Generation Essentials Group H1 revenue falls to $65.9M
A US$9.5 million mortgage loan entered on March 10, 2026 has a 30-year term and a 6.125% fixed rate for its first five years before transitioning to variable.
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.
Generation Essentials Group (TGE) reported revenue of US$65.864 million for the six months ended June 30, 2026, versus US$87.429 million a year earlier. Revenue from customer contracts was US$30.758 million, compared with US$22.644 million, while net fair-value changes on financial assets were US$24.990 million, versus US$56.173 million. Profit for the period was US$22.848 million, compared with US$2.093 million; 2025 included a US$58.878 million one-off share-based payment expense, and no such expense was recorded in 2026.
The acquisitions included 50% of the Perth Hotel Group’s equity and outstanding shareholder loans for US$71.565 million; the Kuala Lumpur Hotel Group for US$38.290 million; Hornsey Hotel Group for US$30.424 million; and a New York hotel for US$69.0 million. At June 30, 2026, total assets were US$1.8 billion and borrowings were US$310.176 million; cash and bank balances were US$9.989 million. Net cash from operating activities was US$311,000, while net cash used in financing activities was US$8.428 million.
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
- Major pointProfit was US$22.848 million versus US$2.093 million; the prior period included a US$58.878 million share-based payment expense. 1.1× market cap
- Minor pointHotel properties from acquisitions: US$326.689 million provisional fair value.
Negative
- Moderate pointRevenue declined to US$65.864 million from US$87.429 million.
Filing Explained
The completed Kuala Lumpur acquisition has deferred consideration payable in shares, reducing existing holders’ ownership percentages when settled.
Form 6-K is a foreign private issuer's interim report for material information published in its home market. The Generation Essentials Group furnished unaudited results for the six months ended
The deferred consideration is scheduled as
Separately, the company entered a
Key Figures
Key Terms
financial assets at FVTPL financial
share-based payment transaction financial
non-controlling interests financial
deferred consideration financial
Level 3 fair value measurement financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were TGE's revenue and profit for the six months ended June 30, 2026?
What are the terms of TGE's US$9.5 million mortgage loan?
How was the Perth Hotel Group acquisition consideration structured?
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
Commission File Number:
The
(Translation of registrant’s name into English)
66 rue Jean-Jacques Rousseau
75001 Paris
France
(Address of principal executive office)
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 ☐
EXPLANATORY NOTE
This current report on Form 6-K, including the exhibits hereto, is incorporated by reference into the post-effective amendment No. 3 to the registration statement on Form F-1 on Form F-3 (File No. 333-288278) and shall be a part of such registration statements from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Interim report of The Generation Essentials Group for the six months ended June 30, 2026 | |
| 101.INS | Inline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Generation Essentials Group | ||
| By: | /s/ Feridun Hamdullahpur | |
| Name: | Dr. Feridun Hamdullahpur | |
| Title: | Director | |
Date: October 5, 2026
3
Exhibit 99.1
THE GENERATION ESSENTIALS GROUP
INTERIM REPORT FOR THE SIX MONTHS ENDED JUNE 30, 2026
PRELIMINARY NOTE
Our unaudited condensed consolidated financial statements as of and for the six-months ended June 30, 2026 and June 30, 2025, included herein, are prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on our annual report on Form 20-F on April 29, 2026 (the “2025 Annual Report”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 2025 Annual Report.
FORWARD-LOOKING STATEMENTS
This document contains statements that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, amongst other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “preliminary,” “forecast,” “objective,” “plan,” or “target,” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including, but not limited to statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, and the markets in which we operate.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which we operate; |
| ● | The overall economic environment and general market and economic conditions in the jurisdictions in which we operate; |
| ● | Our relationships with customers, suppliers, other business partners and stakeholders; |
| ● | Our ability to successfully compete in highly competitive industries and markets; |
| ● | Our ability to continue to adjust our offerings to meet market demand, attract customers to choose our products and services and grow our ecosystem; |
1
| ● | Our ability to execute strategies, manage growth and maintain corporate culture as we grow; |
| ● | Our anticipated investments in new products, services, collaboration arrangements, technologies and strategic acquisitions, and the effect of these investments on our results of operations; |
| ● | Changes in the needs for capital and the availability of financing and capital to fund these needs; |
| ● | The price-competitiveness, quality and breadth of our products and services; |
| ● | The loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms; |
| ● | Failure to realize the anticipated benefits of the Business Combination; |
| ● | Man-made or natural disasters, health epidemics, and other outbreaks including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect our business or assets; |
| ● | Exchange rate fluctuations; |
| ● | changes in interest rates or rates of inflation; |
| ● | Legal, regulatory and other proceedings; |
| ● | Our ability to maintain the listing of our securities on applicable stock exchanges; |
| ● | The results of future financing efforts; and |
| ● | All other risks and uncertainties described in “Item 3. Key Information —D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our 2025 Annual Report. |
In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described under “Item 3. Key Information – D. Risk Factors” in our 2025 Annual Report, as well as in other documents filed by us from time to time with the SEC.
