424B3 1 form424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-283527

Prospectus Supplement No. 1 to Prospectus dated December 20, 2024

ESGL HOLDINGS LIMITED

17,241,380 Ordinary Shares

This Prospectus Supplement No. 1 (this “Supplement”) relates to the prospectus of ESGL Holdings Limited (the “Company”), dated December 20, 2024 (the “Prospectus”), relating to the resale by certain selling shareholders named in the Prospectus (the “Selling Shareholders”), of up to 17,241,380 of our ordinary shares, $0.0001 par value per share (the “Ordinary Shares”).

This Supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus, except to the extent that the information in this Supplement supersedes the information contained in the Prospectus, and may not be delivered without the Prospectus.

This Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Report on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2025, disclosing the unaudited consolidated financial statements of the Company for the six month period ended June 30, 2025, including Management’s Discussion and Analysis of Financial Condition and Results of Operations for such period (the “Form 6-K Report”). Accordingly, we have attached the Form 6-K Report to this prospectus supplement.

Our Ordinary Shares are listed on Nasdaq Capital Market under the symbol “ESGL.” On September 30, 2025, the last reported sales price of our Ordinary Shares was $3.90 per share.

Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 7 of the Prospectus to read about factors you should consider before you make an investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 1 is October 1, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 September 2025

Commission File No. 001-41772

ESGL Holdings Limited

101 Tuas South Avenue 2

Singapore 637226

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

Information Contained in this Form 6-K Report

This Form 6-K is being filed to include the unaudited consolidated financial statements of ESGL Holdings Limited (the “Company”) for the six month period ended June 30, 2025 (including Management’s Discussion and Analysis of Financial Condition and Results of Operations for such period).

The following exhibits are attached:

EXHIBIT NO.		DESCRIPTION
99.1		Unaudited Consolidated Financial Statements as of June 30, 2025 including Management’s Discussion and Analysis of Financial Condition and Results of Operations for such period)
EX-101 INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
EX-101 SCH		Inline XBRL Taxonomy Extension Schema Document
EX-101 CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
EX-101 DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
EX-101 LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
EX-101 PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ESGL Holdings Limited

	By:	/s/ Ho Shian Ching
	Name:	Ho Shian Ching
	Title:	Chief Financial Officer

Dated: October 01, 2025

Exhibit 99.1

ESGL Holdings Limited

Unaudited Condensed Interim Consolidated Financial Statements

June 30, 2025 and June 30, 2024

ESGL Holdings Limited

Consolidated Statement of Financial Position

As at June 30, 2025 and December 31, 2024


			Unaudited
			June 30, 2025			December 31, 2024
	Note		US$			US$
ASSETS
Current assets
Cash and cash equivalents				141,804			634,882
Trade and other receivables		12		1,118,218			1,040,542
Inventories		13		453,860			440,194
Total current assets				1,713,882			2,115,618
Non-current assets
Property, plant and equipment, net		10		20,134,853			20,762,483
Intangible assets, net		11		3,389,962			2,977,311
Total non-current assets				23,524,815			23,739,794

Total assets				25,238,697			25,855,412

LIABILITIES
Current liabilities
Trade and other payables		16		5,172,836			4,449,950
Lease liabilities		15		239,551			221,254
Borrowings		17		3,929,917			4,319,182
Tax liabilities				67,100			92,211
Total current liabilities				9,409,404			9,082,597

Non-current liabilities
Lease liabilities (non-current)		15		2,024,345			1,926,702
Deferred tax liabilities		18		270,809			133,000
Total non-current liabilities				2,295,154			2,059,702

Total liabilities				11,704,558			11,142,299

Net assets				13,534,139			14,713,113

EQUITY
Share Capital		19		13,832			13,616
Accumulated losses				(103,186,391	)		(100,619,185	)
Other reserves				3,422,799			3,422,799
Share premium reserve		14		99,004,833			97,047,941
Exchange Reserves				(692,074	)		(123,198	)
Revaluation Surplus		14		14,971,140			14,971,140
Total equity				13,534,139			14,713,113

The accompanying notes form an integral part of these consolidated financial statements

Page 2

ESGL Holdings Limited

Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Financial

Periods ended June 30, 2025 and 2024


	Unaudited
	June 30, 2025			June 30, 2024
	US$			US$

Revenue		2,716,369			3,487,879

Other income		465,604			282,213

Cost of inventory		(138,444	)		(78,366	)

Logistics costs		(446,806	)		(264,638	)

Depreciation of property, plant and equipment		(807,756	)		(781,394	)

Amortization of intangible assets		(604,652	)		(559,340	)

Employee benefits expense		(2,129,031	)		(1,049,897	)

Finance expense		(122,217	)		(147,128	)

