Green Circle Decarbonize Technology Ltd 6-K, filed Feb 6, 2026
Green Circle Decarbonize Technology Ltd (GCDTF)
About this 6-K
Green Circle Decarbonize Technology Ltd filed this 6-K on February 6, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission
File Number:
(Registrant’s Name)
Green Circle Decarbonize Technology Limited
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Green Circle Decarbonize Technology Limited, a Cayman Island exempted company (the “Company”) is furnishing this Form 6-K to provide results for the six months ended September 30, 2025 in connection with the unaudited interim condensed consolidated financial statements for the six months ended September 30, 2025.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2025 | |
| 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.
| Green Circle Decarbonize Technology Ltd. | ||
| Date: February 6, 2026 | By: | /s/ Chan Kam Biu Richard |
| Chan Kam Biu Richard | ||
| Chief Executive Officer and Director | ||
Exhibit 99.1
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT SEPTEMBER 30, 2025 (UNAUDITED) AND MARCH 31, 2025
| September 30, 2025 | March 31, 2025 | |||||||||
| HK$ | HK$ | |||||||||
| Notes | (Unaudited) | |||||||||
| ASSETS | ||||||||||
| Current assets | ||||||||||
| Cash and cash equivalent | ||||||||||
| Prepayments and deposits | 10 | |||||||||
| Trade and other receivables | 10 | |||||||||
| Contract fulfillment costs | 11 | |||||||||
| Deferred listing expenses | 17 | |||||||||
| Total current assets | ||||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 9 | |||||||||
| Right-of-use assets | 9 | |||||||||
| Prepayments | 10 | |||||||||
| Total non-current assets | ||||||||||
| Total assets | ||||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 12 | |||||||||
| Contract liabilities | 13 | |||||||||
| Lease liabilities | 16 | |||||||||
| Amounts due to a shareholder | 14 | |||||||||
| Amount due to directors | 14 | |||||||||
| Bank and other borrowings | 15 | |||||||||
| Total current liabilities | ||||||||||
| Total liabilities | ||||||||||
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION – continued
AS AT SEPTEMBER 30, 2025 (UNAUDITED) AND MARCH 31, 2025
| September 30, 2025 | March 31, 2025 | |||||||||
| HK$ | HK$ | |||||||||
| Notes | (Unaudited) | |||||||||
| Shareholders’ equity (deficit) | ||||||||||
| Share capital | 18(b) | |||||||||
| Share premium | 18(c) | |||||||||
| Other reserve | 18(d) | |||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||||
| Total liabilities and shareholders’ deficit | ||||||||||
See the accompanying Notes, which are an integral part of these Unaudited Condensed Consolidated Financial Statements.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)
| September 30, 2025 | September 30, 2024 | |||||||||
| For the six months ended | ||||||||||
| September 30, 2025 | September 30, 2024 | |||||||||
| HK$) | HK$) | |||||||||
| Notes | (Unaudited) | (Unaudited) | ||||||||
| Revenue | 4 | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||
| General and administrative expenses | 6 | ( | ) | ( | ) | |||||
| Operating loss | ( | ) | ( | ) | ||||||
| Finance costs | 7 | ( | ) | ( | ) | |||||
| Other income | 5 | |||||||||
| Loss before tax | ( | ) | ( | ) | ||||||
| Income tax expense | 8 | |||||||||
| Loss and comprehensive loss for the period | ( | ) | ( | ) | ||||||
| Loss per share – Basic and Diluted | ) | ) | ||||||||
| Weighted Average number of common shares | ||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 (UNAUDITED) AND MARCH 31, 2025
| Number of common shares | Share capital HK$ | Share premium HK$ | Other reserve HK$ | Accumulated deficit HK$ | Total HK$ | |||||||||||||||||||
| Attributable to the owners of the Company | ||||||||||||||||||||||||
| Number of common shares | Share capital HK$ | Share premium HK$ | Other reserve HK$ | Accumulated deficit HK$ | Total HK$ | |||||||||||||||||||
| At March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||
| Loss and comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Forgiveness of director’s remuneration | - | |||||||||||||||||||||||
| At September 30, 2024 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||
| At March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Loss and comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| At September 30, 2025 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)
| September 30, 2025 | September 30, 2024 | |||||||
| For the six months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| OPERATING ACTIVITIES | ||||||||
| Loss before tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Depreciation of right-of-use assets | ||||||||
| Imputed interest income | ( | ) | ( | ) | ||||
| Waiver of trade payables | ( | ) | ||||||
| Interest expense on borrowings | ||||||||
| Interest expense on lease liabilities | ||||||||
| Forgiveness of director’s remuneration | ||||||||
| Amortisation of contract fulfillment cost | ||||||||
| Consultancy fee paid in shares | ||||||||
| Provision for long service payment | ||||||||
| Operating cash flows before movements in working capital | ||||||||
