CL Workshop swings to $1.74M loss in first half 2026
Customer A accounted for 85.0% of trade receivables, while the five largest customers represented 96.8% at June 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
CL Workshop Group Limited (NWGL) reported unaudited six-month revenue of $2,962,356 for the period ended June 30, 2026, compared with $8,148,128 a year earlier. Gross profit was $135,310 versus $2,321,206, and net loss was $1,739,077, compared with net profit of $57,138 in 2025.
Operating cash flow was $673,685, compared with $353,268 used in the prior-year period; cash and bank balances were $193,156 at June 30, 2026. Management attributed lower revenue to weaker demand and prices, tariffs and geopolitical conditions. It said liquidity was sufficient for at least the next 12 months, while its plans particularly depend on obtaining financing.
On July 14, 2026, the Company agreed to a private placement of 12,300,000 units at US$0.20 per unit, with gross proceeds expected to be approximately US$2.46 million before offering expenses. All related warrants were later exercised cashlessly, and 27,675,000 ADSs were issued. Under a separate at-the-market agreement, the Company may sell ADSs for up to US$200.0 million but is not obligated to sell; an October 2, 2026 supplement specifies issuance of 136,986,301 ADSs, representing 1,095,890,408 Class A ordinary shares. No ADSs had been sold under the agreement as of the financial statements’ issuance.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointOperating cash flow reached $673,685, versus $353,268 used in the prior-year period.
Negative
- Moderate pointRevenue declined to $2,962,356 from $8,148,128 in 2025.
- Moderate pointNet result shifted to a $1,739,077 loss from $57,138 profit in 2025.
- Minor pointCustomer A represented 85.0% of trade receivables at June 30, 2026.
Filing Explained
The plan’s 9,819,960 shares were issued, diluting existing holders; the separate F-6 registration was not a sale and generated no proceeds.
This Form 6-K furnishes interim results and reports that CL Workshop Group Limited issued 9,819,960 Class A shares (1,227,495 ADSs) to a 2026 plan grantee on
Separately, a
Also, subsidiary Nature Flooring (Europe) agreed on
Key Figures
Key Terms
at-the-market sales agreement financial
cashless basis financial
contract liabilities financial
expected credit losses financial
going concern basis financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were NWGL’s revenue and net result for the six months ended June 30, 2026?
How many ADSs does NWGL’s ATM supplement specify?
What did each NWGL private-placement unit include?
How concentrated were NWGL’s trade receivables?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 October 2026
Commission File Number: 001-41796
(Exact Name of Registrant as Specified in Its Charter)
Avenida da Amizade no. 1287
Chong Fok Centro Comercial, 13 E
Macau S.A.R.
(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 ☐ |
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
June 30, 2026 Financial Results
Attached as exhibits to this report on Form 6-K are (i) Management’s Discussion and Analysis of Financial Conditions and Results of Operations for CL Workshop Group Limited (the “Company”) for the six-month periods ended June 30, 2026 and 2025 which is attached as Exhibit 99.1; and (ii) the Company’s Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2026 and for the six-month periods ended June 30, 2026 and 2025, which are attached as Exhibit 99.2.
The information contained in this Report on Form 6-K, including Exhibit 99.1 and Exhibit 99.2 hereto, is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-297543) and S-8 (Registration No. 333-299186).
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the six-month periods ended June 30, 2026 and 2025. | |
| 99.2 | Unaudited Condensed Consolidated Interim Financial Statements as of June 30, 2026 and for the six-month periods ended June 30, 2026 and 2025. |
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.
| CL Workshop Group Limited | ||
| Date: October 6, 2026 | By: | /s/ Liying Wang |
| Name: | Liying Wang | |
| Title: | Director and Chief Executive Officer | |
Exhibit 99.1
CL Workshop Group Limited
Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the Six-Month Periods Ended June 30, 2026 and 2025
You should read the following discussion and analysis of the Group’s financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this filing. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. The Group’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.
Operating Results
Business Overview
We are a holding company incorporated as an exempted company under the laws of the BVI. As a holding company with no material operations of our own, we conduct our substantial operations mainly in Peru, France, Hong Kong and Macau, through our Operating Subsidiaries.
We are a forestry company and trade a range of products, including logs, decking and flooring. We are committed to provide high-quality products to our customers consistently. Our goal is to become a leading player in the wood industry and provide sustainable and high-quality wood products at an affordable price to our customers.
Our products and services provide significant value for consumers, through our “NATU” brand. We also seek to maximize consumers’ access to our products and services through competitive pricing and regular evaluations of our pricing arrangements and contracts with our distributors.
Our customers include importers and processors located in China, France, the United States and South Asia.
Macroeconomic Environment
Russia-Ukraine Conflict
Due to the Russian-Ukrainian war, the conflicts in the Middle East and the weakening global economic growth momentum, there has been a decline in consumer demand for wood. In light of the changing market conditions, we have downsized the operations in Peru and underwent a cost control and reduction exercise to make its operations competitively efficient and cost effective whilst seeking new profitable growth opportunities.
US-Iran War
The escalation of armed conflict between the United States and Iran has further exacerbated geopolitical instability in global markets. The resulting disruptions to international shipping routes, increased energy prices, and heightened uncertainty have adversely affected supply chains and input costs across various industries. These factors have contributed to a more cautious investment climate and reduced consumer confidence, particularly in regions dependent on stable energy supplies. In response, we have implemented additional risk mitigation measures, including adjusting our procurement strategies to manage potential cost escalations and ensure business continuity.
US Tariffs
In addition, the imposition of new tariffs by the United States government on a range of imported goods has significantly impacted global trade flows and increased the cost of sourcing materials for our operations. These tariffs have resulted in higher raw material costs and have placed additional pressure on profit margins, especially for products exported to or imported from the United States. To address these challenges, we have undertaken a comprehensive review of our supply chain and are actively seeking alternative sourcing arrangements, renegotiating supplier contracts, and optimizing our product mix to mitigate the adverse financial effects of these tariff measures.
