million for the six months ended March 31, 2026 and 2025. For the six months ended March 31, 2026 and 2025, our cost of goods sold mainly consisted of professional costs for outsourcing technology services. The decrease in the cost of goods sold for our livestreaming ecommerce resulted from decreased revenues for livestreaming ecommerce, and the changes with our major clients’ type, we adjusted our business strategy and focused on expanding new customers. However, there is a certain adaptation and training period for the new customers, which directly led to increased costs such as increased training costs, additional management and support costs.

 

Cost of sales for business management and information system consulting services

 

Cost of sales for business management and consulting services was $77,000 and $ 60,000 for the six months ended March 31, 2026 and 2025.

 

Gross profit for livestreaming ecommerce

 

Gross profit for the livestreaming ecommerce was $ 0.8 million compared to $ 1.0 million for the six months ended March 31, 2026 and 2025. The gross profit margin was 2.85% and 2.12% for the six months ended March 31, 2026 and 2025, respectively. The fierce competition in this industry still exists; in order to cope with the market competition, in 2025, we have temporarily lowered our service rates for our customers to maintain the existing customers and attract new customers. We were able to create certain competitive barriers by continuously improving our diversified value-added services, and we’ve been slowly increasing our customer prices to ensure profits since beginning of 2026. We will continue strengthen our cooperation with public domain traffic such as Douyin, to promote our diversified value-added services which will bring us more profitability.

 

Gross profit for business management and consulting

 

Gross profit for the business management and consulting services was $ 0.4 million for the six months ended March 31, 2026 and the gross profit for the business management and consulting services was $ 0.2 million for the six months ended March 31, 2025. We gained a few new customers during the six months ended March 31, 2026.

 

Other income

 

Other income for the six months ended March 31, 2026 was $ 2.1 million, as compared to $ 1.2 million for the same period of 2025. For the six months ended March 31, 2026, other income mainly consisted of investment income $25,000, interest income of $ 73,000, government grant of $ 1.2 million, loan forgiveness of $0.7 million and other income of $ 40,000. For the six months ended March 31, 2025, other income mainly consisted of a government grant of $ 1.0 million, other income of $165,000 and interest income of $ 26,000.

 

Selling and distribution expenses

 

Selling and distribution expenses were $ 0.9 million for the six months ended March 31, 2026, compared to $ 1.2 million for the six months ended March 31, 2025, representing a decrease of $ 0.3 million, or 26.2%. The decrease in selling and distribution expenses was primarily due to decreased revenues, which resulted a decreased sales staff salaries expense of $ 0.1 million, and decreased commission expense of $ 0.2 million.

 

Administrative expenses

 

Administrative expenses were $ 4.5 million for the six months ended March 31, 2026, compared to $ 4.1 million for the six months ended March 31, 2025, representing an increase of $ 0.4 million, or 10.0%. The increase in administrative expenses was primarily due to an increase in (i) $ 0.6 million increase in stock compensation expenses, and (ii) $ 0.6 million increase in consulting expense, which was partly offset by (iii) $ 0.2 million decrease in contract labor expense, (iv) $ 0.2 million decrease in payroll expense; (v) $0.1 million decrease in delivery and shipping expense, (vi) $ 0.1 million decrease in rent expense, and (vii) $ 0.2 million decrease in other administrative expenses.

 

Finance costs

 

Finance costs were $ 0.3 million for the six months ended March 31, 2026, compared to $ 0.7 million for the six months ended March 31, 2025, representing a decrease of $ 0.4 million, or 59.3%. The decrease was mainly due to the decrease of interest expense on note payables.

 

 

 

Loss before taxation

 

Loss before taxation was $ 2.6 million for the six months ended March 31, 2026, compared to loss before taxation of $ 3.8 million for the six months ended March 31, 2025, representing a decrease of $ 1.2 million, or 31.6%. The decrease in loss before taxation was mainly due to increased gross profit, increased other income and decreased selling expense and finance costs, which was partly offset by increase in administrative expenses, as described above.