We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.
2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes contained in our 2025 Annual Report. This document, including the discussion below, concerns our unaudited condensed and consolidated financial information as of and for the six months ended June 30, 2026 and 2025. The discussion of our financial information for the years ended December 31, 2025, 2024 and 2023 is included in our 2025 Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. See the section titled “Forward-looking Statements” in this document for cautions about forward-looking statements.
Revenue
Our revenue for the six months ended June 30, 2026 amounted to US$65.9 million, a change from US$87.4 million recorded for the comparable period in 2025. The change was primarily attributable to:
| ● | Media advertising and marketing services income increased from US$10.0 million in the comparable period in 2025 to US$10.5 million for the six months ended June 30, 2026. Geographically, our media operations remain strong in Europe (US$4.6 million) and the Americas (US$3.3 million), while Southeast Asia saw steady growth to US$2.3 million. |
| ● | Hotel operations, hospitality and VIP services income increased from US$12.7 million in the comparable period in 2025 to US$20.2 million for the six months ended June 30, 2026, representing a 59.8% growth. This increase was primarily driven by the expansion of our asset portfolio, including the newly acquired hotels in New York, Perth, Kuala Lumpur, and London. While Southeast Asia remains our largest market (US$11.6 million), we successfully recognized new revenue streams from the Americas (US$3.4 million) and Australia (US$2.2 million) following recent acquisitions. |
| ● | Dividend income and gain related to disposed financial assets at fair value through profit or loss was US$10.1 million for the six months ended June 30, 2026, compared to US$8.6 million for the comparable period in 2025. |
| ● | Net fair value changes on financial assets at fair value through profit or loss was US$25.0 million for the six months ended June 30, 2026, compared to US$56.2 million for the comparable period in 2025. The decrease was mainly attributable to lower unrealized gains on our investment portfolio in 2026 compared to the significant gains recorded in 2025. |
Cost of production and cost of hotel operation
Cost of production and cost of hotel operation increased from US$9.5 million for the comparable period in 2025 to US$13.8 million in the six months ended June 30, 2026, mainly due to the additional costs recognized from our hotels in line with the increase in revenue generated from our expanded hotel operations and recent acquisitions.
Other income
Other income increased from US$7 thousand for the comparable period in 2025 to US$2.1 million for the current period, mainly due to additional stock lending income from the ultimate holding company.
Share-based payments
During the six months ended June 30, 2025, the Company recognized a one-off share-based payment expense of US$58.9 million resulting from the completion of the business combination with Black Spade Acquisition II Co, as the fair value of consideration transferred was higher than the net identifiable assets acquired. There was no such expense recognized for the six months ended June 30, 2026.
3
Fair value change on financial liabilities at FVTPL
The Company has outstanding warrants recognized as financial liabilities at FVTPL, with changes in fair value recognized in profit or loss. In the current period, the Company recognized a US$71 thousand fair value gain on the warrants, compared to a US$5.2 million fair value gain for the comparable period in 2025.
Other operating expenses
Other operating expenses for the six months ended June 30, 2026 increased by 22.9% as compared to the comparable period in 2025 to US$12.8 million, primarily attributable to an increase in our hotels’ depreciation charges and additional operating costs recognized from our hotels in line with the expansion of our hotel operations.
Staff costs
Staff costs for the six months ended June 30, 2026 increased slightly to US$6.1 million, compared to US$5.7 million for the comparable period in 2025.
Finance costs
Finance costs for the six months ended June 30, 2026 increased by 59.1% compared to the comparable period in 2025 to US$7.3 million, primarily due to increased interest on bank borrowings related to the acquisition of subsidiaries and new mortgage loans, as well as the effective interest on redeemable shares classified as financial liabilities.
Income tax expense
Income tax expense for the six months ended June 30, 2026 increased to US$5.1 million compared to US$1.5 million for the comparable period in 2025, primarily driven by US$3.4 million in Singapore corporate income tax recognized during the current period.
Profit for the year
The Company recorded a profit of US$22.8 million in the six months ended June 30, 2026, compared to a profit of US$2.1 million for the comparable period in 2025. The 2025 profit was heavily impacted by the one-off share-based payments expense of US$58.9 million recognized resulting from the completion of the Business Combination.
4
Financial Position and Balance Sheet Analysis
Our financial position expanded significantly during the six months ended June 30, 2026, reflecting the successful execution of our strategic acquisitions in the hospitality sector. Total assets increased by 23.3% to US$1.8 billion as of June 30, 2026, compared to US$1.5 billion as of December 31, 2025. Total liabilities increased to US$872.4 million from US$625.0 million, while total equity strengthened to US$932.5 million from US$839.1 million.
