6-K
GCL Global Holdings Ltd (GCL)
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-42523
GCL Global Holdings Ltd
(Exact Name of Registrant as Specified in its Charter)
29 Tai Seng Avenue, #02-01
Singapore 534119
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: +65 80427330
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 ☐
On July 30, 2025, GCL Global Holdings Ltd. (“GCL”) issued a press release announcing its financial results for the fiscal year ended March 31, 2025, a copy of which is being furnished as Exhibit 99.1 hereto. As previously announced, GCL will host a conference call to discuss its fiscal year 2025 results on Thursday, July 31, 2025, at 8:00 a.m. EDT. An investors deck related to the conference call is being furnished as Exhibit 99.2 hereto.
Exhibits
| 99.1 | Press release dated July 30, 2025 announcing financial results for the fiscal year ended March 31, 2025. |
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| 99.2 | GCL Fiscal Year 2025 Earnings Presentation. |
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SIGNATURE
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, hereunto duly authorized.
| Dated: July 31, 2025 | ||
|---|---|---|
| GCL Global Holdings Ltd. | ||
| By: | /s/ Sebastian Toke | |
| Name: | Sebastian Toke | |
| Title: | Group CEO |
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Exhibit 99.1
GCL Announces Fiscal Year 2025 Financial Results
Singapore – July 31, 2025 – GCL Global Holdings Ltd (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced its financial results for the fiscal year ended March 31, 2025.
FY2025 and Subsequent Highlights
| ● | Revenues of $142.1 million, up 45.7% from the prior year period |
|---|---|
| ● | Gross Margin of 15.0% compared to 13.7% in FY2024 |
| --- | --- |
| ● | Net income of $5.0 million grew 350% compared to net loss of $2.0 million in FY2024 |
| --- | --- |
| ● | EBITDA of $10.8 million increased 980% compared to $1.0 million in FY2024 |
| --- | --- |
“This year marked a major inflection point for our business highlighted by a return to net income, increased gross margins, and top-line growth,” said Sebastian Toke, Group CEO of GCL. The growth seen was primarily fueled by the global success of “Black Myth: Wukong” in conjunction with distribution of a larger library of games and an increase in overall demand for our distribution and publishing pipeline. We believe “Black Myth: Wukong” is the first of many Asian AAA titles with the potential to captivate global gamers, and GCL is well-positioned to capitalize on this trend.
“Looking ahead, we expect a seamless integration of Ban Leong Technologies following the close of the acquisition, and we’re confident in our ability to realize meaningful synergies that will strengthen our platform and accelerate growth. Furthermore, in an era where gaming software drives the demand for gaming hardware, the acquisition of Ban Leong as a consumer electronic and gaming hardware group will complement GCL’s ecosystem. Our full-service gaming ecosystem positions us as an increasingly attractive partner to developers across the spectrum, from indie creators to major AAA studios.”
Revenues for fiscal year 2025 were $142.1 million, up 45.7% from $97.5 million in the comparable twelve months in 2024. The increase was driven by robust growth across all segments, which included global physical publishing revenues from “Black Myth: Wukong” and the expansion of our subsidiary, 2Games’s, digital library to over 8,000 games. Gross margin was 15% for the fiscal year ended March 31, 2025, an improvement of 130 basis points from 13.7% in fiscal year 2024. While the margin increase was partly driven by the success of “Black Myth”, it also reflected generally higher profit margins from publishing and digital sales.
The cost of revenues was $120.8 million for FY2025, representing a 43.5% increase compared to $84.2 million for the same period last year.
Selling and marketing expenses remain stable at $2.6 million for fiscal year 2025 and the same period of FY2024, reflecting higher efficiency and cost management.
General and administrative expenses were $15.4 million for FY2025, an increase of 17.8% compared to $13.1 million for the same period last year. The company invested in personnel and infrastructure to support ongoing business growth and organizational expansion, as well as costs associated with the transition to becoming a public company.
Total operating expenses increased 14.6% to $18.0 million for FY2025, from $15.7 million for the same period last year.
Other income, net was $2.9 million compared to $0.5 million in FY2024 with the increase due to a $5.3 million fair value gain associated with the Company’s convertible notes that were issued during FY2025.
