Linkers Industries (LNKS) widens H1 loss, completes US$16M Nasdaq unit offering
Linkers Industries Limited reported unaudited results for the six months ended December 31, 2025, showing revenue of RM 10,993,757 and a net loss of RM 2,854,001, compared with a loss of RM 1,314,604 a year earlier. Gross profit improved to RM 1,234,696, but higher general and administrative expenses, including legal and professional fees, drove the wider loss. Cash and bank balances were RM 17,533,568, and total equity attributable to owners was RM 34,634,045 as of December 31, 2025.
Subsequent to period-end, the company regained compliance with Nasdaq’s minimum bid price rule, increased its authorized share capital, and completed a Nasdaq offering of Ordinary Units and Pre-Funded Units for aggregate gross proceeds of approximately US$16 million. It also approved a 1-for-250 reverse share split intended to support maintaining its Nasdaq listing, after which it expects about 1,521,376 Class A and 250,000 Class B shares outstanding.
Positive
- None.
Negative
- None.
Insights
Loss widens on higher costs; fresh capital and reverse split reshape equity profile.
Linkers Industries generated revenue of RM 10,993,757 for the six months ended December 31, 2025, slightly below the prior-period level. Gross profit rose to RM 1,234,696, but general and administrative expenses more than doubled to RM 3,984,913, leading to a net loss of RM 2,854,001 and a basic and diluted loss per share of 53.10.
The balance sheet remains equity-heavy, with total equity of RM 34,634,045 against total liabilities of RM 8,376,353 as of December 31, 2025. Cash and bank balances of RM 17,533,568 and fixed deposits help support liquidity, and the company added an associate investment in LPW Electronics Co., Ltd. totaling RM 3,264,063.
After period-end, Linkers completed a Nasdaq unit offering for approximately US$16 million in gross proceeds, issued warrants, and approved a 1-for-250 reverse share split, with an expected post-split share count of about 1,521,376 Class A and 250,000 Class B shares. The company also regained compliance with Nasdaq’s Minimum Bid Price Requirement, while the reverse split is intended to help maintain that listing status.
Key Figures
Key Terms
Reverse Share Split financial
Pre-Funded Units financial
Series A Warrant financial
Minimum Bid Price Requirement regulatory
expected credit losses financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April,
Commission File Number:
| (Registrant’s Name) |
Lot A99, Jalan 2A-3, A101& A102, Jalan 2A, Kawasan Perusahaan MIEL
Sungai Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia
(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 ☐
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Linkers Industries Limited Announces the six months ended December 31, 2025 Unaudited Financial Results | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
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.
| Linkers Industries Limited | ||
| Date: April 29, 2026 | By: | /s/ Man Tak Lau |
| Name: | Man Tak Lau | |
| Title: | Chairman of the Board of Directors | |
2
Exhibit 99.1
LINKERS INDUSTRIES LIMITED AND ITS SUBSIDIARIES
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| Unaudited Interim Condensed Consolidated Statements of Financial Position | F-2 | |
| Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income | F-3 | |
| Unaudited Interim Condensed Consolidated Statements of Changes in Equity | F-4 | |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows | F-5 | |
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | F-7 |
F-1
LINKERS INDUSTRIES LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| Note | June
30, 2025 | December 31,
2025 | December 31,
2025 | |||||||||||
| RM | RM | US$ | ||||||||||||
| ASSETS | ||||||||||||||
| Non-current assets | ||||||||||||||
| Property, plant and equipment | 4 | |||||||||||||
| Investment in associate | 5 | - | ||||||||||||
| Total non-current assets | ||||||||||||||
| Current assets | ||||||||||||||
| Inventories | 6 | |||||||||||||
| Trade and other receivables | 7 | |||||||||||||
| Tax recoverable | ||||||||||||||
| Cash and bank balances | 8 | |||||||||||||
| Total current assets | ||||||||||||||
| Total assets | ||||||||||||||
| EQUITY AND LIABILITIES | ||||||||||||||
| Equity attributable to owners of the Company | ||||||||||||||
| Share capital | 9 | |||||||||||||
| Reserve | 10 | |||||||||||||
| Share premium | 11 | |||||||||||||
| Accumulated losses | ( | ) | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Lease liabilities | 13 | |||||||||||||
| Total non-current liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Trade and other payables | 12 | |||||||||||||
| Lease liabilities | 13 | |||||||||||||
| Deferred tax liabilities | 14 | |||||||||||||
| Total current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Total equity and liabilities | ||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-2
LINKERS INDUSTRIES LIMITED AND ITS SUBSIDIARIES
UNAUDITED
INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
| For the Six Months Ended | ||||||||||||||
| Note | December 31, 2024 | December 31, 2025 | December 31, 2025 | |||||||||||
| RM | RM | US$ | ||||||||||||
| Revenue | 15 | |||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||
| Operating expenses: | ||||||||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | |||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expenses): | ||||||||||||||
| Interest income | ||||||||||||||
| Interest expense | 16 | ( | ) | ( | ) | ( | ) | |||||||
| Other income | 17 | |||||||||||||
| Other expenses | 18 | ( | ) | ( | ) | ( | ) | |||||||
| Share of loss of associate | 5 | - | ( | ) | ( | ) | ||||||||
