SAGTEC Global H1 profit falls despite margin jump
Sagtec’s first-half 2026 results show stronger margins and cash generation but lower net profit as operating and director-related costs rise sharply.
Rhea-AI Filing Summary
SAGTEC GLOBAL Ltd (SAGT) reported modest top-line growth but a mixed profit picture for the six months ended June 30, 2026. Revenue rose about 1% to RM48.5 million, while gross profit jumped 46% to RM14.1 million as cost of sales fell by RM3.8 million, mainly from lower service-related costs.
Services revenue grew 6% to RM30.8 million and rental revenue added RM1.3 million from a new coffee machine kiosk business, partly offsetting a 12% decline in tangible product revenue. Segment gross profit from services rose about 170%, and rental swung from a loss to a profit, while tangible product gross profit fell 27%.
Operating income increased 11% to RM6.4 million, but net profit fell 10% to RM4.9 million due to sharply higher selling and administrative expenses, employee benefits and director emoluments, plus much lower other income. Operating cash flow improved from an outflow of RM2.1 million to an inflow of RM7.9 million, capex dropped to RM3.9 million, and cash and short-term deposits reached RM14.0 million versus bank borrowings of about RM4.5 million, leaving net debt slightly negative and gearing near zero.
Positive
- Gross profit rose 46% to RM14.1 million as cost of sales declined despite higher revenue, indicating materially improved margins, especially in services.
- Operating income increased 11% to RM6.4 million, showing core operations benefitted from cost efficiencies even with higher overheads.
- Operating cash flow swung from an outflow of RM2.1 million to an inflow of RM7.9 million, reflecting stronger cash generation and working capital management.
- Capex dropped from RM16.7 million to RM3.9 million, easing cash outflows while the company continued selective investment.
- Cash and short-term deposits of RM14.0 million versus bank borrowings of about RM4.5 million left net debt slightly negative and gearing at roughly -0.04%, indicating a very light leverage position.
- Services gross profit increased by about 170%, and the rental segment moved from a loss to RM0.9 million gross profit, supporting a shift toward higher-margin, recurring revenue.
Negative
- Net profit declined 10% to RM4.9 million as higher operating expenses and lower other income more than offset the stronger gross profit.
- Selling and administrative expenses nearly doubled, rising 77% to RM5.3 million plus related-party S&A, materially pressuring bottom-line results.
- Employee benefit expenses and director emoluments increased by 105% and 196%, respectively, significantly raising ongoing cost levels following the IPO.
- Revenue and gross profit from tangible products weakened, with tangible product revenue down 12% and segment gross profit down 27%, reflecting softer kiosk and power bank sales.
- Other income fell about 94% to RM50,948 and non-operating results shifted from income of RM689,243 to a loss of RM122,132, removing prior-year earnings support.
- Trade receivables more than doubled from RM10.0 million to RM20.8 million, with lifetime expected credit loss allowance rising to RM3.5 million, increasing credit risk exposure.
Filing Explained
The issued share count reached 22.75 million after 3.1 million new shares, creating dilution for existing holders absent offsetting changes.
Sagtec Global uses this Form 6-K to furnish its unaudited interim report for the six months ended
The new shares included 200,000 and 500,000 restricted shares for consulting services, 200,000 for advertising and marketing services, 15,000 for consulting services, 685,000 under the employee share option scheme, and 1,500,000 issued to CEO Ng Chen Lok for cash consideration of
At
Key Figures
Key Terms
expected credit loss financial
right-of-use assets financial
merger accounting financial
deferred offering costs financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did SAGT’s revenue perform for the six months ended June 30, 2026?
What was SAGT’s net profit for the first half of 2026 and how did it change?
How did Sagtec’s gross margin and gross profit change in H1 2026?
What were SAGT’s cash flows from operating activities for the six months ended June 30, 2026?
How leveraged is SAGT as of June 30, 2026?
Which SAGT segments grew or declined in H1 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 September
Commission File Number:
(Translation of registrant’s name into English)
No 43-2, Jalan Besar Kepong,
Pekan Kepong, 52100 Kuala Lumpur
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On September 16, 2026, Sagtec Global Limited (the “Company”) issued a press release dated September, 16, 2026, announcing its unaudited interim condensed consolidated financial statements (the “Interim Financial Statements”) for the six months ended June 30, 2026.
A copy of the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025 is furnished as Exhibit 99.1, while a copy of the Interim Financial Statements is furnished as Exhibit 99.2 to this report on Form 6-K. A copy of the press release is furnished as Exhibit 99.3 to this report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition And Results Of Operations for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months ended June 30, 2026 and 2025 | |
| 99.3 | Press Release dated September 16, 2026, titled “Sagtec Reports 46 Percent Gross Profit Growth and Expands International Business Momentum”. | |
| 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 (formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| Date: September 16, 2026 | SAGTEC GLOBAL LIMITED | |
| By: | /s/ Ng Chen Lok | |
| Name: | Ng Chen Lok | |
| Title: | Chairman, Chief Executive Officer and Executive Director | |
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Exhibit 99.1
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Overview
Following the completion of its Initial Public Offering (IPO) in March 2025, the Company has continued to strengthen its market presence and expand its business operations across Malaysia and selected international markets. The enhanced visibility and credibility gained from its listing have supported the Company in strengthening relationships with existing customers, expanding its dealer network and pursuing new business opportunities in markets including Dubai, Indonesia and Singapore.
Incorporated in Malaysia in 2018, the Company provides customizable software solutions designed to integrate with customers’ operational workflows, with a strong presence in the food and beverage (F&B) industry. Its flagship Speed+ platform provides digital ordering and transaction management solutions and is deployed on Point of Sale (POS) terminals sourced from third-party suppliers. The Company also develops customized applications and software solutions for table ordering, QR ordering and self-service kiosk systems. For the six months ended June 30, 2025 and June 30, 2026, revenue from Speed+ smart ordering and QR subscription services represented 28.13% and 27.82% of total revenue, respectively, while software development services represented 12.87% and 12.19%, respectively.