Key fluctuations in our balance sheet items include:
| ● | Property, Plant and Equipment: Property, plant and equipment surged by US$384.0 million, from US$596.1 million as of December 31, 2025 to US$980.1 million as of June 30, 2026. This increase was the primary driver of our asset growth and is directly attributable to the acquisitions of the four premier hotel properties in New York, Perth, Kuala Lumpur, and London, alongside an US$8.5 million surplus on the revaluation of existing properties. |
| ● | Derivative Financial Instruments: Derivative financial assets decreased from US$177.5 million to US$149.6 million. This reduction was primarily due to a US$28.2 million fair value loss recognized on the Price Protection Agreement related to our investments in AMTD Digital Inc. shares. |
| ● | Borrowings: Total borrowings increased from US$259.1 million to US$310.2 million. This increase reflects the assumption of debt related to our newly acquired subsidiaries and the securing of a new US$9.5 million 30-year mortgage loan to support our real estate expansion. |
| ● | Amount Due to Ultimate Holding Company: This non-current liability increased significantly from US$132.5 million to US$218.5 million. The increase reflects strategic internal financing and financial support provided by the ultimate holding company to facilitate the completion of our major hotel acquisitions during the period. |
| ● | Total Equity and Non-Controlling Interests: Total equity grew by US$93.4 million to US$932.5 million. This was driven by the net profit generated during the period and an increase in non-controlling interests (from US$110.2 million to US$178.5 million), which relate to the acquisitions of the hotels which are non-wholly owned by us. |
Liquidity and Capital Resources
As of June 30, 2026, our total assets stood at US$1.8 billion, a significant increase from US$1.5 billion as of December 31, 2025. This growth was primarily due to the aforementioned additions to property, plant, and equipment.
Our cash and bank balances decreased to US$10.0 million from US$17.7 million at the end of 2025. Net cash from operating activities was US$0.3 million, while net cash used in financing activities was US$8.4 million. To support our expansion, total borrowings increased to US$310.2 million (up from US$259.1 million at the end of 2025). This includes a new US$9.5 million 30-year mortgage loan secured by a property, bearing a fixed interest rate of 6.125% for the first five years. Despite the increase in leverage, our balance sheet remains robust, with total equity increasing to US$932.5 million, up from US$839.1 million at the end of 2025, supported by comprehensive income generated during the period.
5
The Generation Essentials Group
Index to the Unaudited Condensed Consolidated Financial Statements
| CONTENTS | PAGE(S) | |
| Unaudited Condensed Consolidated Statements of Profit or Loss and Other Compressive Income for the Six Months Ended June 30, 2026 and 2025 | F-2 | |
| Unaudited Condensed Consolidated Statements of Financial Position As of June 30, 2026 and December 31, 2025 | F-3 | |
| Unaudited Condensed Consolidated Statements of Changes in Equity As of June 30, 2026 and 2025 | F-5 | |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | F-6 | |
| Notes to the Unaudited Condensed Consolidated Financial Statements | F-7 |
F-1
THE GENERATION ESSENTIALS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE six months ended JUNE 30, 2026
| Six months ended June 30, | ||||||||||
| Notes | 2026 | 2025 | ||||||||
| US$’000 | US$’000 | |||||||||
| (unaudited) | (unaudited) | |||||||||
| REVENUE | ||||||||||
| Media advertising and marketing services income | 3 | |||||||||
| Hotel operation, hospitality and VIP services income | 3 | |||||||||
| Dividend income and gain related to disposed financial assets at fair value through profit or loss (“FVTPL”) | 3 | |||||||||
| Net fair value changes on financial assets at FVTPL | 3 | |||||||||
| Cost of production and cost of hotel operation | ( | ) | ( | ) | ||||||
| Other income | ||||||||||
| Share-based payments | 5 | - | ( | ) | ||||||
| Fair value change on financial liabilities at FVTPL | ||||||||||
| Other operating expenses | 6 | ( | ) | ( | ) | |||||
| Staff costs | 7 | ( | ) | ( | ) | |||||
| Finance costs | 8 | ( | ) | ( | ) | |||||
| PROFIT BEFORE TAX | ||||||||||
| Income tax expense | 9 | ( | ) | ( | ) | |||||
| PROFIT FOR THE PERIOD | ||||||||||
| OTHER COMPREHENSIVE INCOME (EXPENSES) | ||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||
| Exchange differences on translation of foreign operations | ||||||||||
| Items that will not be reclassified subsequently to profit or loss: | ||||||||||
| Exchange difference on translation from functional currency to presentation currency | ( | ) | ( | ) | ||||||
| Surplus on revaluation of properties | ||||||||||
| OTHER COMPREHENSIVE INCOME FOR THE PERIOD | ||||||||||
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | ||||||||||
| Profit (loss) for the period attributable to: | ||||||||||
| Owners of the Company | ||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||
| Total comprehensive income (loss) for the period attributable to: | ||||||||||
| Owners of the Company | ||||||||||
| Non-controlling interests | ( | ) | ||||||||
| Earnings per share (US$ per share) | 10 | |||||||||
| Class A ordinary shares: | ||||||||||
| Basic | ||||||||||
| Diluted | ||||||||||
| Class B ordinary shares: | ||||||||||
| Basic | ||||||||||
| Diluted | ||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-2
THE GENERATION ESSENTIALS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2026
| As of | ||||||||||
| June 30, | December 31, | |||||||||
| Notes | 2026 | 2025 | ||||||||
| US$’000 | US$’000 | |||||||||
| (unaudited) | (audited) | |||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Property, plant and equipment | 11 | |||||||||
| Intangible assets | ||||||||||
| Deposits | - | |||||||||
| Financial assets at FVTPL | 12 | |||||||||
| Total non-current assets | ||||||||||
