UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42523

GCL Global Holdings Ltd

(Exact Name of Registrant as Specified in its Charter)

29 Tai Seng Avenue, #02-01

Singapore 534119

(Address of Principal Executive Offices and ZipCode)

Registrant’s telephone number, includingarea code: +65 80427330

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐ 

OnAugust 29, 2025, in connection with the recently completed acquisition (the “Acquisition”) of Ban Leong Technologies Limited(“Ban Leong”) by GCL Global Holdings Ltd (“GCL” or the “Company”), the Company published Ban Leong’saudited financial statements for the fiscal years ended March 31, 2024 and 2025, and certain unaudited pro forma financial informationabout the Acquisition, a copy of which is being furnished as Exhibit 99.1 and 99.2, respectively hereto. It also published Ban Leong’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations for the last two fiscal years, a copy of whichis being furnished as Exhibit 99.3 hereto.

OnAugust 28, 2025, the Company issued a press release relating to its subsidiary, 2Game Digital Limited, a copy of which is furnished asExhibit 99.4 hereto.

ExhibitIndex 

SIGNATURES

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Company Registration No. 199303898C

Ban Leong Technologies Limited

Consolidated Financial Statements

March 31, 2025 and 2024

BAN LEONG TECHNOLOGIES LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

BAN LEONG TECHNOLOGIES LIMITED

Report of Independent Auditors

To the Shareholders and the Board of Directorsof Ban Leong Technologies Limited

Opinion

We have audited the consolidated financial statements of Ban LeongTechnologies Limited (the "Company"), which comprise the consolidated balance sheets as of March 31, 2025 and 2024, and therelated consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended,and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statementspresent fairly, in all material respects, the financial position of the Company at March 31, 2025 and 2024, and the results of its operationsand its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditingstandards generally accepted in United States of America (GAAS). Our responsibilities under those standards are further described in theAuditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent ofthe Company to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management for the FinancialStatements

Management is responsible for the preparationand fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States ofAmerica, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation offinancial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, managementis required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’sability to continue as a going concern for one year after the date that the financial statements are available to be issued.

BAN LEONG TECHNOLOGIES LIMITED

Report of Independent Auditors (continued)

Auditor’s Responsibilities for the Audit ofthe Financial Statements

Our objectives are to obtain reasonable assuranceabout whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’sreport that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is nota guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of notdetecting material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantiallikelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financialstatements.

In performing an audit in accordance with GAAS,we:

We are required to communicate with those chargedwith governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internalcontrol-related matters that we identified during the audit.

/s/ Ernst & Young LLP

Singapore

August 26,2025

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED BALANCE SHEETS

(Amounts in Singapore dollars (“$”)

The accompanyingnotes are an integral part of the consolidated financial statements.

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Singapore dollars (“$”)

The accompanyingnotes are an integral part of the consolidated financial statements.

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’EQUITY

(Amounts in Singapore dollars (“$”)

The accompanyingnotes are an integral part of the consolidated financial statements.

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Singapore dollars (“$”)

The accompanyingnotes are an integral part of the consolidated financial statements.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Ban Leong Technologies Limited(the “Company”) is a limited liability company which is domiciled and incorporated in Singapore and is listed on theMainboard of Singapore Exchange Securities Trading Limited (“SGX-ST”).

The Company is principally engaged inthe wholesale and distribution of computer peripherals, accessories and other multimedia products.

As of March 31, 2025, the Company’ssubsidiaries are as follows:

Basisof Preparation and Principles of Consolidation

The accompanying consolidated financialstatements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.GAAP”).

The accompanying consolidated financialstatements include the accounts of Ban Leong Technologies Limited and its controlled subsidiaries. All intercompany accounts and transactionshave been eliminated in consolidation.

Non-controlling interests

For the Company’s non-wholly ownedsubsidiaries, a non-controlling interest is recognized to reflect portion of equity that is not attributable, directly or indirectly,to the Company. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interestsin the Company’s consolidated balance sheets and consolidated statements of operation and comprehensive income. Cash flows relatedto transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash flows.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Use of estimates

Thepreparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and revenues and expenses during the periods presented.