Key Factors that Affect Operating Results
We believe the following key factors may affect our financial condition and results of operations:
| ● | our ability to achieve product certification approvals for all our products in the jurisdictions we planned to expand into; | |
| ● | our ability to commercialize our logs, flooring, decking and other products; | |
| ● | our ability to launch successful marketing and sales activities to sell our products; |
| ● | our ability to enter into production agreements with our existing and potential suppliers for our flooring and decking products at competitive prices; | |
| ● | our ability to raise additional funds for accelerating business growth; | |
| ● | our ability to enhance our operational efficiency; and | |
| ● | force majeure factors, such as disasters and warfare. |
Results of Operations
For the Six Months Ended June 30, 2026 and 2025
The following provides a summary of our consolidated results of operations the for the six months ended June 30, 2026 and 2025, respectively:
For the period ended June 30, 2026 | For the period ended June 30, 2025 | |||||||
| $(‘000) | $(‘000) | |||||||
| Revenue | 2,962 | 8,148 | ||||||
| Cost of revenue | (2,827 | ) | (5,827 | ) | ||||
| Gross profit | 135 | 2,321 | ||||||
| Net foreign exchange (losses) gains | 94 | (50 | ) | |||||
| Other income, net | 47 | 20 | ||||||
| Impairment loss recognized on financial asset | (475 | ) | (306 | ) | ||||
| Selling and distribution expenses | (227 | ) | (1,040 | ) | ||||
| Administrative expenses | (1,163 | ) | (1,172 | ) | ||||
| Finance income | - | 3 | ||||||
| Finance costs | (149 | ) | (276 | ) | ||||
| Loss before income tax | $ | (1,738 | ) | $ | (500 | ) | ||
| Income tax (expenses) credits | (1 | ) | (3 | ) | ||||
| Loss from continuing operation | $ | (1,739 | ) | $ | (503 | ) | ||
| Net profit (loss) from discontinued operations | - | 560 | ||||||
| Net loss for the period | (1,739 | ) | 57 | |||||
For the period ended June 30, 2026 | For the period ended June 30, 2025 | |||||||
| $(‘000) | $(‘000) | |||||||
| Revenues | 2,962 | 8,148 | ||||||
| Cost of revenues | (2,827 | ) | (5,827 | ) | ||||
| Gross Profit | 135 | 2,321 | ||||||
| Operating Expenses | ||||||||
| Selling and distribution expenses | $ | (227 | ) | $ | (1,040 | ) | ||
| Administrative expenses | (1,163 | ) | (1,172 | ) | ||||
| Other non-operating expenses, net | (483 | ) | (609 | ) | ||||
| Loss before income tax | $ | (1,738 | ) | $ | (500 | ) | ||
| Income tax credits (expenses) | (1 | ) | (3 | ) | ||||
| Loss from continuing operation | $ | (1,739 | ) | $ | (503 | ) | ||
| Net profit (loss) from discontinued operations | - | 560 | ||||||
| Net loss for the period | (1,739 | ) | 57 | |||||
Revenues
We generate our revenues from sales of logs, decking, flooring and sawn timbers.
Set forth below are the revenues generated from our business and the percentage of total revenues for the period indicated:
For the period ended June 30, 2026 | For the period ended June 30, 2025 | |||||||||||||||
| $(‘000) | $(‘000) | |||||||||||||||
| Logs | 2,254 | 76.1 | % | 4,330 | 53.1 | % | ||||||||||
| Flooring | 405 | 13.7 | % | 3,154 | 38.7 | % | ||||||||||
| Decking | 214 | 7.2 | % | 664 | 8.1 | % | ||||||||||
| Sawn timber | 89 | 3.0 | % | - | - | % | ||||||||||
| Total | $ | 2,962 | 100.0 | % | $ | 8,148 | 100.0 | % | ||||||||
The following table sets forth disaggregation of revenue by customer location:
| 2026 | 2025 | |||||||
| USD | USD | |||||||
| $(‘000) | $(‘000) | |||||||
| Geographical locations: | ||||||||
| China | 2,180 | 3,471 | ||||||
| Europe | 298 | 1,171 | ||||||
| North America | 85 | 23 | ||||||
| Asia | 372 | 3,483 | ||||||
| Africa | 27 | - | ||||||
| Total | 2,962 | 8,148 | ||||||
| Timing of revenue recognition: | ||||||||
| At a point in time | 2,962 | 8,148 | ||||||
Revenues were approximately $3.0 million and $8.1 million for the period ended June 30, 2026 and 2025, respectively. The decrease in revenues was due to a drop in both market demand and market prices of our products following the global economic downturn that has continuously impacted the home building and home renovation sectors. The outbreak of Chinese property sector crisis, Russia-Ukraine Wand, Iran-Israel War and US-China tariffs have further worsened the revenue.
Cost of revenues
The cost of revenue for the period ended June 30, 2026 and 2025 was approximately $2.8 million and $5.8 million, respectively. The decrease in cost of revenues was primarily due to the drop in the sales.
Gross profit
Set forth below table are the gross profit and gross profit margin generated from our business for the period indicated:
| For the period ended June 30, 2026 | For the period ended June 30, 2025 | |||||||||||||||
| Gross profit | Gross profit margin | Gross profit | Gross profit margin | |||||||||||||
| $ (‘000) | $ (‘000) | |||||||||||||||
| Logs | 98 | 4.3 | % | 927 | 21.4 | % | ||||||||||
| Flooring | (8 | ) | (1.9 | )% | 1,298 | 41.2 | % | |||||||||
| Decking | 30 | 14.2 | % | 96 | 14.4 | % | ||||||||||
| Sawn timber | 15 | 16.4 | % | - | - | % | ||||||||||
| Total | $ | 135 | 4.6 | % | $ | 2,321 | 28.5 | % | ||||||||
Gross profit for the period ended June 30, 2026 and 2025 was $0.1 million and $2.3 million, respectively. The decrease in gross profit was due to a drop in both market demand of our products following the global economic downturn, and the Israel-Palestine conflict and tariff.
Operating Expenses
Operating expenses for the period ended June 30, 2026 and 2025 were approximately $1.4 million and $2.2 million, respectively. The decrease in operating expenses was primarily attributable to the decrease in sales-related expenses, which aligned with the drop in revenue. The Company will continue to review its workforce and may implement further staff reductions in response to business conditions. Management remains focused on increasing cost efficiency and aligning operating expenses with revenue trends.
Finance Costs
The finance cost amounted to approximately $0.1 million and $0.3 million for the period ended June 30, 2026 and 2025, respectively. The decrease in interest expense was primarily due to reduced overall bank borrowing.
Total loss for the periods
For the period ended June 30, 2026 and 2025, our total loss was approximately $1.7 million and $0.5 million, respectively. The increase in loss was primarily due to decrease in gross profit resulting from drop in revenue.
Commitments and Contingencies
Capital Expenditures
We have no contractual obligations for ongoing capital expenditures at the end of the reporting period.
Lease liabilities
The Group entered into short-term and long-term lease agreements for offices. The Group’s lease obligations under the operating leases are as follows:
As of June 30, 2026 | As of December 31, 2025 | |||||||
| $(‘000) | $(‘000) | |||||||
| Within one year | 33 | 40 | ||||||
| More than one year | 40 | 54 | ||||||
| Total lease liabilities | 73 | 94 | ||||||
Contingencies
The Group is currently not a defendant in any material legal proceedings, investigation, or claims.