While the Company’s customer base continues to be concentrated in Malaysia’s F&B industry, its customizable software and application capabilities allow it to serve customers across other sectors, including geotechnology, beauty and property consulting. The Company has also incorporated AI-driven F&B data analytics into its solutions to assist customers in improving business intelligence, operational visibility and decision-making. These capabilities enable the Company to broaden its technology offerings beyond traditional F&B applications.
The Company also provides self-service food ordering kiosk solutions that combine hardware and software to improve ordering efficiency and customer experience. The kiosks enable customers to browse menus, customize orders and complete payments through an integrated self-service platform. For the six months ended June 30, 2025 and June 30, 2026, sales of food ordering kiosks represented 22.09% and 17.75% of total revenue, respectively. The Company also provides robotic arm solutions to support automation and operational efficiency within F&B establishments.
Software consultation and development services remain an important component of the Company’s business. The Company’s in-house programming team develops scalable digital solutions tailored to customers’ requirements, while specialized outsourcing partners are engaged where additional technical capabilities are required for complex projects. This combination of internal development capabilities and external resources enables the Company to respond to a broader range of project requirements while maintaining flexibility in project delivery.
The Company also provides social media management and digital marketing services, including the management of online platforms for Key Opinion Leaders (KOLs) and influencers. These services incorporate data analytics and performance-driven content strategies to improve audience engagement and campaign effectiveness. The Company’s AI-driven analytics capabilities further support audience profiling, trend analysis and database optimization. For the six months ended June 30, 2025 and June 30, 2026, revenue from this segment represented 7.32% and 10.95% of total revenue, respectively.
Through its majority-owned subsidiary, CL Technologies (International) Sdn. Bhd., the Company also operates a power bank charging station business with installations across more than 300 locations in Malaysia. The business provides portable charging solutions in high-traffic locations, including shopping malls and public areas. Revenue from this segment represented 17.07% and 16.17% of total revenue for the six months ended June 30, 2025 and June 30, 2026, respectively.
Data management services form another component of the Company’s technology solutions. These services assist customers in organizing, cleaning and structuring data to improve accessibility and support business analysis and decision-making. For the six months ended June 30, 2025 and June 30, 2026, revenue from data management services represented 12.52% and 12.44% of total revenue, respectively.
During the six months ended June 30, 2026, the Company continued to expand its technology capabilities and diversify its business opportunities. The Company has progressed beyond its traditional F&B-focused software and hardware offerings and continued to develop solutions incorporating artificial intelligence, data analytics and technology infrastructure. These initiatives are intended to broaden the Company’s addressable market and create additional opportunities for recurring and project-based revenue.
For the six months ended June 30, 2026, the Company recorded total revenue of RM48,544,240 (USD11,887,026), compared with RM47,867,433 (USD11,721,297) for the corresponding period in 2025, representing an increase of approximately 1%. Net profit decreased to RM4,937,500 (USD1,209,045), compared with RM5,482,024 (USD1,342,383) for the corresponding period in 2025, representing a decrease of approximately 10%.
Cost of sales decreased from RM38,224,086 (USD9,359,930) for the six months ended June 30, 2025 to RM34,470,647 (USD8,440,826) for the corresponding period in 2026. The reduction in cost of sales, despite the increase in revenue, primarily reflects improvements in operating efficiency, changes in revenue mix and the Company’s continued efforts to scale its operations.
Overall, the Company continues to strengthen its position as a regional technology solutions provider by expanding its software, hardware, data management and AI-related capabilities. The Company’s diversified business model, combined with its growing technology capabilities and expanding market opportunities, provides a foundation for continued business development and long-term growth.
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Results of Operations
Comparison of the Results for Six Months Periods Ended June 30, 2025 and 2026
| For the six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | 2026 | ||||||||||||||||||
| RM | % | RM | % | Convenience Translation USD | ||||||||||||||||
| Revenue from services | ||||||||||||||||||||
| Performance obligation satisfied over time | ||||||||||||||||||||
| Subscription services | 13,465,340 | 28.13 | % | 13,503,358 | 27.82 | % | 3,306,566 | |||||||||||||
| Software consultation and development services | 6,161,113 | 12.87 | % | 5,919,573 | 12.19 | % | 1,449,526 | |||||||||||||
| Social media management services | 3,501,177 | 7.32 | % | 5,317,304 | 10.95 | % | 1,302,048 | |||||||||||||
| Data management & analysis services | 5,993,588 | 12.52 | % | 6,038,395 | 12.44 | % | 1,478,622 | |||||||||||||
| 29,121,218 | 60.84 | % | 30,778,630 | 63.40 | % | 7,536,762 | ||||||||||||||
| Revenue from tangible products | ||||||||||||||||||||
| Performance obligation satisfied at point in time | ||||||||||||||||||||
| Food ordering kiosk with screen | 10,575,550 | 22.09 | % | 8,616,350 | 17.75 | % | 2,109,885 | |||||||||||||
| Power bank charging station | 8,170,665 | 17.07 | % | 7,849,660 | 16.17 | % | 1,922,146 | |||||||||||||
| 18,746,215 | 39.16 | % | 16,466,010 | 33.92 | % | 4,032,031 | ||||||||||||||
| Revenue from rental | ||||||||||||||||||||
| Performance obligation satisfied at point in time | ||||||||||||||||||||
| Coffee Machine Kiosk Rental | - | 0.00 | % | 1,299,600 | 2.68 | % | 318,233 | |||||||||||||
| Total revenue | 47,867,433 | 100.00 | % | 48,544,240 | 100.00 | % | 11,887,026 | |||||||||||||
Total revenue increased by RM676,807 or $165,729 approximately 1% from RM47,867,433 or $11,721,297 for the six months ended June 30, 2025 to RM48,544,240 or $11,887,026 for the six months ended June 30, 2026.