Other operating expenses		(1,398,746	)		(1,212,273	)

Loss before income tax		(2,465,679	)		(322,944	)

Income tax expense		(101,527	)		(148,480	)

Net loss		(2,567,206	)		(471,424	)

Other comprehensive (loss)/income :		-

Items that will not be reclassified subsequently to profit or loss:

Net (loss)/surplus on revaluation of leasehold land and buildings		-			(186,684	)

Items that may be reclassified subsequently to profit or loss:

Exchange difference on revaluation of leasehold land and buildings		-			337,283

Foreign currency translation adjustments		(568,876	)		-
Total comprehensive (loss)/income		(3,136,082	)		(320,825	)

Loss per share		(0.07	)		(0.03	)

The accompanying notes form an integral part of these consolidated financial statements

Page 3

ESGL Holdings Limited

Consolidated Statement of Changes in Equity for the Financial Periods ended June 30, 2025 and 2024


	Unaudited
	Share capital		Revaluation reserve		Exchange reserve			Share premium reserve			Other reserve		Accumulated losses			Total equity
		US$		US$		US$			US$			US$		US$			US$

2024
Beginning of financial year		10,892		14,971,140		(123,198	)		89,725,052			3,422,799		(99,985,928	)		8,020,757
Issuance of new shares		1,000		-		-			2,458,675			-		-			2,459,675
Share issuance expense		-		-		-			-			-		-			-
Loss for the year		-		-		-			-			-		(471,424	)		(471,424	)
Balance as of June 30, 2024		11,892		14,971,140		(123,198	)		92,183,727			3,422,799		(100,457,352	)		10,009,008

2025
Beginning of financial year		13,616		14,971,140		(123,198	)		97,047,941			3,422,799		(100,619,185	)		14,713,113
Balance		13,616		14,971,140		(123,198	)		97,047,941			3,422,799		(100,619,185	)		14,713,113
Issuance of new shares		216		-		-			1,997,660			-		-			1,997,876
Share issuance expenses		-		-		-			(40,768	)		-		-			(40,768	)
Movements in translation reserves		-		-		(568,876	)		-			-		-			(568,876	)
Loss for the year		-		-		-			-			-		(2,567,206	)		(2,567,206	)
Balance as of June 30, 2025		13,832		14,971,140		(692,074	)		99,004,833			3,422,799		(103,186,391	)		13,534,139
Balance		13,832		14,971,140		(692,074	)		99,004,833			3,422,799		(103,186,391	)		13,534,139

The accompanying notes form an integral part of these consolidated financial statements

Page 4

ESGL Holdings Limited

Consolidated Statement of Cash Flows for the Financial Periods ended June 30, 2025 and 2024


			Unaudited
			June 30, 2025			June 30, 2024
	Note		US$			US$
Cash flows from operating activities
Loss before income tax				(2,465,679	)		(322,944	)

Adjustments for:
- Prepaid forward purchase agreement written-off				-			969

- Depreciation of property, plant and equipment		10		807,756			781,394
- Amortisation of intangible assets		11		604,652			559,340
- Interest income				(6	)		(3	)
- Interest expense		8		122,217			147,128
- Employee equity incentive plan				1,237,876			-
- Foreign exchange adjustment				(35	)		(191,391	)
Total adjustments				306,781			974,493
Changes in operating assets and liabilities :
- Trade and other receivables				(77,676	)		40,746
- Inventories				(13,666	)		(14,498	)
- Trade and other payables				722,885			(1,043,521	)
Net cash used in operating activities				938,324			(42,780	)

Cash flows from investing activities
Purchase of property, plant and equipment				(180,126	)		(38,697	)
Additions to intangible assets				(1,017,303	)		(653,849	)
Interest received				6			3
Net cash used in investing activities				(1,197,423	)		(692,543	)

Cash flows from financing activities
Proceeds from bank borrowings				-			747,197
Repayment of bank borrowings				(680,821	)		(1,691,453	)
Shares issuance				760,000			2,459,675
Shares issuance expense				(40,768	)		-
Repayment of underwriting fees				-			(600,000	)
Repayments of lease liabilities				(150,173	)		(143,228	)
Interest paid				(122,217	)		(147,128	)
Net cash (used in)/generated from financing activities				(233,979	)		625,063

Net decrease in cash and bank balances				(493,078	)		(110,260	)

Cash and cash equivalents
Beginning of the financial year				634,882			366,761
End of the financial period				141,804			256,501

The accompanying notes form an integral part of these consolidated financial statements

Page 5

ESGL Holdings Limited

Consolidated Statement of Cash Flows for the Financial Periods ended June 30, 2025 and 2024

Reconciliation of liabilities arising from financing activities

SEC Form 424B3 filed by ESGL Holdings Limited