| ( | ) | |||||||||||||
| Loss before income tax | 19 | ( | ) | ( | ) | ( | ) | |||||||
| Income tax benefit | 20 | |||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income: | ||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss attributable to equity owners of the Company | ( | ) | ( | ) | ( | ) | ||||||||
| Earnings per share attributable to owners of the Company | ||||||||||||||
| Basic and diluted earnings per share | ( | ) | ( | ) | ( | ) | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Weighted average number of ordinary shares used in computing basic and diluted earnings* | ||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-3
LINKERS INDUSTRIES LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Share
capital | Reserve | Share
premium | Retained
earnings/ (Accumulated losses) | Total
equity | ||||||||||||||||
| RM | RM | RM | RM | RM | ||||||||||||||||
| Balance at July 1, 2024 | - | |||||||||||||||||||
| Issuance of Class A Ordinary Shares in relation to an initial public offering (including over-allotment option of Class A Ordinary Shares), net of offering expenses | - | - | ||||||||||||||||||
| Loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||
| Other comprehensive income: | ||||||||||||||||||||
| Exchange differences on translating foreign operations | - | - | - | |||||||||||||||||
| Balance at December 31, 2024 | ||||||||||||||||||||
| Balance at July 1, 2025 | ( | ) | ||||||||||||||||||
| Loss for the period | - | - | - | ( | ) | ( | ) | |||||||||||||
| Other comprehensive income: | ||||||||||||||||||||
| Exchange differences on translating foreign operations | - | ( | ) | - | - | ( | ) | |||||||||||||
| Balance at December 31, 2025 | ( | ) | ||||||||||||||||||
| Balance at December 31, 2025 (US$) | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed financial statements.
F-4
LINKERS INDUSTRIES LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended | ||||||||||||||
| Note | December 31, 2024 | December 31, 2025 | December 31, 2025 | |||||||||||
| RM | RM | US$ | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||||
| Depreciation of property, plant and equipment | 4 | |||||||||||||
| Allowance for expected credit loss on trade receivables | - | |||||||||||||
| Gain on disposal of plant and equipment | 17 | ( | ) | ( | ) | ( | ) | |||||||
| Interest expense | 16 | |||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ||||||||
| Property, plant and equipment write-off | - | - | ||||||||||||
| Inventories write-down | ||||||||||||||
| Inventories write-off | ( | ) | ( | ) | ( | ) | ||||||||
| Reversal of inventories write-down | ( | ) | ( | ) | ( | ) | ||||||||
| Share of loss of associate | - | |||||||||||||
| Unrealised foreign exchange gain | - | ( | ) | ( | ) | |||||||||
| Operating cash flows before working capital changes | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in working capital: | ||||||||||||||
| Inventories | ( | ) | ||||||||||||
| Trade and other receivables | ||||||||||||||
| Trade and other payables | ( | ) | ( | ) | ( | ) | ||||||||
| Cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax (paid)/refunded | ( | ) | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities | ||||||||||||||
| Investment in associate | - | ( | ) | ( | ) | |||||||||
| Interest income | ||||||||||||||
| Short-term deposits pledged | ( | ) | ||||||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ( | ) | ||||||||
| Proceeds from disposal of plant and equipment | ||||||||||||||
| Net cash (used in)/generated from investing activities | ( | ) | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from initial public offering (including over-allotment option), net of offering expenses | - | - | ||||||||||||
| Advances from a related party | - | - | ||||||||||||
| Repayment of loans to related party | ( | ) | - | - | ||||||||||
| Interest paid to related parties | ( | ) | - | - | ||||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||
| Interest paid for lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash generated from/(used in) financing activities | ( | ) | ( | ) | ||||||||||
| Net change in cash and cash equivalents, and restricted cash | ||||||||||||||
| Cash and cash equivalents, and restricted cash at beginning of period | ||||||||||||||
| Effect of foreign exchange rate changes in cash and cash equivalents | - | ( | ) | ( | ) | |||||||||
| Cash and cash equivalents, and restricted cash at end of period | 8 | |||||||||||||
F-5
A reconciliation of liabilities arising from financing activities as follows:
| At beginning | Non-cash changes | At end of | ||||||||||||||||||
| of financial | Interest | Currency | financial | |||||||||||||||||
| period | Cash flows | expense | Realignment | period | ||||||||||||||||
| RM | RM | RM | RM | RM | ||||||||||||||||
| 2025 | ||||||||||||||||||||
| Lease liabilities | ( | ) | - | |||||||||||||||||
| Advances from a related party | - | - | ( | ) | ||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||
| 2024 | ||||||||||||||||||||
| Lease liabilities | ( | ) | - | |||||||||||||||||
| Loans from related parties | ( | ) | - | - | ||||||||||||||||
| Advances from a related party | - | - | ||||||||||||||||||
| ( | ) | - | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-6
LINKERS INDUSTRIES LIMITED AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Overview |
Linkers Industries Limited (the “Company”) is incorporated in British Virgin Islands on December 8, 2022 and its registered office at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands. The principal place of business of the Company is Lot A99, Jalan 2A-3, Lot A101 and A102, Jalan 2A, Kawasan Perusahaan MIEL Sungai Lalang, 08000 Sungai Petani, Kedah Darul Aman, Malaysia.