Net income was $5.0 million for FY2025, up 350% compared to a net loss of $2.0 million for FY2024.
EBITDA for FY2025 was $10.8 million, a 980% increase from $1.0 million in t he comparable prior year period.
Earnings per share, basic and diluted, was $0.05 for FY2025, compared to a loss per share, basic and diluted, of $0.01 for the same period last year.
Key FY2025 and Subsequent Developments
| ● | On February 13, 2025, GCL announced that it had completed the business combination with RFAC Acquisition<br>Corp., and the ordinary shares and warrants of GCL commenced trading on Nasdaq on February 14, 2025. |
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| ● | On February 14, 2025, GCL announced the acquisition of a 20% stake in NEKCOM Inc. and that it had obtained<br>global publishing rights for its upcoming game, “Showa American Story.” |
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| ● | On February 20, 2025, GCL and 4Divinity announced the signing of a Memorandum of Understanding with Sword<br>Panda for global publishing rights of “Yuan Gong’s Sword: Awakening.” |
| --- | --- |
| ● | On March 3, 2025, GCL announced that it had entered a term sheet with LEAP Studio Limited, a game studio<br>in Hong Kong, and its affiliates, with plans to further strengthen its gaming portfolio by potentially acquiring a 20% stake for exclusive<br>global publishing rights for the game “Realm of Ink”. |
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| ● | On March 27, 2025, GCL announced that its subsidiary, Epicsoft Asia Pte Ltd (“Epicsoft Asia”),<br>had been appointed as the exclusive regional distributor for “Elden Ring Nightreign.” |
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| ● | On March 31, 2025, GCL, in conjunction with the Hainan Animation and Gaming Association, a key industry<br>group, announced a strategic partnership to drive regional gaming initiatives. |
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| ● | On April 30, 2025, GCL announced that Epicsoft Asia made a voluntary conditional cash offer for Ban Leong<br>Technologies Limited at S$0.6029 per share. On May 27, 2025, the offer was declared unconditional. As Epicsoft Asia has already received<br>over 90% of the total number of issued shares of Ban Leong, it intends to compulsorily acquire all the offer shares not acquired under<br>the offer which is currently expected to take place on or around August 25, 2025. Ban Leong will then be delisted from the Singapore Stock<br>Exchange. |
| --- | --- |
| ● | On May 23, 2025, GCL announced that it had secured $2.9 million in senior unsecured convertible note financing. |
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Balance Sheet
As of March 31, 2025, the Company had a total of $21.4 million in cash and restricted cash, compared to $4.3 million as of March 31, 2024.
“The acquisition of Ban Leong is expected to materially improve the Company’s financial position. More importantly, it positions us to integrate hardware, software, and IP in innovative ways as the gaming industry continues to advance, taking advantage of the ever-faster computing platforms and evolving gamer preferences. We have a clear roadmap to realize synergies and expect to see results by the end of this fiscal year,” said Sebastian Toke.
“We have a robust pipeline of new anticipated releases, with game titles expected to be published globally and distributed regionally throughout Asia. We are actively building our game development pipeline and believe the current developer landscape provides a range of attractive opportunities for us to leverage our distribution and localization expertise that will keep global gamers coming back for more.”
Conference Call
GCL will host a webcast and conference call to discuss its fiscal year 2025 results today at 8:00 a.m. EDT. A live webcast and a slide presentation will be available on GCL’s investor relations website in the “Events” section of the Company’s investor relations website under the “News & Events” header at ir.gclglobalholdings.com.
For participants who wish to dial-in, please register in advance using the link provided below and do so 10 to 15 minutes prior to the call. Dial-in numbers, passcode and unique access PIN will be provided upon registering:
Register
A webcast replay of the call will be available at ir.gclglobalholdings.com for one year following the call.
About GCL Global Holdings
GCL Global Holdings Ltd. unites people through immersive games and entertainment experiences, enabling creators to deliver engaging content and fun gameplay experiences to gaming communities worldwide with a strategic focus on the rapidly expanding Asian gaming market.
