Revenue surges as GCL (NASDAQ: GCL) trims 2026 sales and profit outlook

Rhea-AI Filing Summary

GCL Global Holdings reported unaudited first half fiscal 2026 results showing rapid growth but weaker profitability and a lower full-year outlook. Revenue reached $98.7 million for the six months ended September 30, 2025, up 93.9% from $50.9 million, driven mainly by the Ban Leong Technologies acquisition and an expanded console hardware and accessories lineup.

Gross profit rose to $10.8 million, but gross margin narrowed to 11.0% from 13.8% as lower-margin hardware distribution became a larger part of the mix. Operating expenses increased 115.7% to $17.5 million, including about $2.5 million of one-time acquisition and integration costs, leading to a net loss of $5.6 million versus a $0.8 million loss a year earlier and EBITDA of negative $2.7 million versus positive $0.7 million.

As of September 30, 2025, GCL held $19.8 million in cash and restricted cash and had a $38.7 million secured term facility maturing in 2030. The company cut its full-year 2026 guidance, now expecting revenue to exceed $210 million and gross profit to exceed $21 million, down from prior expectations of more than $240 million in revenue and over $30 million in gross profit, citing short-term delays in two game releases.

Positive

• Revenue nearly doubled year over year, rising to $98.7 million for the six months ended September 30, 2025, up 93.9% from $50.9 million, driven by the Ban Leong Technologies acquisition and a broader console hardware and accessories lineup.
• Platform scale and asset base expanded, with total assets increasing to $159.9 million, including higher inventories, intangibles, goodwill and long-term investments, alongside a $38.7 million secured term facility extending to 2030 to support the enlarged operating footprint.

Negative

• Profitability weakened significantly, as gross margin fell to 11.0% from 13.8%, operating expenses more than doubled, net loss widened to $5.6 million from $0.8 million, and EBITDA turned to a $2.7 million loss from a $0.7 million profit.
• Full-year 2026 guidance was cut, with expected revenue reduced from exceeding $240 million to over $210 million and expected gross profit lowered from above $30 million to over $21 million, reflecting delays in two game releases.

Insights

Equity research analyst

Strong revenue growth from acquisitions is offset by margin pressure, rising costs, higher leverage and a notable cut to 2026 guidance.

GCL nearly doubled scale in first half fiscal 2026, with revenue rising to $98.7 million, up 93.9% year over year, largely from the Ban Leong Technologies acquisition. However, hardware and accessories distribution carries lower margins, pulling gross margin down to 11.0% from 13.8% despite higher gross profit.

Operating expenses climbed 115.7% to $17.5 million, including about $2.5 million of one-time professional, transaction and integration costs, but also higher ongoing costs from a larger footprint. This swing drove net loss to $5.6 million from $0.8 million, and EBITDA to a loss of $2.7 million from a $0.7 million profit.

On the balance sheet, total assets expanded to $159.9 million, supported by acquisitions and investments, while total liabilities rose to $123.9 million, including a new secured term facility of $38.7 million maturing in 2030. The company reduced full-year 2026 guidance from revenue above $240 million and gross profit above $30 million to more than $210 million and $21 million, respectively, due to delays in two title releases, indicating softer near-term profitability expectations.

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 January 2026

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 January 30, 2026, GCL Global Holdings Ltd. (“GCL”) issued a press release announcing its financial results for the six months ended September 30, 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 first half fiscal year 2026 results on Friday, January 30, 2026, at 8:00 a.m. EST. An investors deck related to the conference call is being furnished as Exhibit 99.2 hereto. On January 30, 2026, GCL issued a press release related to a $10.0 million strategic investment, a copy of which is being furnished as Exhibit 99.3. On January 29, 2026, GCL issued a press release related to a game trailer, a copy of which is being furnished as Exhibit 99.4. 

Exhibits

99.1	Press release dated January 30, 2026 announcing financial results for the six months ended September 30, 2025.
99.2	GCL First Half Fiscal Year 2026 Earnings Presentation, dated January 2026.
99.3	Press release dated January 30, 2026.
99.4	Press release dated January 29, 2026.