These unaudited interim condensed consolidated financial statements comprise the Company and its subsidiaries (the “Company”).
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed below.
The details of its subsidiaries are as follows:
| Percentage of effective ownership | ||||||||||
| Name of subsidiary | held by the Company | |||||||||
| (Country of incorporation and principal place of business) | Principal activities | June 30, 2025 | December 31, 2025 | |||||||
| % | | % | ||||||||
| (British Virgin Islands) | ||||||||||
| N/A | % | |||||||||
| (British Virgin Islands) | ||||||||||
| % | % | |||||||||
| (Malaysia) | assemblies and wire harness | |||||||||
There have been no significant changes in the nature of these activities during the financial periods ended December 31, 2025 and December 31, 2024.
F-7
| 2. | Material accounting policy information |
| 2.1 |
The unaudited interim condensed consolidated financial statements of the Company do not include all the information and footnotes required by the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board for a complete set of financial statements. Certain information and footnote disclosures, which are normally included in audited consolidated financial statements prepared in accordance with IFRS, have been condensed or omitted pursuant to Article 10 of Regulations S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary to present a fair statement of the Company’s statement of financial position as at December 31, 2025, and the statement of profit or loss and comprehensive income, changes in equity and cash flows for the six months ended December 31, 2025 and 2024.
The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended June 30, 2025 and 2024, and related notes included in the audited consolidated financial statements.
The preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
In the current year, the Company has adopted all the new and revised IFRS and Interpretations of IFRS that are relevant to its operations and effective for annual periods beginning on or after July 1, 2025. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and Interpretations of IFRS. The adoption of these new or amended IFRS and Interpretations of IFRS did not result in substantial changes to the Company’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
IFRS and Interpretations of IFRS issued but not yet effective
At the date of authorization of these unaudited interim condensed consolidated financial statements, certain IFRS and Interpretations of IFRS were issued but not yet effective. Consequential amendments were also made to various standards as a result of these new/revised standards.
The Company does not intend to early adopt any of the above new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the aforementioned revised/new standards will not have a material impact on the unaudited interim condensed consolidated financial statements of the Company in the period of their initial adoption.
| 2.2 |
Revenue from sales of goods in the ordinary course of business is recognized when the Company satisfies a performance obligation by transferring control of a promised good to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation.
The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods. The individual standalone selling price of a good that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.
Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.
F-8
| 2. | Material accounting policy information (Cont’d) |
| 2.2 | Revenue (Cont’d) |
Specifically, the Company uses a five-step approach to recognize revenue:
| ● | Step 1: Identify the contract(s) with a client |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation |
The Company recognizes revenue at a point in time when a performance obligation is satisfied, i.e., when “control” of the goods underlying the particular performance obligations is transferred to customers.
Sales of goods
For the sales of connectors, assemblies and wire harness, the Company typically receives purchase orders from customers which will set forth the terms and conditions including the transaction price, types of products, terms of delivery, and terms of payment. These terms serve as the basis of the performance obligations that the Company must fulfil in order to recognize revenue.
The key performance obligation is when delivery of finished goods has occurred, which is when the goods have been shipped to the specified location/warehouse, or the risks have been transferred to the customers in accordance with terms and conditions ie. Free on Board (“FOB”) or Delivered Duty Unpaid (“DDU”), as stipulated in the contracts with customers. The completion of the performance obligation is evidenced by customer’s acceptance/acknowledgement indicating receipt of the products, or other objective evidence indicating customer’s acceptance has been satisfied. No significant element of financing is deemed present as typical payment terms range from 30 to 120 days from the date of issuance of invoice.
All products sold by the Company are not given right of return. The Company offer a standard warranty on certain products for a period of 1 – 5 years to a specific group of customers. This warranty covers defects in products under normal usage conditions. The warranty against defect is not accounted for as separate performance obligation. No extended warranty options are available beyond the standard warranty period.