| Increase in prepayments and deposits | ( | ) | ( | ) | ||||
| Decrease (increase) in trade and other receivables | ( | ) | ||||||
| Increase in contract fulfillment costs | ( | ) | ||||||
| Increase in deferred listing expenses | ( | ) | ( | ) | ||||
| Increase in trade and other payables | ||||||||
| (Decrease) increase in contract liabilities | ( | ) | ||||||
| NET CASH GENERATE FROM OPERATING ACTIVITIES | ||||||||
| CASH USED IN AN INVESTING ACTIVITY | ||||||||
| Purchase of property, plant and equipment | ( | ) | ||||||
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – Continued
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)
| For the six months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| FINANCING ACTIVITIES | ||||||||
| New bank borrowing raised | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||
| Payment of transaction cost | ( | ) | ||||||
| Interest paid on borrowings | ( | ) | ( | ) | ||||
| Repayment of lease liabilities, including related interests | ( | ) | ( | ) | ||||
| Repayment to directors | ( | ) | ( | ) | ||||
| Advance from directors | ||||||||
| NET CASH GENERATED FROM (USED IN) FINANCING ACTIVITIES | ( | ) | ||||||
| NET (DECREASE) INCREASE IN CASH | ( | ) | ||||||
| CASH AT THE BEGINNING OF THE PERIOD | ||||||||
CASH AT THE END OF THE PERIOD, represented by bank balances and cash | ||||||||
| For the six months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Interest paid on borrowings | ||||||||
| Interest paid on lease liabilities | ||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 1. | DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS |
Green Circle Decarbonize Technology Limited (the “Company”) was incorporated in the Cayman Islands with limited liability under the Companies Act of the Cayman Islands. The address of the registered office is P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands and the principal place of business of the Company is Unit 1809, Prosperity Place, 6 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong.
The principal activity of the Company is investment holding and its subsidiary (the “Group”) is a provider of advanced energy saving solutions and consultancy services and construction services supported by proprietary phase change thermal energy storage materials and thermal engineering services. As an advocate of decarbonization, the subsidiary design, develop, and provide customised energy saving solutions that bring considerable economic benefits to our clients and reduce carbon emissions for a sustainable future.
| 2. | BASIS OF PRESENTATION |
The accompanying interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34, Interim Financial Reporting (“IAS 34”), and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended March 31, 2025.
The preparation of interim condensed financial statements in accordance with IAS 34 requires the use of certain critical accounting estimates and the exercise of management’s judgment in applying the Company’s accounting policies. Areas involving a high degree of judgment or complexity and areas where assumptions and estimates are significant to the Group’s interim condensed consolidated financial statements which were the same as those described in the Group’s annual consolidated financial statements as at and for the year ended March 31, 2025.
Basis of Measurement
The condensed consolidated financial statements have been prepared on the historical cost basis.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Functional Currency and Presentation Currency
The Group’s condensed consolidated financial statements are presented in Hong Kong dollars (“HK$”), which is also the functional currency of the Group.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 2. | BASIS OF PRESENTATION - continued |
Going concern
The
Group’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realisation
of assets and settlement of liabilities and commitments in the normal course of business. The Group has a loss and comprehensive loss
of HK$
The
Group had cash of HK$
The Group has prepared the condensed consolidated financial statements on the basis that it will continue to operate as a going concern.
New, revised or amended Accounting Standards and Interpretations adopted.
The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued by the IASB that are mandatory for the current reporting period.
Other new standards did not have any impact on the Group’s accounting policies and did not require retrospective adjustments.
Any new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been adopted early.
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION |
The condensed consolidated financial statements have been prepared on the historical cost basis as explained in the accounting policies set out below.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these condensed consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, leasing transactions that are accounted for in accordance with IFRS 16 Leases and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
The principal accounting policies are set out below.