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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: January 30, 2026
	GCL Global Holdings Ltd.
	By:	/s/ Sebastian Toke
	Name:	Sebastian Toke
	Title:	Group CEO

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Exhibit 99.1

GCL Announces First Half Fiscal Year 2026 Unaudited Financial Results

SINGAPORE, Jan. 30, 2026 (GLOBE NEWSWIRE) - GCL Global Holdings Ltd. (NASDAQ: GCL) (“GCL” or the “Company”), a leading provider of games and entertainment, today announced its financial results for the six months ended September 30, 2025.

First Half FY 2026 Highlights

● Revenues of $98.7 million, up 93.9% from the prior year period

● Gross Margin of 11.0% compared to 13.8% in first half fiscal year 2025

● Net loss of $5.6 million, compared to net loss of $0.8 million in the same period last year

● EBITDA loss of $2.7 million, compared to a gain of $0.7 million in first half fiscal year 2025.

“The first half of the year marked an important period of execution and foundation-building for the company,” said Sebastian Toke, Group CEO of GCL. “We completed the acquisition of Ban Leong Technologies and began integration efforts focused on operational alignment and cost efficiencies. We also continued investing in gaming franchises that we believe have strong potential to contribute to revenue growth and margin improvement over time and secured a strategic investment in our 4Divinity publishing subsidiary, providing additional flexibility to expand our pipeline across both AAA and indie titles.”

“Our year-over-year revenue growth primarily reflects the contribution from Ban Leong’s hardware, computer accessories, and multimedia product sales following the acquisition. The transaction expanded our scale and distribution reach and further diversified our operating platform. Our focus now is on disciplined integration and capturing operational synergies across our gaming and entertainment ecosystem, spanning development, publishing, hardware and software distribution, and digital marketing. As titles advance through development and commercialization, we expect our broader platform to be increasingly positioned to support more consistent operating performance over time.”

Revenues for the first half of fiscal year 2026 were $98.7 million, up 93.9% from $50.9 million in the comparable six months of fiscal year 2025. The increase was driven by an expanded product line-up in the console game/hardware/accessories segment (including Ban Leong), alongside continued growth in publishing.

Gross margin was 11.0% for the six months ended September 30, 2025, a decline from 13.8% in the prior year period, despite gross profit increasing 54.5% year over year to $10.8 million The margin tightening was a function of a shifting product mix, with Ban Leong’s hardware & accessories distribution contributing lower margins than our higher-margin publishing activities and Ban Leong representing a much larger share of the consolidated revenue base in the period. As a result, the consolidated gross margin percentage declined despite higher gross profit dollars.

The cost of revenues was $87.9 million for the first six months of FY 2026, increasing by approximately 100.2% compared to $43.9 million for the same period in the prior year, as a larger portion of procurement and fulfillment needed to be run through broader third-party vendor ecosystems and distribution channels as the Group expands into a larger operating footprint.

Total operating expenses also more than doubled in the period, growing 115.7% to $17.5 million from $8.1 million in the prior year period.

Selling and marketing expenses were $2.6 million for the first six months of FY 2026 compared to $1.2 million in the prior year period.

General and administrative expense increased 116.1% from $14.9 million for the first half of FY 2026 compared to $6.9 million in the same period last year. In conjunction with the Ban Leong acquisition, the growth of the operating footprint increased recurring run-rate costs (headcount, warehousing, selling costs, systems, and public-company compliance). Non-recurring, one-time items of approximately $2.5 million, including professional fees, transaction/integration costs, and related corporate activities, contributed to higher operating expenses.

Net loss was $5.6 million for the first half of fiscal 2026, compared to a net loss of $0.8 million in the prior year period.

EBITDA for the first half of FY 2026 was a loss of $2.7 million, compared to a profit of $0.7 million in the comparable prior year period.

Loss per share, basic and diluted, was $0.04 for the first six months of FY 2026, compared to $0.00 per share for the same period last year.