F-9
| 2. | Material accounting policy information (Cont’d) |
| 2.3 |
Consolidation
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date on that control ceases.
In preparing the unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Company.
Common control
Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the unaudited interim condensed consolidated financial statements of the Company are a continuation of the acquired entities and is accounted for as follows:
| ● | The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the unaudited interim condensed consolidated financial statements; |
| ● | The Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and |
| ● | No new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve. |
Acquisition
The acquisition method of accounting is used to account for business combinations entered by the Company.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Company. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
F-10
| 2. | Material accounting policy information (Cont’d) |
| 2.3 | Basis of consolidation (Cont’d) |
Acquisition (Cont’d)
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The excess of (a) the consideration transferred over the (b) fair value of the identifiable net assets acquired is recorded as goodwill, if any.
Disposals
When a change in the Company’s ownership interest in a subsidiary result in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognized in profit or loss.
| 2.4 |
Translations of amounts in the unaudited
interim condensed consolidated statements of financial position, unaudited interim condensed consolidated statements of profit or loss
and other comprehensive income, and unaudited interim condensed consolidated statements of cash flows from Ringgit Malaysia (“RM”)
into United States Dollar (“US$”) as of and for the period ended June 30, 2025 and December 31, 2025 are solely for the convenience
of the reader and were calculated at the noon middle rate of US$
F-11
| 2. | Material accounting policy information (Cont’d) |
| 2.5 |
All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.
The projected cost of dismantlement, removal or restoration is also recognized as part of the cost of property, plant and equipment if the obligation for the dismantlement, removal or restoration is incurred as a consequence of either acquiring the asset or using the asset for purpose other than to produce inventories.
Depreciation
is calculated using the straight-line method to allocate depreciable amounts over their estimated useful lives.
| Plant and machinery | ||||
| Office equipment | ||||
| Computer systems | ||||
| Renovation | ||||
| Tester and tools | ||||
| Motor vehicles | ||||
| Leasehold premises | Over the lease term of |
Fully depreciated property, plant and equipment are retained in the unaudited interim condensed consolidated financial statements until they are no longer in use.
The residual values, useful lives and depreciation method are reviewed at the end of each reporting period, and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognized.
F-12
| 2. | Material accounting policy information (Cont’d) |
| 2.6 |
An associate is entity over which the
Company has significant influence, but not control, generally accompanied by a shareholding giving rise to voting rights of
Investment in an associate is initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.
In applying the equity method of accounting, the Company’s share of its associate post-acquisition profits or losses are recognised in profit or loss. These post-acquisition movements and distributions received from the associate is adjusted against the carrying amount of the investment. When the Company’s share of losses in an associate equal or exceeds its interest in the associate, including any other unsecured non-current receivables, the Company does not recognise further losses, unless it has obligations or has made payments on behalf of the associated.
Unrealised gains on transactions between the Company and its associate are eliminated to the extent of the Company’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of an associate has been changed where necessary to ensure consistency with the accounting policies adopted by the Company.
Gains and losses arising from partial disposals or dilutions in investment in an associate is recognised in profit or loss.
Investment in an associate is derecognised when the Company loses significant influence. Any retained interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained investment at the date when significant influence is lost and its fair value is recognised in profit or loss.
F-13
| 2. | Material accounting policy information (Cont’d) |
| 2.7 |
Classification and measurement
The Company classifies its financial assets in the following measurement categories:
| ● | Amortized cost; |
| ● | Fair value through other comprehensive income (“FVOCI”); and |
| ● | Fair value through profit or loss (“FVPL”). |
The classification depends on the Company’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial asset.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
The Company reclassifies debt instruments when and only when its business model for managing those assets changes.
At initial recognition
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
F-14
| 2. | Material accounting policy information (Cont’d) |
| 2.7 | Financial assets (Cont’d) |
At subsequent measurement
Debt instruments
Debt instruments mainly comprise of cash and cash equivalents, and trade and other receivables.
There are three subsequent measurement categories, depending on the Company’s business model for managing the asset and the cash flow characteristics of the asset:
Amortized cost
Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.
Fair value through other comprehensive income
Debt instruments that are held for collection of contractual cash flows and for sale, and where the assets’ cash flows represent solely payments of principal and interest, are classified as FVOCI. Movements in fair values are recognized in other comprehensive income and accumulated in fair value reserve, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit and loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss and presented in “other income” or “other expenses”. Interest income from these financial assets is recognized using the effective interest rate method and presented in “interest income”.
Fair value through profit or loss
Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortized cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognized in profit or loss in the period in which it arises and presented in “other income” or “other expenses”.
Impairment
The Company recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a lifetime ECL).
F-15
| 2. | Material accounting policy information (Cont’d) |
| 2.7 | Financial assets (Cont’d) |
Impairment (Cont’d)
For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.