Cash Flows
The following table reflects the major categories of cash flows (in thousands). For additional details, please see the Consolidated Statement of Cash Flows.
| For the period ended June 30, 2026 | For the period ended June 30, 2025 | |||||||
| $(‘000) | $(‘000) | |||||||
| Cash generated from (used in) operating activities | 674 | (353 | ) | |||||
| Cash generated from (used in) investing activities | 694 | (90 | ) | |||||
| Cash used in financing activities | (1,877 | ) | (2,941 | ) | ||||
| Effect of exchange rate changes | (265 | ) | 758 | |||||
| Change in cash during the period | (509 | ) | (3,384 | ) | ||||
| Cash, beginning of the period | 967 | 2,963 | ||||||
| Cash, end of the period | $ | 193 | $ | 337 | ||||
Cash generated from (used in) operating activities
Net cash generated from operating activities was approximately $0.7 million for the period ended June 30, 2026 and net cash used in operating activities was approximately $0.4 million for the period ended June 30, 2025, respectively. The increase in cash generated from operations was mainly due to cash generate from the change in working capital.
Cash generated from (used in) investing activities
Net cash generated from investing activities was approximately $0.7 million for the period ended June 30, 2026 and net cash used was approximately $0.1 million for the period ended June 30, 2025, respectively. The cash generated from investing activities was primarily contributed by the proceed from disposal of property, plant and equipment for the period ended June 30, 2026 and the net cash used was for acquisition of property, plant and equipment and acquisition of intangible assets for the period ended June 30, 2025, respectively.
Cash used in financing activities
Net cash used in financing activities was $1.9 million and $2.9 million for the period ended June 30, 2026 and 2025, respectively. The cash used in financing activities was primarily attributable to interest paid and repayment of borrowings for both periods.
Liquidity and Capital Resources
Liquidity to fund working capital is a significant priority for the Group’s business. Our views concerning liquidity are based on currently available information and if circumstances change significantly, the future availability of trade credit or other sources of financing may be reduced, and our liquidity would be adversely affected accordingly.
To date, the Group has financed its operations primarily through internally-generated cash flows, proceed from IPO and financing.
The Company is confident that it will be able to raise additional funds as required to meet its obligations as and when they fall due and are of the opinion that the use of the going concern basis remains appropriate. The Company will improve liquidity through cost control measures, revenue growth initiatives, obtaining financing controlling shareholders or investors, and enhancing operational efficiency through cost reduction and process standardization. The Group’s ability to continue as a going concern is dependent upon the successful execution of these plans, particularly obtaining the necessary financing.
The Company reviews the capital structure on an ongoing basis. As a part of this review, the directors consider the cost of capital and the risks associated with each class of capital. The Company will balance its overall capital structure through new share issues and the issue of new debt or the repayment of existing debt.
Based on the information currently available, we believe that our cash and cash equivalents as of June 30, 2026 and available funds from our credit facility, as described below, together with cash flows generated by operations and financing, are sufficient to fund our working capital and capital expenditure requirements for at least the next twelve months.
Research and Development, Patent and Licenses, etc.
Not applicable. The Company has not undertaken any Research and Development activities in the past three years.
Trend Information
Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments or events for the period ended June 30, 2026 that are reasonably likely to have a material effect on our total net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with International Financial Reporting Standards (or “IFRSs”) as issued by the International Accounting Standards Board (the “IASB”). The preparation of consolidated financial statements in conformity with IFRS requires the Company to make certain estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and related notes. Our material accounting policies are set forth in notes to our audited consolidated financial statements included in our previously filed 20-F.
Statement Regarding Unaudited Financial Information
The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.
Exhibit 99.2
CL WORKSHOP GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
| Note | June 30, 2026 | December 31, 2025 | ||||||||
| (Unaudited) | (Audited) | |||||||||
| USD | USD | |||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment, net | 4 | |||||||||
| Right-of-use assets, net | 5 | |||||||||
| Total non-current assets | ||||||||||
| Current assets | ||||||||||
| Inventories | 6 | |||||||||
| Prepayments | 7 | |||||||||
| Trade and other receivables, net | 8 | |||||||||
| Prepaid income tax | ||||||||||
| Restricted bank deposits | 9 | |||||||||
| Cash and bank balances | 9 | |||||||||
| Asset classified as held for sale | - | |||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 10 | |||||||||
| Contract liabilities | 11 | |||||||||
| Bank borrowings | 12 | |||||||||
| Other borrowings | 12 | |||||||||
| Amounts due to an ultimate beneficial shareholder | 13 | |||||||||
| Lease liabilities | 14 | |||||||||
| Income tax payable | ||||||||||
| Total current liabilities | ||||||||||
| Net current assets | ||||||||||
| Non-current liabilities | ||||||||||
| Other borrowings | 12 | - | ||||||||
| Lease liabilities | 14 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Capital and reserves | ||||||||||
| Share capital | 15 | |||||||||
| Capital reserves | ||||||||||
| Accumulated comprehensive losses | ( | ) | ( | ) | ||||||
| Equity attributable to owners of the Company | ||||||||||
| Non-controlling interest | ( | ) | - | |||||||
| Total equity | ||||||||||
| Total liabilities and equity | ||||||||||
CL WORKSHOP GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Note | 2026 | 2025 | ||||||||
| For the six months ended June 30 | ||||||||||
| Note | 2026 | 2025 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||
| USD | USD | |||||||||
| Revenue | 3 | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||
| Net foreign exchange gain (losses) | ( | ) | ||||||||
| Other income, net | 16 | |||||||||
| Impairment loss recognized on financial asset | ( | ) | ( | ) | ||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||||
| Administrative expenses | ( | ) | ( | ) | ||||||
| Finance income | ||||||||||
| Finance costs | 17 | ( | ) | ( | ) | |||||
| Loss before income tax | 18 | ( | ) | ( | ) | |||||
| Income tax expense | 19 | ( | ) | ( | ) | |||||
| Net loss from continued operations | ( | ) | ( | ) | ||||||
| Net loss attributable to non-controlling interests | - | - | ||||||||
| Net loss attributable to owners of the company arising from continued operations | ( | ) | ( | ) | ||||||
| Profit attributable to owners of the company arising from discontinued operations: | ||||||||||
| Net loss from discontinued operations | - | ( | ) | |||||||
| Net gain on sale of discontinued operations, net of applicable income tax | - | |||||||||
| Net profit attributable to owners of the company arising from discontinued operations | - | |||||||||
| Net (loss) profit attributable to owners of the company | ( | ) | ||||||||
| Other comprehensive income: | ||||||||||
| Exchange difference arising from translation of foreign operations | ( | ) | ||||||||
