Exhibit 99.1
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of March 31, 2026 | As of September 30, 2025 | |||||||||
| Notes | USD’000 | USD’000 | ||||||||
| (Unaudited) | ||||||||||
| ASSETS AND LIABILITIES | ||||||||||
| NON-CURRENT ASSETS | ||||||||||
| Plant and equipment, net | ||||||||||
| Right-of-use assets, net | 13 | |||||||||
| Security deposit | ||||||||||
| Digital assets | 14 | |||||||||
| Note receivables | 10 | |||||||||
| Total non-current assets | ||||||||||
| CURRENT ASSETS | ||||||||||
| Trade receivables | ||||||||||
| Inventories | ||||||||||
| Other receivables and prepayments | ||||||||||
| Loan receivable | 9 | |||||||||
| VAT receivable | ||||||||||
| Cash and bank balances | ||||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Trade payables | 11 | |||||||||
| Accrued liabilities and other payables | 12 | |||||||||
| Note payables | 15 | |||||||||
| Deferred revenue | ||||||||||
| Amounts owed to related parties | 17 | |||||||||
| Lease liabilities | 13 | |||||||||
| Taxes payables | ||||||||||
| Total current liabilities | ||||||||||
| NET CURRENT ASSETS | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Lease liabilities | 13 | |||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| NET ASSETS | ||||||||||
| EQUITY | ||||||||||
| Reserves | 16 | |||||||||
| Non-controlling interest | ||||||||||
| Total equity | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
| SIX MONTHS ENDED MARCH 31, | ||||||||||
| 2026 | 2025 | |||||||||
| Notes | USD’000 | USD’000 | ||||||||
| Net sales | 5 | $ | $ | |||||||
| Cost of goods sold | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||
| Other income | 5 | |||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||||
| Administrative expenses | ( | ) | ( | ) | ||||||
| Finance costs | 6 | ( | ) | ( | ) | |||||
| Other expenses | ( | ) | ( | ) | ||||||
| Loss before taxation | 6 | ( | ) | ( | ) | |||||
| Income tax expense | 7 | ( | ) | ( | ) | |||||
| Net loss for the period | ( | ) | ( | ) | ||||||
| Net income (loss) attributable to | ||||||||||
| Equity holders of the Company | ( | ) | ( | ) | ||||||
| Non-controlling interest | ||||||||||
| Net loss | ( | ) | ( | ) | ||||||
| Other comprehensive loss | ||||||||||
| Exchange differences on translation of financial statements of foreign operations | ( | ) | ||||||||
| Exchange differences on translation of financial statements of foreign operations - non-controlling interest | ( | ) | ||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||
| Total comprehensive income (loss) attributable to | ||||||||||
| Equity holders of the Company | ( | ) | ( | ) | ||||||
| Non-controlling interest | ||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||
| Net loss per share attributable to the equity holders of the Company * | ||||||||||
| Basic and Diluted (USD)** | 8 | ) | ) | |||||||
| * | reflected the 1-for-6 reverse split effective on March 5, 2026. |
| ** |
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| Share Capital | Reverse recapitalization reserve | Merger reserve | Share-based payment reserves | Statutory reserve | Capital reserve | Retained earnings | Currency translation reserve | Total | Non-controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||
| USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | USD’000 | ||||||||||||||||||||||||||||||||||
| Notes | 16 | |||||||||||||||||||||||||||||||||||||||||||
| Balance at October 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Exchange difference on transaction of financial statements of foreign operations | ||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Shares issued for paying off interest payable | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of long-term notes into common shares | ||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation - employee share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance at October 1, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Exchange difference on transaction of financial statements of foreign operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Issuance of new shares for equity financing | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of long-term notes into common shares | ||||||||||||||||||||||||||||||||||||||||||||
| Equity compensation - employee share-based compensation | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended March 31, | ||||||||||