The Company considers a financial asset in default when contractual payments are 60 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Company commits to purchase or sell the asset.
Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss. Any amount previously recognized in other comprehensive income relating to that asset is reclassified to profit or loss.
Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount reported in the statements of financial position when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
F-16
| 2. | Material accounting policy information (Cont’d) |
| 2.8 | Inventories |
Inventories are carried at the lower of cost and net realizable value. Cost is determined using the weighted average method. The cost of finished goods and work-in-progress comprises direct materials, direct labor, other direct costs and related production overheads (based on normal operating capacity) that have been incurred in bringing the inventories to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and applicable variable selling expenses.
| 2.9 |
Functional and presentation currency
Items included in the unaudited interim condensed consolidated financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the Company and its subsidiaries incorporated in BVI is USD, and the operating subsidiary incorporated in Malaysia is Ringgit Malaysia. The unaudited interim condensed consolidated financial statements are presented in RM, which is the reporting currency of the Company.
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities.
Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
F-17
| 2. | Material accounting policy information (Cont’d) |
| 2.9 | Foreign currency translations and balances (Cont’d) |
Translation of Company entities’ financial statements
The results and financial position of all the Company entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| (i) | assets and liabilities are translated at the closing exchange rates at the reporting date; | |
| (ii) | income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and | |
| (iii) | all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. |
| 2.10 | Cash and cash equivalents |
Cash and bank balances in the unaudited interim condensed consolidated statements of financial position comprise cash on hand, bank balances and pledged deposits which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value. For the purposes of the unaudited interim condensed consolidated statements of cash flows, cash and cash equivalents excludes any pledged deposits.
| 2.11 |
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company by the weighted-average number of ordinary shares outstanding during the period, adjusted for own shares held, if any.
Diluted earnings per share is determined by adjusting the profit or loss attributable to owner of the Company and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.
F-18
| 3. | Use of estimates and assumptions |
The preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods.
| 4. | Property, plant and equipment |
| Plant and machinery | Leasehold premises | Computer systems and office equipment | Renovation | Tester and tools | Motor vehicles | Total | Total | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | US$ | |||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||
| Balance at July 1, 2024 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Write-off | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||||
| Additions | - | - | - | |||||||||||||||||||||||||||||
| Write-off | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||||||
| Balance at July 1, 2024 | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Write-off | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||||||||
| Write-off | - | - | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||||||||||
| Carrying amount | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||||||||||
Right-of-use assets acquired under leasing arrangements are presented together with the owned assets of the same class.
F-19
| 5. | Investment in associate |
On October 16, 2025, Linkers Asia Pacific Limited, a wholly-owned subsidiary
of the Company entered into a Share Sale and Purchase Agreement, with Mr. Man Tak Lau, the chairman of the board of directors of the Company,
for the purchase of
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| At beginning of financial year/period | - | - | - | |||||||||
| Addition | - | |||||||||||
| Share of post-acquisition results | - | ( | ) | ( | ) | |||||||
| Foreign exchange loss | - | ( | ) | ( | ) | |||||||
| At end of financial year/period | - | |||||||||||
Summarised financial information for associates
| December 31, 2025 | December 31, 2025 | |||||||
| RM | US$ | |||||||
| Current assets | ||||||||
| Current liabilities | ( | ) | ( | ) | ||||
| Non-current assets | ||||||||
| Non-current liabilities | ( | ) | ( | ) | ||||
Summarised statement of comprehensive income/(loss)
| December 31, 2025 | December 31, 2025 | |||||||
| RM | US$ | |||||||
| Revenue | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Loss from operations (after acquisition) | ( | ) | ( | ) | ||||
F-20
| 5. | Investment in associate (Cont’d) |
Reconciliation of summarized financial information
Reconciliation of the summarized financial information presented, to the carrying amount of the Group’s interest in associates, is as follows:
| December 31, 2025 | December 31, 2025 | |||||||
| RM | US$ | |||||||
| Net assets | ||||||||
| Group’s equity interest | % | % | ||||||
| Group’s share of net assets | ||||||||
| Goodwill | ||||||||
| Foreign exchange | ||||||||
| Carrying value | ||||||||
| 6. | Inventories |
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Raw materials | ||||||||||||
| Work-in-progress | ||||||||||||
| Finished goods | ||||||||||||
| Goods-in-transit | ||||||||||||
| Packaging materials | ||||||||||||
F-21
| 7. | Trade and other receivables |
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Trade receivables - third parties | ||||||||||||
| Less: Allowance for expected credit losses of trade receivables – third parties | ( | ) | ( | ) | ( | ) | ||||||
| Deposits | ||||||||||||
| Prepayments | ||||||||||||
| Advance to suppliers | ||||||||||||
| Sundry receivables | ||||||||||||
Trade
receivables are unsecured, non-interest bearing and are generally on
Prepayments mainly comprise professional fees paid in advance for business development and marketing activities. These costs will be amortised over the expected benefit period of one to two years, in line with the Company’s policy to match expenses with the period in which the related economic benefits are expected to be realised.