Significant accounting estimates reflected in the Company’s consolidatedfinancial statements include, but are not limited to, the allowance for credit losses of accounts receivable inventory valuation allowancesprincipally comprised of allowances for excess and obsolete inventory, and the estimated fair value of our investment in convertible notes.Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

Foreigncurrency transactions and translation

The functional currency of the Company’sparent is Singapore dollars (“$” or “SGD”), whereas the functional currency of the Company’s subsidiariesare the respective local currencies. The Company uses the SGD as its reporting currency. Transactions denominated in currencies otherthan functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currencyusing the applicable exchange rates at the balance sheet dates. Exchange differences are recorded in the consolidated statements of operations.

Assets and liabilities of the Company’ssubsidiaries that have functional currencies other than SGD are translated into SGD at the rates of exchange prevailing at the balancesheet dates and all income and expense items are translated at the average rates of exchange over the year. All exchange differences arisingfrom the translation of foreign subsidiaries’ financial statements are recorded in the consolidated statements of comprehensiveincome.

Cash andcash equivalents

Cash and cash equivalents consist ofcash on hand and time deposits or other highly liquid investments placed with banks which are unrestricted as to withdrawal or use andhave original maturities of less than three months.

Accounts receivable

Accountsreceivable is recognized and carried at the original invoiced amount less an allowance for credit losses and do not bear interest. Customerswho owe accounts receivable, are granted credit terms based on their credit metrics. The Company adopted ASU 2016-13 “FinancialInstruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”)on its accounts receivable using the modified retrospective approach, starting from April 1, 2021 and records the allowance for expectedcredit losses as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “general andadministrative” in the consolidated statements of comprehensive income. The Company assesses collectability by reviewing accountsreceivable on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offeringsand on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determiningthe amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of theaccounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions,reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collectfrom customers. As of March 31, 2025 and 2024, the Company provided allowance for credit losses of $200,029 and $182,690, respectively.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Inventories

Inventories are stated at the lowerof cost or net realizable value. Weighted average method is the inventory valuation method applied to these inventories. Inventories mainlyinclude physical computer peripherals, accessories and other multimedia products which are purchased from the Company’s suppliersas merchandized goods. Inventories are reviewed for potential write-down for estimated obsolete or unmarketable inventories to their estimatednet realizable value based upon forecasts for future demand and market conditions. For the years ended March 31, 2025 and 2024, $138,935and $47,134 of inventories allowances were recorded, respectively.

Investmentin convertible note

The Company holds an investment in convertiblenotes with a fair value of $3,502,200 as of March 31, 2025 and 2024, respectively. The investment is included in current Other receivablesand other assets, net and non-current Other receivables and other assets, net in the Consolidated Balance Sheets as of March 31, 2025and 2024, respectively. The investment is recorded at fair value under the fair value option in accordance with ASC 825-10, Fair ValueOption, and ASC 325-20, Investments-Other.

The convertible notes were issued byan unrelated privately held company and earn fixed interest at 6% per annum. The convertible notes may be converted in part or in wholeat the Company’s discretion within 36 months from the issuance date. The notes mature on December 29, 2025. The Company is not obligedto convert the convertible notes and may elect to redeem them upon maturity. As of March 31, 2025, no such conversion has taken place.For the years ended March 31, 2025 and 2024, the Company recognised interest income of $82,800 and $82,220, respectively, based on theinterest rate of the convertible notes.

By electing the fair value option, theembedded conversion feature is not separately bifurcated or accounted for as a derivative. Instead, the fair value of the instrument asa whole captures the economic effect the embedded features.

Changes in fair value are recognizedin earnings in the period in which they occur. Changes in fair value were not material for the year ended March 31, 2025. For the yearended March 31, 2024, the Company recognized net unrealized gains of $2,155,200 related to the convertible notes, which is included inOther income, net in the Consolidated Statements of Comprehensive Income.