| Current assets | ||||||||||
| Accounts receivable | 13 | |||||||||
| Prepayments, deposits and other receivables | 14 | |||||||||
| Financial assets at FVTPL | 12 | |||||||||
| Derivative financial instruments | 15 | |||||||||
| Cash and bank balances | ||||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| EQUITY AND LIBILITIES | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable | ||||||||||
| Other payables and accruals | 16 | |||||||||
| Contract liabilities | ||||||||||
| Tax payable | ||||||||||
| Borrowings | 17 | |||||||||
| Financial liabilities at FVTPL | 18 | |||||||||
| Lease liabilities | ||||||||||
| Amounts due to subsidiaries’ non-controlling shareholders | ||||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Deferred underwriting commission | ||||||||||
| Provisions | ||||||||||
| Borrowings | 17 | |||||||||
| Lease liabilities | ||||||||||
| Deferred tax liabilities | ||||||||||
| Financial liabilities at FVTPL | 18 | |||||||||
| Redeemable shares classified as financial liabilities | ||||||||||
| Amount due to ultimate holding company | ||||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
F-3
THE GENERATION ESSENTIALS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2026
| As of | ||||||||||
| June 30, | December 31, | |||||||||
| Notes | 2026 | 2025 | ||||||||
| US$’000 | US$’000 | |||||||||
| (unaudited) | (audited) | |||||||||
| CAPITAL AND RESERVES | ||||||||||
| Share capital | 19 | - | * | - | * | |||||
| Reserves | ||||||||||
| Equity attributable to owners of the Company | ||||||||||
| Non-controlling interests | ||||||||||
| Total equity | ||||||||||
| Total liabilities and equity | ||||||||||
| * |
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-4
THE GENERATION ESSENTIALS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
AS OF JUNE 30, 2026
| Share capital |
Share premium |
Preferred shares |
Capital reserve |
Revaluation reserve |
Exchange reserve |
Retained profits |
Total equity attributable to owners of the Company |
Non- controlling interests |
Total equity | |||||||||||||||||||||||||||||||
| US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | US$’000 | |||||||||||||||||||||||||||||||
| (note) | ||||||||||||||||||||||||||||||||||||||||
| As of January 1, 2026 (audited) | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Profit (loss) for the period | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences arising from translation | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Surplus on revaluation in properties | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Total comprehensive income (expenses) for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Acquisition of subsidiaries (note 21) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| As of June 30, 2026 (unaudited) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| As of January 1, 2025 (audited) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Profit (loss) for the period | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences arising from translation | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||
| Surplus on revaluation in properties | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Total comprehensive income (expenses) for the period | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||
| Issue of shares upon the completion of business combination | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| As of June 30, 2025 (unaudited) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Note: |
F-5
THE GENERATION ESSENTIALS GROUP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE six months ended JUNE 30, 2026
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| OPERATING ACTIVITIES | ||||||||
| Profit before tax | ||||||||
| Adjustments for: | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Dividend income | ( | ) | ( | ) | ||||
| Net fair value changes on financial assets at FVTPL | ( | ) | ( | ) | ||||
| Finance costs | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Fair value gain on financial liabilities at FVTPL | ( | ) | ( | ) | ||||
| Share-based payments | - | |||||||
| Operating cash flows before changes in working capital | ||||||||
| Decrease (increase) in accounts receivable | ( | ) | ||||||
| (Increase) decrease in prepayments, deposits and other receivables | ( | ) | ||||||
| Increase in accounts payable | ||||||||
| Decrease in other payables and accruals | ( | ) | ( | ) | ||||
| (Decrease) increase in contract liabilities | ( | ) | ||||||
| Increase in provisions | ||||||||
| Cash from operations | ||||||||
| Profits tax paid | ( | ) | - | |||||
| Bank interest received | ||||||||
| Net cash from operating activities | ||||||||
| INVESTING ACTIVITIES | ||||||||
| Additions to property, plant and equipment | ( | ) | ( | ) | ||||
| Additions to financial assets at FVTPL | ( | ) | - | |||||
| Investment return from financial assets at FVTPL | - | |||||||
| Net cash inflow from the acquisitions of subsidiaries | - | |||||||
| Net cash from (used in) investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds upon issue of shares | - | |||||||
| Interests paid | ( | ) | ( | ) | ||||
| Repayment of lease liabilities | ( | ) | ( | ) | ||||
| Bank borrowings repayment | - | |||||||
| New bank borrowing raised | ( | ) | - | |||||
| Net transfer with amount due to ultimate holding company | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Effect of foreign exchange rate change, net | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | ||||||||
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||||||
| Cash and bank balances | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
F-6
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 1. | CORPORATE INFORMATION |
The Generation Essentials Group (the “Company”) is a limited liability company incorporated in the Cayman Islands. The Group is involved in the provision of media and entertainment services, hotel operation, hospitality and VIP services and strategic investments.