Basis of consolidation
The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
Revenue from contracts with customers
The Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the goods or services underlying the particular performance obligation is transferred to the customer.
A performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.
Control is transferred over time and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
| ● | the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs; | |
| ● | the Group’s performance creates or enhances an asset that the customer controls as the Group performs; or | |
| ● | the Group’s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date. |
Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct good or service.
Energy saving services income
For the energy saving services, the revenue is recognized in-line with the energy performance contract entered, being over time of the energy cost saving on electricity consumption.
Consultancy services income
The Group provides a consultancy service for development innovation solutions for repurpose second-hand electric vehicle (“EV”) batteries for commercial energy storage applications, it is comprised of two types of consultancy services:
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Revenue from contracts with customers - continued
Consultancy services income - continued
| i. | Completion of prototype of second-hand batteries (“Prototype”) |
The Group provides consultancy services related to technical issues on Prototype and provide research by using proprietary phase change thermal energy storage materials on the Prototype until the first Prototype is completed. There is only one performance obligation, and the contract is typically fixed priced with no variable consideration and financing component. The performance obligation is satisfied and entitled to reimburse from customer if and only if the first Prototype is completed, the revenue was recognised at a point in time upon the completion of the first Prototype which is at the time when the result of services is accepted by the customers.
| ii. | Completion of know-how on the Prototype |
The Group provides consultancy services that apply proprietary phase change thermal energy storage materials on the Prototype until the Prototype is commercialised and approved by the regulatory department. There is only one performance obligation, and the contract is typically fixed priced with no variable consideration and financing component. The revenue is recongised when the (i) prototype is commercialised; and (ii) the final prototype is approved by the International Electrotechnical Commission.
Construction income
Construction income was recognised over time. The Group provide construction for the installation of (i) mechanical ventilation and air conditioning (“MVAC”) system, (ii) Ultra high efficiency Chiller Plant System and (iii) cooling water tower. The typical contract length of the Group entered within one year. The Group generally provides limited warranties for work performed under its construction contracts. The warranty periods typically extend for one year following substantial completion of the Group’s work on the project.
The Group shall recognise revenue for a performance obligation satisfied over time only if the entity can reasonably measure its progress towards complete satisfaction of the performance obligation.
Output measures such as construction works delivered are utilized to assess progress against specific contractual performance obligations for the majority of services. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the services to be provided. The Group expects the reference to contract milestone depicts the Group’s performance in transferring control of goods or services promised to customers for individual projects, the Group satisfies the performance obligation over time and therefore, the output method using construction works delivered best represents the measure of progress against the performance obligations incorporated within the contractual agreements.
In some circumstances, the Group may not be able to reasonably measure the outcome of a performance obligation, but the Group expects to recover the costs incurred in satisfying the performance obligation. In those circumstances, the Group shall recognise revenue only to the extent of the costs incurred until such time that it can reasonably measure the outcome of the performance obligation.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Contract fulfilment costs
Contract fulfilment costs related directly to costs to fulfill a specific project incurred to date. When determining the appropriate accounting treatment for the costs incurred to fulfil a contract, the Group applies the following criteria which, if met, result in capitalisation:
| (i) | the costs directly relate to a contract or to a specifically identifiable anticipated contracts; | |
| (ii) | the costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; | |
| (iii) | the costs are expected to be recovered. |
The assessment of this criteria requires the application of judgment, in particular when considering if costs generate or enhance resources to be used to satisfy future performance obligations and whether costs are expected to be recoverable.
Contract fulfilment costs are amortised based on the timing of transfer to the customer of the goods or services.
A contract fulfilment costs is derecognised either when it is disposed of or when no further economic benefits are expected to flow from its use or disposal.
At each reporting date, the Group determines whether or not the contract fulfilment costs are impaired by comparing the carrying amount of the assets to the remaining amount of consideration that the Group expects to receive less the costs that relate to providing services under the relevant contract.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Leases
Definition of a lease
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For contracts entered into or modified or arising from business combinations on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
Non-lease components are separated from lease component on the basis of their relative stand-alone prices.
