6-K
OIO Group (OIO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,DC 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 UNDER
THESECURITIES EXCHANGE ACT OF 1934
ForSeptember 2024
Commission File No. 001-41772
ESGLHoldings Limited
101Tuas South Avenue 2
Singapore637226
(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 ☐
OtherInformation
Attached hereto as Exhibit 99.1 is a press release dated September 20, 2024, announcing the financial and operating results of ESGL Holdings Limited (the “Company”) for the first half of 2024, which have not been audited or reviewed by the Company’s independent registered accounting firm.
Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 20, 2024. |
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, thereunto duly authorized.
| ESGL Holdings Limited | |||
|---|---|---|---|
| By: | /s/ Ho Shian Ching | ||
| Name: | Ho<br>Shian Ching | ||
| Title: | Chief<br>Financial Officer | ||
| Dated: | September<br> 23, 2024 |
Exhibit99.1
For Immediate Release
ESGL HOLDINGS LIMITED REPORTS FIRST HALF 2024 FINANCIAL RESULTS
OPERATING SUBSIDIARY ACHIEVES FIRST PROFITABLE HALF YEAR, OPTIMISTIC OUTLOOK FOR SECOND HALF
Singapore – September 20, 2024 – ESGL Holdings Limited (NASDAQ: ESGL) (“ESGL” or the “Company”), a leading carbon neutral, innovative enviro-tech company regenerating industrial waste into circular products, today announced its financial results for the six-month period ended June 30, 2024.
First Half 2024 Highlights:
| ● | First-Time<br> Subsidiary Profitability: ESGL’s operating subsidiary posted its first-ever profitable half-year, a significant milestone compared<br> to the loss recorded in first half of 2023. |
|---|---|
| ● | Revenue<br> Growth: Revenue for the first half of 2024 increased to US$3.49 million, a 2.8% improvement from the prior year, despite regulatory<br> challenges and volatility in waste volumes. |
| ● | Significant<br> Reduction in Losses: Loss before taxation improved by 45.3%, reduced from US$590,000 in the first half of 2023 to US$322,000, driven<br> by strict cost management and operational efficiencies. |
| ● | Logistics<br> Cost Savings: Logistics costs were reduced by US$527,000, a 66.6% decrease year-on-year, significantly improving the Company’s<br> cost base. |
Operational and Segment Performance:
| ● | Solid<br> Waste Thermal Processing Solutions: Revenue grew by 8.15%, underpinned by the collection of new waste types and the expansion of<br> the Company’s customer base. |
|---|---|
| ● | Liquid<br> Waste Synthesis Solutions: Revenue in this segment declined by 45.8% due to the regulatory impact on a key customer. However, the<br> Company expects recovery in the second half of 2024. |
| ● | Circular<br> Products Sales: Sales declined by 39.1% due to lower demand for base metals, though the Company remains optimistic about improving<br> market conditions. |
| ● | Other<br> Income: Foreign exchange gains contributed to a US$93,000 increase in other income, reflecting favorable currency movements. |
Outlook for the Second Half of 2024:
ESGL is optimistic about its performance in the second half of 2024, driven by a focus on expanding its solid hazardous waste customer base and regaining liquid hazardous waste volume, while maintaining operational efficiency and achieving cost savings. Additionally, the Company is actively working to renew long-term contracts with key clients to sustain and enhance profitability.
CEO Statement:
Quek Leng Chuang, Chief Executive Officer and Chairman of ESGL, commented:
“We are proud to report that our operating subsidiary has achieved its first profitable half-year. This significant milestone reflects the strength of our strategic focus on cost efficiency and operational optimization. As we look toward the second half of 2024, we remain confident in our ability to drive sustained growth across our core segments and continue to build momentum toward long-term profitability.”
AboutESGL Holdings Limited
ESGL Holdings Limited is a Singapore-based carbon-neutral enviro-tech company dedicated to transforming industrial waste into circular products. With a commitment to sustainable waste management solutions, ESGL is a leading player in the environmental solutions industry. ESGL conducts all its operations through its operating subsidiary incorporated in Singapore, Environmental Solutions (Asia) Pte. Ltd. For more information, including the Company’s filings with the SEC, please visit https://esgl.asia.