The movement in allowance for expected credit losses of trade receivables – third parties computed based on lifetime ECL was as follows:
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| At beginning and end of financial year/period | ||||||||||||
| (Reversal of)/Allowance for expected credit loss on trade receivables | ( | ) | ||||||||||
| At end of financial year or period | ||||||||||||
| 8. | Cash and bank balances |
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Cash and bank balances | ||||||||||||
| Fixed deposits | ||||||||||||
Fixed
deposits amounted to RM
Fixed deposit amounted to RM
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Cash and bank balances | ||||||||||||
| Less: Fixed deposits pledged | ( | ) | ( | ) | ( | ) | ||||||
| Cash and cash equivalents per consolidated statements of cash flows | ||||||||||||
F-22
| 9. | Share capital |
| Ordinary shares – Class A | Ordinary shares – Class B | Total | ||||||||||||||||||
| Number of shares* | Number of shares* | Number of shares | RM | US$ | ||||||||||||||||
| Paid-up capital | ||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||
| New issued shares | - | - | - | - | - | |||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||
| * |
As
of 31 December 2025, the Company has authorized and issued
| 10. | Reserve |
Capital reserve
Represents non-distributable reserve which arose from waiver of inter-company balances in prior years, net of merger reserve.
Foreign currency translation reserve
Represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that the Company’s presentation currency. It also includes the exchange differences arising from monetary items which form part of the Company’s net investment in foreign operations, where the monetary item is denominated in currencies different from that of the Company’s presentation currency.
| 11. | Share premium |
Share premium includes any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
| 12. | Trade and other payables |
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Current | ||||||||||||
| Trade payables – third parties | ||||||||||||
| Amount due to related parties, net (Note 21) | - | - | ||||||||||
| Advances from a related party (Note 21) | ||||||||||||
| Other payables | ||||||||||||
| Provision | ||||||||||||
| Accrued expenses | ||||||||||||
F-23
| 12. | Trade and other payables (Cont’d) |
Trade
payables are non-interest bearing and are normally settled on
Accrued expenses mainly consisted of staff cost, contract workers’ cost, freight charges and professional fees.
Amount due to related parties, net is unsecured, non-interest bearing and repayment on demand.
Advances from a related party are non-trade in nature, unsecured and non-interest bearing. The advances were used to finance the Company’s IPO in 2024.
The provision pertained to estimated costs of dismantlement, removal or restoration of leased properties to its original condition as stipulated in the terms and conditions of the lease contracts.
| 13. | Lease liabilities |
Company as a lessee
The Company has lease contracts for leasehold premises and plant and machinery. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.
The Company also has certain leases with lease terms of 12 months or less and leases with low value. The Company applies the ’short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.
Carrying amount of right-of-use assets presented within property, plant and equipment
| Leasehold premises | Plant and machinery | Total | Total | |||||||||||||
| RM | RM | RM | US$ | |||||||||||||
| At July 1, 2024 | ||||||||||||||||
| Addition | - | |||||||||||||||
| Written off | ( | ) | - | ( | ) | ( | ) | |||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At June 30, 2025 | ||||||||||||||||
| Transfer | - | ( | ) | ( | ) | ( | ) | |||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At December 31, 2025 | ||||||||||||||||
F-24
| 13. | Lease liabilities (Cont’d) |
Lease liabilities
The carrying amount of lease liabilities and the movement during the financial year are disclosed elsewhere in the unaudited interim condensed consolidated financial statements.
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Current | ||||||||||||
| Non-current | ||||||||||||
Amounts recognized in profit or loss
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Depreciation of right-of-use assets | ||||||||||||
| Interest expense on lease liabilities (Note 16) | ||||||||||||
| Short-term lease expenses (Note 19) | ||||||||||||
| 14. | Deferred tax liabilities |
Movement in deferred tax liabilities are as follows:
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Accelerated tax depreciation | ||||||||||||
| At beginning of financial year/period | ||||||||||||
| Charged to profit or loss (Note 20) | ( | ) | ( | ) | ||||||||
| At end of financial year/period | ||||||||||||
| 15. | Revenue |
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Sales of goods – transfer at a point in time | ||||||||||||
| 16. | Interest expense |
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Interest expense on loan payables to related companies | - | - | ||||||||||
| Interest on lease liabilities (Note 13) | ||||||||||||
F-25
| 17. | Other income |
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Gain on disposal of plant and equipment | ||||||||||||
| Proceeds from sale of scraped materials | - | |||||||||||
| Sundry income | ||||||||||||
| 18. | Other expenses |
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Loss on foreign exchange, net | ||||||||||||
| 19. | Loss before income tax |
Loss
before income tax from operations has been determined after inclusion of the following charges.