Balance Sheet

As of September 30, 2025, the Company had $19.8 million in cash and restricted cash, compared to $21.4 million as of March 31, 2025.

Financing activity during the period saw an uptick in connection with the Ban Leong acquisition, including the establishment of a $38.7 million secured term facility with a multi-year maturity extending to 2030, featuring scheduled quarterly repayments and a floating rate interest structure.

Guidance

The company revised down its prior guidance for the full year 2026. Revenues are now expected to exceed $210 million and gross profit is expected to exceed $21 million, compared to previous guidance that forecasted revenues to exceed $240 million and gross profit to exceed $30 million.

“While we remain optimistic on the growth trajectory for fiscal 2026, short-term delays in the release of two titles are expected to cause some publishing revenues to shift into the next fiscal year,” said Sebastian Toke. “We remain positive about our outlook for fiscal 2027 as it marks the beginning of games launch within our game IP portfolio and the realization of the benefits of our unified ecosystem.”

Key FY First Half 2026 and Subsequent Developments

● On September 4, 2025, GCL and 4Divinity announced the launch of “Mandragora: Whispers of the Witch Tree” on PlayStation®5 and Nintendo Switch in Asia.

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● On September 5, 2025, GCL announced that it had entered into a global publishing agreement for the upcoming multiplayer game “The Defiant.”

● On September 11, 2025, GCL subsidiary 4Divinity signed a memorandum of understanding to acquire a 60% equity stake in Taiwan’s Alliance-Star International via a strategic share swap.

● On October 8, 2025, GCL unveiled the new game title, “Island of Hearts,” a live-action interactive adventure expected to be available on PC in March 2026.

● On October 16, 2025, GCL announced that it had executed an MOU to acquire Madeviral, a Singapore-based full-service marketing agency specializing in gamer-focused marketing, to accelerate global growth in game marketing and publishing support.

● On December 2, 2025, GCL announced that ADATA Technology, a global leader in memory and storage solutions listed on the Taipei Exchange (TPEX), had invested $3 million in its publishing subsidiary, 4Divinity, for approximately a 1.2% equity interest in 4Divinity.

Conference Call

GCL will host a webcast and conference call to discuss its first half fiscal year 2026 results today at 8:00 a.m. EST. A live webcast and a slide presentation will be available on GCL’s investor relations website in the “Events” section 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:

Dial-in registration link

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. (“GCL”) is a holding company incorporated in the Cayman Islands (GCL together with its subsidiaries, the “GCL Group”). Through its operating subsidiaries, GCL Group unites people through its ecosystem of content and hardware in games and entertainment, enabling creators to deliver engaging 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 as well as multimedia peripherals to bridge cultures and reach a global audience by introducing Asian-developed IP 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, GCL’s ability to scale and grow its business, the advantages and expected growth of GCL, and GCL’s ability to source and retain creative talent and publish games. 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 GCL’s annual report on Form 20-F, filed with the SEC on July 31, 2025, and other documents filed by GCL 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”). GCL believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to GCL’s financial condition and results of operations. GCL’s management uses these non-GAAP measures for trend analysis and for budgeting and planning purposes. GCL believes that the use of these non-GAAP measures provides an additional tool for investors to evaluate projected operating results and trends, as well as compare GCL’s financial measures with those of other similar companies, many of which also present similar non-GAAP financial measures to investors.

Management of GCL does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in GCL’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. You should review GCL’s audited financial statements, which are presented in the most recent annual report on Form 20-F filed with the SEC on July 31, 2025, and not rely on any single financial measure to evaluate GCL’s business.