The Group as a lessee
Short-term leases and leases of low-value assets
The
Group applies the short-term lease recognition exemption to warehouse leases that have a lease term of 12 months or less from the commencement
date and do not contain a purchase option. It also applies the recognition exemption for leases of low-value assets (i.e. value less
than US$
Right-of-use assets
The cost of right-of-use asset includes:
| ● | the amount of the initial measurement of the lease liability; | |
| ● | any lease payments made at or before the commencement date, less any lease incentives received; | |
| ● | any initial direct costs incurred by the Group; and | |
| ● | an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. |
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Leases - continued
The Group as a lessee - continued
Right-of-use assets – continued
Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term is depreciated from commencement date to the end of the useful life. The remaining right-of-use assets are depreciated on a straight-line basis over the term of the leases.
The Group presents right-of-use assets as a separate line item in the condensed consolidated statement of financial position.
Refundable rental deposits
Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.
Lease liabilities
At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
The lease payments include:
| ● | fixed payments (including in-substance fixed payments) less any lease incentives receivable; | |
| ● | variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; | |
| ● | amounts expected to be paid under residual value guarantees; | |
| ● | the exercise price of a purchase option reasonably certain to be exercised by the Group; and | |
| ● | payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. |
Variable lease payments that do not depend on an index or a rate are not included in the measurement of lease liabilities and right-of-use assets, and are recognised as expense in the period on which the event or condition that triggers the payment occurs.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Leases - continued
The Group as a lessee – continued
Lease liabilities - continued
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever the lease term has changed, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
The Group presents lease liabilities as a separate line item in the condensed consolidated statement of financial position.
Lease modifications
The Group accounts for a lease modification as a separate lease if:
| ● | the modification increases the scope of the lease by adding the right to use one or more underlying assets; and | |
| ● | the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract. |
For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability, less any lease incentives receivable, based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
The Group accounts for the remeasurement of lease liabilities by making corresponding adjustments to the relevant right-of-use assets.
Foreign currencies
In preparing the condensed consolidated financial statements of the Group, transactions in currencies other than the functional currency of the Group (“foreign currencies”) are recognised at the rates of exchanges prevailing on the dates of the transactions. At the end of the reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognised in profit or loss in the period in which they arise.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION – continued |
Borrowing costs
Borrowing cost that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset. Other borrowing costs are recognised as an expense.
Retirement benefit costs
Payments to the Mandatory Provident Fund Schemes, which are defined contribution schemes, are charged as an expense when employees have rendered service entitling them to the contributions.
Income Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from “loss before tax” as reported in the condensed consolidated statement of profit or loss and other comprehensive income because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the condensed consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION – continued |
Income Taxes - continued
For the purposes of measuring deferred tax for leasing transactions in which the Group recognises the right-of-use assets and the related lease liabilities, the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.
For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies IAS 12 Income Taxes requirements to the leasing transaction as a whole. Temporary differences relating to right-of use assets and lease liabilities are assessed on a net basis. Excess of depreciation on right-of-use assets over the lease payments for the principal portion of lease liabilities resulting in net deductible temporary differences.
Current and deferred tax are recognised in profit or loss.
Property, plant and equipment
Property, plant and equipment are stated in the condensed consolidated statement of financial position at cost, less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.
Depreciation is recognised so as to write off the cost of items of property, plant and equipment, less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of the reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
| Machinery and Equipment | ||
| Office equipment | ||
| Computer |
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION – continued |
Impairment losses recognised on property, plant and equipment and right-of-use assets
At the end of the reporting period, the Group reviews the carrying amounts of its property, plant and equipment and right-of-use assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION – continued |
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15 Revenue from Contracts with Customers. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Financial assets
Classification and subsequent measurement of financial assets
Financial assets that meet the following conditions are subsequently measured at amortised cost:
| ● | the financial asset is held within a business model whose objective is to collect contractual cash flows; and | |
| ● | the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income (“FVTOCI”):
| ● | the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling; and | |
| ● | the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Financial instruments - continued
Financial assets - continued
Classification and subsequent measurement of financial assets - continued
All other financial assets are subsequently measured at FVTPL except that at the date of initial application of IFRS 9/initial recognition of a financial asset the Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if that equity investment is neither held for trading nor contingent consideration recognised by an acquirer in a business combination to which IFRS 3 Business Combinations applies.