The Company believes this accountingtreatment best reflects the economic substance of the investment and aligns with the way the instrument is managed and evaluated internally.

The aggregate principal amount of theconvertible notes was $1,341,000 and $1,347,000 as of March 31, 2025 and 2024, respectively. The excess fair value over principal reflectsthe estimated value of the embedded equity conversion feature.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Fair valuemeasurements

Financial instruments of the Companyprimarily include trade receivables, other receivables and deposits, investments in convertible notes, cash and cash equivalents, tradepayables, bills payable to banks (unsecured) and short-term loans, other payables and accruals. The Company applies ASC 820, Fair ValueMeasurements and Disclosures (“ASC 820”), in measuring fair value. ASC 820 defines fair value, establishes a framework formeasuring fair value and requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fairvalue hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs thatreflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputsthat are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputswhich are supported by little or no market activity.

ASC 820 describes three main approachesto measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approachuses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based onthe value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currentlybe required to replace an asset.

Assets and liabilities measured at fair value on a recurring basisas of March 31, 2025 and 2024 are summarized below:

The fair values of the investment in convertible notes were estimatedusing the Black-Scholes Model. The key inputs to the model are as follows:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Fair valuemeasurements (continued)

Significant unobservable inputs usedin the level 3 fair value measurements primarily include the share price of investee at measurement date, which was primarily derivedfrom recent fundraising transactions executed by the investee. The Company did not participate in such transactions. The potential impactsof dilution and lack of marketability were not significant to the valuation. The notes do not pay dividends and there are no market conditionsto conversion.

The fair value for certain assets andliabilities such as cash and cash equivalents, accounts receivable, other receivable and other assets, bank loans, accounts payable, otherpayables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments.

Property,plant and equipment

Property, plant and equipment are statedat cost and depreciated using the straight-line basis over the estimated useful lives of the assets, as follows:

The cost and related accumulated depreciationof assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements ofoperation and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewalsand betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods ofdepreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Impairment of long-livedassets other than goodwill

The Company evaluates its long-livedassets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that willimpact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur,the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscountedcashflows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flowsis less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount ofthe assets over their fair value. Fair value is generally determined through various valuation techniques including discounted cash flowmodels, quoted market values and third-party independent appraisals, as considered necessary.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Comprehensive income

Comprehensive income is defined as the changes in equity of the Companyduring a period from transactions and other events and circumstances excluding transactions resulting from investments by shareholdersand distributions to shareholders. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required tobe recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayedwith the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive income includesnet loss and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive loss.

Leases

The Company determines if an arrangementis a lease at inception in accordance with ASC 842, Leases (“ASC 842”). Leases are classified as operating or finance leasesin accordance with the recognition criteria in ASC 842-10-25. The Company’s leases do not contain any material residual value guaranteesor material restrictive covenants.

Lessee accounting

The Company recognizes right-of-use(“ROU”) assets and liabilities on the lease commencement date based on the present value of lease payments over the leaseterm. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowingrate based on the information available at the lease commencement date in determining the present value of lease payments. This incrementalborrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments inthe same currency, for a similar term, in a similar economic environment. The ROU assets also include any lease payments made, net oflease incentives. Lease terms are based on the non-cancellable term of the lease and may contain options to extend the lease when it isreasonably certain that the Company will exercise that option. Leases with an initial lease term of 12 months or less are not recordedon the consolidated balance sheets.

The Company has lease agreements withlease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combinelease and non-lease components for its leases. Variable lease payments not dependent on an index or rate are excluded from the ROU assetand lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. Operatinglease expense for lease payments is recognized on a straight-line basis over the lease term. A finance lease ROU asset is depreciatedon a straight-line basis over the lesser of the useful life of the leased asset or the lease term. Interest on each finance lease liabilityis determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Revenuerecognition

The Company applies the five-step modeloutlined in ASC 606. The Company accounts for a contract when it has approval and commitment from the customer, the rights of the partiesare identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Variableconsideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulativerevenue recognized under the contract will not occur. Timing of revenue recognition is generally the same as the timing of invoicing tocustomers. Using the practical expedient in ASC 606, the Company does not adjust the promised amount of consideration for the effectsof a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good orservice to the customer and when the customer pays for that good or service will be one year or less. The Company also elected to excludesales taxes and other similar taxes from the measurement of the transaction price, and accordingly, recognized revenues are net of valueadded taxes and surcharges.