The Company is listed on the New York Stock Exchange on June 5, 2025 through a business combination with Black Spade Acquisition II Co (“Black Spade II”), a blank check company incorporated for the purpose of effecting a business combination.
| 2. | PRINCIPAL ACCOUNTING POLICIES |
Basis of preparation
The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 (“IAS 34”) “Interim Financial Reporting”, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended December 31, 2025. They do not include all of the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
The condensed consolidated financial statements have been prepared on the historical cost basis except for properties and certain financial instruments, which are measured at fair values.
Other than change in accounting policies resulting from application of amendments to IFRSs, the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended June 30, 2026 are the same as those presented in the Group’s annual consolidated financial statements for the year ended December 31, 2025.
Application of amendments to IFRS Standards
In the current interim period, the Group has applied the following amendments to an IFRS Accounting Standard issued by IASB, for the first time, which are mandatorily effective for the Group’s annual period beginning on January 1, 2026 for the preparation of the Group’s condensed consolidated financial statements:
| Amendments to IFRS 9 and IFRS 7
Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments Contracts Referencing Nature-dependent Electricity |
The application of the amendments to IFRS Accounting Standard in the current interim period has had no material impact on the Group’s financial position and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.
F-7
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 3. | REVENUE |
The following tables present disaggregated revenue information:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue from contracts with customers | ||||||||
| Media advertising and marketing services | ||||||||
| Advertising services income | ||||||||
| Licensing, subscription and marketing services income | ||||||||
| Hotel operations, hospitality and VIP services | ||||||||
| Hotel operation, hospitality and VIP services income | ||||||||
| Subtotal revenue from contracts with customers | ||||||||
| Revenue from other sources | ||||||||
| Strategic investment | ||||||||
| Net fair value changes on financial assets at FVTPL | ||||||||
| Dividend income and gain related to disposed financial assets at FVTPL | ||||||||
| Total | ||||||||
| Revenue from contracts with customers and timing of revenue recognition | ||||||||
| Services transferred | ||||||||
| - at a point in time | ||||||||
| - over time | ||||||||
| Total | ||||||||
F-8
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 4. | OPERATING SEGMENT INFORMATION |
Segment information is presented based on internal reports about components of the Group that are regularly reviewed by the chief operating decision maker, being the executive directors of the Company, for the purpose of allocating resources to segments and assessing their performance.
The Group now operates its businesses in
Management closely monitors the performance of the Group’s operating segments separately to support informed decisions on resource allocation and performance evaluation. Segment performance is evaluated based on reportable segment result, which is a measure of profit (loss) before tax from operations. The profit (loss) before tax from operations is measured after allocation of attributable costs of specialized staff and direct operating costs consistently with the Group’s profit (loss) before tax from operations. Other income, gain from a bargain purchase, finance costs, share-based payment expenses and corporate expenses such as staff costs not directly attributable to segments, short-term leases and administrative expenses are excluded from such measurement.
Segment assets exclude prepayments, deposits and other receivables, investments held in trust accounts and cash and bank balances, as these assets are managed on a group basis.
Segment liabilities exclude tax payable, borrowings, redeemable shares classified as financial liabilities, financial liabilities at FVTPL, amount due to ultimate holding company, lease liabilities and deferred tax liabilities as these liabilities are managed on a group basis.
