Green Build Technology Limited: Response to SGX-ST Queries on FY2025 Annual Report

Key Developments and Business Updates

• Lease Termination of Hotel Nuve Elements Plus: The lease for the hotel at 41 Hong Kong Street, Singapore expired on 31 December 2025. Element Plus did not renew the lease due to an unmanageable rental increase demanded by the landlord. This hotel was the sole revenue-generating business for Green Build Technology Limited (GBTL) in FY2025.
• Interim Business Activities: From January to mid-February 2026, Element Plus provided handover services to the new hotel management and consultancy services using available staff, continuing to generate income during this period.
• Pursuit of New Opportunities: Anticipating the lease expiry, GBTL actively sought new hotel lease opportunities. On 5 January 2026, a non-binding MOU was signed with Nuve City Pte. Ltd. to acquire a majority stake in Hotel Nuve Urbane Pte. Ltd., which manages a 62-room hotel at King George’s Avenue, Singapore.
• Completion of Acquisition: The sale and purchase agreement for 5,100 ordinary shares (51% equity interest) in Hotel Nuve Urbane Pte. Ltd. (“Urbane”) was finalized on 13 March 2026 for S\$26,000 in cash. Urbane is now a subsidiary of GBTL, expanding the Group’s hotel management footprint from a 30-room hotel to a 62-room establishment.

Shareholder-Relevant Information & Potentially Price-Sensitive Details

• Materiality of the Acquisition: The acquisition did not trigger announcements or shareholder approval requirements under SGX Listing Rules, as the relative figures calculated (net profit, consideration vs. market capitalization) were below the thresholds (<5%). However, the acquisition is strategic, representing a shift in operational scale and revenue potential for GBTL.
• Economic Transfer Terms: All profits and losses from Urbane were transferred to GBTL (51%) and the seller (49%) effective from 1 January 2026, regardless of the completion date, giving GBTL immediate economic participation and management control.
• Financial Effects (Proforma):
  • Group revenue would increase from S\$1,216,000 to S\$3,693,000 after acquisition.
  • Net loss narrows from S\$1,149,000 to S\$1,128,000.
  • Net operating cashflow turns positive: from negative S\$46,000 to positive S\$223,000.
  • Net asset value and working capital both improve slightly, indicating enhanced financial stability.

  These figures are based on management accounts and are for illustrative purposes only.

• Going Concern Assumptions: Despite a net loss and net current liabilities, GBTL’s Board asserts it is a going concern, citing ongoing hotel management business and improved cashflow from the Urbane acquisition. The statutory auditors, however, issued a disclaimer of opinion due to uncertainty over these assumptions.
• Short-term Debt Management: On 29 April 2026, GBTL entered into a subscription agreement with Helyon Pte. Ltd. to issue 600 million new shares at S\$0.016/share and 360 million free warrants (exercise price S\$0.02/share). This capital injection is intended to address short-term debt obligations and strengthen liquidity.
• No Other New Business Agreements: As of the announcement date, aside from the Urbane acquisition, GBTL has not entered into any other new business or project agreements to increase revenue or profits.
• Directors’ and Shareholders’ Interests: No directors or substantial shareholders have any interest in the Urbane acquisition beyond their shareholding in GBTL. No new board appointments or service contracts are associated with this transaction.

Implications for Investors

• The acquisition of Urbane appears to be a strategic move that could materially improve GBTL’s revenue base and cashflow, expanding its hotel operations in Singapore.
• The capital raise through share placement and warrants is a significant event, likely to affect share dilution but also addresses liquidity concerns and ongoing debt obligations.
• The Board’s assertion of going concern, despite the auditors’ disclaimer, is noteworthy and may affect investor confidence and valuations.
• The absence of other new business agreements means GBTL’s immediate growth prospects hinge largely on the successful integration and performance of Urbane.

Conclusion

Investors should closely monitor GBTL’s ability to realize synergies from the Urbane acquisition, manage its short-term debt with the newly raised capital, and deliver improved financial results in the coming periods. The events disclosed are potentially price-sensitive, particularly the acquisition, capital raising, and auditors’ disclaimer – all of which could impact share value depending on execution and market interpretation.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult professional advisors before making investment decisions. The financial figures provided are based on management accounts and proforma assumptions, and actual results may differ.

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