 

Income taxes

 

We incurred an income tax expense of $ 2,000 for the six months ended March 31, 2026 compared to an income tax expense of $ 6,000 for the six months ended March 31, 2025. Our PRC statutory enterprise income tax rate was 25% for the six months ended March 31, 2026 and 2025. Our U.S. federal corporate income tax rate was 21% and New York state corporate income tax was ranging from 6.5% to 7.25%.

 

Net loss attributable to equity holders of the Company

 

Net loss attributed to equity holders of the Company was $ 3.3 million for the six months ended March 31, 2026, as compared to $ 4.1 million for the six months ended March 31, 2025. The decrease in net loss attributable to shareholders in 2026 was attributable to the reasons described above.

 

Net income attributed to non-controlling interest

 

Net income attributed to non-controlling interest was $ 0.7 million and $ 0.3 million for the six months ended March 31, 2026 and 2025. The non-controlling interest represents the 49% ownership of Hainan Kylin and its subsidiaries.

 

B. Liquidity and Capital Resources

 

The following table presents a summary of our cash flows and beginning and ending cash balances for the six months ended March 31, 2026 and 2025:

 

    Six Months Ended March 31,  
USD’000   2026(Unaudited)     2025 (Unaudited)  
Net cash used in operating activities     (616 )     (5,428 )
Net cash used in investing activities     (851 )     (2,315 )
Net cash generated from financing activities     632       7,107  
Net cash outflow     (835 )     (636 )
Cash and cash equivalents at beginning of period     1,927       1,555  
Effect of foreign exchange rate differences     686       (578 )
Cash and cash equivalents at end of period     1,778       341  

 

Cash flows from operating activities.

 

Our net cash used in operating activities was $ 0.6 million for the six months ended March 31, 2026, a decrease of $ 4.8 million, as compared to $ 5.4 million for the six months ended March 31, 2025. The decrease of cash outflow was mainly due to a decrease in operating cash outflow before working capital changes by $ 2.7 million, a decrease in cash outflow on trade payables by $ 2.1 million, a decrease in cash outflow on deferred revenue by $ 5.0 million, and an increase in cash inflow on accrued liabilities and other payables by $ 1.3 million, which was partly offset by decreased cash inflow on trade receivables by $ 0.5 million, increased cash outflow on other receivables and prepayments by $ 5.1 million, and increased cash outflow on loan receivable by $ 0.9 million.

 

 

 

Cash flows from investing activities.

 

Net cash used in investing activities for the six months ended March 31, 2026 was $ 0.9 million, compared to net cash outflow of $ 2.3 million for the six months ended March 31, 2025. The decrease in cash outflow was mainly due to decreased payment on acquisition of fixed assets by $ 1.2 million, decrease in available-for-sale financial assets by $1.1 million and increased cash inflow on sold of digital assets by 0.1 million, which was partly offset by increased cash outflow on purchase of digital assets by $ 1.0 million.

 

Cash flows from financing activities.

 

On October 16, 2024, we entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 1,294 Class A ordinary shares, at a per share purchase price of $ 115.2. The gross proceeds to the Company from this offering are approximately $ 150,000, before deducting any fees or expenses.

 

On November 14, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 8,503 Class A ordinary shares, at a per share purchase price of $ 117.6. The gross proceeds to the Company from this offering are approximately $ 1,000,000, before deducting any fees or expenses.

 

On November 19, 2024, we entered into a convertible promissory note purchase agreement with an institutional investor to purchase $ 990,000 of its convertible note to purchase Class A ordinary shares in a registered direct offering.

 

On December 30, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 8,876 Class A ordinary shares, at a per share purchase price of $ 40.8 The gross proceeds to the Company from this offering are approximately $ 360,000, before deducting any fees or expenses.

 

On January 8, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 6,903 Class A ordinary shares, at a per share purchase price of $ 40.8. The gross proceeds to the Company from this offering are approximately $ 135,000, before deducting any fees or expenses.