| 2026 | 2025 | |||||||||
| Notes | USD’000 | USD’000 | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||
| Loss before taxation | $ | ( | ) | $ | ( | ) | ||||
| Adjustments for | ||||||||||
| Operating lease charge | ||||||||||
| Depreciation of plant and equipment | ||||||||||
| Gain on disposal of plant and equipment | ( | ) | ||||||||
| Fair value gain on digital assets | ( |
|||||||||
| Loss on convertible note conversion | 15 | |||||||||
| Interest expense on note payables | 15 | |||||||||
| Standstill fee on note payables | 15 | |||||||||
| Share based compensation | 16 | |||||||||
| Interest expense on lease liabilities | 13 | |||||||||
| Amortization of original issue discount of convertible note | 15 | |||||||||
| Operating cash flows before working capital changes | ( | ) | ||||||||
| (Increase) decrease in trade receivables | ( | ) | ||||||||
| (Increase) in inventory | ( | ) | ||||||||
| (Increase) decrease in other receivables and prepayments | ( | ) | ||||||||
| (Increase) decrease in loan receivable | ( | ) | ||||||||
| Increase (decrease) in trade payables | 11 | ( | ) | |||||||
| (Decrease) in deferred revenue | ( | ) | ( | ) | ||||||
| (Decrease) in taxes payable | ( | ) | ( | ) | ||||||
| Increase in accrued liabilities and other payables | 12 | |||||||||
| Cash used in operations | ( | ) | ( | ) | ||||||
| Income tax paid | ( | ) | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||
| Acquisition of fixed assets | ( | ) | ( | ) | ||||||
| Proceeds from collection of note receivables | 10 | |||||||||
| Purchase of digital assets | 14 | ( | ) | |||||||
| Proceeds from disposal of digital assets | 14 | |||||||||
| Purchase of available-for-sale financial asset | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||
| Payment for lease liabilities | 13 | ( | ) | ( | ) | |||||
| Issuance of share capital for equity financing | 16 | |||||||||
| Proceeds from promissory note | 15 | |||||||||
| Advance from (Repayment to) related parties | 17 | ( | ) | |||||||
| Net cash generated from financing activities | ||||||||||
| NET DECREASE IN CASH & CASH EQUIVALENTS | ( | ) | ( | ) | ||||||
| CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||||
| EFFECT OF FOREIGN EXCHANGE RATE DIFFERENCES | ( | ) | ||||||||
| CASH & CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
ANTELOPE ENTERPRISE HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2026
(UNAUDITED)
1. GENERAL INFORMATION
Antelope Enterprise Holdings Limited (“Antelope Enterprise” or the “Company”), formerly known as China Ceramics Co., Ltd (“CCCL”), is a British Virgin Islands company operating under the BVI Business Companies Act (2004) with its shares listed on the NASDAQ Stock Market (Ticker: AEHL). The head office of the Company is located at Room 1802, Block D, Zhonghai International Center, Hi-Tech Zone, Chengdu, Sichuan Province, the People’s Republic of China (“PRC”).
On March 5, 2026, the Company effected a one-for-six reverse split of its issued and outstanding Class A ordinary shares.
Antelope Enterprise and its subsidiaries’ corporate structure as of March 31, 2026 was as follows:

2. BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the audited consolidated financial statements and related footnotes on Form 20-F for the nine months ended September 30, 2025 as filed with the Securities and Exchange Commission. The accompanying unaudited condensed consolidated interim financial statements reflect all normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results for the interim periods presented. Results for the six months ended March 31, 2026 are not necessarily indicative of the results expected for the full fiscal year or for any future period.
Effective January 1, 2024, the Company changed its financial statements presentation of its reporting currency from RMB to USD or (US: $). Financial information for all periods presented in the filing were recast into the new reporting currency using a methodology consistent with IAS 21. Accordingly, the interim consolidated financial statements as of March 31, 2026 and September 30, 2025, and for the six months ended March 31, 2026 and 2025 were presented in USD, unless otherwise stated. They were approved for issue by the Audit Committee of the Board of Directors and the Board of Directors on June 30, 2026.