GCL Investor Relations:

Crocker Coulson

crocker.coulson@aummedia.org

(646) 652-7185

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GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in U.S dollar, except for the number of shares)

		September 30				March 31
		2025				2025
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	16,645,803			$	18,247,380
Restricted cash			3,138,188				3,131,335
Accounts receivable, net			29,734,943				25,761,683
Investment in convertible note			2,508,204				-
Amount due from related parties			254				392,334
Inventories, net			35,338,482				5,936,223
Other receivable and other current assets, net			2,761,483				1,733,022
Prepayments, net			8,161,667				6,239,861
Loan to third party			683,464				382,024
Derivative asset			170,000				269,119
Total current assets			99,142,488				62,092,981
NONCURRENT ASSETS
Property and equipment, net			1,081,934				380,315
Definite-lived intangible assets, net			6,702,334				2,207,852
Indefinite-lived intangible assets			14,941,422				14,324,323
Goodwill			12,810,231				2,990,394
Long-term investments			15,435,274				15,435,274
Prepayments, a related party			5,000,000				3,000,000
Operating leases right-of-use assets			3,717,474				442,376
Finance leases right-of-use assets			271,080				363,008
Deferred tax assets, net			757,591				351,060
Total noncurrent assets			60,717,340				39,494,602
TOTAL ASSETS		$	159,859,828			$	101,587,583
LIABILITIES, AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank Loans, current		$	16,896,727			$	10,500,085
Convertible notes, net of unamortized discounts of $273,050 and $0 as of September 30, 2025 and March 31, 2025			2,129,295				-
Accounts payable			35,632,686				28,389,357
Accounts payable, a related party			3,958,410				4,567,337
Contract liabilities			2,599,140				505,323
Other payables and accrued liabilities			7,881,345				4,702,791
Operating lease liabilities, current			2,036,722				376,751
Contingent consideration for acquisition, current			1,121,726				1,121,006
Finance leases liabilities, current			71,222				84,528
Amount due to related parties			190,459				683,338
Derivative liabilities			1,590,000				-
Tax payables			1,475,002				1,417,173
Total current liabilities			75,582,734				52,347,689
NON-CURRENT LIABILITIES
Operating lease liabilities, non-current			1,718,766				110,368
Finance leases liabilities, non-current			114,173				164,606
Bank loans, non-current			35,101,609				1,421,139
Deferred investment consideration payable			7,500,000				7,500,000
Derivative liabilities, non-current			3,050,932				3,086,519
Deferred tax liabilities			785,078				-
Total non-current liabilities			48,270,558				12,282,632
TOTAL LIABILITIES			123,853,292				64,630,321
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Ordinary share, par value $0.0001; 150,000,000 shares authorized,127,059,246 and 126,276,372 shares issued as of September 30, 2025 and March 31, 2025, respectively, and 122,730,852 and 121,947,978 outstanding as of September 30, 2025 and March 31, 2025, respectively*			12,275				12,196
Additional paid-in capital			20,977,383				18,149,582
Retained earnings			12,415,128				17,513,985
Accumulated other comprehensive (loss) income			(287,541	)			178,312
TOTAL GCL Global Holdings Ltd shareholders’ equity			33,117,245				35,854,075
Non-controlling interests			2,889,291				1,103,187
TOTAL SHAREHOLDERS’ EQUITY			36,006,536				36,957,262
TOTAL LIABILITIES, AND SHAREHOLDERS’ EQUITY		$	159,859,828			$	101,587,583

* Giving retroactive effect to reverse recapitalization effected on February 13, 2025.

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GCL GLOBAL HOLDINGS LTD AND ITS SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S dollar, except for the number of shares)

