Exhibit 99.1
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JULY 31, 2026
(In U.S. dollars)
CL Workshop Group Limited and Subsidiaries | Swift Top Capital Resources Limited and Subsidiaries Disposal | Pro Forma Consolidated | ||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Other Investment | - | 1,163 | - | |||||||||
| Property, plant and equipment, net | 287,388 | 2,403 | 284,973 | |||||||||
| Right-of-use assets, net | 101,467 | 61,752 | 39,715 | |||||||||
| Total non-current assets | 388,855 | 65,318 | 324,688 | |||||||||
| Current assets | ||||||||||||
| Inventories | 457,542 | 115,110 | 342,432 | |||||||||
| Prepayments | 1,101,632 | 697,849 | 403,783 | |||||||||
| Trade and other receivables, net | 4,138,924 | 1,704,678 | 2,360,960 | |||||||||
| Amounts due from the Group | - | 49,096 | - | |||||||||
| Prepaid income tax | 73,404 | - | 73,404 | |||||||||
| Restricted bank deposits | 18,458 | - | 18,458 | |||||||||
| Cash and bank balances | 2,238,204 | 55,642 | 2,182,562 | |||||||||
| Total current assets | 8,028,164 | 2,622,375 | 5,381,599 | |||||||||
| Total assets | 8,417,019 | 2,687,693 | 5,706,287 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 3,521,857 | 169,294 | 3,352,563 | |||||||||
| Contract liabilities | 56,514 | 14,729 | 41,785 | |||||||||
| Bank borrowings | 3,311,434 | 2,538,972 | 772,462 | |||||||||
| Other borrowings | 474,077 | 474,077 | - | |||||||||
| Amounts due to an ultimate beneficial shareholder | 484,261 | - | 484,261 | |||||||||
| Lease liabilities | 51,430 | 30,197 | 21,233 | |||||||||
| Income Tax Payable | 8,426 | - | 8,426 | |||||||||
| Amount due to the other group | - | - | 49,096 | |||||||||
| Total current liabilities | 7,907,999 | 3,227,269 | 4,729,826 | |||||||||
| Net current assets | 120,165 | (604,894 | ) | 651,773 | ||||||||
| Non-current liabilities | ||||||||||||
| Other borrowings | 77,132 | - | 77,132 | |||||||||
| Lease liabilities | 56,745 | 37,889 | 18,856 | |||||||||
| Total non-current liabilities | 133,877 | 37,889 | 95,988 | |||||||||
| Total liabilities | 8,041,876 | 3,265,158 | 4,825,814 | |||||||||
| Capital and reserves | ||||||||||||
| Share capital | 132,425 | - | 132,425 | |||||||||
| Capital reserves | 30,053,810 | - | 30,053,810 | |||||||||
| Accumulated comprehensive losses | (29,810,078 | ) | (577,465 | ) | (29,304,748 | ) | ||||||
| Equity attributable to owners of the Company | 376,157 | (577,465 | ) | 881,487 | ||||||||
| Non-controlling interest | (1,014 | ) | - | (1,014 | ) | |||||||
| Total equity | 375,143 | (577,465 | ) | 880,473 | ||||||||
| Total liabilities and equity | 375,143 | (577,465 | ) | 880,473 | ||||||||
CL WORKSHOP GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2025
(In U.S. dollars)
CL Workshop Group Limited and Subsidiaries | Removal of Swift Top Capital Resources Limited Disposal Group(a) | Note | Pro Forma Adjustments | Pro Forma Consolidated | ||||||||||||||
| Revenue | 14,584,171 | (7,444,804 | ) | (b) | 567,709 | 7,707,076 | ||||||||||||
| Cost of revenue | (13,183,875 | ) | 6,467,610 | - | (6,716,265 | ) | ||||||||||||
| Gross profit | 1,400,296 | (977,194 | ) | 567,709 | 990,811 | |||||||||||||
| Net foreign exchange losses | (28,858 | ) | 175,158 | - | 146,300 | |||||||||||||
| Other income, net | 67,792 | (962,849 | ) | (b) | 962,418 | 67,361 | ||||||||||||
| Impairment loss (recognized on) reversal of financial asset and prepayment | (3,003,244 | ) | - | - | (3,003,244 | ) | ||||||||||||
| Selling and distribution expenses | (884,579 | ) | 492,305 | - | (392,274 | ) | ||||||||||||
| Administrative expenses | (3,416,160 | ) | 1,163,579 | - | (2,252,581 | ) | ||||||||||||
| Finance income | 3,254 | (3,216 | ) | - | 38 | |||||||||||||
| Finance costs | (503,286 | ) | 278,911 | - | (224,375 | ) | ||||||||||||
| Loss before income tax | (6,364,785 | ) | 166,694 | 1,530,127 | (4,667,964 | ) | ||||||||||||
| Income tax (expenses) credits | (51,950 | ) | 7,334 | - | (44,616 | ) | ||||||||||||
| Loss for the year from continuing operations | (6,416,735 | ) | 174,028 | 1,530,127 | (4,712,580 | ) | ||||||||||||
| Other comprehensive loss from continuing operations: | ||||||||||||||||||
| Exchange difference arising from translation of foreign operations | 569,489 | (702,574 | ) | - | (133,085 | ) | ||||||||||||
| Other comprehensive loss from continuing operations | 569,489 | (702,574 | ) | - | (133,085 | ) | ||||||||||||
| Total comprehensive loss for the year from continuing operations | (5,847,246 | ) | (528,546 | ) | 1,530,127 | (4,845,665 | ) | |||||||||||
NOTE 1 –INTRODUCTION