Drawing on a deep understanding of gaming trends and market dynamics, GCL Group leverages its diverse portfolio of digital and physical content to bridge cultures and audiences by introducing Asian-developed IP to a global audience across consoles, PCs, and streaming platforms.
Learn more at http://www.gclglobalholdings.com.
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Forward-Looking Statements
This press release includes “forward-looking statements” made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may also include, but are not limited to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics, projections of market opportunity and expectations, the estimated implied enterprise value of GCL’s ability to scale and grow its business, the expected benefits of the Company’s pending acquisition of Ban Leong Technologies Limited, the advantages and expected growth of the Company, and the Company’s ability to source and retain talent. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GCL’s management, and are not predictions of actual performance.
These statements involve risks, uncertainties, and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements. Although GCL believes that it has a reasonable basis for each forward-looking statement contained in this press release, GCL cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the proxy statement/prospectus included in the Registration Statement relating to the recent business combination, filed by the Company with the SEC on December 31, 2024, and other documents that will be filed by the Company from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. GCL cannot assure you that the forward-looking statements in this press release will prove to be accurate. There may be additional risks that GCL presently knows or that GCL currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The forward-looking statements in this press release represent the views of GCL as of the date of this press release. Subsequent events and developments may cause those views to change. However, while GCL may update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of GCL as of any date subsequent to the date of this press release. Except as may be required by law, GCL does not undertake any duty to update these forward-looking statements.
Non-GAAP Measures
Some of the financial information and data contained in this press release, such as EBITDA, have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). EBITDA does not represent net income, as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance. Additionally, EBITDA is not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures, tax payments and debt service requirements. In light of the foregoing limitations, you should not consider EBITDA as substitutes for, or superior to, net income (loss) prepared in accordance with GAAP. We encourage our shareholders and investors and others to review our financial information in its entirety and not rely on any single financial measure.
EBITDA is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of the historical non-GAAP financial measures to their most directly comparable GAAP financial measures. As EBITDA has material limitations as analytical metrics and may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.
GCL Investor Relations:
Crocker Coulson
crocker.coulson@aummedia.org
(646) 652-7185
3
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Stated in U.S. dollar, except for the number of shares)
| For the Years Ended March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||||
| REVENUES | |||||||||
| Revenues | $ | 140,563,181 | $ | 97,492,224 | $ | 76,780,259 | |||
| Revenues, a related party | 1,509,405 | 42,477 | 663,896 | ||||||
| TOTAL REVENUES | 142,072,586 | 97,534,701 | 77,444,155 | ||||||
| COST OF REVENUES | |||||||||
| Cost of revenues | (104,995,460 | ) | (65,970,028 | ) | (50,605,760 | ) | |||
| Cost of revenues, related parties | (15,833,765 | ) | (18,246,215 | ) | (12,992,848 | ) | |||
| TOTAL COST OF REVENUES | (120,829,225 | ) | (84,216,243 | ) | (63,598,608 | ) | |||
| GROSS PROFIT | 21,243,361 | 13,318,458 | 13,845,547 | ||||||
| OPERATING EXPENSES | |||||||||
| Selling and marketing | (2,568,702 | ) | (2,602,892 | ) | (2,689,213 | ) | |||
| General and administrative | (15,438,447 | ) | (13,109,638 | ) | (7,555,613 | ) | |||