A financial asset is classified as held for trading if:
| ● | It has been acquired principally for the purpose of selling in the near term; or | |
| ● | On initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or | |
| ● | It is a derivative that is not designated and effective as hedging instrument. |
In addition, the Group may irrevocably designate a financial asset that are required to be measured at the amortised cost or FVTOCI as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch.
Amortised cost and interest income
Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit impaired.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Financial instruments - continued
Financial assets - continued
Impairment of financial assets
The Group performs impairment assessment under Expected Credit Loss (“ECL”) model on financial assets including trade and other receivables, amount due from directors/ a shareholder and cash which are subject to impairment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
| (i) | Significant increase in credit risk |
In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.
In particular, the following information is taken into account when assessing whether credit risk has increased significantly:
| ● | an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; | |
| ● | significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor; | |
| ● | existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; | |
| ● | an actual or expected significant deterioration in the operating results of the debtor; or | |
| ● | an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. |
Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are past due, unless the Group has reasonable and supportable information that demonstrates otherwise.
The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Financial instruments - continued
Financial assets - continued
Impairment of financial assets - continued
| (ii) | Definition of default |
For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).
| (iii) | Credit-impaired financial assets |
A financial asset is credit-impaired when one or more events of default that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:
| (a) | significant financial difficulty of the issuer or the borrower; | |
| (b) | a breach of contract, such as a default or past due event; | |
| (c) | the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider; | |
| (d) | it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or | |
| (e) | the disappearance of an active market for that financial asset because of financial difficulties. |
| (iv) | Impairment policy |
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. An impairment constitutes a derecognition event. Any subsequent recoveries are recognised in profit or loss.
| (v) | Measurement and recognition of ECL |
The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Financial instruments - continued
Financial assets - continued
Impairment of financial assets - continued
| (v) | Measurement and recognition of ECL - continued |
Where ECL is measured on a collective basis or cater for cases where evidence at individual instrument level may not yet be available, the financial instruments are grouped on the following basis:
| ● | Nature of financial instruments (i.e. the Group’s trade receivables and other receivables are each assessed as a separate group. Cash and amount due from directors/ related party are assessed for ECL on an individual basis); | |
| ● | Past-due status; | |
| ● | Nature, size and industry of debtors; and | |
| ● | External credit ratings where available. |
The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.
Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit impaired, in which case interest income is calculated based on amortised cost of the financial asset.
The Group recognises an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with the exception of trade receivables measured at amortised cost where the corresponding adjustment is recognised through a loss allowance account.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Financial instruments - continued
Financial liabilities and equity instruments
Classified as debt or equity
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Financial liabilities at amortised cost
Financial liabilities including trade and other payables, amount due to a shareholder/directors, bank and other borrowings, and lease liabilities are subsequently measured at amortised cost, using the effective interest method.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Interest expense is recognised on an effective interest basis.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 3. | MATERIAL ACCOUNTING POLICIES INFORMATION - continued |
Financial instruments - continued
Deferred listing expense
An entity typically incurs various costs in issuing or acquiring its own equity instruments. Those costs might include registration and other regulatory fees, amounts paid to legal, accounting and other professional advisers, printing costs and stamp duties. The transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The costs of an equity transaction that is abandoned are recognised as an expense.
Transaction costs that relate to the issue of a compound financial instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds. Transaction costs that relate jointly to more than one transaction (for example, costs of a concurrent offering of some shares and a stock exchange listing of other shares) are allocated to those transactions using a basis of allocation that is rational and consistent with similar transactions.
As at September 30, 2025, all deferred listing expenses were paid by a third party and recorded as other payables.
| 4. | REVENUE |
| a. | Break-down of revenue |
SCHEDULE OF BREAK-DOWN OF REVENUE
| September 30, 2025 | September 30, 2024 | |||||||
| For the six months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Energy saving services income | ||||||||
| - Hong Kong | ||||||||
| Consultancy fee income | ||||||||
| - Hong Kong | ||||||||
| Construction income | ||||||||
| - Hong Kong | ||||||||
| Total | ||||||||
| Revenue | ||||||||
Energy saving services income
As at April 21, 2017, the Group entered into a performance agreement for energy savings project by using Phase Change Material Thermal Energy Storage System together with Ultra-High Efficiency Boca Hybrid Power Chiller Plant.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 4. | REVENUE - continued |
| a. | Break-down of revenue - continued |
Consultancy fee income
On May 13, 2024, the Group entered into a consultancy agreement for research and development and provide solution to repurpose second-hand EV batteries for commercial energy storage applications. During the six months ended September 30, 2024, the Group completed the consultancy services of completion of the first Prototype, the details accounting policies relating to revenue are set out in Note 3.