Revenue from sales of computeraccessories and other multimedia products including data storage devices

The Company recognized the revenue fromsales of computer peripherals, accessories and other multimedia products at a point in time when control of the product is passed to theretailers, corporate and end customers, which is the point in time that the retailers, corporate and end customers are able to directthe use of and obtain substantially all of the economic benefit of the goods after the retailers pick up the products or the Company deliversthe products to the retailers’ appointed forwarding agent. The transfer of control typically occurs at a point in time based onconsideration of when the retailers have the obligation to pay for the goods, and physical possession of, legal title to, and the risksand rewards of ownership of the goods has been transferred, and the retailers and end users have accepted the goods. Revenue is recognizednet of estimates of variable consideration, including product returns, and customer discounts.

Product returns

Certain customers have the right to return the products sold within180 days of sales. Customers remedies may include exchange of the returned products. As a result, the right of return assets and relatedrefund liabilities is estimated and recorded as reduction in revenue, if necessary. The Company uses its accumulated historical experienceto estimate the number of returns on a portfolio level using the expected value method.

Cost ofrevenue

Cost of revenues consists mainly ofpurchases, rental costs, depreciation of property and equipment, freight and handling charges, and other expenses directly attributableto the sale of goods.

Employee benefit expenses

The Company maintains a government mandatedemployee provident fund scheme to cover employees. The employee provident fund schemes are considered a defined contribution plan. Employerand employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors.The Company has no further payment obligations once the contributions have been paid.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Income taxes

The Company follows the liability methodof accounting for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assetsand liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enactedtax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowanceto offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of thedeferred tax assets will not be realized. The assessment of realizability of deferred tax assets involves significant assumptions usedin the projection of future taxable income and the future reversal pattern of taxable temporary differences. The effect on deferred taxesof a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Company accounted for uncertainties in income taxes in accordancewith ASC 740. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference betweenthe tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognizedin accordance with ASC 740 are classified in the consolidated statements of comprehensive income as income tax expense.

In accordance with the provisions ofASC 740, the Company recognizes in its consolidated financial statements the impact of a tax position if a tax return position or futuretax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions thatmeet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greaterthan fifty percent likelihood of being realized upon settlement. The Company’s estimated liability for unrecognized tax benefits,if any, will be recorded in the “other non-current liabilities” in the accompanying consolidated financial statements is periodicallyassessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developmentswith respect to tax audits, and expiration of the statute of limitations. The actual benefits ultimately realized may differ from theCompany’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Company’s consolidated financialstatements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Company to adjust therecognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognizedin the period in which the changes occur.

Contingencies

The Company adheres to ASC 450, “Contingencies”for the recognition, measurement, and disclosure of commitments and contingencies. The Company records accruals for certain of its outstandinglegal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.The Company evaluates, on a quarterly basis, developments in legal proceedings or claims that could affect the amount of any accrual,as well as any developments that would make a loss contingency both probable and reasonably estimable. The Company discloses the amountof the accrual if it is material.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Contingencies (continued)

When a loss contingency is not bothprobable and estimable, the Company does not record an accrued liability but discloses the nature and the amount of the claim, if material.However, if the loss (or an additional loss in excess of the accrual) is at least reasonably possible, then the Company discloses an estimateof the loss or range of loss, unless it is immaterial or an estimate cannot be made. The assessment of whether a loss is probable or reasonablypossible, and whether the loss or a range of loss is estimable, often involves complex judgments about future events. Management is oftenunable to estimate the loss or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings arein the early stages, or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaintsamong different jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters,including eventual loss, fine, penalty or business impact, if any.