| Release of exchange reserve upon disposal of a subsidiary group | - | ( | ) | |||||||
| Other comprehensive (loss) income | ( | ) | ||||||||
| Total comprehensive (loss) income for the period | ( | ) | ||||||||
| Total comprehensive income attributable to non-controlling interests | - | - | ||||||||
| Total comprehensive (loss) income attributable to owners of the company | ( | ) | ||||||||
| (LOSS) EARNINGS PER SHARE – BASIC AND DILUTED (1) | ( | ) | - | |||||||
| (LOSS) EARNINGS PER ADS – BASIC AND DILUTED (1) | ( | ) | ||||||||
| Weighted average number of ordinary shares used in computing basic and diluted loss per share/ADS (1) | ||||||||||
Notes:
| (1) |
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| 2026 | 2025 | |||||||
| For the six months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) USD | (Unaudited) USD | |||||||
| Operating activities | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Adjustments for: | ||||||||
| Provision for allowance for expected credit losses on financial assets | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Depreciation of right-of-use asset | ||||||||
| Gain on disposal of property, plant and equipment | ( | ) | ( | ) | ||||
| Interest expenses | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Operating cash flows before movements in working capital | ( | ) | ||||||
| Decrease (increase) in inventories | ( | ) | ||||||
| Decrease (increase) in prepayments, trade and other receivables | ( | ) | ||||||
| Decrease in trade and other payables | ( | ) | ( | ) | ||||
| Decrease in contract liabilities | ( | ) | ( | ) | ||||
| Cash (used in) generated from operations | ( | ) | ||||||
| Income tax (paid) refunded | ( | ) | ||||||
| Net cash generated from (used in) continuing operation | ( | ) | ||||||
| Net cash generated from discontinued operation | - | |||||||
| Net cash generated from (used in) operating activities | ( | ) | ||||||
| Investing activities | ||||||||
| Interest received | ||||||||
| Purchases of property, plant, and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of property, plant and equipment | ||||||||
| Decrease in restricted bank deposits | - | |||||||
| Net cash generated from continuing operation | ||||||||
| Net cash used in discontinued operation | - | ( | ) | |||||
| Net cash generated from (used in) investing activities | ( | ) | ||||||
| Financing activities | ||||||||
| Advances from an ultimate beneficial shareholder | ||||||||
| Proceeds from bank borrowings | ||||||||
| Repayments of bank borrowings | ( | ) | ( | ) | ||||
| Proceeds from other borrowings | ||||||||
| Repayments of other borrowings | - | ( | ) | |||||
| Repayments of lease liabilities | ( | ) | ( | ) | ||||
| Interest paid | ( | ) | ( | ) | ||||
| Net cash used in continuing operation | ( | ) | ( | ) | ||||
| Net cash used in discontinued operation | - | ( | ) | |||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and bank balances at beginning of period | ||||||||
| Effect of foreign exchange rate changes | ( | ) | ||||||
| Cash and bank balances at end of period | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Note | Share capital | Share premium | Statutory Surplus reserve | Other reserve | Total capital reserve | Accumulated other comprehensive losses | Accumulated (losses) profits | Total accumulated comprehensive losses | Sub-total | Non-controlling interest | Total | |||||||||||||||||||||||||||||||||||
| Capital reserves | Accumulated comprehensive losses | |||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Share premium | Statutory Surplus reserve | Other reserve | Total capital reserve | Accumulated other comprehensive losses | Accumulated (losses) profits | Total accumulated comprehensive losses | Sub-total | Non-controlling interest | Total | |||||||||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation of foreign operations | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Profit for the period | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation of foreign operations | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Transaction with non-controlling interest | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Profit (Loss) for the year | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1 | REPORTING ENTITY |
Organization and reorganization
CL Workshop Group Limited (the “Company” or the “Group”) was incorporated in the British Virgin Islands on September 22, 2011. The registered office of the Company is 4th Floor, Water’s Edge Building, Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands. The principal place of business of the Company is Avenida da Amizade n.o1287, Chong Fok Centro Comercial, 13 E Macau S.A.R. These condensed consolidated interim financial statements (the ‘interim financial statements’) as at and for the six months ended June 30, 2026 comprise the Company and its subsidiaries (together referred to as the “Group”)
Principal activities
The Company is an investment holding company. The principal activities of the Company are conducted through its subsidiaries which are in the business of trading of wood products and logs. The Company is headquartered in Macau and conducts its primary operations through its significant direct and indirectly held subsidiaries that are incorporated and domiciled in Peru, France, Macau and Hong Kong.
| 2 | SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION |
USE OF JUDGEMENT AND ESTIMATE - In preparing these interim financial statements, management has made judgements and estimates about the future that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.
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 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 realizable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; | |
| ● | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and | |
| ● | Level 3 inputs are unobservable inputs for the asset or liability. |
ADOPTION OF NEW AND REVISED STANDARDS – The Group has applied the following amendments to IFRSs issued by the IASB to these consolidated financial statements for the current accounting period:
| ● | Amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments | |
|
● | Annual Improvements to IFRS Accounting Standards – Volume 11, Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement of Cash Flows |
| ● | Amendments to IFRS 9 and IFRS 7, Contracts Referencing Nature-dependent Electricity |
At the date of authorization of these consolidated financial statements, the management determined that the adoption of the above amendments to IFRS have not had any material impact on the consolidated financial statements of the Group in the period of their initial adoption.
NEW AND REVISED IFRS STANDARDS IN ISSUE BUT NOT YET EFFECTIVE – At the date of authorization of these consolidated financial statements, the Group has not adopted the following new and revised IFRSs and amendments to IFRS that have been issued but are not yet effective to them.
| ● | Amendments to IFRS 18, Presentation and Disclosures in Financial Statements | |
| ● | Amendments to IFRS 19, Subsidiaries without Public Accountability: Disclosures |
The Company do not expect that the adoption of the standards listed above will have a material impact on the consolidated financial statements of the group in future periods.
The preparation of these consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the consolidated financial statements.
| 3 | REVENUE AND SEGMENT INFORMATION |
The Group is currently organized into one operating divisions – Direct Purchase and Original Design Manufacturer (“ODM”) Services. This segment is the basis on which the Group reports its primary segment information to the chief operating decision maker. The business nature of this segment was disclosed as follows:
Direct Purchase and ODM Segment – being the business of sourcing of live wood and owning designed design on wood products for sales to end customers.