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Cost of sales | ||||||||||||
| Cost of materials | ||||||||||||
| Employee benefits expense | ||||||||||||
| - Salaries and related costs | ||||||||||||
| - Defined contribution plan | ||||||||||||
| Selling and distribution expenses | ||||||||||||
| Freight outwards | ||||||||||||
| Short-term lease expenses - Rental of warehouse (Note 13) | ||||||||||||
| General and administrative expenses | ||||||||||||
| Employee benefits expense | ||||||||||||
| - Salaries and related costs | ||||||||||||
| - Defined contribution plan | ||||||||||||
| - Staff welfare | ||||||||||||
| - Directors’ remuneration | ||||||||||||
| Legal and professional fees | ||||||||||||
| Short-term lease expenses - Rental of office (Note 13) | - | - | ||||||||||
F-26
| 20. | Income tax benefit |
The major components of income tax benefit recognized in profit or loss for the periods ended December 31, 2024 and 2025 were:
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Deferred taxation | ||||||||||||
| Current period (Note 14) | ( | ) | ( | ) | ( | ) | ||||||
British Virgin Islands
Under the current laws of the British Virgin Islands, the Company and its subsidiaries, TEM SP Limited and Linkers Asia Pacific Limited are not subject to any income tax.
| 21. | Significant related party transactions and balances |
Other than those disclosed elsewhere in the unaudited interim condensed consolidated financial statements, significant related party transactions during the period on terms agreed between the Company and its related parties were as follows:
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| SEAP Trading Pte Ltd | ||||||||||||
| Sales to | ||||||||||||
| TEM Electronics (Jiangmen) Co Ltd | ||||||||||||
| Purchase from | ||||||||||||
| BAP Trading Co Ltd | ||||||||||||
| Purchase from | ||||||||||||
| LPW Electronics Co Ltd | ||||||||||||
| Purchase from | - | |||||||||||
| New Universe Industries Ltd | ||||||||||||
| Advance for listing expenses | - | - | ||||||||||
| Man Tak Lau | ||||||||||||
| Purchase of LPW’s share | - | |||||||||||
Balances with related parties
| June 30, 2025 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Trade receivables | ||||||||||||
| SEAP Trading Pte. Ltd. | - | - | ||||||||||
| Trade payables | ||||||||||||
| TEM Electronics (Jiangmen) Co Ltd | ( | ) | - | - | ||||||||
| BAP Trading Co Ltd | ( | ) | - | - | ||||||||
| Amount due to related parties, net | ( | ) | - | - | ||||||||
| Advances from a related party | ||||||||||||
| New Universe Industries Ltd | ||||||||||||
F-27
| 22. | Segment reporting |
Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the CEO (“Chief Executive Officer”) for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Company operates in a single business segment which is the business of sales of connectors, assemblies and wire harness. No operating segments have been aggregated to form the following reportable operating segment.
Geographical information and major customers
The Company’s non-current assets are based in Malaysia.
The following table breaks down revenue by geographic location of the Company’s revenue. The geographical location is based on the location at which the goods is delivered to the customers.
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Thailand | ||||||||||||
| Malaysia | ||||||||||||
| Switzerland | ||||||||||||
| United States of America | ||||||||||||
| Others (a) | ||||||||||||
| (a) |
F-28
| 23. | Financial risk management |
The Company’s activities expose it to a variety of financial risks from its operation. The key financial risks include credit risk, liquidity risk and market risk (including foreign currency risk and interest rate risk).
Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in a loss to the Company. The Company’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash), the Company minimizes credit risk by dealing exclusively with high credit rating counterparties.
The Company’s current credit risk grading framework comprises the following categories:
| Category | Definition of category | Basis for recognising expected credit loss (ECL) | ||
| I | ||||
| II | ||||
| III | ||||
| IV |
The table below details the credit quality of the Company’s financial assets, as well as maximum exposure to credit risk by credit risk rating categories:
| 12-month or lifetime ECL | Gross carrying amount | Loss allowance | Net carrying amount | Net carrying amount | ||||||||||||||
| RM | RM | RM | US$ | |||||||||||||||
| December 31, 2025 | ||||||||||||||||||
| Trade receivables | ( | ) | ||||||||||||||||
| Other receivables | - | |||||||||||||||||
| Cash and bank balances | - | |||||||||||||||||
F-29
| 23. | Financial risk management (Cont’d) |
Credit risk (Cont’d)
| 12-month or lifetime ECL | Gross carrying amount | Loss allowance | Net carrying amount | Net carrying amount | ||||||||||||||
| RM | RM | RM | US$ | |||||||||||||||
| June 30, 2025 | ||||||||||||||||||
| Trade receivables | ( | ) | ||||||||||||||||
| Other receivables | - | |||||||||||||||||
| Cash and bank balances | - | |||||||||||||||||
Trade receivables
For
trade receivables, the Company has applied the simplified approach in IFRS 9 and use provision matrix to measure the loss allowance at
lifetime ECL. In determining ECL on a collective basis, trade receivables are grouped based on similar credit risk and aging. The Company
considers the historical credit loss experience based on the past due status of the debtors, historical customers’ payment profile
and adjusted as appropriate to reflect current conditions and estimates of future economic conditions affecting the ability of the customers
to settle the debts.