These interim financial statements have been prepared in accordance with the same accounting policies adopted in the 2025 annual financial statements, and accounting policy changes that are expected to be reflected in the 2026 annual financial statements. Details of any changes in accounting policies are set out in note 3.
These interim financial statements contain condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2025 annual financial statements.
3. CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
Effective January 1, 2024, the Company changed its presentation currency from RMB to USD to be more relevant to users.
Prior to January 1, 2024, the Company reported its annual and interim consolidated financial statements in RMB. In making this change in presentation currency, the Company followed the recommendations set out in IAS 21, the Effects of Change in Foreign Exchange Rates.
All resulting exchange differences arising from the translation are included as separate component of other comprehensive income (loss).
The effect of the change in presentation currency to USD was applied prospectively in the financial statements effective January 1, 2024. The financial position of the Company as of January 1, 2024 has been translated from RMB to USD at an exchange rate of .
All transactions for the Company are recorded in USD from January 1, 2024 and onwards. Transactions denominated in currencies other than USD are considered foreign currency transactions. Foreign currency transactions are translated into USD using the foreign currency rates prevailing at the date of the transaction. Period-end balances of monetary assets and liabilities in foreign currency are translated to USD using period-end foreign currency rates. Foreign currency gains and losses arising from the settlement of foreign currency transactions are recognized in profit or loss.
At the date of authorization of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the six months ended March 31, 2026 and which have not been adopted in these financial statements. These include the following which may be relevant to the Group:
| Standard | Effective date | |
| IFRS 18 Presentation and Disclosure in Financial Statements | 1 January 2027 | |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | |
| Amendments to IFRS 19: Subsidiaries without Public Accountability: Disclosures | 1 January 2027 | |
| IAS 21 Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21) | 1 January 2027 | |
| Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | Date to be determined |
The management of the Company anticipate that the application of all the new and amendments to IFRSs will have no material impact on the consolidated financial statements in the foreseeable future.
Investment Transactions
Digital assets are accounted for as intangible assets under IAS 38 Intangible Assets. They are initially measured at cost. Subsequently, they are measured using the revaluation model and are carried at their revalued amount, being fair value at the date of revaluation less any subsequent accumulated impairment losses. Fair value is determined in accordance with IFRS 13 Fair Value Measurement using quoted prices in active markets (Level 1 inputs), based on the principal or most advantageous market. Revaluation increases are recognized in other comprehensive income and accumulated in equity within the revaluation surplus, except to the extent that they reverse a previous revaluation decrease recognized in profit or loss. Revaluation decreases are recognized in profit or loss to the extent they exceed any existing revaluation surplus relating to the same asset; otherwise, they are recognized in other comprehensive income by reducing the revaluation surplus.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of interim financial statements in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. These estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to digital assets, useful lives and impairment assessment of plant and equipment, impairment loss recognized in respect of plant and equipment, income tax, provision for deferred tax, impairment of trade and other receivables, share-based payment transaction. Actual results may differ from these estimates.
5. REVENUE AND OTHER INCOME
| a) | Revenue comprises the fair value of the consideration received or receivable for the sale of goods. | |
| An analysis of the Company’s revenue and other income is as follows: |
| For the six months ended March 31, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| USD’000 | USD’000 | |||||||
| Revenues | ||||||||
| Business management and consulting | ||||||||
| Livestreaming ecommerce | ||||||||
| Other | ||||||||
| Total revenues | ||||||||
| Other income | ||||||||
| Interest income | ||||||||
| Tax subsidies | ||||||||
| Write-back of payable | ||||||||
| Other income | ||||||||
| Total other income | ||||||||
| b) | Segment reporting |
The Company identifies operating segments and prepares segment information based on the regular internal financial information reported to the Chief Executive Officer and executive directors, who are the Company’s chief operating decision makers for their decisions about the allocation of resources to the Company’s business components and for their review of the performance of those components.