Revenue from Services
Revenue from services increased by RM1,657,412 or $405,850 approximately 6% from RM29,121,218 or $7,130,912 for the six months ended June 30, 2025 to RM30,778,630 or $7,536,762 for the six months ended June 30, 2026. This increase is attributed to the following:
| 1. | Subscription Services: Revenue from subscription services increased by RM38,018 or $9,309 approximately 0.28% from RM13,465,340 or $3,297,257 for the six months ended June 30, 2025 to RM13,503,358 or $3,306,566 for the six months ended June 30, 2026. The modest increase was primarily supported by SAAS customer renewals subscriptions and new customer acquisitions. The Company also continued to enhance its subscription platform through the integration of AI-driven features, including personalized user experiences, predictive analytics and automated support tools. These enhancements are intended to improve customer engagement and support the retention of recurring subscription revenue. The Company’s bundled service offerings and continued customer engagement initiatives also contributed to the stability of subscription revenue. |
| 2. | Software Consultation and Development Services: Revenue decreased by RM241,540 or $59,146 approximately 4% from RM6,161,113 or $1,508,672 for the six months ended June 30, 2025 to RM5,919,573 or $1,449,526 for the six months ended June 30, 2026. The decrease was primarily attributable to the timing and completion of certain software development and consultation projects during the reporting periods. While demand for customized digital solutions remained stable, revenue recognition may fluctuate depending on project commencement, development milestones and completion schedules. The Company continues to pursue customized software and digital transformation projects across various industries. |
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| 3. | Social Media Management Services: Revenue increased by RM1,816,127 or $445,715 approximately 52% from RM3,501,177 or $857,333 for the six months ended June 30, 2025 to RM5,317,304 or $1,302,048 for the six months ended June 30, 2026. The increase was primarily driven by higher demand for digital marketing, social media management and data analytics services. The Company’s ability to integrate data analytics, automation and AI-assisted tools into its digital marketing services supported the expansion of its customer base and service offerings. The Company continues to develop data-driven content and audience engagement solutions to support customers in improving their digital presence and marketing effectiveness. |
| 4. | Data Management & Analysis Services: Revenue increased by RM44,807 or $10,972 approximately 0.75% from RM5,993,588 or $1,467,650 for the six months ended June 30, 2025 to RM6,038,395 or $1,478,622 for the six months ended June 30, 2026. The modest increase reflects continued demand for data management and analytical solutions among the Company’s customers. The Company’s solutions consolidate and analyse data generated from various sources, including POS systems, social media platforms, food ordering kiosks and power bank charging stations, to provide customers with business and customer insights. The Company has also continued to incorporate AI-driven analytics capabilities to improve data processing, predictive analysis and reporting. These enhancements are intended to improve service efficiency and support the scalability of the Company’s data management solutions. |
Revenue from Tangible Products
Revenue from tangible products decreased by RM2,280,205 or $558,354 approximately 12% from RM18,746,215 or $4,590,385 for the six months ended June 30, 2025 to RM16,466,010 or $4,032,031 for the six months ended June 30, 2026. Key contributors include:
| 1. | Food Ordering Kiosk with Screen: Revenue decreased by RM1,959,200 or $479,750 approximately 19% from RM10,575,550 or $2,589,635 for the six months ended June 30, 2025 to RM8,616,350 or $2,109,885 for the six months ended June 30, 2026. The decrease was primarily attributable to lower sales volume during the reporting period and the timing of customer orders and deployments. Despite the decrease in revenue, demand for self-service ordering solutions remained supported by continued digitalisation and automation within the F&B industry. The Company continues to market its kiosks together with the Speed+ software platform to provide integrated ordering and payment solutions for F&B operators. |
| 2. | Power Bank Charging Station: Revenue decreased by RM321,005 or $78,604 approximately 4% from RM8,170,665 or $2,000,750 for the six months ended June 30, 2025 to RM7,849,660 or $1,922,146 for the six months ended June 30, 2026. The decrease was primarily due to fluctuations in usage and revenue generated across the Company’s network of charging stations. The Company continued to expand and maintain its network in high-traffic locations and to strengthen its partnerships with venue operators. The business remains an established component of the Company’s diversified revenue base. |
Revenue from Rental
Revenue from the newly introduced coffee machine kiosk rental business contributed RM1,299,600 or $318,233 in 2026. The new business forms part of the Company’s strategy to diversify its product and service offerings within the F&B and automated retail sectors. By leveraging its existing Speed+ software capabilities and software customisation expertise, the Company is able to integrate technology and automation into the coffee machine kiosk rental model. As the business is at an early stage of development, the Company continues to evaluate customer adoption, deployment costs and the payback period of the equipment.
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| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Cost of sales from services | 26,076,313 | 22,553,942 | 5,522,783 | |||||||||
| Cost of sales from tangible products | 11,983,053 | 11,511,846 | 2,818,905 | |||||||||
| Cost of sales from rental | 164,720 | 404,859 | 99,138 | |||||||||
| Total cost of sales | 38,224,086 | 34,470,647 | 8,440,826 | |||||||||
Total cost of sales decreased by RM3,753,439 or $919,104 approximately 10% from RM38,224,086 or $9,359,930 for the six months ended June 30, 2025 to RM34,470,647 or $8,440,826 for the six months ended June 30, 2026. The decrease was primarily attributable to lower service-related costs and a reduction in the cost of tangible products, partially offset by higher depreciation costs associated with newly deployed assets for the Company’s coffee machine kiosk rental business.