On August 28, 2026, Nature Flooring (Europe) Company Limited (the “Vendor”) entered into a sale and purchase agreement (the “Disposal”) with Mrs. Un Son I (the “Purchaser”). Pursuant to the Disposal, the Purchaser agreed to purchase the entire issued share capital of Swift Top Capital Resources Limited (“ST”), a wholly owned subsidiary of the Company, for cash consideration of US$1.00 (the “Purchase Price”). Upon closing of the transaction contemplated by the Disposal, the Company and the Vendor will no longer have control over ST. We refer to the foregoing transactions contemplated by the sale and purchase agreement collectively as the “Transaction”.
Basis of Presentation
The unaudited pro forma consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X, using the assumptions set forth to in the notes to the unaudited pro forma financial statements. The unaudited pro forma profit & loss statement and other comprehensive income for the year ended December 31, 2025 presented below are derived from the historical financial statements of the Company, adjusted to give effect to the Transaction. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and the respective history financial information from which it was derived, including:
| (1) | The historical financial statements and the accompanying notes of the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025 filed with the SEC on April 27, 2026. |
The unaudited pro forma consolidated statement of financial position as of July 31, 2026 gives effect to the Transaction as if it had occurred on July 31, 2026. The unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2025 gives effect to the Transaction as if occurred on January 1, 2025 and carried forward through the twelve months ended December 31, 2025.
The pro forma adjustments are preliminary and have been made solely for informational purposes. The unaudited pro forma consolidated financial statements are not intended to represent and does not purport to be indicative of what the combined financial condition or results of operations of the Company would have been had the Transaction been completed on the applicable dates. In addition, the pro forma financial statements do not purport to project the future financial condition and results of operations of the Company. In the opinion of management, all necessary adjustments to the unaudited pro forma consolidated financial statements have been made.
NOTE 2 – PRO FORMA RECLASSIFICATION AND ADJUSTMENTS
The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial statements, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Disposal, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the disposal results of Disposal. The unaudited pro forma consolidated financial statements do not reflect the non-recurring cost of any integration activities or benefits from the Disposal including potential synergies that may be generated in future periods.
The unaudited pro forma consolidated statement of profit and loss and other comprehensive income for the year ended December 31, 2025 reflects the following transaction accounting adjustments related to the Disposal:
| (a) | The removal of the Swift Top Capital Resources Limited disposal group. The Company determined that the Disposal of the Swift Top Capital Resources Limited did not meet the criteria to be reported as discontinued operations. |
| (b) | The removal of intergroup transactions between the disposal group and remaining group. |
NOTE 3 – SUBSEQUENT EVENT – PRIVATE PLACEMENT
On August 7, 2026, subsequent to the period covered by this report, the Company consummated the private placement (the “Private Placement”), pursuant to which the Company sold, and the investors purchased, 12,300,000 units (the “Units”) at a purchase price of US$0.20 per Unit.
Each Unit consists of (i) one American Depositary Share (the “ADS”), representing eight Class A ordinary shares of the Company, par value US$0.001 per share (the “Class A Ordinary Shares”), and (ii) one warrant (the “Warrant”) to purchase three ADSs. The Warrants have an exercise price of US$0.25 per ADS, will become exercisable on the date that the resale registration statement is declared effective by the U.S. Securities and Exchange Commission and will expire one year thereafter.
The aggregate gross proceeds to the Company from the Private Placement were approximately US$2.46 million, before deducting any offering expenses payable by the Company and excluding any proceeds that may be received by the Company upon exercise of the Warrants. After deducting such offering expenses, the net proceeds to the Company from the Private Placement were approximately US$1.84 million, excluding any proceeds from the exercise of the Warrants. Assuming all Warrants are exercised for cash, the Company would receive additional gross proceeds of approximately US$9.23 million.