Construction income
The Group entered into three construction agreements for the installation of MVAC system and installation of Ultra High Efficiency Chiller Plant System. Such services are recognised as a performance obligation satisfied over time. Revenue is recognised for these installation services based on these performance obligations under IFRS 15.
In the installation of MVAC system, the Group is not able to reasonably measure the outcome of a performance obligation, but the Group expects to recover the costs incurred in satisfying the performance obligation. In those circumstances, the Group shall recognise revenue only to the extent of the costs incurred until such time that it can reasonably measure the outcome of the performance obligation.
As
of September 30, 2025 and 2024, contracted but not yet recognised revenue of construction income was HK$
The detailed accounting policies and estimated relating to revenue are set out in Note 3.
The Group allows a credit period of 30 to 90 days to its trade customers.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 4. | REVENUE - continued |
| b. | Major customers |
The
revenue from major customers individually contributed over
SCHEDULE OF REVENUE FROM MAJOR CUSTOMERS
| September 30, 2025 | September 30, 2024 | |||||||
| For the six months ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| HAECO | ||||||||
| SOAR Equipment Rental Company Limited | ||||||||
| Macau University of Science and Technology Foundation - University Hospital | ||||||||
| Revenue | ||||||||
| 5. | OTHER INCOME |
SCHEDULE OF OTHER INCOME
| For the six months ended | For the six months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Bank interest income | ||||||||
| Imputed interest income | ||||||||
| Reversal of trade payables | ||||||||
| Insurance claims | ||||||||
| Total | ||||||||
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 6. | GENERAL AND ADMINISTRATIVE EXPENSES |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
| For the six months ended | For the six months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Salaries and benefits | ||||||||
| Office and miscellaneous | ||||||||
| Management and consulting fees | ||||||||
| Professional fees | ||||||||
| Directors’ remuneration | ||||||||
| Depreciation | ||||||||
| Travel and promotion | ||||||||
| Total | ||||||||
| 7. | FINANCE COSTS |
SCHEDULE OF FINANCE COSTS
| For the six months ended | For the six months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Interest on bank borrowings | ||||||||
| Interest on other borrowings | ||||||||
| Interest on lease liabilities | ||||||||
| Total | ||||||||
| 8. | INCOME TAX EXPENSE |
Hong
Kong Profits Tax is calculated at
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 9. | MOVEMENT IN PROPERTY, PLANT AND EQUIPMENT AND RIGHT-OF-USE ASSETS |
The
Group spent approximately HK$
The
Group had
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 10. | PREPAYMENTS AND DEPOSITS, TRADE AND OTHER RECEIVABLES |
SCHEDULE OF PREPAYMENTS AND DEPOSITS, TRADE AND OTHER RECEIVABLES
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Trade receivables | ||||||||
| Less: Provision for expected credit losses | ||||||||
| Other receivables | ||||||||
| Trade receivables and other receivables | ||||||||
| Prepayments and deposits | ||||||||
| Prepayment for project cost | ||||||||
| Total | ||||||||
| Less: Prepayments and receivables within twelve months shown under current assets | ( | ) | ( | ) | ||||
| Prepayments shown under non-current assets | ||||||||
The following is an aged analysis of trade receivables (net of allowance for credit losses) presented based on the invoice date at the end of the reporting period, which approximates the revenue recognition dates:
SCHEDULE OF ANALYSIS OF TRADE RECEIVABLES
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Up to 30 days | ||||||||
| Trade receivables | ||||||||
Before accepting any new customer, the Group will assess the potential customer’s credit quality and define its credit limits. Credit sales are made to customers with an appropriate credit history. Credit limits attributed to customers and credit terms granted to customers are reviewed regularly.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 11 | CONTRACT FULFILMENT COSTS |
SCHEDULE OF CONTRACT FULFILMENT COSTS
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Being balance | ||||||||
| Additions | ||||||||
| Amortisation | ( | ) | ||||||
| Total | ||||||||
The
Group capitalised costs incurred to fulfil contracts as contract fulfilment costs in condensed consolidated statements of financial position.