Segment information of these businesses is presented below:
| (a) | Reconciliation of the reportable segment revenue, profit or loss |
SCHEDULE OF REVENUE AND SEGMENT INFORMATION
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| For the period ended June 30, 2026 | ||||||||||||
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| USD | USD | USD | ||||||||||
| Logs | - | |||||||||||
| Flooring | - | |||||||||||
| Decking | - | |||||||||||
| Sawn timber | - | |||||||||||
| Revenue from external customers and segment revenue | - | |||||||||||
| Interest income | - | |||||||||||
| Interest expenses | ||||||||||||
| Depreciation/amortization | - | |||||||||||
| Reportable segment results | ( | ) | ( | ) | ( | ) | ||||||
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| For the period ended June 30, 2025 | ||||||||||||
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| USD | USD | USD | ||||||||||
| Logs | - | |||||||||||
| Flooring | - | |||||||||||
| Decking | - | |||||||||||
| Revenue from external customers and segment revenue | - | |||||||||||
| Interest income | ||||||||||||
| Interest expenses | ||||||||||||
| Depreciation/amortization | - | |||||||||||
| Reportable segment results | ( | ) | ( | ) | ( | ) | ||||||
| (b) | Reconciliation of the reportable segment assets and liabilities |
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| As at June 30, 2026 | ||||||||||||
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| USD | USD | USD | ||||||||||
| Reportable segment assets | ||||||||||||
| Reportable segment liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| As at December 31, 2025 | ||||||||||||
| Direct Purchase and ODM | Unallocated | Total reportable segment | ||||||||||
| USD | USD | USD | ||||||||||
| Reportable segment assets | ||||||||||||
| Reportable segment liabilities | ( | ) | ( | ) | ( | ) | ||||||
| (c) | Disaggregation of revenue from contracts with customers |
In the following table, revenue is disaggregated by the geographical locations of customers and by the timing of revenue recognition.
SCHEDULE OF REVENUES BY GEOGRAPHICAL LOCATIONS
| 2026 | 2025 | |||||||
| For the period ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| USD | USD | |||||||
| Geographical locations: | ||||||||
| China | ||||||||
| Europe | ||||||||
| North America | ||||||||
| Asia | ||||||||
| Africa | - | |||||||
| Total | ||||||||
| Timing of revenue recognition: | ||||||||
| At a point in time | ||||||||
Information about major customers is disclosed in note 22 (d).
| 4 | PROPERTY, PLANT AND EQUIPMENT, NET |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
| Leasehold Improvements | Machineries | Motor vehicles | Office equipment | Total | ||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||
| Cost: | ||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||
| Additions | - | - | - | |||||||||||||||||
| Transfer | - | - | - | - | - | |||||||||||||||
| Disposals | - | - | ( | ) | - | ( | ) | |||||||||||||
| Disposal of subsidiaries | - | - | ( | ) | - | ( | ) | |||||||||||||
| Exchange difference | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At June 30, 2026 | ||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||
| At December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Charge for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Eliminated upon disposals | - | - | - | |||||||||||||||||
| Exchange difference | ( | ) | ( | ) | ||||||||||||||||
| At June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Accumulated impairment: | ||||||||||||||||||||
| At December 31, 2025 | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||
| Beginning balance | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||
| Eliminated upon disposals | - | - | - | |||||||||||||||||
| At June 30, 2026 | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||
| Ending balance | - | ( | ) | ( | ) | - | ( | ) | ||||||||||||
| Net book value: | ||||||||||||||||||||
| At December 31, 2025 | - | |||||||||||||||||||
| At June 30, 2026 | - | |||||||||||||||||||
| Ending balance | - | |||||||||||||||||||
| 5 | RIGHT-OF-USE-ASSETS, NET |
SCHEDULE OF RIGHT OF USE ASSETS
Leased Properties | ||||
| USD | ||||
| At January 1, 2026 | ||||
| Depreciation charge for the period | ( | ) | ||
| Exchange difference | ||||
| At June 30, 2026 | ||||
For
this period,
All leases are operating leases.
| 6 | INVENTORIES |
SCHEDULE OF INVENTORIES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Finished goods | ||||||||
| Spare parts for production | ||||||||
| Total | ||||||||
| 7 | PREPAYMENTS |
SUMMARY OF CURRENT AND NON-CURRENT PREPAYMENTS
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Advance payments made for: | ||||||||
| Purchase of flooring and decking products (Note 1) | ||||||||
| Purchase of logs (Note 2) | ||||||||
| Prepayment for financing activities | - | |||||||
| Others (Note 3) | ||||||||
| Total | ||||||||
| Less: Amounts to be utilized within 12 months shown under current assets | ( | ) | ( | ) | ||||
| Amounts to be utilized after 12 months shown under non-current assets | - | - | ||||||
Notes:
| 1. | ||
| 2. | ||
| 3. |
| 8 | TRADE AND OTHER RECEIVABLES, NET |
SCHEDULE OF TRADE AND OTHER RECEIVABLES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Trade receivables – contracts with customers | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Trade receivables, net | ||||||||
| Other receivables | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Other receivables, net | ||||||||
| Total | ||||||||
| Movement in the above allowance for credit losses of trade receivables: | ||||||||
| Beginning balance as at December 31, 2025 | ||||||||
| Charged (Credited) for the period | ||||||||
| Ending balance as at June 30, 2026 | ||||||||
| Movement in the above allowance for credit losses of other receivables: | ||||||||
| Beginning balance as at December 31, 2025 | ||||||||
| Charged (Credited) for the period | - | |||||||
| Ending balance as at June 30, 2026 | ||||||||
The normal credit period for customers is ranging from 30 to 90 days. No interest is charged on the outstanding balances.
SCHEDULE OF CREDIT PERIOD FOR CUSTOMERS
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Not past due | ||||||||
| Past due | ||||||||
| Gross trade receivables | ||||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| Net trade receivables | ||||||||
The following is an aged analysis of trade receivables, net of allowance for credit losses, presented based on past due date:
SCHEDULE OF AGED ANALYSIS OF TRADE RECEIVABLES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| < 30 days | ||||||||
| 31 days to 60 days | ||||||||
| 61 days to 90 days | - | |||||||
| 91 days to 180 days | ||||||||
| 181 days to 365 days | ||||||||
| More than 1 year | - | - | ||||||
| Total | ||||||||
As
at June 30, 2026, included in the Group’s trade receivables balance are debtors with aggregate carrying amount of USD
Details of impairment assessment of trade and other receivables are set out in note 22.
| 9 | RESTRICTED BANK DEPOSITS AND CASH AND BANK BALANCES |
SCHEDULE OF RESTRICTED BANK DEPOSITS CASH AND BANK BALANCES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Restricted bank deposits | ||||||||
| Cash and bank balances | ||||||||
| Total | ||||||||
Restricted bank deposits are pledged to banks as security deposits for the auction of logs.