All of the Company’s operations are considered by the chief operating decision makers to be aggregated into two reportable operating segments: 1) the provision of livestreaming ecommerce industry which was acquired as part of a strategic transformation towards trending technology businesses in China to mitigate the challenging conditions in the real estate market in China, and associated industries like the Company’s legacy ceramic tile business, and (2) business management and consulting. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Company’s chief operating decision makers in deciding how to allocate resources and in assessing performance.
The business of the Company is engaged entirely in the PRC. The Chief Executive Officer and executive directors regularly review the Company’s business as one geographical segment.
The following table shows the Company’s operations by business segment for the six months ended March 31, 2026 and 2025.
| For the six months ended March 31, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| USD’000 | USD’000 | |||||||
| Revenues | ||||||||
| Business management and consulting | $ | $ | ||||||
| Livestreaming ecommerce | ||||||||
| Other | ||||||||
| Total revenues | ||||||||
| Cost of goods sold | ||||||||
| Business management and consulting | ||||||||
| Livestreaming ecommerce | ||||||||
| Total cost of goods sold | ||||||||
| Operating costs and expenses | ||||||||
| Business management and consulting | ||||||||
| Livestreaming ecommerce | ||||||||
| Other | ||||||||
| Total operating costs and expenses | ||||||||
| Other expense | ||||||||
| Business management and consulting | ||||||||
| Livestreaming ecommerce | ||||||||
| Other | ||||||||
| Total other expense | ||||||||
| Other income | ||||||||
| Business management and consulting | ||||||||
| Livestreaming ecommerce | ||||||||
| Other | ||||||||
| Total other income | ||||||||
| Loss from operations | ||||||||
| Business management and consulting | ||||||||
| Livestreaming ecommerce | ||||||||
| Other | ( | ) | ( | ) | ||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| As
of March 31, 2026 (Unaudited) | As
of September 30, 2025 | |||||||
| USD’000 | USD’000 | |||||||
| Segment assets | ||||||||
| Business management and consulting/software | ||||||||
| Livestreaming ecommerce | ||||||||
| Others | ||||||||
| Total assets | ||||||||
6. LOSS BEFORE TAXATION
| For the six months ended March 31, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| USD’000 | USD’000 | |||||||
| Finance costs | ||||||||
| Interest expense on lease liabilities | ||||||||
| Interest expense on note payables | ||||||||
| Depreciation of fixed assets | ||||||||
| Depreciation charge of right-of-use assets for leases | ||||||||
| Marketing and promotion expense | ||||||||
7. INCOME TAX
| For the six months ended March 31, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| USD’000 | USD’000 | |||||||
| Current Tax: | ||||||||
| PRC Income Tax Expense | ||||||||
British Virgin Islands Profits Tax
The Company has not been subject to any taxation in this jurisdiction for the six months ended March 31, 2026 and 2025.
Hong Kong Profits Tax
US Income Tax
The
Company’s U.S. subsidiaries are subject to U.S. federal income tax rate of
PRC Income Tax
Most
subsidiaries of the Company in the PRC are subject to the enterprise income tax in accordance with “PRC Enterprise Income Tax
Law”, and the applicable income tax rate for the six months ended March 31, 2026 and 2025 is
| For the six months ended March 31, | ||||||||
| 2026 (Unaudited) | 2025 (Unaudited) | |||||||
| USD’000 | USD’000 | |||||||
| Loss attributable to holders of ordinary shares (USD’000): | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Weighted average number of ordinary shares outstanding used in computing basic earnings per share * | ||||||||
| Weighted average number of ordinary shares outstanding used in computing diluted earnings per share * | ||||||||
| Income (loss) per share - basic (USD) | ( | ) | ( | ) | ||||
| Income (loss) per share - diluted (USD) ** | ( | ) | ( | ) | ||||
| * |
| ** |
9. LOAN RECEIVABLE
From
March 31, 2023 to March 31, 2026, Anhui Zhongjun Enterprise Management Co., Ltd (“Anhui Zhongjun”) borrowed a total of $
10. NOTE RECEIVABLES
On
April 28, 2023, the Company completed the sale of Stand Best Creation Limited and its subsidiaries, Hengda and Hengdali, to New
Stonehenge Limited for a total of $
11. TRADE PAYABLES
| As of | ||||||||
| March 31, 2026 (Unaudited) | September 30, 2025 | |||||||
| USD’000 | USD’000 | |||||||
| Trade payables | ||||||||
Trade payables are denominated in Renminbi, non-interest bearing and generally settled within 120-day terms. All of the trade payables are expected to be settled within one year. The carrying value of trade payables is considered to be a reasonable approximation of fair value.