Investor Relations Contact:
ESGL Holdings Limited
Investor Relations Department
Email: ir@esgl.asia
Phone: +65 6653 2299
Forward-LookingStatements
Certain statements in this press release may be considered to contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this press release regarding anticipated future financial and operating performance and results, including estimates for growth, gross margins, adjusted EBITDA, potential regional expansion, development of new products, partnerships, customer relationships, demand for waste processing, and sales of circular products. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on ESGL management’s current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. A further list and description of risks and uncertainties can be found in documents filed with the Securities and Exchange Commission (“SEC”) by ESGL and other documents that the Company may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement made by us in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise, except as required by law.
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ESGLHoldings Limited
ConsolidatedStatement of Financial Position
Asat June 30, 2024 and December 31, 2023
| June 30, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| US | US | |||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Prepaid forward purchase agreement | ||||
| Inventories | ||||
| Non-current assets | ||||
| Property, plant and equipment, net | ||||
| Intangible assets, net | ||||
| Total assets | ||||
| LIABILITIES | ||||
| Current liabilities | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Borrowings | ||||
| Deferred underwriting fee payable | ||||
| Tax liabilities | ||||
| Non-current liabilities | ||||
| Lease liabilities (non-current) | ||||
| Borrowings (non-current) | ||||
| Deferred tax liabilities | ||||
| Total liabilities | ||||
| Net assets | ||||
| EQUITY | ||||
| Share Capital | ||||
| Accumulated losses | ) | ) | ||
| Other reserves | ||||
| Share premium reserve | ||||
| Exchange Reserves | ) | ) | ||
| Revaluation Surplus | ||||
| Total equity |
All values are in US Dollars.
The accompanying notesform an integral part of these consolidated financial statements.
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ESGLHoldings Limited
ConsolidatedStatement of Profit or Loss and Other Comprehensive Income for the Financial Periods ended June 30, 2024 and 2023
| June 30, 2024 | June 30, 2023 | |||
|---|---|---|---|---|
| US | US | |||
| Revenue | ||||
| Other income | ||||
| Cost of inventory | ) | ) | ||
| Logistics costs | ) | ) | ||
| Depreciation of property, plant and equipment | ) | ) | ||
| Amortization of intangible assets | ) | ) | ||
| Employee benefits expense | ) | ) | ||
| Finance expense | ) | ) | ||
| Other operating expenses | ) | ) | ||
| Loss before income tax | ) | ) | ||
| Income tax expense | ) | ) | ||
| Net loss and comprehensive loss | ) | ) | ||
| Loss per share | ) | ) | ||
| Weighted average number of shares |
All values are in US Dollars.
Theaccompanying notes form an integral part of these financial statements.
| Page 4 |
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ESGLHoldings Limited
ConsolidatedStatement of Changes in Equity for the Financial Periods ended June 30, 2024 and 2023
| Share capital | Revaluation reserve | Exchange reserve | Share premium reserve | Other reserve | Accumulated losses | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| US | US | US | US | US | US | US | ||||
| 2023 | ||||||||||
| Beginning of financial year | ) | ) | ||||||||
| Issuance of new shares | ||||||||||
| Loss for the year | ) | ) | ||||||||
| Balance as of June 30, 2023 | ) | ) | ||||||||
| 2024 | ||||||||||
| Beginning of financial year | ) | ) | ||||||||
| Issuance of new shares | ||||||||||
| Loss for the year | ) | ) | ||||||||
| Balance as of June 30, 2024 | ) | ) |
All values are in US Dollars.
Theaccompanying notes form an integral part of these consolidated financial statements.