Segment revenue and results
The following tables present information by segment:
For the six months ended June 30, 2026 (unaudited)
| Media and entertainment | Hotel operation, hospitality and VIP services | Strategic investment | Total | |||||||||||||
| US$’000 | US$’000 | US$’000 | US$’000 | |||||||||||||
| Segment revenue | ||||||||||||||||
| Revenue | ||||||||||||||||
| - from contract with customers | — | |||||||||||||||
| - other | — | — | ||||||||||||||
| Segment results | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Fair value change on financial liabilities at FVTPL | ||||||||||||||||
| Finance costs | ( | ) | ||||||||||||||
| Corporate and other unallocated expenses | ( | ) | ||||||||||||||
| Profit before tax | ||||||||||||||||
F-9
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 4. | OPERATING SEGMENT INFORMATION - continued |
Segment revenue and results - continued
For the six months ended June 30, 2025 (unaudited)
| Media and entertainment | Hotel operation, hospitality and VIP services | Strategic investment | Total | |||||||||||||
| US$’000 | US$’000 | US$’000 | US$’000 | |||||||||||||
| Segment revenue | ||||||||||||||||
| Revenue | ||||||||||||||||
| - from contract with customers | — | |||||||||||||||
| - other | — | — | ||||||||||||||
| Segment results | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Share-based payments | ( | ) | ||||||||||||||
| Fair value change on financial liabilities at FVTPL | ||||||||||||||||
| Finance costs | ( | ) | ||||||||||||||
| Corporate and other unallocated expenses | ( | ) | ||||||||||||||
| Profit before tax | ||||||||||||||||
Segment assets and liabilities
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Segment assets | ||||||||
| Media and entertainment | ||||||||
| Hotel operation, hospitality and VIP services | ||||||||
| Strategic investments | ||||||||
| Total segment assets | ||||||||
| Unallocated corporate assets | ||||||||
| Total assets | ||||||||
| Segment liabilities | ||||||||
| Media and entertainment | ||||||||
| Hotel operation, hospitality and VIP services | ||||||||
| Total segment liabilities | ||||||||
| Unallocated corporate liabilities | ||||||||
| Total liabilities | ||||||||
F-10
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 4. | OPERATING SEGMENT INFORMATION - continued |
Geographical information
The following table sets forth the Group’s revenue from contract with customers by geographical areas based on the location of the operations:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Media and entertainment | ||||||||
| - China (including Hong Kong) | ||||||||
| - Europe | ||||||||
| - America | ||||||||
| - Southeast Asia | ||||||||
| Hotel operation, hospitality and VIP services | ||||||||
| - China (including Hong Kong) | ||||||||
| - Europe | - | |||||||
| - America | - | |||||||
| - Australia | - | |||||||
| - Southeast Asia | ||||||||
| Total | ||||||||
| 5. | SHARE-BASED PAYMENTS |
In June 2025, the Company consummated a business combination with Black Spade Acquisition II Co (“Black Spade II”), a publicly traded SPAC, resulting in the Company becoming a publicly listed entity. This business combination does not fall within the scope of IFRS 3 Business Combinations because Black Spade II does not meet the definition of a business. Consequently, the transaction is accounted for as a capital reorganization and a share-based payment transaction within the scope of IFRS 2 Share-based Payment.
Under this method of accounting, the Company is identified as the accounting acquirer. Accordingly, the consolidated financial statements represent a continuation of the Company, and the net assets of the Company are stated at their pre-transaction historical carrying amounts, with no goodwill or other intangible assets recognized.
Any excess of the fair value of the equity instruments deemed to have been issued by the Company to Black Spade II shareholders over the fair value of Black Spade II’s identifiable net assets acquired represents compensation for the service of a stock exchange listing. This excess is not recognized as an asset and is expensed immediately upon consummation of the transaction.
The Company issued
F-11
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 6. | OTHER OPERATING EXPENSES |
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Advertising and promotion expenses | ||||||||
| Amortization | ||||||||
| Bank charges | ||||||||
| Depreciation | ||||||||
| Donation | ||||||||
| IT related costs | ||||||||
| Legal and professional fee | ||||||||
| Premises costs | ||||||||
| Travelling expenses | ||||||||
| Others | ||||||||
| Total | ||||||||
| 7. | STAFF COSTS |
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Salaries and bonus | ||||||||
| Pension scheme contributions (defined contribution schemes) and others | ||||||||
| Total | ||||||||
| 8. | FINANCE COSTS |
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Interests on borrowings | ||||||||
| Interests on lease liabilities | ||||||||
| Effective interest on redeemable shares classified as financial liabilities | - | |||||||
| Total | ||||||||
F-12
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 9. | INCOME TAX EXPENSE |
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Singapore Corporate Income Tax | - | |||||||
| Other jurisdictions | ||||||||
| Withholding tax on dividend income | ||||||||
| Total income tax expenses | ||||||||
| 10. | EARNINGS PER SHARE |
The calculation of the basic earnings per share attributable to the owners of the Company is based on the following data:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (unaudited) | |||||||
| Earnings figures are calculated as follows: | ||||||||
| Profit for the period attributable to Class A ordinary shares | ||||||||
| Profit for the period attributable to Class B ordinary shares | ||||||||
| Number of shares | ||||||||
| ’000 | ’000 | |||||||
| Weighted average number of Class A ordinary shares outstanding | ||||||||
| Weighted average number of Class B ordinary shares outstanding | ||||||||
The weighted average number of ordinary shares for the purpose of basic earnings per share has been adjusted for the share subdivision and reclassification and re-designation of shares on June 3, 2025.
The computation of diluted earnings per share does not assume the exercise of the Company’s warrants because the exercise price of those warrants was higher than the average market price for shares for the six months ended June 30, 2026 and 2025.