Concentration of credit risk

Assets that potentially subject theCompany to significant concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. The Companyexpects that there is no significant credit risk associated with cash and cash equivalents, which were held by reputable financial institutionsin the jurisdictions where the Company and its subsidiaries are located. The Company believes that it is not exposed to unusual risksas these financial institutions have high credit quality. Accounts receivables are typically unsecured and are derived from revenues earnedfrom reputable customers. As of March 31, 2025 and 2024, the Company had no customer with a receivable balance exceeding 10% of the totalaccounts receivable balance. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on itscustomers and its ongoing monitoring process of outstanding balances.

Interest rate risk

The Company is exposed to interest raterisk on its interest-bearing liabilities. As of March 31, 2025 and 2024, a hypothetical 0.15% increase or decrease in annual interestrates of SGD-denominated borrowings and MYR-denominated borrowings, in aggregate, would increase or decrease total interest expense byapproximately $2,792 (2024: $3,129).

Foreigncurrency risk

The Company has transactional currencyexposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of Companyentities, primarily Singapore Dollar (“SGD”), Malaysian Ringgit (“MYR”) and Thai Baht (“THB”). The foreigncurrencies in which these transactions are denominated are mainly United States Dollar (“USD”). Approximately 13% (2024: 14%)of the Company’s sales are denominated in foreign currencies whilst almost 20% (2024: 22%) of costs are denominated in the respectivefunctional currencies of the Company entities. The Company’s trade receivables and trade payables balances at the end of reporting periodhave similar exposures.

The Company also holds cash and cashequivalents denominated in foreign currencies for working capital purposes. The Company is also exposed to currency translation risk arisingfrom its net investments in foreign operations, including Malaysia, Thailand, Australia and China. The Company’s net investments in foreignsubsidiary companies are not hedged as currency positions in these respective currencies are considered to be long-term in nature.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Foreigncurrency risk (continued)

Sensitivity analysis forforeign currency risk

The following table demonstrates thesensitivity of the Company’s net income before taxes to a reasonably possible change in the USD, MYR and THB exchange rates (against SGD),with all other variables held constant.

Adoption of new accounting pronouncements

Effective April 1, 2024, the Companyadopted the amended guidance of Accounting Standards Codification (ASC) 848, Reference Rate Reform, which provides optional expedientsand exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certaincriteria are met. The guidance applies only to contracts, hedging relationships, and other transactions that reference LIBOR or anotherreference rate expected to be discontinued because of reference rate reform. The transition did not have an impact on the consolidatedfinancial statements.

Recent accounting pronouncements

Effective March 31, 2026, the Companywill be required to adopt ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparencyand decision usefulness of income tax disclosures. The amendments address investor requests for more transparency about income tax informationthrough improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The adoptionof the amended guidance will result in expanded disclosures in the Company’s income taxes footnote but is not expected to have animpact on the consolidated financial statements.

Effective March 31, 2028, the Companywill be required to adopt ASU 2024-03, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of income statement expenses, which will require tabular disclosure of certain operating expenses disaggregatedinto categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The adoptionof the amended guidance will result in expanded disclosures in the Company’s footnotes but is not expected to have an impact onthe consolidated financial statements.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Cash at bank earns interest at floatingrates based on daily bank deposit rates.

Included in cash and cash equivalentsof the Company are amounts denominated in foreign currencies as follows:

Expected creditlosses

The movement ofthe allowance accounts used to record the impairment are as follows:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

As of March 31, 2025 and 2024, inventory valuation reserves, whichare principally comprised of allowances for estimated excess and obsolete inventories, amounted to $138,935 and $47,134 respectively.

Other receivables include marketingreceivables from suppliers.

The depreciation expenses of propertyand equipment recognised for the years ended March 31, 2025 and 2024 were $295,895 and $278,535 respectively.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Bills payable to banks (unsecured) haverepayment terms of approximately 30 to 120 days. Bills payable to banks bear interest at average rates ranging from 3.37% to 4.90% (2024:4.45% to 5.09%) per annum.