12. ACCRUED LIABILITIES AND OTHER PAYABLES
| As of | ||||||||
| March 31, 2026 (Unaudited) | September 30, 2025 | |||||||
| USD’000 | USD’000 | |||||||
| Accrued salary | ||||||||
| Others | ||||||||
Accrued liabilities consist mainly of accrued rental, wages and utility expenses.
The carrying value of accrued liabilities and other payables is considered to be a reasonable approximation of fair value.
13. RIGHT-OF-USE ASSETS AND LEASES LIABILITIES
(a) Amounts recognized in the consolidated statement of financial position
The carrying amounts of right-of-use assets for lease are as below:
| Net book amount at September 30, 2025 | $ | |||
| Net book amount at March 31, 2026 | $ |
The lease liabilities are as below:
| March 31, 2026 (Unaudited) | September 30, 2025 | |||||||
| USD’000 | USD’000 | |||||||
| Lease liabilities - current | ||||||||
| Lease liabilities – non-current | ||||||||
Contractual undiscounted cash flows for the leases:
| As of March 31, 2026 (Unaudited) | ||||||||||||
| Within one year | One to five years | Total contractual undiscounted cash flow | ||||||||||
| USD’000 | USD’000 | USD’000 | ||||||||||
| Undiscounted cash flows for the leases: | ||||||||||||
Contractual undiscounted cash flows for the leases:
| As of September 30, 2025 | ||||||||||||
| Within one year | One to five years | Total contractual undiscounted cash flow | ||||||||||
| USD’000 | USD’000 | USD’000 | ||||||||||
| Undiscounted cash flows for the leases: | ||||||||||||
(b) Amounts recognized in the consolidated income statement
The consolidated income statement shows the following amounts relating to leases:
| Six months ended | ||||
| March 31, 2026 (Unaudited) | ||||
| USD’000 | ||||
| Amortization charge of right-of-use assets | ||||
| Interest expense | ||||
| Six months ended | ||||
| March 31, 2025 (Unaudited) | ||||
| USD’000 | ||||
| Amortization charge of right-of-use assets | ||||
| Interest expense | ||||
The
total cash outflow in financing activities for leases during the six months ended March 31, 2026 and 2025 was $
14. DIGITAL ASSETS
During the six months ended March 31, 2026, the Company purchased digital assets from BitGo Trust Company, a digital asset infrastructure and financial services company. The table below summarizes the amounts shown on the Company’s consolidated balance sheet as of March 31, 2026.