F-13
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 11. | PROPERTY, PLANT AND EQUIPMENT |
During the six months ended June 30, 2026, the Group completed the acquisition of a hotel building located in New York City, United States, for a total consideration of US$
As of June 30, 2026, the Group’s properties are stated at valuation of US$
There has been no change to the valuation techniques during the period. In estimating the fair value of the properties, the highest and best use of the properties is their current use.
| 12. | FINANCIAL ASSETS AT FVTPL |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Listed equity shares and stock loans | ||||||||
| Unlisted equity shares | ||||||||
| Movie income right investments | ||||||||
| Investments held in the Trust Account (note) | ||||||||
| Total | ||||||||
| Shown as: | ||||||||
| - current assets | ||||||||
| - non-current assets | ||||||||
Note: During the year ended December 31, 2025, TGE Value Creative Solutions Corp (“TGE SPAC”), the subsidiary of the Company, consummated the initial public offering of
In October 2025, the Group entered into a stock lending agreement with a subsidiary of the ultimate holding company, pursuant to which the Group lent certain listed equity shares to the subsidiary of the ultimate holding company, bearing interest at
F-14
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 13. | ACCOUNTS RECEIVABLE |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Receivable from media and entertainment services | ||||||||
| Receivable from hotel operations, hospitality and VIP services | ||||||||
| Total | ||||||||
| 14. | PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Prepayments | ||||||||
| Deposits | ||||||||
| Other receivables | ||||||||
| Dividend income receivable | - | |||||||
| Less: impairment losses provided under ECL model | ( | ) | ( | ) | ||||
| Total | ||||||||
| 15. | DERIVATIVE FINANCIAL INSTRUMENTS |
AMTD Group Inc. and the Company entered into an agreement over the share price of AMTD Digital Inc., pursuant to which the Group is entitled to recover from AMTD Group Inc. if the share price of AMTD Digital Inc. is lower than that at the time the Group invested in the shares of AMTD Digital Inc. (the “Price Protection Agreement”). The purpose of the Price Protection Agreement is to provide a financial safety net for the Group by ensuring to receive a minimum value for its investments in shares of AMTD Digital Inc. The Price Protection Agreement was accounted for as a derivative financial asset and the net fair value loss recognized in profit or loss was approximately US$
F-15
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 16. | OTHER PAYABLES AND ACCRUALS |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Payroll and related expenses payable | ||||||||
| Other tax payables | ||||||||
| Other refundable deposits received | - | |||||||
| Payable for acquisition of subsidiaries | - | |||||||
| Interest expense payable | ||||||||
| Accruals and other payables | ||||||||
| Total | ||||||||
| 17. | BORROWINGS |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Secured bank borrowings: | ||||||||
| - denominated in Hong Kong dollars (“HK$”) | ||||||||
| - denominated in Singapore dollars | ||||||||
| - denominated in US$ | ||||||||
| - denominated in Australian dollars (“AUD”) | - | |||||||
| Unsecured bank borrowings: | ||||||||
| - denominated in Great Britain Pound (“GBP”) | ||||||||
| Shown as: | ||||||||
| - current liabilities | ||||||||
| - non-current liabilities | ||||||||
On March 10, 2026, the Company entered a new $
Except for bank borrowings of US$
As of June 30, 2026, the Group had bank borrowings of approximately US$
F-16
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 18. | FINANCIAL LIABILITIES AT FVTPL |
The Group’s financial liabilities at FVTPL consist of warrants issued by the Company and TGE SPAC.
During the six months ended June 30, 2026, there were no changes to the terms or the number of outstanding warrants. As of June 30, 2026, the outstanding warrants comprised:
| ● |
| ● |
As of June 30, 2026, the total fair value of the warrant liabilities was US$
| 19. | SHARE CAPITAL |
The movement of share capital is as follows:
| Voting Class A ordinary shares | Voting Class B ordinary shares | Non-voting redeemable preferred shares | Total | |||||||||||||||||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | |||||||||||||||||||||||||
| US$’000 | US$’000 | US$’000 | US$’000 | |||||||||||||||||||||||||||||
| Authorized | ||||||||||||||||||||||||||||||||
| As of January 1, 2026 (audited) and June 30, 2026 (unaudited) | ||||||||||||||||||||||||||||||||
| Issued and fully paid | ||||||||||||||||||||||||||||||||
| As of January 1, 2026 (audited) and June 30, 2026 (unaudited) | - | * | - | * | - | * | - | * | ||||||||||||||||||||||||
| * |
| 20. | RELATED PARTY TRANSACTIONS |
In addition to the transactions disclosed elsewhere in these condensed consolidation financial statements, the Group had the following transactions with related parties during the period:
| Six months ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| US$’000 | US$’000 | |||||||
| (unaudited) | (audited) | |||||||
| Marketing services income | ||||||||
| Stock-borrowing received from the ultimate holding company | - | |||||||
F-17
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 21. | ACQUISITION OF SUBSIDIARIES |
During the six months ended June 30, 2026, the Group completed the following acquisitions. These acquisitions are in line with the Group’s ongoing strategy to expand its footprint in key hospitality markets, diversify its asset portfolio, and increase recurring revenue streams. By integrating these properties, the Group expects to achieve operational synergies and leverage its existing hospitality management expertise to drive long-term profitability.
| (i) | Acquisition of The Ritz Carlton, Perth |
On May 29, 2026, the Group completed the acquisition of a
The Group has assessed that it has obtained control over the Perth Hotel Group and has accordingly consolidated its financial results, recognizing the remaining
Consideration transferred
The total consideration for the acquisition was US$
| US$’000 | ||||
| Cash paid at completion | ||||
| Deferred consideration | ||||
| Total consideration | ||||
The deferred consideration is payable in four equal semi-annual instalments, with the final instalment due on December 31, 2027. As at June 30, 2026, the outstanding balance is recognized as a financial liability within “Accruals and other payables” in the consolidated statement of financial position.