| Total operating expenses | (18,007,149 | ) | (15,712,530 | ) | (10,244,826 | ) | |||
| INCOME (LOSS) FROM OPERATIONS | 3,236,212 | (2,394,072 | ) | 3,600,721 | |||||
| OTHER INCOME (EXPENSE) | |||||||||
| Other income, net | 867,823 | 1,266,239 | 283,397 | ||||||
| Interest expense, net | (2,255,934 | ) | (507,803 | ) | (191,154 | ) | |||
| Change in fair value of contingent consideration for acquisition | (545,428 | ) | (272,029 | ) | (932,152 | ) | |||
| Change in fair value of convertible notes | 5,254,103 | - | - | ||||||
| Change in fair value of derivative liabilities | (378,683 | ) | - | - | |||||
| TOTAL OTHER (EXPENSE) INCOME, NET | 2,941,881 | 486,407 | (839,909 | ) | |||||
| INCOME (LOSS) BEFORE INCOME TAXES | 6,178,093 | (1,907,665 | ) | 2,760,812 | |||||
| INCOME TAXES EXPENSE | (1,128,672 | ) | (53,291 | ) | (620,142 | ) | |||
| NET INCOME (LOSS) | 5,049,421 | (1,960,956 | ) | 2,140,670 | |||||
| Less: net income (loss) attributable to non-controlling interests | (538,204 | ) | (587,452 | ) | 154,551 | ||||
| NET INCOME (LOSS) ATTRIBUTABLE TO GCL GLOBAL HOLDINGS LTD’S SHAREHOLDERS | $ | 5,587,625 | $ | (1,373,504 | ) | $ | 1,986,119 | ||
| NET INCOME (LOSS) | 5,049,421 | (1,960,956 | ) | 2,140,670 | |||||
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||
| Foreign currency translation adjustments | 312,217 | (87,881 | ) | (25,886 | ) | ||||
| COMPREHENSIVE INCOME (LOSS) | 5,361,638 | (2,048,837 | ) | 2,114,784 | |||||
| Less: total comprehensive income (loss) attributable to noncontrolling interests | (522,820 | ) | (583,642 | ) | 154,001 | ||||
| Total comprehensive income (loss) attributable to GCL Global Holdings Ltd’s shareholders | $ | 5,884,458 | $ | (1,465,195 | ) | $ | 1,960,783 | ||
| INCOME (LOSS) PER SHARE - BASIC AND DILUTED, ORDINARY SHARES | $ | 0.05 | $ | (0.01 | ) | $ | 0.02 | ||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING* | |||||||||
| Basic and diluted | 107,156,840 | 105,013,283 | 104,972,026 | ||||||
| * | Giving retroactive effect to reverse recapitalization effected on February 13, 2025. | ||||||||
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Reconciliation of USGAAP to Non-US GAAP Financial Measures
| For the years ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||
| US | US | US | ||
| Net income / (loss) | ) | |||
| Interest expense, net | ||||
| Provision for income taxes | ||||
| Depreciation and amortization expenses | ||||
| EBITDA |
All values are in US Dollars.
5
GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Stated in U.S. dollar, except for the number of shares)
| 2024 | ||||
| ASSETS | ||||
| CURRENT ASSETS | ||||
| Cash and cash equivalents | 18,247,380 | $ | 2,677,059 | |
| Restricted cash | 3,131,335 | 1,656,678 | ||
| Accounts receivable, net | 25,761,683 | 17,413,086 | ||
| Amount due from related parties | 392,334 | 21,880 | ||
| Inventories, net | 5,936,223 | 4,826,217 | ||
| Other receivable and other current assets, net | 1,733,022 | 460,997 | ||
| Prepayments, net | 6,239,861 | 5,510,988 | ||
| Derivative asset | 269,119 | - | ||
| Loan to third party | 382,024 | - | ||
| Total current assets | 62,092,981 | 32,566,905 | ||
| NONCURRENT ASSETS | ||||
| Property and equipment, net | 380,315 | 505,111 | ||
| Definite-lived intangible assets, net | 2,207,852 | 3,273,226 | ||
| Indefinite-lived intangible assets | 14,324,323 | 6,858,114 | ||
| Goodwill | 2,990,394 | 2,990,394 | ||
| Long-term investments | 15,435,274 | 71,045 | ||
| Other receivable, non-current | - | 167,000 | ||
| Prepayments, a related party | 3,000,000 | - | ||
| Operating leases right-of-use assets | 442,376 | 1,128,066 | ||
| Finance leases right-of-use assets | 363,008 | 470,100 | ||
| Deferred merger costs | - | 1,065,854 | ||
| Deferred tax assets, net | 351,060 | 462,429 | ||
| Total noncurrent assets | 39,494,602 | 16,991,339 | ||
| TOTAL ASSETS | 101,587,583 | $ | 49,558,244 | |
| LIABILITIES, MEZZANINE EQUITY, AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Bank Loans, current | 10,500,085 | $ | 8,812,807 | |
| Accounts payable | 28,389,357 | 7,016,238 | ||
| Accounts payable, a related party | 4,567,337 | 6,567,480 | ||
| Contract liabilities | 505,323 | 209,903 | ||
| Other payables and accrued liabilities | 4,702,791 | 3,101,586 | ||
| Operating lease liabilities, current | 376,751 | 792,197 | ||