| Trade receivables | ECL | Trade receivables, net | Trade receivables, net | |||||||||||||
| RM | RM | RM | US$ | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Not past due | ( | ) | ||||||||||||||
| < 30 days | ( | ) | ||||||||||||||
| 31 days to 60 days | ( | ) | ||||||||||||||
| 61 days to 90 days | - | - | - | - | ||||||||||||
| 91 days to 120 days | ( | ) | ||||||||||||||
| >120 days | - | - | - | - | ||||||||||||
| ( | ) | |||||||||||||||
| Trade receivables | ECL | Trade receivables, net | Trade receivables, net | |||||||||||||
| RM | RM | RM | US$ | |||||||||||||
| June 30, 2025 | ||||||||||||||||
| Not past due | ( | ) | ||||||||||||||
| < 30 days | ( | ) | ||||||||||||||
| 31 days to 60 days | ( | ) | ||||||||||||||
| 61 days to 90 days | ( | ) | ||||||||||||||
| 91 days to 120 days | - | - | - | - | ||||||||||||
| >120 days | - | - | - | - | ||||||||||||
| ( | ) | |||||||||||||||
F-30
| 23. | Financial risk management (Cont’d) |
Exposure to credit risk
The Company has no significant concentration of credit risk except for those significant customers disclosed below. The Company has credit policies and procedures in place to minimize and mitigate its credit risk exposure.
The following table sets forth a summary of single customers who represent 5% or more of the Company’s revenue:
| December 31, 2024 | December 31, 2025 | December 31, 2025 | ||||||||||
| RM | RM | US$ | ||||||||||
| Customer A | ||||||||||||
| Customer B | ||||||||||||
| Customer C | ||||||||||||
Liquidity risk
Liquidity risk refers to the risk that the Company will encounter difficulties in meeting its short-term obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles. The Company finances its working capital requirements through a combination of funds generated from operations, bank borrowings, and advances and loans from related parties, if necessary.
Market risk
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Company’s profit or loss. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.
Interest rate risk
The Company does not expect any significant effect on the Company’s profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting period.
Foreign currency risk
The Company ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances.
| 24. | Capital management |
The Company manage their capital to ensure that the Company is able to continue as a going concern and maintain an optimal capital structure so as to maximize shareholder’s value. The capital structure of the Company consists of equity attributable to owners of the Company, comprising issued share capital, reserves and retained earnings as presented in the statements of changes in equity.
The Company manage its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes during the financial periods ended June 30 and December 31, 2025. The overall strategy remained unchanged from 2025.
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| 25. | Events after reporting period |
The Company has assessed all events from December 31, 2025, up through April 29, 2026 which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, there are not any material subsequent events that require disclosure in these consolidated unaudited interim condensed consolidated financial statements except the below matter.
On March 10, 2025, the Company received
a letter from Nasdaq notifying the Company that based on the closing bid price of the Company for the period from January 24, 2025 to
March 7, 2025, the Company no longer met the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain
a minimum bid price of US$
On February 27, 2026, Nasdaq notified
the Company that the Company had regained compliance with the Minimum Bid Price Requirement, by having a closing bid price at or greater
than US$
On
March 3, 2026, the Board approved the increase of the authorized shares of the Company from
On March 16, 2026, the Company entered
into a share subscription agreement with the Controlling Shareholder, pursuant to which the Company has agreed to issue and allot, and
the Controlling Shareholder has agreed to subscribe for,
On March 16, 2026, the Company has filed a registration statement on Form F-1 (File No. 333-294360) with the United States Securities and Exchange Commission (“SEC”) in connection with the proposed offering on Nasdaq.
On March 23, 2026, the Company entered
into a securities purchase agreement with certain investors (the “Securities Purchase Agreement”) for the Offering for aggregate
gross proceeds to the Company of approximately US$
On March 24, 2026, the Board approved a reverse share split of all
of the Company’s issued and unissued shares, including its Class A ordinary shares, par value US$
The Company’s Class A Ordinary Shares will begin trading on the Nasdaq on a post-Reverse Share Split basis upon the opening of the market on April 6, 2026.
As a result of the Reverse Share Split,
each two-hundred-fifty (
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