Details of impairment assessment of restricted bank deposits, and cash and bank balances are set out in note 22.
| 10 | TRADE AND OTHER PAYABLES |
SCHEDULE OF TRADE AND OTHER PAYABLES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Trade payables | ||||||||
| Other payables | ||||||||
| Accruals | ||||||||
| Total | ||||||||
Other payables and accruals consist mainly of staff salaries, audit fees and other costs of non-trade nature.
| 11 | CONTRACT LIABILITIES |
SCHEDULE OF CONTRACT LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Contract liabilities | ||||||||
Contract
liabilities represent the Group’s obligation to transfer of product to customers for which the Group has received advance payments
from customers. Contract liabilities amounted to USD
Contract liabilities relate to advances collected from customers but goods have yet to be delivered. These will be recognized as revenue once control of the goods has been transferred to customers. Management expects that all the unsatisfied performance obligation as at the end of the reporting period may be recognized as revenue within the next twelve months from balance sheet date. The decrease in contract liabilities reflects revenue recognition during the period and lower advance deposits received.
| 12 | BANK BORROWINGS AND OTHER BORROWINGS |
SCHEDULE OF BANK AND OTHER BORROWINGS
| June 30, 2026 | December 31, 2025 | |||||||||
| USD | USD | |||||||||
| (a) | Bank borrowings (Note (i)) | |||||||||
| Bank overdrafts - variable rate | $ | $ | ||||||||
| Bank borrowings - fixed rate | ||||||||||
| Bank borrowings - variable rate | - | |||||||||
| Secured bank borrowings (Note (ii)) | ||||||||||
| Unsecured bank borrowings | - | - | ||||||||
| Total | ||||||||||
| The carrying amounts of the above borrowings are repayable: | ||||||||||
| Within one year | ||||||||||
| Total | ||||||||||
| Less: Amounts due within one year shown under current liabilities: | ( | ) | ( | ) | ||||||
| Amounts shown under non-current liabilities: | - | - | ||||||||
| (b) | Other borrowings (Note (iii)) | |||||||||
| Unsecured other borrowings - fixed rate | ||||||||||
| Total | ||||||||||
Note:
| (i) | ||
| (ii) | ||
| (iii) |
| 13 | AMOUNTS DUE TO AN ULTIMATE BENEFICIAL SHAREHOLDER |
SCHEDULE OF AMOUNTS DUE TO AN ULTIMATE BENEFICIAL SHAREHOLDER
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Due within one year | ||||||||
| Due after one year | - | - | ||||||
| Total | ||||||||
As at June 30, 2026, all amounts are unsecured, interest free and repayable on demand.
| 14 | LEASE LIABILITIES |
SCHEDULE OF LEASE LIABILITIES
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Within one year | ||||||||
| Within a period of more than one year but not more than two years | ||||||||
| Within a period of more than two years but not more than five years | ||||||||
| Lease liabilities gross | ||||||||
| Less: Amount due for settlement with 12 months shown under current liabilities | ( | ) | ( | ) | ||||
| Amount due for settlement after 12 months shown under non-current liabilities | ||||||||
The
weighted average incremental borrowing rates applied to lease liabilities range from
Lease obligations that are denominated in currencies other than the functional currencies of the relevant group entities are set out below:
SCHEDULE OF LEASE OBLIGATIONS
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| EUR | ||||||||
| CNY | ||||||||
| Lease Obligations | ||||||||
| 15 | SHARE CAPITAL |
SCHEDULE OF SHARE CAPITAL
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Paid up capital: | ||||||||
| At the end of reporting period | ||||||||
| Paid up capital | ||||||||
As
of June 30, 2026, the Company is authorized to issue a maximum of
Details of share option scheme issued by the Group is described in note 20.
| 16 | OTHER INCOME (EXPENSE), NET |
SCHEDULE OF OTHER INCOME, NET
| 2026 | 2025 | |||||||
| For the period ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| USD | USD | |||||||
| Gain on disposal of property, plant and equipment | ||||||||
| Others | ( | ) | ||||||
| Total | ||||||||
| 17 | FINANCE COSTS |
SCHEDULE OF FINANCE COSTS
| 2026 | 2025 | |||||||
| For the period ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| USD | USD | |||||||
| Interest expenses on bank borrowings | ||||||||
| Interest expenses on other borrowings | ||||||||
| Interest expenses on shareholder loans | - | |||||||
| Interest expenses on lease liabilities | ||||||||
| Bank charges | ||||||||
| Total | ||||||||
| 18 | LOSS BEFORE INCOME TAX |
Loss before income tax is arrived at after charging:
SCHEDULE OF (LOSS) PROFIT BEFORE INCOME TAX
| 2026 | 2025 | |||||||
| For the period ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| USD | USD | |||||||
| Cost of revenue | ||||||||
| Depreciation expenses of: | ||||||||
| - Property, plant and equipment | ||||||||
| - Right-of-use assets | ||||||||
| Provision for allowance for expected credit losses on trade receivables | ||||||||
| Employee benefits expenses (including directors’ remuneration): | ||||||||
| - Salaries and allowances | ||||||||
| - Pension scheme contribution | ||||||||
| 19 | INCOME TAX (CREDITS) EXPENSES |
British Virgin Islands
The Company and our subsidiaries incorporated in British Virgin Islands currently enjoy permanent income tax holidays; accordingly, the Company and our subsidiaries incorporated in the British Virgin Islands do not accrue for income taxes.
Peru
Our
subsidiaries incorporated in Peru are considered as Peru tax residents under Peru tax laws; accordingly, they are subject to corporate
income tax on their taxable income under Peru tax laws at statutory tax rates ranging from
France
Our
subsidiary incorporated in France is considered as France tax resident under France tax laws; accordingly, it is subject to corporate
income tax on their taxable income under France tax laws at a statutory tax rate of
China
Our
subsidiary incorporated in China is considered as China tax resident under China tax laws; accordingly, it is subject to corporate income
tax on their taxable income under China tax laws at a statutory tax rate of
Macau
Our
subsidiary incorporated in Macau is considered as Macau tax resident under Macau tax laws; accordingly, it is subject to corporate income
tax on their taxable income under Macau tax laws at a statutory tax rate of
Hong Kong
Our
subsidiary incorporated in Hong Kong is subject to corporate income tax on their taxable income under Hong Kong tax laws at a statutory
tax rate of
The income tax provision consists of the following components:
SCHEDULE OF INCOME TAX PROVISION
| 2026 | 2025 | |||||||
| For the period ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| USD | USD | |||||||
| Current tax | - | |||||||
| Under provision of tax in prior years | ||||||||
| Total | ||||||||
| 20 | SHARE-BASED PAYMENTS TRANSACTIONS |
Equity-settled share option scheme of the Company
The Company’s share option scheme (the “Scheme”) was adopted pursuant to an ordinary resolution of the shareholders passed on September 1, 2019 for the primary purpose of providing incentives to directors and eligible employees and will expire on the date of the listing of shares of the Company. Under the Scheme, the directors of the Company may grant options to eligible employees, including directors of the Company and its subsidiaries, to subscribe for shares in the Company.