Cost of Sales from Services
The cost of sales from services decreased by RM3,522,371 or $862,522 approximately 14% from RM26,076,313 or $6,385,305 for the six months ended June 30, 2025 to RM22,553,942 or $5,522,783 for the six months ended June 30, 2026. The decrease was primarily attributable to improved operating efficiency and the Company’s ability to manage service delivery costs as revenue remained relatively stable. The Company continued to incur costs relating to server capacity, network infrastructure, technical support, source code development and maintenance to support its operations and maintain system reliability. However, the benefits of infrastructure utilisation and operational efficiencies contributed to an overall reduction in service-related costs during the period.
Cost of Sales from Tangible Products
The cost of sales from tangible products decreased by RM471,207 or $115,385 approximately 4% from RM11,983,053 or $2,934,290 for the six months ended June 30, 2025 to RM11,511,846 or $2,818,905 for the six months ended June 30, 2026. The decrease was broadly consistent with the decline in revenue from food ordering kiosks and power bank charging stations during the period. The Company purchases these tangible products directly from suppliers and sells them to customers without performing installation work. Changes in product mix, sales volume and supplier pricing affected the overall cost of tangible products during the reporting period. The Company continued to manage procurement and supplier relationships to support product availability and cost efficiency.
Cost of Sales from Rental
The cost of sales from rental increased by RM240,139 or $58,803 approximately 146% from RM164,720 or $40,335 for the six months ended June 30, 2025 to RM404,859 or $99,138 for the six months ended June 30, 2026. The increase was primarily attributable to depreciation charges on newly deployed assets under the Company’s coffee machine kiosk rental business. The rental segment also continued to incur depreciation and other operating costs associated with its existing rental assets. The increase in rental costs was partially offset by the additional revenue generated from the newly introduced coffee machine kiosk rental business.
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| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Gross profit from services | 3,044,905 | 8,224,688 | 2,013,979 | |||||||||
| Gross profit from tangible products | 6,763,162 | 4,954,164 | 1,213,126 | |||||||||
| Gross (loss)/profit from rental | (164,720 | ) | 894,741 | 219,095 | ||||||||
| Total gross profit | 9,643,347 | 14,073,593 | 3,446,200 | |||||||||
Gross profit increased by RM4,430,246 or $1,084,833 approximately 46% from RM9,643,347 or $2,361,367 for the six months ended June 30, 2025 to RM14,073,593 or $3,446,200 for the six months ended June 30, 2026. The improvement was primarily attributable to the decrease in cost of sales, particularly service-related costs, while revenue remained relatively stable.
Services
The gross profit from services increased by RM5,179,783 or $1,268,372 approximately 170% from RM3,044,905 or $745,607 for the six months ended June 30, 2025 to RM8,224,688 or $2,013,979 for the six months ended June 30, 2026. The significant improvement was primarily attributable to the decrease in service-related cost of sales while service revenue remained broadly stable. The Company continued to invest in server infrastructure, technical support, source code development and maintenance to support its operations. However, improved utilisation of technical resources and infrastructure, together with greater operating efficiency, contributed to the substantial improvement in gross profit.
Tangible Products
The gross profit from tangible products reduced by RM1,808,998 or $442,969 approximately 27% from RM6,763,162 or $1,656,095 for the six months ended June 30, 2025 to RM4,954,164 or $1,213,126 for the six months ended June 30, 2026. The decrease was primarily attributable to the decline in revenue from food ordering kiosks, while revenue from power bank charging stations also decreased during the period. Although cost of sales decreased by approximately 4%, the reduction in revenue was greater than the corresponding reduction in product costs, resulting in lower gross profit for the segment.
Rental
The gross profit from rental increased by RM1,059,461 or $259,430 approximately 643% from loss of RM164,720 or $40,335 for the six months ended June 30, 2025 to profit of RM894,741 or $219,095 for the six months ended June 30, 2026. The improvement represented a significant turnaround in the rental segment and was primarily supported by the introduction of the Company’s coffee machine kiosk rental business during the period. The additional revenue helped offset depreciation and other operating costs associated with the newly deployed rental assets. As the business continues to develop, the Company expects asset utilisation and operating efficiency to remain key factors in the segment’s future profitability.
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| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Selling and administrative | (3,004,276 | ) | (5,307,927 | ) | (1,299,752 | ) | ||||||
| Employee benefit expenses | (246,705 | ) | (505,646 | ) | (123,818 | ) | ||||||
| Director emoluments | (617,923 | ) | (1,828,853 | ) | (447,831 | ) | ||||||
| Total operating expenses | (3,868,904 | ) | (7,642,426 | ) | (1,871,401 | ) | ||||||
| Operating income | 5,774,443 | 6,431,167 | 1,574,799 | |||||||||
Total operating expenses increased by RM3,773,522 or $924,022 approximately 98% from RM3,868,904 or $947,379 for the six months ended June 30, 2025 to RM7,642,426 or $1,871,401 for the six months ended June 30, 2026. The increase was primarily attributable to higher selling and administrative expenses, employee benefit expenses and director emoluments as the Company continued to expand its operations and corporate functions following its IPO. This rise in operating expenses was attributed to several key areas:
Selling and Administrative Expenses
These expenses increased by RM2,303,651 or $564,095 approximately 77% from RM3,004,276 or $735,657 for the six months ended June 30, 2025 to RM5,307,927 or $1,299,752 for the six months ended June 30, 2026. The increase was primarily attributable to higher legal and professional fees, marketing and promotional expenses, business development activities, and administrative costs associated with the Company’s expanded operations. The increase in legal and professional fees was mainly related to ongoing corporate, regulatory and compliance matters following the Company’s listing. The Company continued to invest in digital marketing and promotional activities to support customer acquisition and market development.