| Contingent consideration for acquisition, current | 1,121,006 | 2,319,000 | ||
| Finance leases liabilities, current | 84,528 | 72,868 | ||
| Amount due to related parties | 683,338 | 486,016 | ||
| Tax payables | 1,417,173 | 1,017,143 | ||
| Total current liabilities | 52,347,689 | 30,395,238 | ||
| NON-CURRENT LIABILITIES | ||||
| Operating lease liabilities, non-current | 110,368 | 370,103 | ||
| Finance leases liabilities, non-current | 164,606 | 234,765 | ||
| Bank loans, non-current | 1,421,139 | 208,010 | ||
| Deferred investment consideration payable | 7,500,000 | - | ||
| Derivative liabilities, non-current | 3,086,519 | - | ||
| Deferred tax liabilities | - | 346,969 | ||
| Contingent consideration for acquisition, non-current | - | 1,378,000 | ||
| Total non-current liabilities | 12,282,632 | 2,537,847 | ||
| TOTAL LIABILITIES | 64,630,321 | 32,933,085 | ||
| COMMITMENTS AND CONTINGENCIES | ||||
| MEZZANINE EQUITY | ||||
| Ordinary shares subject to possible redemption, nil and 217,724 shares as of March 31, 2025 and 2024, respectively* | - | 700,000 | ||
| SHAREHOLDERS’ EQUITY | ||||
| Ordinary share, par value 0.0001; 150,000,000 shares authorized, 126,276,372 and 105,055,344 shares issued as of March 31, 2025 and 2024, respectively, and 121,947,978 and 105,055,344 outstanding as of March 31, 2025 and 2024, respectively* | 12,196 | 10,506 | ||
| Additional paid-in capital | 18,149,582 | 1,730,098 | ||
| Retained earnings | 17,513,985 | 11,938,374 | ||
| Accumulated other comprehensive income (loss) | 178,312 | (120,551 | ) | |
| TOTAL GCL Global Holdings Ltd shareholders’ equity | 35,854,075 | 13,558,427 | ||
| Non-controlling interests | 1,103,187 | 2,366,732 | ||
| TOTAL SHAREHOLDERS’ EQUITY | 36,957,262 | 15,925,159 | ||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY | 101,587,583 | $ | 49,558,244 |
All values are in US Dollars.
| * | Giving retroactive effect to reverse recapitalization effected on February 13, 2025. |
|---|
6 ****
Exhibit 99.2
Fiscal Year 2025 Earnings Presentation July 2025 1 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT
This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . This communication is restricted by law ; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation . No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to GCL Global Holdings Ltd . (GCL) or any of its subsidiaries . The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute financial investment, tax or legal advice . No representation or warranty, express or implied, is or will be given by GCL or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this presentation or in any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto . The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material . GCL disclaims any duty to update the information contained in this presentation . Forward - looking statements This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . GCL’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include, without limitation, GCL’s expectations with respect to future performance . These forward - looking statements also involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results . Factors that may cause such differences include, but are not limited to : ( 1 ) our ability to distribute and publish new and “hit” game titles ; ( 2 ) success in developing and creating game IP ; ( 3 ) our ability to achieve the expected benefits of our pending acquisition of Ban Leong Technologies Limited and future acquisitions ; ( 4 ) our ability to grow and manage growth profitably, maintain relationships with consumers, resellers and game studios and retain key employees ; ( 5 ) success in our strategy to monetize game IP through transmedia ; ( 6 ) ability to develop a technology platform and diversify revenue streams ; ( 7 ) changes in the applicable laws or regulations ; ( 8 ) the possibility that GCL may be adversely affected by other economic, business, and/or competitive factors ; and ( 9 ) other risks and uncertainties that we have identified in our proxy statement/prospectus filed with the U . S . Securities and Exchange Commission (the “SEC”) on December 31 , 2024 , and may identify from time to time in our filings with the SEC . GCL cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward - looking statements, including projections, which speak only as of the date made . GCL