Contract fulfilment costs were HK$
| 12. | TRADE AND OTHER PAYABLES |
SCHEDULE OF TRADE AND OTHER PAYABLES
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Trade payables | ||||||||
| Interest payables | ||||||||
| Other payables | ||||||||
| Accrued charges | ||||||||
| Provision for long service payment | ||||||||
| Provision for reinstatement cost | ||||||||
| Total | ||||||||
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 13. | CONTRACT LIABILITIES |
SCHEDULE OF CONTRACT LIABILITIES
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Contract liabilities | ||||||||
| i. | On
August 27, 2024, the Group has entered contract with independent customer for providing services of installation MVAC system. The
Group received deposits from customers, this will give rise to contract liabilities before the contract commencement, until the Group
satisfied the performance obligations. The management recognised the contract liabilities of HK$ |
| ii. | On
February 10, 2025, the Group has entered contract with independent customer for providing of supply and installation of the colling
tower system. The Group received deposits of HK$ |
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 14. | RELATED PARTY DISCLOSURES |
| a) | Compensation of key management personnel of the Group. |
SCHEDULE OF COMPENSATION OF KEY MANAGEMENT PERSONNEL OF GROUP
| For the six months ended | For the six months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Salaries, fees and other | ||||||||
| Allowances (Note) | ||||||||
| Salaries, fees and other allowances | ||||||||
| Retirement benefit scheme | ||||||||
| Contributions | ||||||||
| Retirement benefit scheme contributions | ||||||||
| Total | ||||||||
| Note: | For
the six months ended September 30, 2024, the directors’ emoluments were accounted for in administrative expenses amounting
to HK$ |
For
the six months ended September 30, 2024, Chan Kam Biu, Richard, a director and major shareholder, waived his remuneration of HK$
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 14. | RELATED PARTY DISCLOSURES - continued |
| b) | Amounts due to shareholder and directors |
The amounts are unsecured, interest-free and repayable on demand. The related party balances are set out below:
SCHEDULE OF RELATED PARTY BALANCES
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Amount due to a shareholder | ||||||||
| Joyful Star Limited | ( | ) | ( | ) | ||||
| Amount due to a shareholder | ( | ) | ( | ) | ||||
| Amounts due from/(to) directors | ||||||||
| Dr Chan Kam Biu, Richard | ( | ) | ( | ) | ||||
| Lui Lai Yuen | ( | ) | ||||||
| Amounts due from/(to) directors | ( | ) | ||||||
| Other borrowing | ||||||||
| Ma Chi Heng | ( | ) | ( | ) | ||||
| Other borrowing | ( | ) | ( | ) | ||||
| Interest payable | ||||||||
| Ma Chi Heng | ( | ) | ( | ) | ||||
| Interest payable | ( | ) | ( | ) | ||||
During
the six months ended September 30, 2025 the Group has made advances of HK$
During
the six months ended September 30, 2025, the Group made advance of HK$
| c) | Transactions with related parties |
The
consulting fees provided by the Company to MavDB Consulting LLC,
On
March 13, 2025, the Group entered into sales and purchase agreements with the director and his close family member, Ms. Lui Lai Yuen,
and Mr. Chan Koon Wah Charles, for purchasing residential property for director’s accommodation. The consideration is HK$
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 15. | BANK AND OTHER BORROWINGS |
SCHEDULE OF BANK AND OTHER BORROWINGS
| September 30, 2025 | March 31, 2025 | |||||||
| HK$ | HK$ | |||||||
| (Unaudited) | ||||||||
| Bank loans | ||||||||
| Other loans | ||||||||
| Total | ||||||||
| Secured | ||||||||
| Unsecured | ||||||||
| Total | ||||||||
| Carrying amount repayable: | ||||||||
| Within one year | ||||||||
| In more than one year but not exceeding five years | ||||||||
| More than five years | ||||||||
| Amounts due within one year, shown under current liabilities with repayment on demand | ||||||||
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 15. | BANK AND OTHER BORROWINGS - continued |
Details of the bank and other borrowings are as follows:
SCHEDULE OF DETAILS OF BANK AND OTHER BORROWINGS
| Loan 1 | Loan 2 | Loan 3 | Loan 4 | |||||||||||||
| HK$ | HK$ | HK$ | HK$ | |||||||||||||
| Principal | ||||||||||||||||
| Interest rate p.a | % | % | % | % | ||||||||||||
| Inception date | ||||||||||||||||
| Maturity date | ||||||||||||||||
| Repayment terms | ||||||||||||||||
| Security | ||||||||||||||||
| Loan 5 | Loan 6 | Loan 7 | ||||||||||
| HK$ | HK$ | HK$ | ||||||||||
| Principal | ||||||||||||
| Interest rate p.a | % | % | % | |||||||||
| Inception date | ||||||||||||
| Maturity date | ||||||||||||
| Repayment terms | ||||||||||||
| Security | ||||||||||||
Note:
| 1. | The
repayment term of loan 2 is |
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 16. | LEASE LIABILITIES |
The following table presents lease obligations for the Group for the period ended September 30, 2025 and March 31, 2025.