Employee Benefit Expenses
Employee benefit expenses increased by RM258,941 or $63,407 approximately 105% from RM246,705 or $60,411 for the six months ended June 30, 2025 to RM505,646 or $123,818 for the six months ended June 30, 2026. The increase was primarily attributable to the recognition of share-based payment expenses arising from the Company’s Employee Share Option Scheme (ESOS), together with higher employee-related costs associated with the expansion of the Company’s administrative and corporate support functions, including finance, human resources and general administration.
Director Emoluments
The expenses for director emoluments increased by RM1,210,930 or $296,520 approximately 196% from RM617,923 or $151,311 for the six months ended June 30, 2025 to RM1,828,853 or $447,831 for the six months ended June 30, 2026. The increase was primarily attributable to the implementation of new remuneration arrangements for directors during the current period, including the remuneration of newly appointed directors, as well as changes in the remuneration arrangements for existing directors. The increase also reflects the Company’s expanded corporate governance and oversight requirements following its listing.
7
Operating Income
Operating income increased by RM656,724 or $160,811 approximately 11% from RM5,774,443 or $1,413,988 for the six months ended June 30, 2025 to RM6,431,167 or $1,574,799 for the six months ended June 30, 2026. The increase was primarily driven by the significant improvement in gross profit, which increased by approximately 46% during the period and more than offset the increase in operating expenses.
The improvement in operating income was primarily driven by higher gross margins and improved cost efficiency, particularly within the services segment, which more than offset the mixed revenue performance across the Group’s business lines and the increase in operating expenses.
Key factors behind the improvement include:
| ● | Improved gross margins, particularly from the services segment; |
| ● | Lower overall cost of sales and improved service-related cost efficiency; and |
| ● | Increased contribution from social media management services and the newly introduced coffee machine kiosk rental business. |
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Other income | 822,043 | 50,948 | 12,477 | |||||||||
| Finance costs | (132,800 | ) | (173,080 | ) | (42,382 | ) | ||||||
| Non-operating income/(loss) | 689,243 | (122,132 | ) | (29,905 | ) | |||||||
| Profit before tax | 6,463,686 | 6,309,035 | 1,544,894 | |||||||||
| Tax Expenses | (981,662 | ) | (1,371,535 | ) | (335,849 | ) | ||||||
| Net profit | 5,482,024 | 4,937,500 | 1,209,045 | |||||||||
Other Income
Other income decreased by RM771,095 or $188,817 approximately 94% from RM822,043 or $201,294 for the six months ended June 30, 2025 to RM50,948 or $12,477 for the six months ended June 30, 2026. The decrease was primarily attributable to lower non-operating gains recognised during the current period compared with the corresponding period in 2025. Other income for the current period primarily comprised interest income, foreign exchange gains or losses and other miscellaneous income, including the reversal of provisions where applicable.
Finance Costs
Finance costs increased by RM40,280 or $9,863 approximately 30% from RM132,800 or $32,519 for the six months ended June 30, 2025 to RM173,080 or $42,382 for the six months ended June 30, 2026. The increase was primarily attributable to higher financing and interest-related costs incurred during the period. Despite the increase, finance costs remained relatively modest in relation to the Company’s overall operating results.
8
Non-Operating Income/(Loss)
Non-operating income reduced by RM811,375 or $198,680 approximately 117% from income of RM689,243 or $168,775 for the six months ended June 30, 2025 to loss of RM122,132 or $29,905 for the six months ended June 30, 2026. The movement was primarily attributable to the absence of certain gains recognised in the corresponding period of 2025 and changes in foreign exchange movements and other non-recurring items during the current period.
Profit Before Tax
Profit before tax decreased by RM154,651 or $37,869 approximately 2% from RM6,463,686 or $1,582,763 for the six months ended June 30, 2025 to RM6,309,035 or $1,544,894 for the six months ended June 30, 2026. The decrease was primarily attributable to the increase in operating expenses and the reduction in non-operating income, which offset the 46% improvement in gross profit during the period.
Tax Expenses
Tax expenses increased by RM389,873 or $95,469 approximately 40% from RM981,662 or $240,380 for the six months ended June 30, 2025 to RM1,371,535 or $335,849 for the six months ended June 30, 2026. The increase was in line with the higher profit before tax recorded during the period.
Net Profit
Net profit decreased by RM544,524 or $133,338 approximately 10% from RM5,482,024 or $1,342,383 for the six months ended June 30, 2025 to RM4,937,500 or $1,209,045 for the six months ended June 30, 2026. The decrease was primarily attributable to higher operating expenses, increased finance costs and lower other and non-operating income during the period, which offset the improvement in gross profit and operating income.
Despite the decrease in net profit, gross profit increased by approximately 46%, supported by improved gross margins and lower service-related cost of sales. Operating income also increased by approximately 11%. However, the impact of higher selling and administrative expenses, employee benefit expenses, director emoluments and lower non-operating income resulted in a modest decline in overall net profit for the period.
