a) Authorized Share Capital

The Group’s authorized common shares were 50,000,000 with par value of HK$0.0078 (US$0.001).

b) Issued Share Capital

 SCHEDULE OF ISSUED SHARE CAPITAL

On January 12, 2026, the “Company entered into an underwriting in connection with issuance and sale by the Company of 2,500,000 ordinary shares, par value US$0.001 per share at a price of US$4.00 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Underwriters were granted an option for a period of 45 days to purchase from the Company up to an additional 375,000 Ordinary Shares, at the same price per share, to cover over-allotments, if any. In connection with the IPO, the Company listed its Ordinary Shares on the NYSE American Market (“NYSE American”), and the Ordinary Shares commenced trading on NYSE American on January 13, 2026 under the symbol “GCDT”. On February 12, 2026, the Company issued and sold to the underwriter an additional of 375,000 Ordinary Shares at a price of US$4.00 per share, pursuant to the full exercise of the Over-Allotment Option. As a result, a total of 2,875,000 Ordinary Shares were issued in the IPO. 

GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026, 2025 AND 2024

(Expressed in Hong Kong Dollars)

c) Share premium

SCHEDULE OF SHARE PREMIUM 

Note:

1.

On January 12, 2026, the “Company entered into an underwriting in connection with issuance and sale by the Company of 2,500,000 ordinary shares, par value US$ 0.001 per share at a price of US$ 4.00 per share, less underwriting discounts and commissions. The IPO closed on January 14, 2026. The Company received net proceeds from the IPO of approximately US$8,566,625 equivalent to HK$66,819,675 after deducting the underwriting discounts and commissions, the non-accountable expense allowance and offering expenses payable to the underwriter and the other service parties amounted to US$1,433,375. (excluding any exercise of the Over-Allotment Option in connection with the IPO).

Pursuant to the Underwriting Agreement, the Underwriters were granted an option for a period of 45 days to purchase from the Company up to an additional 375,000 Ordinary Shares, at the same price per share, to cover over-allotments, if any. On February 12, 2026, the Company issued and sold to the underwriter an additional of 375,000 Ordinary Shares at a price of US$ 4.00 per share, pursuant to the full exercise of the Over-Allotment Option. As a result, the Company received an additional of US$1,365,000 equivalent to HK$10,647,000 after deducting the underwriting discounts, the non-accountable expense allowance and legal fee amounted to US$135,000.

2.

On January 14, 2026, pursuant to the Underwriting Agreement, the Company issued underwriters’ warrant which entitled the holder to purchase up to an aggregate of 62,500 Ordinary Shares (“Underwriters’ Warrants”). Pursuant to the Underwriting Agreement and the IPO Prospectus, the Underwriters’ Warrants may be exercised beginning on September 30, 2026, until September 30, 2029. The initial exercise price of the Underwriters’ Warrants is US$4.00 per share, which represents 100% of the offering price per share in the IPO. The fair value of the warrants on issue date is HK$1,284,075 and the amount is deducted from the share premium.

3.

On December 10, 2021, the Group entered into a debt settlement agreement (the “Agreement”) with a certain creditor to fully extinguish an outstanding financial liability of HK$4,600,000. Pursuant to the terms of the Agreement, the loan and the accrued interests with the amount of HK$6,286,549 will be settled through the issuance of shares by the listed entity GCDT.

In full and final settlement of the obligation, the Group issued 600,000 ordinary shares in December 2021, and the fair value was at US$4.00 per share (equivalent to approximately HK$31.20 per share at the translation rate of US$1.00 to HK$7.80), when the Group consummated its IPO on January 14, 2026, representing a total equity value of US$2,400,000 (equivalent to approximately HK$18,720,000).

In accordance with IFRS 9 Financial Instruments and IFRIC 19, the equity instruments issued were measured at their transaction-date fair value. The excess of the fair value of the ordinary shares issued over the carrying amount of the derecognized financial liability, amounting to HK$12,433,451, has been recognized as a loss on extinguishment of financial liabilities within other incomes/(losses) in the Consolidated Statement of Loss and Comprehensive Loss for the year ended March 31, 2026. The corresponding equity increase was recorded under share premium accounts within the Consolidated Statement of Changes in Equity.

The share premium account is governed by the Companies Law of the Cayman Islands and may be applied by the Company subject to the provisions, if any, of its memorandum and articles of association in paying distributions or dividends to equity shareholders.

No distribution or dividend may be paid to the equity shareholders out of the share premium account.

d) Other reserve

Other reserve comprised of (i) waiver of amount due from director who is equity participant in the Group, amounted of HK$3,021,782 and wavier of officer’s remuneration of HK$1,200,000; (ii) merging amount of HK$6,999,999 that the difference between the consideration of HK$1 and BOCA’s share capital of HK$7,000,000, and (iii) the fair value of warrants of HK$1,284,075 issued to the underwriters of the IPO as compensation.

The table below set forth the movement and outstanding warrants during the years ended March 31, 2026, 2025 and 2024.

SCHEDULE OF MOVEMENT AND OUTSTANDING WARRANTS

The Company had the following outstanding warrants as at Mach, 31, 2026.

SCHEDULE OF OUTSTANDING WARRANTS

GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026, 2025 AND 2024

(Expressed in Hong Kong Dollars)