SCHEDULE OF LEASE OBLIGATIONS
| Leased properties | ||||
| HK$ | ||||
| Balance March 31, 2024 | ||||
| Imputed interest | ||||
| Lease payments | ( | ) | ||
| Balance March 31, 2025 | ||||
| Lease liabilities, beginning balance | ||||
| Imputed interest | ||||
| Lease payments | ( | ) | ||
| Balance September 30, 2025 (Unaudited) | ||||
| Lease liabilities, ending balance | ||||
| Less: Current portion (Unaudited) | ( | ) | ||
| Non-current lease liabilities (Unaudited) | ||||
The
weighted average incremental borrowing rates applied to lease liabilities at
| 17. | DEFERRED LISTING EXPENSES |
Deferred offering expenses included the costs directly attributable to issuing new shares, the deferred offering expenses would be deducted from equity upon the Company being listed.
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 18. | SHARE CAPITAL |
| a) | Authorised Share Capital |
The Group’s authorised common shares were with par value of HK$ (US$).
| b) | Issued Share Capital |
| Number of shares | Amount HK$ | |||||||
| Issued and fully paid: | ||||||||
| At April 1, 2024, September 30, 2024 (Unaudited), March 31, 2025 (Audited) and September 30, 2025 (Unaudited) | ||||||||
The
Company issued million ordinary shares of HK$ (US$) each, in exchange for consultancy service of HK$
| c) | Share premium |
The share premium account is governed by the Companies Law of the Cayman Islands and may be applied by the Company subject to the provisions, if any, of its memorandum and articles of association in paying distributions or dividends to equity shareholders.
No distribution or dividend may be paid to the equity shareholders out of the share premium account.
| d) | Other reserve |
Other
reserve comprised of (i) waiver of amount due from director who is equity participant in the Group, amounted of HK$
GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For THE PERIOD ENDED SEPTEMBER 30, 2025 AND SEPTEMBER 30, 2024 (UNAUDITED)
(Expressed in Hong Kong Dollars)
| 19. | OPERATING SEGMENT |
The Group’s operating segment is determined based on information reported to the chief operating decision maker of the Group (the executive directors of the Company) for the purpose of resource allocation and performance assessment. For management purpose, the Group operates in one business line based on their services, and only has one operating segment, provider of advanced energy saving solutions and consultancy services and construction services supported by proprietary phase change thermal energy storage materials and thermal engineering services operation. The chief operating decision maker reviews the revenue and results of the Group as a whole without further discrete financial information. Accordingly, no analysis of this single operating and reportable segment is presented.
The majority of Group’s revenue is generated from Hong Kong, and majority of non-current assets are located in Hong Kong.
| 20. | SUBSEQUENT EVENT |
Management has evaluated subsequent events through the date these condensed consolidated financial statements were available to be issued. Based on our evaluation, there are no subsequent events that would require recognition and or disclosure in the condensed consolidated financial statements.
On
January 14, 2026, the Company consummated its initial public offering (“IPO”) of common shares, par value of US$
(equivalent to HK$) per share, at a price to the public of US$ per share. The shares commenced trading on NYSE American Market
on January 13, 2026, the Company received aggregate gross proceeds of US$
| 21. | APPROVAL OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
These condensed consolidated financial statements were approved by the board of directors for issue on February 6, 2026.