		For the Six Months Ended September 30,
		2025				2024
REVENUES
Revenues		$	98,722,907			$	50,905,030
Revenues, a related party			214				675
TOTAL REVENUES			98,723,121				50,905,705
COST OF REVENUES
Cost of revenues			(82,564,733	)			(36,579,493	)
Cost of revenues, related parties			(5,319,134	)			(7,308,820	)
TOTAL COST OF REVENUES			(87,883,867	)			(43,888,313	)
GROSS PROFIT			10,839,254				7,017,392
OPERATING EXPENSES
Selling and marketing			(2,600,658	)			(1,219,251	)
General and administrative			(14,864,330	)			(6,878,939	)
Provision for doubtful accounts			-
Total operating expenses			(17,464,988	)			(8,098,190	)
LOSS FROM OPERATIONS			(6,625,734	)			(1,080,798	)
OTHER INCOME (EXPENSE)
Other income, net			1,239,940				356,921
Interest expense, net			(1,519,193	)			(359,624	)
Change in fair value of contingent consideration for acquisition			78,906				270,615
Change in fair value of investment in convertible notes			(82,796	)			-
Change in fair value of derivative asset and derivative liabilities			1,135,647				-
TOTAL OTHER INCOME, NET			852,504				267,912
LOSS BEFORE INCOME TAXES			(5,773,230	)			(812,886	)
INCOME TAXES BENEFIT			221,072				10,444
NET LOSS			(5,552,158	)			(802,442	)
Less: net loss attributable to non-controlling interests			(453,301	)			(290,155	)
NET LOSS ATTRIBUTABLE TO GCL GLOBAL HOLDINGS LTD’S SHAREHOLDERS		$	(5,098,857	)		$	(512,287	)
NET LOSS			(5,552,158	)			(802,442	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments			(489,725	)			(12,492	)
COMPREHENSIVE LOSS			(6,041,883	)			(814,934	)
Less: total comprehensive loss attributable to noncontrolling interests			(477,173	)			(292,178	)
Total comprehensive loss attributable to GCL Global Holdings Ltd’s shareholders		$	(5,564,710	)		$	(522,756	)
LOSS PER SHARE - BASIC AND DILUTED, ORDINARY SHARES		$	(0.04	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING*
Basic and diluted			122,069,309				105,054,995

* Giving retroactive effect to reverse recapitalization effected on February 13, 2025.

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Non-GAAP Financial Measures

		For the six months ended September 30,
		2025				2024
		US$				US$
Net loss			(5,552,158	)			(802,442	)
Interest expense, net			1,519,193				359,624
Provision for income taxes			(221,072	)			(10,444	)
Depreciation and amortization expenses			1,518,185				1,180,513
EBITDA			(2,735,852	)			727,251

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FAQ

How did GCL (GCL) perform in the first half of fiscal 2026?

GCL reported strong top-line growth but weaker profits. Revenue rose to $98.7 million, up 93.9% year over year, while gross margin narrowed to 11.0% and net loss widened to $5.6 million, reflecting higher costs and a lower-margin product mix.

What drove GCL (GCL) revenue growth for the six months ended September 30, 2025?

Revenue growth was mainly driven by the Ban Leong Technologies acquisition and an expanded console game, hardware and accessories lineup. These additions significantly increased sales volume, particularly in lower-margin hardware distribution, alongside continued growth in publishing activities across GCL’s gaming and entertainment ecosystem.

Why did GCL (GCL) cut its full-year 2026 revenue and gross profit guidance?

GCL revised its 2026 outlook due to delays in launching two publishing titles. It now expects revenue to exceed $210 million and gross profit to exceed $21 million, down from prior guidance of revenue above $240 million and gross profit above $30 million.

How did GCL (GCL) profitability change compared with the prior-year period?

Profitability deteriorated despite higher sales. Net loss increased to $5.6 million from $0.8 million, and EBITDA moved to a $2.7 million loss from a $0.7 million profit, as operating expenses rose 115.7% and lower-margin hardware sales weighed on overall gross margin.

What is the financial position of GCL (GCL) as of September 30, 2025?

As of September 30, 2025, GCL held $19.8 million in cash and restricted cash and total assets of $159.9 million. Total liabilities reached $123.9 million, including a $38.7 million secured term loan maturing in 2030 with scheduled quarterly repayments.

How did the Ban Leong Technologies acquisition affect GCL (GCL)?

The Ban Leong acquisition significantly expanded GCL’s hardware and accessories distribution, boosting revenue and broadening its ecosystem. However, Ban Leong’s lower-margin business reduced consolidated gross margin and contributed to higher operating expenses tied to a larger operating footprint and integration activities.