undertakes no obligation to and accepts no obligation to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based . Industry, Market Data and Partnerships : In this presentation, GCL relies on and refers to certain information and statistics regarding the markets and industries in which GCL competes . Such information and statistics are based on management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings . While GCL believes that such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information . GCL has not independently verified the accuracy or completeness of the information provided by the third - party sources . This presentation contains descriptions of certain key business partnerships with GCL . These descriptions are based on GCL management team’s discussion with such counterparties, certain non - binding written agreements and the latest available information and estimates as of the date of this presentation . These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this presentation . Financial Information ; Non - GAAP Financial Terms Certain financial information and data contained in this presentation is unaudited and does not conform to Regulation S - X . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement, or prospectus to be filed by GCL with the SEC . Some of the financial information and data contained in this presentation, such as EBITDA is not measures prepared in accordance with United States generally accepted accounting principles (“GAAP”) . GCL believes that these non - GAAP measures of financial results provides useful information to management and investors regarding certain financial and business trends relating to GCL’s financial condition and results of operations and in comparing GCL’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . GCL management does not consider this non - GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of this non - GAAP financial measure is that it excludes significant expenses and income that is required by GAAP to be recorded in GCL’s financial statements . In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expense and income items are excluded or included in determining this non - GAAP financial measures . In order to compensate for these limitations, management presents this measure (EBITDA) with the most closely related GAAP result (net income) . Trademarks This presentation contains trademarks, trade names and copyrights of GCL and other companies, which are the property of their respective owners. THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 2 Forward Looking Statements
Strongest year of EBITDA growth Strongest year of revenue growth Return to profitability from prior year loss Transformative year FY25 Achievements Year of growth Profitability Game investments Scalability of our platform 8K+ titles Signed publishing agreement. No financial investment from GCL at this time. Signed publishing agreement. No financial investment from GCL at this time. 3 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT
THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 4 Game Distribution
Our game distribution division saw a particularly strong uplift in FY25, largely supported by the global release of several highly anticipated AAA titles No. of game copies sold (‘M) FY25 6.5 FY24 5.0 FY23 2.6 GCL Top 10 Best Selling Titles 1 1. Total sales of GCL Group and its subsidiaries across physical and digital game titles THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 5
US EU ASIA GCL Has Global Physical Distribution Rights to One of the Fastest - Selling Games of all Time Our role as the global physical publisher for Black Myth: Wukong, a AAA title, where the success of the game has boosted our credibility in publishing and distribution across global markets THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 6
THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 7 Game Publishing & Media
On the publishing front, we continued to expand our pipeline and deliver content that resonates with regional and global audiences. FY25 marked continued strategy to publish high - potential titles Publishing Titles FY24 FY25 Cumulative No. of Games Published # 12 8 3.4 1.1 4.9 FY24 Revenue FY25 Gross profit FY2025 GCL Game Publishing Revenue US$’M +367.1% YoY 16 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 8 # Including two expired publishing contracts