9
Liquidity and Capital Resources
| For the six months ended June 30, | ||||||||||||||
| 2025 | 2026 | 2026 | ||||||||||||
| RM | RM | Convenience Translation USD | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Net Profit for the period | 5,482,024 | 4,937,500 | 1,209,045 | |||||||||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||||||||
| Provisions | 25,296 | - | - | |||||||||||
| Depreciation | 1,416,746 | 2,375,429 | 581,671 | |||||||||||
| Amortization | 47,565 | 177,083 | 43,362 | |||||||||||
| Imputed interest of lease liability | 8,166 | 31,444 | 7,700 | |||||||||||
| Finance costs | 132,800 | 173,080 | 42,382 | |||||||||||
| Overdraft charges | 54,231 | 51,365 | 12,578 | |||||||||||
| Income tax expenses | 981,662 | 1,371,535 | 335,849 | |||||||||||
| Gain on disposal of plant & equipment | (460 | ) | - | - | ||||||||||
| Gain on lease termination | (4,790 | ) | - | - | ||||||||||
| Share-based payment expense | - | 4,748,609 | 1,162,792 | |||||||||||
| Expected credit loss (ECL), net | 1,779,458 | 2,235,888 | 547,502 | |||||||||||
| Operating cash flows before movements in working capital | 9,922,698 | 16,101,933 | 3,942,881 | |||||||||||
| Trade receivables | (4,180,063 | ) | (13,094,850 | ) | (3,206,535 | ) | ||||||||
| Other receivables and prepayment (cash related) | (8,934,588 | ) | (172,936 | ) | (42,347 | ) | ||||||||
| Other payables and accrued liabilities | 810,702 | 206,401 | 50,541 | |||||||||||
| Trade payables | 1,336,293 | 6,076,117 | 1,487,859 | |||||||||||
| Cash (used in)/generated from operations | (1,044,958 | ) | 9,116,665 | 2,232,399 | ||||||||||
| Income tax paid | (1,013,294 | ) | (1,242,552 | ) | (304,264 | ) | ||||||||
| Net cash (used in)/provided by operating activities | (2,058,252 | ) | 7,874,113 | 1,928,135 | ||||||||||
| Investing activities | ||||||||||||||
| Purchase of plant and equipment | (16,678,670 | ) | (3,944,574 | ) | (965,908 | ) | ||||||||
| Proceeds from disposal of plant and equipment | 833,172 | - | - | |||||||||||
| Net cash used in investing activities | (15,845,498 | ) | (3,944,574 | ) | (965,908 | ) | ||||||||
| Financing activities | ||||||||||||||
| Issuance of ordinary shares | 20,039,124 | 207,368 | 50,777 | |||||||||||
| Repayment of lease liabilities | (52,438 | ) | (191,308 | ) | (46,846 | ) | ||||||||
| Increase in fixed deposits | (10,215 | ) | (7,976 | ) | (1,953 | ) | ||||||||
| Overdraft charges paid | (54,231 | ) | (51,365 | ) | (12,578 | ) | ||||||||
| Repayment of bank loans | (355,386 | ) | (565,841 | ) | (138,557 | ) | ||||||||
| Loan interest paid | (132,800 | ) | (173,080 | ) | (42,382 | ) | ||||||||
| Proceeds from amount due from/(to) directors | 13,792 | - | - | |||||||||||
| Net cash provided by/(used in) financing activities | 19,447,846 | (782,202 | ) | (191,539 | ) | |||||||||
| Net increase in cash and cash equivalents | 1,544,096 | 3,147,337 | 770,688 | |||||||||||
| Cash and cash equivalents at beginning of period | 10 | 370,129 | 9,161,045 | 2,243,265 | ||||||||||
| Cash and cash equivalents at end of period | 10 | 1,914,225 | 12,308,382 | 3,013,953 | ||||||||||
| Supplement disclosures of non-cash activities | ||||||||||||||
| These transactions did not involve cash flows and are therefore excluded from the statement of cash flows in accordance with IAS 7 Statement of Cash Flows | ||||||||||||||
| Issuance of Class A ordinary shares for consultant services | - | 55,356 | 13,555 | |||||||||||
| Issuance of Class A ordinary shares for employee share option scheme | - | 2,527,939 | 619,016 | |||||||||||
| Issuance of Class A ordinary shares for consultant services (recognised as prepayments) | - | 3,700,905 | 906,241 | |||||||||||
| Issuance of Class A ordinary shares for advertisement services (recognised as prepayments) | - | 763,728 | 187,014 | |||||||||||
10
Operating activities
For the six months ended June 30, 2025, the Company used RM2,058,252 or $504,002 from operating activities. The net cash outflow was primarily attributable to profit before tax, adjusted for non-cash items, and changes in working capital, including increases in trade payables, other payables and accrued liabilities, partially offset by increase in trade receivables and other receivables and prepayments.
For the six months ended June 30, 2026, the Company generated RM7,874,115 or $1,928,135 from operating activities. The positive operating cash flow was primarily attributable to profit before tax, adjusted for non-cash items, together with favourable changes in working capital, including increases in trade payables and a increase in trade receivables. The significant improvement in operating cash flow reflects stronger operating cash generation and working capital management during the period.
Investing activities
For the six months ended June 30, 2025, the Company invested RM15,845,498 or $3,880,087 in plant and equipment, primarily for the acquisition of plant and equipment to support its business operations and expansion.
For the six months ended June 30, 2026, the Company used RM3,944,574 or $965,908 in investing activities, primarily for the acquisition of plant and equipment and other assets to support new business segments and technological development, partially offset by proceeds from the disposal of plant and equipment.
The decrease in net cash used in investing activities reflects lower capital expenditure during the current period compared with the corresponding period in 2025. The Company continued to invest selectively in assets and infrastructure to support its ongoing business operations and expansion.
Financing activities
For the six months ended June 30, 2025, the Company generated RM19,447,846 or $4,762,194 in financing activities. The cash inflow was primarily attributable to proceeds of RM20,039,124 (US$4,906,835) from the issuance of ordinary shares, mainly in connection with the Company’s IPO, partially offset by repayments of lease liabilities and bank loans, loan interest and overdraft charges paid, as well as other financing-related movements.
For the six months ended June 30, 2026, the Company used RM782,202 or $191,539 of net cash in financing activities. The net cash outflow was primarily attributable to repayments of bank loans and lease liabilities, loan interest and overdraft charges paid, partially offset by proceeds from the issuance of ordinary shares.
The lower net cash generated from financing activities compared with the corresponding period in 2025 was primarily due to the absence of the significant IPO-related proceeds received in the prior period. During the current period, the Company continued to utilise financing resources to support its operations while managing its existing debt and other financing obligations.