Allocation of consideration:
| US$’000 | ||||
| Acquisition of | ||||
| Assignment of shareholder loan | ||||
| Total consideration | ||||
Provisional fair value of identifiable assets and liabilities acquired
| US$’000 | ||||
| Cash and cash balances | ||||
| Accounts receivable | ||||
| Prepayments, deposits and other receivables | ||||
| Property, plant and equipment | ||||
| Accounts payable | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Borrowings | ( | ) | ||
| Amounts due to shareholders | ( | ) | ||
| Provisions | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Total identifiable net assets at fair value | ||||
| Non-controlling interests ( | ( | ) | ||
| Net assets acquired | ||||
F-18
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 21. | ACQUISITION OF SUBSIDIARIES - continued |
| (i) | Acquisition of The Ritz Carlton, Perth - continued |
The receivables acquired (which principally comprised trade receivables and other receivables) with a fair value of US$
The initial accounting for the property, plant and equipment acquired in the above business combination with fair value of US$
Non-controlling interests
Non-controlling interests in Perth Hotel Group are measured by reference to the proportionate share of recognized amounts of net identifiable assets of Perth Hotel Group at the date of acquisition.
Net cash inflow on acquisition of Perth Hotel Group
| US$’000 | ||||
| Cash and cash equivalents balances acquired | ||||
As of December 31, 2025, the Group paid AUD
| (ii) | Acquisition of Upper View Regalia Hotel, Kuala Lumpur |
On May 29, 2026, the Group completed the acquisition of a
Consideration transferred
The total consideration for the acquisition was US$
| US$’000 | ||||
| Cash paid at completion | ||||
| Deferred consideration | ||||
| Total consideration | ||||
The deferred consideration of HK$
F-19
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 21. | ACQUISITION OF SUBSIDIARIES - continued |
| (ii) | Acquisition of Upper View Regalia Hotel, Kuala Lumpur - continued |
| US$’000 | ||||
| Acquisition of | ||||
| Assignment of shareholder loan | ||||
| Total consideration | ||||
Provisional fair value of identifiable assets and liabilities acquired
| US$’000 | ||||
| Cash and cash balances | ||||
| Accounts receivable | ||||
| Prepayments, deposits and other receivables | ||||
| Property, plant and equipment | ||||
| Accounts payable | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Amounts due to shareholders | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Total identifiable net assets at fair value | ||||
| Non-controlling interests ( | ( | ) | ||
| Net assets acquired | ||||
The receivables acquired (which principally comprised trade receivables and other receivables) with a fair value of US$
The initial accounting for the property, plant and equipment acquired in the above business combination with fair value of US$
Non-controlling interests
Non-controlling interests in Kuala Lumpur Hotel Group are measured by reference to the proportionate share of recognized amounts of net identifiable assets of Kuala Lumpur Hotel Group at the date of acquisition.
Net cash inflow on acquisition of Kuala Lumpur Hotel Group
| US$’000 | ||||
| Cash and cash equivalents balances acquired | ||||
As of December 31, 2025, the Group paid HK$
F-20
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 21. | ACQUISITION OF SUBSIDIARIES - continued |
| (iii) | Acquisition of Dao by Dorsett Hornsey, London |
On June 2, 2026, the Group completed the acquisition of a
Consideration transferred
The total consideration for the acquisition was US$
| US$’000 | ||||
| Cash paid at completion | ||||
| Deferred consideration | ||||
| Total consideration | ||||
The deferred consideration is payable within
| US$’000 | ||||
| Acquisition of | ||||
| Assignment of shareholder loan | ||||
| Total consideration | ||||
| US$’000 | ||||
| Cash and cash balances | ||||
| Accounts receivable | ||||
| Prepayments, deposits and other receivables | ||||
| Property, plant and equipment | ||||
| Accounts payable | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Amounts due to shareholders | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Net assets acquired | ||||
The receivables acquired (which principally comprised trade receivables and other receivables) with a fair value of US$
The initial accounting for the property, plant and equipment acquired in the above business combination with fair value of US$
F-21
THE GENERATION ESSENTIALS GROUP
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE six months ended JUNE 30, 2026
| 21. | ACQUISITION OF SUBSIDIARIES - continued |
| (iii) | Acquisition of Dao by Dorsett Hornsey, London - continued |
Net cash inflow on acquisition of Hornsey Hotel Group
| US$’000 | ||||
| Cash and cash equivalents balances acquired | ||||
As of December 31, 2025, the intermediate holding company paid GBP
| 22. | SUBSEQUENT EVENTS |
The Group has evaluated events and transactions occurring after the reporting period ended June 30, 2026, up to the date these condensed consolidated financial statements were authorized for issuance. There have been no significant events subsequent to the end of the reporting period that require adjustment to or disclosure in these condensed consolidated financial statements.
F-22