Short-term loans (unsecured) have repaymentterms of approximately 30 to 180 days. Short-term loans bear interest at average rates at 4.64% (2024: 5.03%) per annum.

A reconciliation of liabilitiesarising from the Company’s financing activities is as follows:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Accounts payable – third partiesare non-interest bearing and have an average term of 30 to 60 days’ terms.

Goods and Service Tax (“GST”)payables comprise output tax collected on sales and is offset by input tax claims on business purchases. The amount of GST payable tothe taxation authority is included as part of payables in the statement of financial position.

Included in accounts payable of theCompany are amounts denominated in foreign currencies as follows:

Other payables include advances fromsuppliers for support of future programs.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Lessee Accounting

The Company has lease contracts forcertain office and warehouse premises, motor vehicles and office equipment used in its operations. The Company’s obligations under itsleases are secured by the lessor’s title to the leased assets. Generally, the Company is restricted from assigning and subleasing theleased assets. There are several lease contracts that include extension and termination options and variable lease payments.

Maturities of leaseliabilities are as follows:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Lessee Accounting(continued)

The holders of ordinary shares areentitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. Theordinary shares have no par value.

Returned shares relate to 681,818 ordinaryshares of the Company that was transferred from Christine Anne McGregor and Innovision Technology Australia Pty Ltd to the Company asa result of the compensation for the shortfall in guaranteed profits in prior years.

The Company acquired 1,492,000 (2024: 3,444,500)shares in the Company through purchases on the Singapore Exchange during the financial year. The total amount paid to acquire the shareswas $502,981 (2024: $1,201,694) and this was presented as a component within shareholders’ equity.

As of March 31, 2025 and 2024, thereturned and treasury shares are still legally outstanding and had not been cancelled.

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Accumulated other comprehensiveincome

Accumulated other comprehensive incomeconsists of foreign currency translation reserve which is used to record exchange differences arising from the translation of the financialstatements of foreign operations whose functional currencies are different from that of the Company’s presentation currency.

Other reserve

Other reserve represents non-distributableamounts set aside in compliance with local laws of certain overseas subsidiary companies.

In 2024, the directors of the Companyrecommend that a final one-tier tax exempt dividend of 1.60 cent per ordinary share amounting to $1,748,619 to be paid in respect of thefinancial year ended March 31, 2024. The proposed dividend, which is subject to shareholders’ approval at the forthcoming Annual GeneralMeeting of the Company, has not been accrued as liability as at March 31, 2024.

The following table presents the Company’srevenues from contracts with customers disaggregated by material revenue category:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Interest income

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

Singapore

The Company’s subsidiaries incorporatedin Singapore, are subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted inaccordance with relevant Singapore tax laws. The applicable corporate income tax rate is 17% in Singapore, with 75% of the first $10,000taxable income and 50% of the next $190,000 taxable income being exempted from income tax.

Malaysia

The Company’s subsidiary incorporatedin Malaysia is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculatedat the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respectthereof. Under the Income Tax Act of Malaysia, enterprises that are incorporated in Malaysia are usually subject to a unified 24% enterpriseincome tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis.

Thailand

The Company’s subsidiary incorporatedin Thailand is governed by the income tax laws of Thailand and the income tax provision in respect of operations in Thailand is calculatedat the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respectthereof. The applicable corporate income tax rate is 20% in Thailand.

China

The Company’s subsidiary incorporatedin China is governed by the income tax laws of China and the income tax provision in respect of operations in China is calculated at theapplicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof.The applicable corporate income tax rate is 25% in China.

Income tax expense for the years endedMarch 31, 2025 and 2024 amounted to $893,015 and $955,401, respectively.

The current and deferred componentsof income tax expenses appearing in the consolidated statements of comprehensive income are as follows:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

A reconciliation between income taxexpenses and the product of accounting profit multiplied by the applicable corporate rate for the years ended March 31, 2025 and 2024is as follows:

The Company has unrecognised tax lossesof S$298,000 (2024: Nil) and unutilised capital allowances of S$3,000 (2024: Nil) at the reporting date which can be carried and usedto offset against future taxable income subject to meeting certain statutory requirements. The tax losses and capital allowances haveno expiry date.