| March 31, 2026 (Unaudited) | ||||||||||||
| Units | Cost Basis | Fair Value | ||||||||||
| Digital assets held: | ||||||||||||
| Bitcoin | $ | $ | ||||||||||
Bitcoin
does not represent cash, cash equivalents, or a stablecoin, and it is not redeemable or convertible on a dollar-for-dollar basis
with any fiat currency. The value of Bitcoin is not fixed and is subject to market volatility, with prices determined by supply and
demand in active trading markets. As of March 31, 2026,
The following represents the changes in quantity of bitcoin and the respective fair value:
| Bitcoin | Fair Value | |||||||
| Beginning balance as of October 1, 2025 | $ | |||||||
| Bitcoin purchased | ||||||||
| Bitcoin sold | ( | ) | ( | ) | ||||
| Net realized gain on investments in bitcoin | ||||||||
| Ending balance as of March 31, 2026 | $ | |||||||
15. NOTE PAYABLES
Unsecured Promissory Note in December 2022
On
December 12, 2022, the Company entered into a note purchase agreement (the “2022 Note Purchase Agreement”) with an
investor, pursuant to which the Company issued to the investor an unsecured Promissory Note of $
During
the six months ended March 31, 2025, the Company amortized OID of and recorded $
Unsecured Promissory Note in July 2023
On
July 26, 2023, the Company entered into a note purchase agreement (“2023 Note Purchase Agreement”) with an investor, pursuant to
which the Company issued to the investor an unsecured Promissory Note of $
During
the six months ended March 31, 2025, the Company amortized OID of $
Unsecured Promissory Note in January 2024
On
January 25, 2024, the Company entered into a note purchase agreement (the “2024 Note Purchase Agreement”) with Guoxiang Hu
(the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note in the principal amount
of $
Global
Pacific Securities US Inc. (“Global Pacific”) has acted as the lead advisor of the Company for the transaction contemplated
in the 2024 Note Purchase Agreement, and the Company agreed to pay Global Pacific a cash fee equal to three percent (
In addition, the Company may not assign the Note without prior written consent of the Investor. The Investor may be sold, assigned or transferred by the Investor without the Company’s prior written consent. However, in the event that the Company has identified any individual(s) or entity(ies) that is satisfactory to the Company, to purchase the Note from the Investor, the Investor agreed to use his best efforts to sell, transfer and assign the Note to such individual or entity identified by the Company within ten (10) calendar days following receipt of a written notice from the Company, at a price that equal to the outstanding balance of the Note.
Under the 2024 Note Purchase Agreement, Weilai Zhang, our CEO and Chairman of the board, agreed to enter into a share pledge agreement with the Investor, on January 25, 2024 (the “Pledge Agreement”), to pledge all Class B ordinary shares of the Company, no par value (“Class B ordinary shares”) owned by him, including any additional Class B ordinary shares issued to him while the Note is outstanding, and any proceeds thereof to secure the Company’s payment and performance of any and all obligations, liabilities and indebtedness of the Company to the Investor pursuant to the terms of the 2024 Note Purchase Agreement.
During
the six months ended March 31, 2025, the Company recorded $
Unsecured Promissory Note in September 2024
On
September 25, 2024, the Company entered into a Note Purchase Agreement with an investor, pursuant to which the Company issued to the
Purchaser an unsecured Promissory Note of $
During
the six months ended March 31, 2025, the Company amortized OID of $
Unsecured Promissory Note in July 2025
On
July 24, 2025, the Company entered into a Note Purchase Agreement with an investor, pursuant to which the Company issued an unsecured
promissory note with an aggregate commitment of up to $
During
the six months ended March 31, 2026, the Company recorded $
16. SHARE CAPITAL
On March 5, 2026, the Company effected a one-for-six reverse split of its issued and outstanding Class A ordinary shares. The consolidated financial statements for the six months ended March 31, 2026 were retroactively restated to reflect this reverse split, unless otherwise specified.