Growth Strategy Focused on Game IP Development and Investment We might just be looking at the next Game Of The Year” – Asmongold GCL Acquired 20% of NEKCOM Inc. and Obtained Global Publishing Rights for its Upcoming Game “SHOWA AMERICAN STORY” https:// www.youtube.com/watch?v=tmx1JlXVceE THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 9
THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 10 Financial Results
FY2024 FY2023 (US$’M) (US$’M) FY2025 (US$’M) 97.5 77.4 142.1 Revenue 13.3 13.8 21.2 Gross profit 13.7% 17.9% 15.0% Gross profit margin - 2.0 2.1 5.0 Net income (loss) 0.5 0.2 2.3 Interest expense, net 0.1 0.6 1.1 Provision for income taxes 2.4 1.5 2.4 Depreciation and amortization expenses 1.0 4.4 10.8 EBITDA FY25 was a year of record growth • Group revenue grew by 45.7% Year - on - Year against FY24 • Gross Profits rose 59.5% Year - on - Year • Return to profitability with Net Income in FY25 • EBITDA grew close to 10x Results For Fiscal Year 2025 ending March 31, 2025 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 11
FY2025 GCL Revenue US$’M 77.4 97.5 +45.7% YoY 142.1 FY23 FY24 FY25 4.4 1.0 FY23 FY24 FY25 13.8 13.3 FY23 FY24 FY25 +59.5% YoY 21.2 FY2025 GCL Net Income US$’M 2.1 - 2.0 +980.0% YoY 10.8 +350.0% YoY 5.0 +26.0% YoY - 3.6% YoY Results For Fiscal Year 2025 ending March 31, 2025 - 195.2% YoY FY2025 GCL EBITDA US$’M - 77.3% YoY FY2025 GCL Gross Profit US$’M FY23 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 12 FY24 FY25
Results For Fiscal Year 2025 ending March 31, 2025 6.1 3.4 16.0 2.0 1.1 4.9 FY23 FY24 FY25 Revenue Gross Profit 3.3 3.1 2.8 1.7 1.6 1.6 FY23 FY24 FY25 Revenue Gross Profit 68.1 91.0 123.3 10.1 10.7 14.7 FY23 FY25 FY24 Revenue Gross Profit US$97.5M GCL Revenue FY24 Game Publishing US$’M Media & Others US$’M 123.3M (86.7%) (11.3%) 2.8M (2.0%) Console Game US$’M +33.7% YoY +35.4% YoY - 43.8% YoY 367.1% YoY - 5.6% YoY - 9.9% YoY US$142.1M GCL Revenue FY25 16M 91M (93.3%) 3.4M (3.5%) 3.1M (3.2%) 77.4 97.5 142.1 10.2 15.7 18.0 FY23 Group Revenue FY24 FY25 Group Operating Expenses Group Revenue vs Operating Expenses US$’M Segment Contribution Console Game Game Publishing Media & Others Segment Contribution Console Game Game Publishing Media & Others +45.7% YoY +26.0% YoY 13 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT
FY2024 FY2023 US$'M US$'M FY2025 US$'M 4.3 3.8 0.0 2.1 23.4 20.2 4.8 3.1 0.0 0.0 21.4 0.8 33.7 5.9 0.3 Current assets Cash and cash equivalents Amount due from related parties Accounts and other receivables Inventories Derivative asset Non - current assets Property, and equipment Intangible assets and goodwill Long - term investments Other receivables Right - of - use assets, leases Deferred merger costs Deferred tax assets Total assets 32.5 29.2 0.5 0.6 13.1 16.8 0.1 0.1 0.2 0.0 1.6 1.0 1.1 0.0 0.5 0.1 62.1 0.4 19.5 15.4 3.0 0.8 0.0 0.4 17.1 18.6 39.5 49.6 47.8 101.6 FY2024 FY2023 US$'M US$'M FY2025 US$'M Current liabilities 8.8 9.4 10.5 Bank loans 10.3 9.4 33.6 Accounts and other payables 0.9 0.5 0.5 Lease liabilities Contingent consideration for 2.3 0.8 1.1 acquisition 7.1 4.1 5.3 Amount due to related parties 1.0 1.0 1.4 Tax payables 30.4 25.2 52.4 Non - current liabilities 0.6 0.4 0.3 Lease liabilities 0.2 0.8 1.4 Bank loans 0.0 0.0 7.5 Deferred investment consideration 0.0 0.0 3.1 Derivative liabilities 0.4 0.6 0.0 Deferred tax liabilities Contingent consideration for 1.4 3.5 0.0 acquisition 2.6 5.3 12.3 33.0 30.5 64.6 Total liabilities 0.7 0.2 0.0 Mezzanine equity 13.5 14.3 35.9 Shareholders' equity 2.4 2.8 1.1 Non - controlling interests 16.6 17.3 37.0 Total shareholders' equity Balance Sheet (Condensed) ending March 31, 2025 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 14
THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 15 Summary FY26 & Beyond
Singapore - based consumer electronics & gaming hardware group with more than 30 years of history with major brand partnerships Pending Strategic Acquisition: Ban Leong Technologies Bolt - on acquisition strategy for gaming hardware and consumer electronics THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 16