The corporate income tax rates applicableto the overseas subsidiaries are as follows:

Net income before income taxes by jurisdiction are as following:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

The following table reconcilesSingapore statutory rates to the Company’s effective tax rate:

Deferred tax

The significant components of the Company’sdeferred tax assets are as follows:

Unrecognized Tax Benefit

The Company evaluated its income taxuncertainty under ASC 740-10. ASC 740-10 clarifies the accounting for uncertainty in income taxes by prescribing the recognition thresholda tax position is required to meet before being recognized in the financial statements. As of and for the years ended March 31, 2025,there was no significant impact from tax uncertainties on the Company’s financial position and result of operations.

The Company had the following relatedparty transactions:

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS

(Amounts in Singapore dollars (“$”)

We have evaluated subsequent events from the balance sheet date throughAugust 26, 2025, the date these consolidated financial statements were available to be issued, and no material subsequent events haveoccurred since March 31, 2025, that require recognition or disclosure in the financial statements other than the following: 

On April 30, 2025, Epicsoft Asia Pte. Ltd (“the Offeror”)announced that it intends to make a voluntary conditional cash offer (the “Offer”) in accordance with Rule 15 of the SingaporeCode on Take-overs and Merger for all the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited, excludingreturned shares and treasury shares. On May 7, 2025, the Company appointed Asian Corporate Advisors Pte. Ltd. as the Independent FinancialAdvisor to guide the Independent Directors in their recommendation to shareholders. A notification letter was dispatched to shareholderson May 21, 2025, providing instructions for accessing the Offer Document. The Offer was declared unconditional by the Offeror on May 27,2025. On June 3, 2025, the Offeree Circular was released, detailing the IFA's advice and the Independent Directors' recommendation. OnJune 12, 2025, the Offeror announced the level of acceptances and its intention to exercise compulsory acquisition rights under Section215(1) of the Companies Act, while the Company simultaneously reported a loss of Free Float Requirement, resulting in the suspension oftrading of its shares. Finally, on July 2, 2025, the Offeror announced the close of the Offer and the final level of acceptances and wouldexercise on the compulsory acquisition on the remaining shares. On August 25, 2025, Epicsoft Asia Pte. Ltd. completed the compulsory acquisitionpursuant to 215(1) of the Companies Act.

Consequently,Epicsoft Asia Pte. Ltd. and GCL Global Holdings Ltd have become the immediate and ultimate holding company of the Company respectively.

On June 30, 2025, the Company announced that the Proposed Delistingwas approved following the Offeror's announcement on June 12, 2025, indicating its entitlement to exercise compulsory acquisition rightsunder Section 215(1) of the Companies Act. This action aims to acquire all Shares from Shareholders who have not accepted the Offer, ata price equal to the Final Offer Consideration, thereby facilitating the Compulsory Acquisition process. In view of the Proposed Delisting,the Company also concurrently made an application to the SGX-ST for waivers from compliance with certain rules of the Listing Manual inrelation to the convening of annual general meeting and issue of annual and sustainability reports. On August 26, 2025, Ban Leong TechnologiesLimited is delisted from the Mainboard of SGX-ST

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSEDCOMBINED FINANCIAL INFORMATION

On April 30, 2025, GCL Global Holdings Ltd (“GCL”)announced that its indirect wholly-owned subsidiary, Epicsoft Asia Pte. Ltd. (the “Offeror”), made a voluntary conditionalcash offer to acquire 100% of the issued shares of Ban Leong Technologies Limited (“Ban Leong”) (SGX: B26) at S$0.6029 pershare (approximately US$0.4484). The total estimated consideration for the transaction is approximately US$48.3 million, which was financedthrough a secured term loan facility from Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (the “HSBC term loanfacility”) and the Offeror’s cash on hand. The HSBC term loan facility is secured by all assets of GCL Global Pte Ltd, carriesa tenure of five years, and bears a floating interest rate ranging from 2.5% to 7.5%. Repayments are to be made quarterly, with the finalinstallment due in July 2030.