| Page 5 |
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ESGLHoldings Limited
ConsolidatedStatement of Cash Flows for the Financial Periods ended June 30, 2024 and 2023
| June 30, 2024 | June 30, 2023 | |||
|---|---|---|---|---|
| US | US | |||
| Cash flows from operating activities | ||||
| Loss before income tax | ) | ) | ||
| Adjustments for: | ||||
| - Prepaid forward purchase agreement written-off | ||||
| - Depreciation of property, plant and equipment | ||||
| - Amortisation of intangible assets | ||||
| - Interest income | ) | ) | ||
| - Interest expense | ||||
| - Loss/(gain) on disposal of property, plant and equipment | ||||
| - Foreign exchange adjustment | ) | |||
| Changes in operating assets and liabilities: | ||||
| - Trade and other receivables | ) | |||
| - Inventories | ) | |||
| - Trade and other payables | ) | |||
| Net cash (used in)/generated from operating activities | ) | |||
| Cash flows from investing activities | ||||
| Purchase of property, plant and equipment | ) | ) | ||
| Proceeds from disposal of property, plant and equipment | ||||
| Additions to intangible assets | ) | ) | ||
| Interest received | ||||
| Net cash used in investing activities | ) | ) | ||
| Cash flows from financing activities | ||||
| Proceeds from bank borrowings | ||||
| Repayment of bank borrowings | ) | ) | ||
| Shares issuance | ||||
| Repayment of underwriting fees | ) | |||
| Repayments of lease liabilities | ) | ) | ||
| Interest paid | ) | ) | ||
| Net cash provided by provided by financing activities | ||||
| Net (decrease)/increase in cash and bank balances | ) | |||
| Cash and cash equivalents | ||||
| Beginning of the financial year | ||||
| End of the financial periods |
All values are in US Dollars.
Theaccompanying notes form an integral part of these consolidated financial statements.
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| ESGL<br> Holdings Limited | |
| ESGL<br> Holdings Limited (“ESGL” or the “Company”) was incorporated in the Cayman Islands on November 18, 2022. Following<br> the successful completion of a business combination on August 3, 2023 (the “Business Combination”), ESGL listed on Nasdaq<br> and became a publicly traded company. ESGL’s stock commenced trading August 4, 2023. | |
| ESGL’s<br> subsidiaries are as follows: | |
| Environmental<br> Solutions Group Holdings Limited (“ESGH”) | |
| Environmental<br> Solutions Group Holdings Limited is a holding company incorporated under the laws of the Cayman Islands as an exempted company with<br> limited liability on June 14, 2022. The address of its registered office is 71 Fort Street, PO Box 500, George Town, Grand Cayman,<br> KY1-1106, Cayman Islands. As a holding company with no material operations of its own, ESGH conducts all of its operations through<br> its operating entity incorporated in Singapore, Environmental Solutions (Asia) Pte. Ltd. | |
| Environmental<br> Solutions Asia Holdings Limited (“ESAH”) | |
| ESAH,<br> a wholly-owned subsidiary of the ESGH, was incorporated on June 29, 2022 and domiciled in the British Virgin Islands with its registered<br> office at Mandar House, 3^rd^ Floor, Johnson’s Ghut, Tortola, British Virgin Islands. | |
| Environmental<br> Solutions (Asia) Pte. Ltd. (“ESA”) | |
| ESA<br> was incorporated and domiciled in Singapore, with its registered office at 101 Tuas, South Avenue 2, Singapore 637226. ESA is a waste<br> management, treatment and recycling company involved in the collection and recycling of hazardous and non-hazardous industrial waste<br> from customers such as pharmaceutical, semiconductor, petrochemical and electroplating companies. | |
| As<br> ESGL, ESGH, ESAH and ESA (collectively the “Group”) were under common control, the Business Combination constituted a<br> reorganization under common control and are required to be retrospectively applied to the consolidated financial statements at their<br> historical amounts. The consolidated financial statements have been prepared as if the existing corporate structure had been in existence<br> throughout all periods. This includes a retrospective presentation for all equity related disclosures, including issued shares, which<br> have been revised to reflect the effects of the reorganization in accordance with International Financial Reporting Standards (“IFRS”)<br> as of June 30, 2024 and 2023. |
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Subsidiaries
The consolidated financial statements of the Group include:
| Place of | ||||||
|---|---|---|---|---|---|---|
| incorporation | ||||||
| Name of subsidiary | Principal activities | and business | Effective equity held by the Group | |||
| 2024 | 2023 | |||||
| % | % | |||||
| Held by the Company | ||||||
| Environmental Solutions Group Holdings Limited | Investment holding company | Cayman Island | 100 | 100 | ||
| Held by Subsidiary | ||||||
| Environmental Solutions Asia Holdings Limited | Investment holding company | British Virgin Islands | 100 | 100 | ||
| Environmental Solutions (Asia) Pte. Ltd. | Waste management and recycling of industrial wastes | Singapore | 100 | 100 |
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