At
June 30, 2026, the number of shares in respect of which options had been granted and remained outstanding under the Scheme was
Options
granted must be taken up within 1 month of the date of grant, upon payment of HK$
a) Details of specific categories of options are as follows:
SCHEDULE OF SPECIFIC CATEGORIES OF OPTIONS
| Date of grant | Vesting period | Exercise period | Exercise Price | Exercise dates | ||||
| Vested upon grant date | HK$ |
Not yet exercised | ||||||
| Vested upon grant date | HK$ |
Not yet exercised |
b) The following table discloses movements of the Scheme during the period:
SCHEDULE OF MOVEMENTS OF THE SCHEME
| Option grant date | Outstanding at January 1, 2026 | Granted during period | Exercised during period | Forfeited during period | Expired during period | Outstanding at June 30, 2026 | ||||||||||||||||||
| September 30, 2019 | - | - | - | - | ||||||||||||||||||||
| Exercisable at the end of the period | ||||||||||||||||||||||||
| Weighted average exercise price | HK$ | - | - | - | - | HK$ | ||||||||||||||||||
In
respect of the share options exercised during the period, the weighted average share price at the dates of exercise was HK$
| c) | During
the year ended December 31, 2021, options were granted on 18 August 2020. The estimated fair values of the options granted on this
date is HK$ | |
| d) | These fair values were calculated using Hull-White Enhanced Model. The inputs into the model on option grant dates were as follows: |
SCHEDULE OF MEASUREMENT OF FAIR VALUE SHARE OPTIONS GRANTED
| Underlying stock price | HK$ | |||
| Exercise price | HK$ | |||
| Expected volatility | ||||
| Expected life | ||||
| Risk-free rate | % | |||
| Expected dividend yield | - |
| e) | Expected volatility was determined by using the historical volatility of the comparable companies adopted by the independent valuation expert. The expected life used in the model has not been adjusted which is based on the exercise period as specified under the terms and conditions of the share options. | |
| f) | The Group did not recognize any share-based payment expense in relation to share options granted by the Company because assessed option value by the independent valuation expert on grant date is zero. |
| 21 | SIGNIFICANT RELATED PARTY BALANCE AND TRANSACTION |
Related companies in these consolidated financial statements refer to members of the ultimate holding company’s group of companies.
Some of the Company’s transactions and arrangements are between members of the group and the effect of these on the basis determined between the parties is reflected in these consolidated financial statements. The intercompany balances are unsecured, interest-free and repayable on demand, unless otherwise stated.
Some of the group’s transactions and arrangements are with related parties and the effect of these on the basis determined between the parties is reflected in these consolidated financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.
SCHEDULE OF BALANCE DUE TO RELATED PARTIES
| June 30, 2026 | December 31, 2025 | |||||||||||
| Name | Relationship | Nature | USD | USD | ||||||||
| TUTU Business Services Limited (BVI) | ||||||||||||
| Ms. Liying Wang | ||||||||||||
The Company did not have any outstanding to any officers or directors as of June 30, 2026, and it does not expect to provide long terms loans or credit facilities to officers and directors.
Transactions with related parties
No significant related party transactions for the period ended June 30, 2026.
| 22 | FINANCIAL INSTRUMENTS |
| a) | Categories of financial instruments |
The following table sets out the financial instruments as at the end of the reporting period:
SCHEDULE OF FINANCIAL INSTRUMENTS
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Financial assets | ||||||||
| At amortized cost | | |||||||
| Financial assets at amortized cost | ||||||||
| Financial liabilities | ||||||||
| At amortized cost | ( | ) | ( | ) | ||||
| Financial liabilities at amortized cost | ( | ) | ( | ) | ||||
| b) | Financial risk management policies and objectives |
The management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
| (i) | Market risk management |
The Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.
There has been no significant change to the Group’s exposure to market risk or the manner in which it manages and measures the risk.
| (ii) | Foreign currency risk management |
The
Group also transacts business in foreign currencies other than its functional currencies and is therefore exposed to foreign exchange
risk. As of June 30, 2026, our accumulated other comprehensive loss was USD
| (iii) | Interest rate risk management |
The Group is exposed to cash flow interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the Note 12 to the consolidated financial statements. The Group currently does not have an interest rate hedging policy.
| (iv) | Credit risk and impairment assessment |
Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations resulting in financial losses to the Group. The Group’s credit risk exposures are primarily attributable to trade receivables, other receivables, restricted bank deposits, and cash and bank balances. The Group does not hold any collateral or other credit enhancements to cover its credit risks associated with its financial assets.
In order to minimize credit risk, the Group has delegated its finance team to develop and maintain the Group’s credit risk grading to categorize exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Group’s own historical repayment records to rate its major customers and debtors. The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
Trade receivables
Before accepting any new customer, the Group uses an internal credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Limits and scoring attributed to customers are reviewed regularly. Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts. In this regard, the management considers that the Group’s credit risk is significantly reduced.
In
addition, the Group performs impairment assessment under ECL model on trade receivables individually. Impairment of USD
Other receivables
For
other receivables, the management makes periodic individual assessment on the recoverability of other receivables based on historical
settlement records, past experience, and also quantitative and qualitative information that is reasonable and supportive forward-looking
information. The management believes that there is no significant increase in credit risk of these amounts since initial recognition
and the Group provided impairment based on 12m ECL. For the period ended June 30, 2026, the Group assessed the ECL for other receivables
and deposits,
Restricted bank deposits/ cash and bank balances
Credit risk on restricted bank deposits/ cash and bank balances is limited because the counterparties are reputable banks with high credit ratings assigned by international credit agencies. The Group assessed 12m ECL for restricted bank deposits/ cash and bank balances by reference to information relating to probability of default and loss given default of the respective credit rating grades published by external credit rating agencies. Based on the average loss rates, the 12m ECL on pledged bank deposits/restricted bank deposits/bank balances is considered to be insignificant and therefore no loss allowance was recognized.
| (v) | Liquidity risk management |
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and third parties.
As
of June 30, 2026, our cash and bank balances amounted to approximately USD
The Group maintains sufficient cash and cash equivalent, and internally generated cash flows to finance their activities.
Liquidity risk analyses
Non-derivative financial liabilities
The following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
SCHEDULE OF REMAINING CONTRACTUAL MATURITY FOR NON-DERIVATIVE FINANCIAL LIABILITIES
| On demand or within 1 year | 1 to 2 years | 2 to 5 years | Total | |||||||||||||
| USD | USD | USD | USD | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Trade payables | - | - | ||||||||||||||
| Other payables | - | - | ||||||||||||||
| Bank borrowings | - | - | ||||||||||||||
| Other borrowings | - | |||||||||||||||
| Amounts due to an ultimate beneficial shareholder | - | - | ||||||||||||||
| Lease liabilities | ||||||||||||||||
| Total | ||||||||||||||||
| (vi) | Fair value of financial assets and financial liabilities |
The management considers that the carrying amounts of Group’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
| (c) | Capital risk management policies and objectives |
The management manages its capital to ensure that the Group will be able to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital.