11
Capital Expenditure
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Investment in plant and equipment: | ||||||||||||
| Equipment & Machine | 9,647,031 | 3,944,574 | 965,908 | |||||||||
| License | 7,031,639 | - | - | |||||||||
| Total | 16,678,670 | 3,944,574 | 965,908 | |||||||||
For the six months ended June 30, 2025, the Company invested RM16,678,670 or $4,084,105 in plant and equipment.
For the six months ended June 30, 2026, the Company invested RM3,944,574 or $965,908 in plant and equipment.
Material Obligation for the twelve months ending June 30, 2026
| RM | RM | RM | RM | RM | RM | USD | ||||||||||||||||||||||
| Repayment Obligation | Leases | Bank Borrowings | Trade payable | Other payable | Tax payable | Total | Total | |||||||||||||||||||||
| Period ending June 30, 2027 | 330,501 | 1,227,285 | 6,411,187 | 1,955,754 | 5,117,937 | 15,042,664 | 3,683,495 | |||||||||||||||||||||
| Period ending June 30, 2028 | 316,163 | 1,201,004 | - | - | - | 1,517,167 | 371,510 | |||||||||||||||||||||
| Period ending June 30, 2029 | 385,859 | 785,891 | - | - | - | 1,171,750 | 286,926 | |||||||||||||||||||||
| Period ending June 30, 2030 | 54,382 | 737,527 | - | - | - | 791,909 | 193,915 | |||||||||||||||||||||
| Period ending June 30, 2031 | 54,981 | 509,570 | - | - | - | 564,551 | 138,242 | |||||||||||||||||||||
| After June 30, 2031 | 59,502 | 5,416 | - | - | - | 64,918 | 15,896 | |||||||||||||||||||||
| 1,201,388 | 4,466,693 | 6,411,187 | 1,955,754 | 5,117,937 | 19,152,959 | 4,689,984 | ||||||||||||||||||||||
12
The Company believes that current working capital is adequate to meet these repayment material obligations for the twelve months ending June 30, 2027.
In addition, the Company expect to generate additional cash flow from operational profit to meet repayment obligation beyond June 30, 2027.
Financing Arrangement
As of June 30, 2026, the Company had RM2,250,000 or $550,957 overdraft facility through subsidiaries from two banks, intended for working capital purposes, with no amounts drawn and the full facility remaining available.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Estimates
Useful lives of plant and equipment
The Group’s management determines the estimated useful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on the historical experience of the actual useful lives of plant and equipment of similar nature and functions. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic review could result in a change in depreciable lives and therefore depreciation charge in the future periods.
Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables. The information about the expected credit loss on the Group’s trade receivables is disclosed in Note 7.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk in the ordinary course of business. Our overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.
Foreign Currency Risk
The Group expose to foreign currency risk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group, with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoing basis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreign currency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
13
Interest Rate Risk
The Group exposed to interest rate risk arise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 13 of the financial statements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposure to interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, our profit would decrease or increase by approximately RM10,890 for the period ended June 30, 2026 and RM15,098 for the year ended December 31, 2025.
Liquidity Risk
Liquidity risk arises mainly due to general funding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows, which includes both principal and interest. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bank borrowings | ||||||||||||
| Repayment within: | ||||||||||||
| Less than 1 year | 1,515,098 | 1,538,032 | 376,618 | |||||||||
| Between 1 and 2 years | 1,515,681 | 1,415,001 | 346,491 | |||||||||
| Between 2 and 5 years | 2,805,652 | 2,263,088 | 554,162 | |||||||||
| Over 5 years | 126,513 | 5,479 | 1,342 | |||||||||
| Lease liabilities | ||||||||||||
| Repayment within: | ||||||||||||
| Less than 1 year | 382,416 | 351,216 | 86,002 | |||||||||
| Between 1 and 2 years | 364,216 | 351,216 | 86,002 | |||||||||
| Between 2 and 5 years | 672,552 | 521,157 | 127,616 | |||||||||
| Over 5 years | 92,312 | 35,128 | 8,602 | |||||||||
| Trade payable | ||||||||||||
| Repayment within less than 1 year | 335,070 | 6,411,187 | 1,569,906 | |||||||||
| Other payable | ||||||||||||
| Repayment within less than 1 year | 1,749,353 | 1,955,754 | 478,905 | |||||||||
Credit Risk
Credit risk primarily arises from the possibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conducting thorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent payment terms such as upfront payments and short billing cycles.
14
Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost.
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade receivable | ||||||||||||
| Collection within less than 1 year | 11,204,601 | 24,299,451 | 5,950,206 | |||||||||
| Other receivables | ||||||||||||
| Collection within less than 1 year | 142,730 | 681,895 | 166,976 | |||||||||
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Lifetime expected credit loss | ||||||||||||
| As at beginning of the year/period | - | 1,229,403 | 301,044 | |||||||||
| Add: Charge for the year/period | 1,229,403 | 3,465,291 | 848,546 | |||||||||
| Less: Reversal during the year/period | - | (1,229,403 | ) | (301,044 | ) | |||||||
| As at end of the year/period | 1,229,403 | 3,465,291 | 848,546 | |||||||||
Capital Risk Management
The Group manages its capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manage its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus trade and other payables less cash and bank balances. Total capital is calculated as total equity plus net debts. Capital includes equity attributable to the owners of the parent and non-controlling interest.