 

On January 15, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell 5,424 Class A ordinary shares, at a per share purchase price of $ 17.7. The gross proceeds to the Company from this offering are approximately $ 96,000, before deducting any fees or expenses.

 

On July 24, 2025, the Company entered into a Note Purchase Agreement with an investor, pursuant to which the Company issued an unsecured promissory note with an aggregate commitment of up to $ 50,000,000 (the “Commitment Amount”). On July 24, 2025, the investor funded an initial pre-paid purchase in the principal amount of $ 2,427,500, which included an original issue discount of $ 157,500, and bears interest at a rate of 8% per annum. In addition, the Company agreed to pay the investor $ 20,000 to reimburse legal fees, accounting expenses, due diligence, monitoring, and other transaction-related costs. This note was repaid in full in May 2026.

 

On March 5, 2026, the Company effected a one-for-six reverse split of its issued and outstanding Class A ordinary shares.

 

On May 26, 2026, the Company entered into a Note Purchase Agreement with Stratosphere Capital Management Inc. for the issuance of a Convertible Promissory Note with an original principal amount of $3.0 million. The note is convertible into up to 4,800,000 Class A ordinary shares, subject to its terms. The proceeds are expected to be used for working capital and general corporate purposes.

 

Net cash generated from financing activities was $ 0.6 million for the six months ended March 31, 2026, compared to $ 7.1 million for the six months ended March 31, 2025. The decrease in cash inflow was primarily due to decreased cash inflow on equity finance by $ 6.8 million, decreased cash inflow on proceeds from promissory note by $ 0.9 million, which was partly offset by increased cash inflow on advance from related parties by $ 1.1 million, and decreased cash outflow on payment of lease liabilities by $71,000.

 

Cash and bank balances were $ 1.8 million as of March 31, 2026, compared to $ 1.9 million as of September 30, 2025.

 

As of March 31, 2026, our total outstanding note payables amounts were $ 1.5 million.

 

There were no commitments for advertising and insurance expenditure as of March 31, 2026.

 

For the six months ended March 31, 2026, AEHL HK made an additional capital contribution of $0.3 million to AEHL Chengdu.

 

In our opinion, our working capital, including our cash, income and cash flows from operations, and short-term borrowings, is sufficient for our present requirements.

 

 

 

However, we may sell additional equity or obtain credit facilities to enhance our liquidity position or to increase our cash reserve for future acquisitions and capital equipment expenditures. The sale of additional equity would result in further dilution of our equity to our shareholders. The incurrence in indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot provide assurance that financing will be available in amounts or on terms acceptable to us, if at all.

 

Credit Management

 

Capital Expenditures

 

Historically, our capital expenditures primarily consist of expenditures on plant and equipment. The capital expenditures for the six months ended March 31, 2026 and 2025 were $ 1,000 and $ 1.2 million, respectively.

 

Contractual Obligations

 

Our contractual obligations consist mainly of debt obligations, operating lease obligations and other purchase obligations and commitments, and will be paid off with our cash flow from operations. The following table sets forth a breakdown of our contractual obligations (including both interest and principal cash flows) as of March 31, 2026:

 

    Payment Due by Period  
          Less
than 1
    1-3     3-5     More
than 5
 
    Total     year     years     years     years  
Lease liabilities   $ 1,035       318       717              
Promissory note   $ 1,496       1,496                    
Total   $ 2,531       1,814       717              

 

Off-Balance Sheet Arrangements

 

We do not have any outstanding off-balance arrangements and have not entered into any transactions that are established for the purpose of facilitating off-balance sheet arrangements.

 

Impact of Inflation

 

The general annual inflation rate in China was approximately 1.2% annualized over the Transition Period in 2026, and 2.0% in 2025 according to the National Bureau of Statistics. Our results of operations may be affected by inflation, particularly rising prices for energy, labor costs, raw materials and other operating costs. If China’s inflation increases, we may not be able to pass the resulting increased costs to our customers and this may adversely affect our profitability or cause us to suffer operating losses.