The capital structure of the Company consists of equity attributable to owners of the Company, comprising issued capital and retained earnings as disclosed in the notes to consolidated financial statements.
Management monitors capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity.
SCHEDULE OF DEBT TO EQUITY RATIO
| June 30, 2026 | December 31, 2025 | |||||||
| USD | USD | |||||||
| Total debts | | |||||||
| Total equity attributable to owners of the Company | ||||||||
| Debt-to-equity % | ||||||||
The Group is not subject to externally imposed capital requirements for the period ended June 30, 2026.
The Group’s overall strategy remains unchanged from prior year.
| (d) | Concentrations |
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts credit evaluations of their customers, and generally do not require collateral or other security from them. The Group evaluates their collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Group conducts periodic reviews of the financial condition and payment practices of their customers to minimize collection risk on accounts receivable.
The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenue:
SCHEDULE OF CONCENTRATIONS
| For the period ended June 30, 2026 | ||||||||
| USD | % | |||||||
| Amount of the Group’s revenue: | ||||||||
| Customer A | ||||||||
| Customer B | ||||||||
| Customer C | ||||||||
The following table sets forth a summary of single customers who represent 10% or more of the Group’s total accounts receivable:
| For the period ended June 30, 2026 | ||||||||
| USD | % | |||||||
| Amount of the Group’s accounts receivable: | ||||||||
| Customer A | ||||||||
| 23 | COMMITMENTS AND CONTINGENCIES |
Capital Commitment
The Group does not have capital commitments at the end of the reporting period:
Contingencies
In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no material pending or threatened claims and litigation as of June 30, 2026 and through the issuance date of these consolidated financial statements.
| 24 | SUBSEQUENT EVENTS |
The Group evaluated all events and transactions that occurred after June 30, 2026 up through the date that these consolidated financial statements are available for distribution.
Change of Corporate Structure
On July 13, 2026, the Company established Grand Champion Trading Limited in Hong Kong, which is a wholly owned subsidiary of Lucky Yield Limited.
On August 28, 2026, Nature Flooring (Europe) Company Limited (the “Vendor”), an subsidiary of CL Workshop Group Limited (the “Company”, together with its subsidiaries, the “Group”) and Mrs. Un Son I (the “Purchaser”), entered into a sale and purchase agreement, pursuant to which the Vendor has agreed to dispose of and the Purchaser has agreed to acquire the entire issued share capital of Swift Top Capital Resources Limited (“ST”), a wholly-owned subsidiary of the Vendor, at a consideration of US$1.00 (the “Disposal”). The transfer of the entire issued share capital of ST to the Purchaser was approved by the sole director of ST on August 28, 2026. Having considered the aforesaid, the Board are of the view that the terms of the Disposal are fair and reasonable. The Disposal was approved by the Board on August 28, 2026.
Private Placement
On
July 14, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain
investors for a private placement (the “Offering”) of
Subsequently,
all of the Warrants issued in the Offering were exercised on a cashless basis in accordance with their terms. In connection with such
cashless exercises, the Company issued an aggregate of
At-the-market Offering Agreement
On
July 17, 2026, the Company filed a registration statement on Form F-3 (the “F-3 Registration Statement”) with the SEC
under the Securities Act, utilizing a shelf registration process. The F-3 Registration Statement registers the offer and sale, from
time to time, in one or more offerings, of up to US$
On September 30, 2026, the Company entered into an at-the-market sales agreement with Chaince Securities, LLC, pursuant to which the Company may offer and sell American Depositary Shares (“ADSs”) for an aggregate offering amount of up to US$200.0 million. The Company is not obligated to sell any ADSs under the agreement. For further details, please refer to the Company’s Form 6-K filed with the SEC in connection with the transaction.
On October 2, 2026, the Company
filed a prospectus supplement with the SEC in connection with the ATM offering to issue
Resignation and Appointment of Independent Director
On August 15, 2026, Mr. Heung Ming Henry Wong, an independent director of the Company, resigned from the board of directors (the “Board”) and each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, and as the chairperson of the three committees of the Board, effective immediately. Mr. Wong’s resignation from the Board and the three committees was due to personal reasons and was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
To fill in the vacancy created by the resignation of Mr. Heung Ming Henry Wong, on August 25, 2026, the Company extended a director offer letter to Mr. Haijiang Cui, who accepted the offer and signed a consent to act as a director of the Company. On August 25, 2026, the Board ratified and approved the appointment of Mr. Haijiang Cui to serve as an independent director of the Company, a member of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, effective as of August 25, 2026.
Mr. Cui has extensive experience in corporate governance, business management and manufacturing operations. He has served as the Executive Director of Indicator Global (Shanghai) Commercial Management Co., Ltd. from October 2023 to May 2026, where he oversees corporate governance, business strategy and overall commercial operations, including stakeholder relationships, project execution and operational risk control. Since April 2019, Mr. Cui served as the Executive Director of Honghai Enterprise Management (Shanghai) Co., Ltd., where he was responsible for enterprise management, compliance and business planning, as well as the development of business networks and internal management systems. From January 2011 to December 2018, he served as the General Manager of Jiangjin Tourism Products Factory, where he was responsible for the overall operations of the manufacturing plant, including production, supply chain, sales, cost and quality control, team building and domestic market expansion. Mr. Cui received his Bachelor of Management in Business Administration from Nanjing University in March 2009.
Mr. Cui does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Cui is an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2).
In addition to the appointment of Mr. Cui, the Board also ratified and approved the appointment of Dr. Kin Shing Charles Lau as the chairperson of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, effective as of August 15, 2026.
2026 Equity Incentive Plan
On
September 28, 2026, the Company filed a registration statement on Form S-8 (the “Form S-8 Registration Statement”) with the
SEC to register
Form F-6 Registration Statement Filed for Additional ADSs
On September 30, 2026, the Company filed a registration statement on Form F-6 with the U.S. Securities and Exchange Commission (the “SEC”) for the registration of up to 500,000,000 American Depositary Shares (“ADSs”), representing Class A ordinary shares of the Company. The Bank of New York Mellon acts as the depositary for the Company’s ADS program pursuant to the deposit agreement dated September 12, 2023.
The filing of the Form F-6 relates to the registration of ADSs under the Company’s existing depositary arrangement and does not, by itself, constitute an issuance or sale of ADSs or result in any proceeds to the Company.
Other than the events disclosed above, no other material subsequent events have occurred that would require recognition or disclosure in the Company’s consolidated financial statements.