| March 31, 2026 | September 30, 2025 | |||||||
| Number | Number | |||||||
| of shares | of shares | |||||||
| (Unaudited) | ||||||||
| Authorized: | ||||||||
| Preferred shares, no par value | ||||||||
| Class A Ordinary shares, no par value | ||||||||
| Class B Ordinary shares, no par value | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| Number | Number | |||||||
| of shares | of shares | |||||||
| (Unaudited) | ||||||||
| Outstanding and fully paid: | ||||||||
| Ordinary shares, no par value | ||||||||
| At October 1, 2025 | ||||||||
| Rounding due to share split reverse | ||||||||
| Issuance of new shares for equity financing | ||||||||
| Note conversion into shares | ||||||||
| Equity compensation | ||||||||
| At March 31, 2026 | ||||||||
Warrants
On
February 12, 2021, the Company entered into a Securities Purchase Agreement (“2021 SPA”) with certain institutional investors
for the sale of common shares, at a purchase price of $ per share. Concurrently with the sale of the Common Shares, pursuant
to the 2021 SPA the Company also sold warrants to purchase common shares. The Company sold the Common Shares and Warrants for aggregate
gross proceeds of approximately US$
In
addition, the Placement Agent of this offering also received five-year warrants (the “Compensation Warrants”) to purchase
up to a number of common shares equal to % of the aggregate number of shares sold in the Offering, including the warrant shares issuable
upon exercise of the Warrants, which such Compensation Warrants have substantially the same terms as the Warrants sold in the Offering,
except that such Compensation Warrants have an exercise price of $ per share and will be exercisable
| Grant date (investors and placement agent, respectively) | ||||
| Share price at date of grant (investors and placement agent, respectively) | US$ | |||
| Exercise price at date of grant (investors and placement agent, respectively) | US$ | & | ||
| Volatility | % | |||
| Warrant life | ||||
| Dividend yield | % | |||
| Risk-free interest rate | % | |||
| Average fair value at grant date | US$ | |||
On
June 10, 2021, the Company commenced a registered direct offering of securities, and executed a Securities Purchase Agreement (the “June
2021 SPA”) with
In addition, the Company issued warrants (the “Placement Agent Warrants”) to the Placement Agent to purchase a number of common shares equal to % of the aggregate number of shares sold to the investors in this offering, as well as the warrant shares issuable upon exercise of the Warrants issued in the concurrent private placement, as additional placement agency compensation. The Placement Agent Warrants have substantially the same terms as the Investor Warrants, except that the Placement Agent Warrants will have an exercise price of $ .
| Grant date (investors and placement agent, respectively) | ||||
| Share price at date of grant (investors and placement agent, respectively) | US$ | |||
| Exercise price at date of grant (investors and placement agent, respectively) | US$ | & | ||
| Volatility | % | |||
| Warrant life | ||||
| Dividend yield | % | |||
| Risk-free interest rate | % | |||
| Average fair value at grant date | US$ | |||
Following is a summary of the warrant activities for the six months ended March 31, 2026 (Unaudited):
| Weighted | ||||||||||||
| Average | ||||||||||||
| Remaining | ||||||||||||
| Average | Contractual | |||||||||||
| Number of | Exercise | Term in | ||||||||||
| Warrants | Price | Years | ||||||||||
| Outstanding at September 30, 2025 | $ | |||||||||||
| Exercisable at September 30, 2025 | ||||||||||||
| Issued | - | |||||||||||
| Exercised | - | |||||||||||
| Expired | - | |||||||||||
| Outstanding at March 31, 2026 | ||||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||
Following is a summary of the warrant activities for the nine months ended September 30, 2025:
| Weighted | ||||||||||||
| Average | ||||||||||||
| Remaining | ||||||||||||
| Average | Contractual | |||||||||||
| Number of | Exercise | Term in | ||||||||||
| Warrants | Price | Years | ||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||
| Exercisable at December 31, 2024 | ||||||||||||
| Issued | - | |||||||||||
| Exercised | - | |||||||||||
| Expired | - | |||||||||||
| Outstanding at September 30, 2025 | ||||||||||||
| Exercisable at September 30, 2025 | $ | |||||||||||
Equity Financing
On October 16, 2024, we entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, (the “Shares”), at a per share purchase price of $. The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
On October 30, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, (the “Shares”), at a per share purchase price of $ . The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
On November 14, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, (the “Shares”), at a per share purchase price of $ . The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
On December 30, 2024, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, (the “Shares”), at a per share purchase price of $ . The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
On January 8, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, at a per share purchase price of $ . The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
On January 15, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, at a per share purchase price of $ . The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
On July 8, 2025, the Company entered into a securities purchase agreement with several investors, pursuant to which the Company agreed to sell Class A ordinary shares, at a per share purchase price of $ . The gross proceeds to the Company from this offering are approximately $ , before deducting any fees or expenses.