 

FINANCIAL RISK MANAGEMENT

 

We are exposed to financial risks arising from our operations and the use of financial instruments. The key financial risks included credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk.

 

We do not hold or issue derivative financial instruments for trading purposes or to hedge against fluctuations, if any, in interest rates and foreign exchange rates.

 

  (i) Credit risk

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s exposure to credit risk arises primarily from cash and bank balances, trade receivables, other receivables, note receivables and loan receivables. For all receivables, the Company adopts the policy of dealing only with customers of appropriate credit history to mitigate credit risk. For other financial assets, the Company adopts the policy of dealing only with high credit quality counterparties.

 

 

 

As the Company does not hold any collateral, the maximum exposure to credit risk for each class of financial assets is the carrying amount of that class of financial assets presented on the consolidated statements of financial position.

 

Cash and bank balances

 

Our bank deposits are placed with reputable banks in the PRC, Hong Kong and the United States. The credit exposure of our cash and bank balances (excluding restricted cash) as of March 31, 2026 and September 30, 2025 were $303,000 and nil, respectively.

 

Trade receivables

 

The Company’s objective is to seek continual growth while minimizing losses incurred due to increased credit risk exposure.

 

The Company’s exposure to credit risks is influenced mainly by the individual characteristics of each customer. The Company typically gives the existing customers credit terms of approximately 120 days to 150 days. In deciding whether credit shall be extended, the Company will take into consideration factors such as the relationship with the customer, its payment history and credit worthiness. In relation to new customers, the sales and marketing department will prepare credit proposals for approval by the Chief Executive Officer.

 

Other receivables

 

Other receivables mainly comprise interest receivables, refundable prepaid expenses, and advances to employees. The Company’s exposure to credit risk in respect of these balances is limited. The Company monitors credit risk by performing periodic assessments of the creditworthiness of the relevant counterparties.

 

Loan receivables

 

Loan receivables mainly comprise loan to third party. The Company’s exposure to credit risk in respect of these balances is limited. The Company monitors credit risk by performing periodic assessments of the creditworthiness of the relevant counterparties.

 

Note receivables

 

Note receivables mainly consist of balances due from the sale of subsidiaries. The Company is exposed to credit risk arising from these balances, which is managed through periodic evaluations of the credit standing of the relevant counterparties.

 

  (ii) Liquidity risk

 

Liquidity risk is the risk that we will encounter difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

 

Our exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. Our objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.

 

The table below summarizes the maturity profile of the liabilities based on contractual undiscounted payments:

 

    As of March 31, 2026 (Unaudited)  
          More than 1        
          year but less        
    Within 1 year     than 5 years     Total  
    USD’000     USD’000     USD’000  
Trade payables     2,099             2,099  
Amounts owed to related parties     1,180             1,180  
Lease liabilities     318       717       1,035  
Note payables     1,496             1,496  
Total     5,093       717       5,810  

 

  (iii) Foreign currency risk

 

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Currency risk arises when transactions are denominated in foreign currencies.

 

Majority of our operations are conducted in the PRC. As such, our operations are not exposed to exchange rate fluctuation.

 

GOING CONCERN

 

The Company has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to mitigate these conditions include pursuing additional equity and debt financings, including the April 2026 securities purchase agreement and the May 2026 convertible promissory note described in Note 18, optimizing operating costs, and expanding revenue-generating activities. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital on acceptable terms. There can be no assurance that such financing will be available on terms acceptable to the Company, or at all.

 

 

 

C. Research and development, patents and licenses, etc.

 

We focus our research and development efforts on developing innovative Kylin-Cloud service platform.