Pending Strategic Acquisition: Ban Leong Technologies Positioned to capture evolving consumer needs Graphic cards • Cutting - edge GPUs remain core to the gaming experience, especially for AAA, VR, and competitive titles • To meet demand from both PC gamers and content creators who require high - performance hardware WIFI Router • Fast, stable connectivity is critical for online and competitive gaming • Rising demand for Wi - Fi 7 and mesh systems to support multi - device, low - lag environments Gaming PC / Laptop • Increasing demand for high - performance systems to support modern games and streaming • Increasing demand in portable gaming laptops that offer desktop - level performance on the go *ROG X Evangelion as an example THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 17
Pending Strategic Acquisition: Ban Leong Technologies Expanding addressable market with strong potential for value creation • Drive operational efficiencies • Expansion of new geographical markets and wider consumer demographics • Hardware collaboration & bundling sales • B2C with Live Streaming Capabilities • Inclusion of other brands into the ecosystem 12 months ended 31.03.2024 (S$’M) 1 12 months ended 31.03.2025 (S$’M) 1 6 months ended 6 months ended 31.03.2025 31.03.2024 (S$’M) 1 (S$’M) 1 208.1 193.6 96.1 105.7 Revenue - 189.9 - 176.7 - 86.9 - 96.5 Cost of sales 18.2 16.9 9.2 9.2 Gross profit 6.3 5.1 3.3 3.6 Profit from operating activities 8.3 5.0 3.3 5.7 Profit before tax 6.8 4.8 2.4 5.0 Total comprehensive income 1 Figures from SGX released announcement 26 May 2025 ( https://links.sgx.com/1.0.0/corporate - announcements/2KCA3AE8FXRT0R2C/53ee9cf1a21dbdcd37544c15cfddcd9773a3d24cfb210b86c3c8ec2b04a 7d940 ) Ban Leong Technologies financials are represented in SGD; were prepared in accordance with Singapore Financial Report Standard, not US GAAP, and are unaudited. (Stated in SG dollars) THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 18
Distribution & Consumer Products Game Studios and Entertainment (IP) Business Ecosystem THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 19
Game Publishing Showcase Nekcom is currently developing Showa American Story, a role - playing game that pays tribute to 80's pop culture featuring a string of cult classic B - Movies. Playing as 19 - year - old stuntwoman, Chouko, gamers will join her on a journey of truth and revenge across a version of North America where the United States is an unofficial colony of Japan THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 20
Game Publishing Showcase Sword Panda is currently developing Sword Sage Awakening, a high - fidelity action RPG rooted in martial arts fantasy. The game showcases exceptional combat design and worldbuilding, and we are actively working with the studio on its go - to - market and publishing roadmap THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 21
Leap Studio is preparing for a Version 1.0 PC and console release of Realm of Ink , a visually stunning title that explores psychological themes through traditional ink - brush aesthetics. It’s an innovative title that pushes artistic boundaries while offering wide commercial appeal Game Publishing Showcase THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 22
Transmedia Strategy Continues to Gain Momentum Strong IP allows for adaptations leading to potential for further monetization THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 23
Summary FY26 & Beyond Full Year FY25 Revenue FY25 US$ 142.1m Net Income FY25 US$ 5.0m +45.7% YoY Growth +350.0% YoY Growth 01 Anticipated release of several AAA titles 02 Launch of Switch 2 03 Pending strategic acquisition: Ban Leong Technologies 04 Ongoing game investment & global publishing strategy EBITDA FY25 US$ 10.8m +980.0% YoY Growth THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 24
THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 25 Appendix
Consolidated Balance Sheets (Stated in US dollars, except for per share amounts) * Giving retroactive effect to reverse recapitalization effected on February 13, 2025. THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 26
Consolidated Statements of Operations and Comprehensive Income (Loss) (Stated in US dollars, except for per share amounts) * Giving retroactive effect to reverse recapitalization effected on February 13, 2025. THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 27
Reconciliation of GAAP to Non - GAAP Measures (Stated in US dollars) 28 THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT
THE ASIAN POWERHOUSE IN GAMES & ENTERTAINMENT 29