Ban Leong is a leading Singapore-based distributorof IT hardware, gaming components, and smart technology, with operations across Singapore, Malaysia, and Thailand. Ban Leong serves asan authorized distributor for major brands such as Razer, NVIDIA, and Samsung. The acquisition aligns with GCL’s strategy to expandits bundled gaming product offerings and enhance its distribution network in Asia. The transaction is expected to generate revenue synergiesthrough cross-selling opportunities and cost synergies from integrated procurement and logistics. GCL anticipates the acquisition willhave a positive impact on its financial performance.

The acquisition became probable on May 27, 2025,when the Offeror received valid acceptances exceeding 50% of Ban Leong’s total issued share capital. Subsequently on July 2, 2025,the Offeror announced the successful close of its voluntary unconditional cash offer for Ban Leong. The Offeror received valid acceptancefor 104,122,998 ordinary shares, representing 96.59% of the total issued share capital, at the offer price of S$0.6029 per share. As theOfferor has received valid acceptances of more than 90% of the total number of issued shares of Ban Leong, the Offeror exercised its rightof compulsory acquisition under the Companies Act 1967 of Singapore. As of the date of this report, Ban Leong is a wholly-owned subsidiaryof Epicsoft Asia Pte. Ltd. and effective August 26, 2025, Ban Leong was officially delisted from the SGX-ST.

The following unaudited pro forma condensed combinedbalance sheet, unaudited pro forma condensed combined statement of income and comprehensive income, and the explanatory notes give effectto the mergers of Ban Leong Technologies Limited and Epicsoft Asia Pte. Ltd., a wholly-owned subsidiary of GCL Global Holdings Ltd.

The unaudited pro forma condensed combined statementof income and comprehensive income for the year ended March 31, 2025 have been prepared as if the mergers of Ban Leong Technologies Limitedand Epicsoft Asia Pte. Ltd. had been consummated on April 1, 2024. The unaudited pro forma condensed combined balance sheet as of March31, 2025 has been prepared as if the mergers of Ban Leong Technologies Limited and Epicsoft Asia Pte. Ltd. was consummated on March 31,2025.

The unaudited pro forma condensed combined statementsof income and comprehensive income combine the audited consolidated statement of income and comprehensive income of GCL for the yearended March 31, 2025 with the audited consolidated statement of income and comprehensive income of Ban Leong for the year ended March31, 2025, giving effect to the business acquisition, as if it had occurred as of April 1, 2024.

The unaudited pro forma condensed combined balancesheet as of March 31, 2025 combines the audited consolidated balance sheet of GCL as of March 31, 2025 with the audited consolidatedbalance sheet of Ban Leong as of March 31, 2025, giving effect to the business acquisition, as if it had been consummated as of March31, 2025.

The unaudited pro forma condensed combined financial statementshave been derived from and should be read in connection with:

The unaudited pro forma condensed combined financialinformation has been prepared in accordance with Article 11 of Regulation S- X as amended by the final rule, Release No. 33-10786 “Amendmentsto Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustmentcriteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”)and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’sAdjustments”). These pro forma adjustments were presented in separate columns after the presentation of the combined historicalinformation of GCL and Ban Leong. The Company has elected not to present Management’s Adjustments and will only be presenting TransactionAccounting Adjustments in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combinedfinancial information does not reflect future events that may occur after the combination. The unaudited pro forma condensed combinedfinancial information is provided for informational purposes only and is not necessarily indicative of a true picture of the financialposition and the results of operations of the combined companies following the completion of the combination. The pro forma adjustmentsare subject to material change and are based upon currently available information and certain assumptions that the Company believes arereasonable.

There were no significant accounting policy differencesor other items which required adjustment in the accompanying unaudited pro forma condensed combined financial statements.

GCL GLOBAL HOLDINGS LTD AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined BalanceSheet

As of March 31, 2025