Share-based Compensation
From
October 1, 2025 to March 31, 2026, the Company issued an aggregate of
From
October 1, 2025 to March 31, 2026, the Company issued an aggregate of
From
October 1, 2025 to March 31, 2026, the Company issued an aggregate of
From
October 1, 2025 to March 31, 2026, the Company issued aggregate of
17. RELATED PARTY BALANCES
Apart from those discussed elsewhere in these condensed consolidated financial statements, the following are significant related party balances:
| As of | ||||||||||
| March 31, 2026 (Unaudited) | September 30, 2025 | |||||||||
| USD’000 | USD’000 | |||||||||
| Weilai Zhang (the CEO’s farther) | Fund transfer in to support daily operation | |||||||||
| Lei Deng (legal representative of one of the subsidiaries) | Fund transfer in to support daily operation | |||||||||
| Baiya International Group Inc (major shareholder of the Company also controls this Company) | Fund transfer in to support daily operation | |||||||||
| Total | ||||||||||
The amounts due to related parties arise primarily from transactions in the ordinary course of the Company’s business. Such balances are non-interest-bearing and are payable on demand.
18. COMMITMENTS
a) Operating lease commitments
The Company leases production factories, warehouses and employees’ hostel from unrelated parties under non-cancellable operating lease arrangements. The leases have varying terms and the total future minimum lease payments of the Company under non-cancellable operating leases are payable as follows:
| As
of March 31, 2026 (Unaudited) | As of September 30, 2025 | |||||||
| USD’000 | USD’000 | |||||||
| Within one year | ||||||||
| After one year and within five years | ||||||||
| Total | ||||||||
The leases typically run for an initial period of three years, with an option to renew the lease when all terms are renegotiated. Lease payments are usually increased every three years to reflect market rentals. None of the leases includes contingent rentals.
(b) Capital commitments
The Company’s capital expenditures consist of expenditures on plant and equipment and capital contributions.
Capital expenditures contracted for at the balance sheet date but not recognized in the financial statements are as follows:
| As of | ||||||||
| March 31, 2026 (Unaudited) | September 30, 2025 | |||||||
| USD’000 | USD’000 | |||||||
| Contracted for capital commitment with respect to capital contributions to its wholly foreign owned subsidiaries in the PRC: | ||||||||
| Antelope Chengdu | ||||||||
| Antelope Future (Yangpu) | ||||||||
| Antelope Ruicheng Investment | ||||||||
| Wenzhou Kylin Cloud Service Technology | ||||||||
| Jiangxi Kylin Cloud Service Technology | ||||||||
| Anhui Kylin Cloud Service Technology | ||||||||
19. SUBSEQUENT EVENTS
The Company has evaluated all events that have occurred subsequent to March 31, 2026 through the date that the consolidated financial statements were issued. Management has concluded that the following subsequent events required disclosure in the financial statements:
On April 15, 2026, Antelope Enterprise Holdings Limited (the “Company”) entered into a Securities Purchase Agreement with an institutional investor pursuant to which the investor agreed to purchase Class A ordinary shares of the Company, no par value per share (the “Class A Shares”), at a purchase price of $ per share. The transaction closed on April 29, 2026. Upon closing, the Company issued an aggregate of Class A Shares to the investor for gross proceeds of approximately $ million.
On May 26, 2026, the Company entered into a Note Purchase Agreement with Stratosphere Capital Management Inc. for the issuance of a Convertible Promissory Note with an original principal amount of $ million. The Convertible Note is convertible into up to Class A ordinary shares of the Company, subject to its terms.