 

Costs associated with research activities are expensed in profit or loss as they incur. Costs that are directly attributable to development activities are recognized as intangible assets if, and only if, all of the following have been demonstrated:

 

  (i) the technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
     
  (ii) the intention to complete the intangible asset and use or sell it;
     
  (iii) the ability to use or sell the intangible asset;
     
  (iv) how the intangible asset will generate probable future economic benefits;
     
  (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
     
  (vi) the ability to measure reliably the expenditure attributable to the intangible asset during its development.

 

The amount initially recognized for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

 

Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

 

Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

 

D. Critical Accounting Policies and Judgment

 

The preparation of the condensed consolidated interim financial statements, which have been prepared in accordance with International Accounting Standard (“IAS”) as issued by the International Accounting Standards Board (“IASB”), requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Estimates and judgments are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions.

 

 

 

Critical accounting estimates and assumptions

 

We make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The key sources of estimation uncertainty and key assumptions concerning the future at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

 

Digital Assets

 

The Company also holds digital assets, which are measured at fair value as of each reporting date. Changes in the fair value of digital assets are recognized in earnings during the period in which they occur. The fair value of digital assets is determined based on quoted prices in active markets or other observable market data, when available.

 

Useful lives and impairment assessment of plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation and identified impairment losses. The estimation of useful lives impacts the level of annual depreciation expenses recorded. Plant and equipment are evaluated for possible impairment on a specific asset basis or in groups of similar assets, as applicable. This process requires management’s estimate of future cash flows generated by each asset or group of assets. For any instance where this evaluation process indicates impairment, the relevant asset’s carrying amount is written down to the recoverable amount and the amount of the write-down is charged against profit or loss.

 

Impairment loss recognized in respect of plant and equipment

 

As of March 31, 2026, the net carrying amount of plant and equipment was approximately $ 3,175,000 (2025: $ 3,295,000). No impairment loss was recognized for the six months ended March 31, 2026 and 2025. Determining whether plant and equipment are impaired requires an estimation of the recoverable amount of the plant and equipment. Such an estimate was based on certain assumptions which are subject to uncertainty and might materially differ from the actual results.

 

Income tax

 

The Company has exposure to income taxes in the PRC, Hong Kong and United States. Significant judgment is required in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for expected tax issues based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recognized, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. The carrying amounts of the Company’s income tax payables as of March 31, 2026 and September 30, 2025 were nil and nil, respectively.

 

Provision for deferred tax

 

Determining deferred tax assets and liabilities requires significant judgment regarding future taxable profits and the future tax treatment of certain transactions. The management evaluates tax implications of transactions and tax provisions are set up accordingly. The tax treatment of such transactions is reconsidered periodically to take into account all changes in tax legislation. Deferred tax assets are recognized for tax losses not yet used and temporary deductible differences. As those deferred tax assets can only be recognized to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized, management’s judgement is required to assess the probability of future taxable profits. Management’s assessment is constantly reviewed and additional deferred tax assets are recognized if it becomes probable that future taxable profits will allow the deferred tax asset to be recovered.

 

Impairment of trade and other receivables

 

The Company recognizes a loss allowance for expected credit loss (“ECL”) on financial assets which are subject to impairment under IFRS 9 (including trade and other receivables, note receivables and loan receivables, cash and bank balances). The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.

 

 

 

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessment is done based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions.

 

The Company applies the IFRS 9 simplified approach to measure ECL which uses a lifetime ECL for all trade receivables. The ECL on these assets are assessed individually for debtors with significant balances and/or collectively using a provision matrix with appropriate groupings.

 

For all other instruments, the Company measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in credit risk since initial recognition, the Company recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

 

The Company did not recognize any allowance for expected credit losses for trade and other receivables for the six months ended March 31, 2026 and 2025, respectively. The net carrying amounts of the Company’s trade receivables as of March 31, 2026 and September 30, 2025 were $395,000 and $91,000, respectively. The net carrying amounts of the Company’s other receivables and prepayments as of March 31, 2026 and September 30, 2025 were $7,352,000 and $5,287,000, respectively.

 

Share-based payment transaction

 

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield, and the assumptions as to these components.