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Net debt | (2,670,486 | ) | (43,316 | ) | (10,607 | ) | ||||||
| Total equity | 102,011,998 | 120,339,450 | 29,467,518 | |||||||||
| Total capital | 99,341,512 | 120,296,134 | 29,456,911 | |||||||||
| Gearing ratio | (2.69 | )% | (0.04 | )% | (0.04 | )% | ||||||
Inflation
Malaysia’s inflation rates stood at 1.6% for the year ended December 31, 2025, and 1.9% for the period ended June 30, 2026. These figures indicate a moderate level of inflation during these periods and we believe that there will be no material impact on the Company.
15
Exhibit 99.2
SAGTEC GLOBAL LIMITED
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| CONTENTS | PAGE(S) | |
| 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 Unaudited Interim Condensed Consolidated Financial Statements | F-6 |
F-1
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2025 AND JUNE 30, 2026
| As of | ||||||||||||||||
| Note | December 31, 2025 |
June 30, 2026 |
June 30, 2026 |
|||||||||||||
| RM | RM | Convenience Translation USD |
||||||||||||||
| ASSETS | ||||||||||||||||
| Non-current assets | ||||||||||||||||
| Plant and equipment | 5 | |||||||||||||||
| Right-of-use assets | 6 | |||||||||||||||
| Prepayments | 9 | |||||||||||||||
| Total non-current assets | ||||||||||||||||
| Current assets | ||||||||||||||||
| Trade receivables, net | 7 | |||||||||||||||
| Other receivables | 8 | |||||||||||||||
| Prepayments | 9 | |||||||||||||||
| Cash and short term deposits | 10 | |||||||||||||||
| Amount due from director | 14 | |||||||||||||||
| Total current assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Trade payables | 7 | |||||||||||||||
| Other payables | 8 | |||||||||||||||
| Provisions | 12 | |||||||||||||||
| Tax payable | 15 | |||||||||||||||
| Lease liabilities | 6 | |||||||||||||||
| Bank borrowings | 13 | |||||||||||||||
| Total current liabilities | ||||||||||||||||
| Non-current liabilities | ||||||||||||||||
| Lease liabilities | 6 | |||||||||||||||
| Bank borrowings | 13 | |||||||||||||||
| Deferred tax liabilities | 15 | |||||||||||||||
| Total non-current liabilities | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| Equity | ||||||||||||||||
| Share capital, | 4 | |||||||||||||||
| Issuance of | 4 | |||||||||||||||
| Issuance of | 4 | |||||||||||||||
| Reserves | 16 | |||||||||||||||
| Retained earnings | ||||||||||||||||
| Shareholders’ equity | ||||||||||||||||
| Non-controlling interest | ||||||||||||||||
| Total equity | ||||||||||||||||
| Total liabilities and equity | ||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
| For the six months ended June 30, | ||||||||||||||||
| Note | 2025 | 2026 | 2026 | |||||||||||||
| RM | RM | Convenience Translation USD |
||||||||||||||
| Revenue | 17 | |||||||||||||||
| Total revenue | ||||||||||||||||
| Cost of sales | 18 | ( | ) | ( | ) | ( | ) | |||||||||
| Total cost of sales | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ||||||||||||||||
| Selling and administrative expenses | 19 | ( | ) | ( | ) | ( | ) | |||||||||
| Selling and administrative expenses from related parties | 19 | ( | ) | ( | ) | ( | ) | |||||||||
| Income from operations before income tax | ||||||||||||||||
| Other income | ||||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Profit before income tax | ||||||||||||||||
| Income tax expense | 15 | ( | ) | ( | ) | ( | ) | |||||||||
| Net Profit for the period, representing total comprehensive income for the period | ||||||||||||||||
| Profit attributable to: | ||||||||||||||||
| Equity owners of the Company | ||||||||||||||||
| Non-controlling interests | ||||||||||||||||
| Total | ||||||||||||||||
| Weighted Average Number of Common Shares Outstanding –Basic and Diluted | ||||||||||||||||
| Basic and Diluted Net Income per Share | ||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
| Note | Number of outstanding shares |
Share capital |
Reserves | Retained earnings |
Shareholders’ equity |
Non-controlling interest |
Total equity |
|||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||||||||||
| Balance at January 1, 2025 | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares upon IPO, net | 4 | |||||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares | 4 | |||||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares | 4 | |||||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ||||||||||||||||||||||||||||||||
| Note | Number of outstanding shares | Share capital | Reserves | Retained earnings | Shareholders’ equity |
Non-controlling interest | Total equity | |||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ||||||||||||||||||||||||||||||||
Equity transaction reflect changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
| For the six months ended June 30, | ||||||||||||||||
| 2025 | 2026 | 2026 | ||||||||||||||
| RM | RM | Convenience Translation USD |
||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net Profit for the period | ||||||||||||||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||||||||||
| Provisions | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Amortization | ||||||||||||||||
| Imputed interest of lease liability | ||||||||||||||||
| Finance costs | ||||||||||||||||
| Overdraft charges | ||||||||||||||||
| Income tax expenses | ||||||||||||||||
| Gain on disposal of plant & equipment | ( | ) | ||||||||||||||
| Gain on lease termination | ( | ) | ||||||||||||||
| Share-based payment expense | ||||||||||||||||
| Expected credit loss (ECL), net | ||||||||||||||||
| Operating cash flows before movements in working capital | ||||||||||||||||
| Trade receivables | ( | ) | ( | ) | ( | ) | ||||||||||
| Other receivables and prepayment (cash related) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other payables and accrued liabilities | ||||||||||||||||
| Trade payables | ||||||||||||||||
| Cash (used in)/generated from operations | ( | ) | ||||||||||||||
| Income tax paid | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash (used in)/provided by operating activities | ( | ) | ||||||||||||||
| Investing activities | ||||||||||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ( | ) | ||||||||||
| Proceeds from disposal of plant and equipment | ||||||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Financing activities | ||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Increase in fixed deposits | ( | ) | ( | ) | ( | ) | ||||||||||
| Overdraft charges paid | ( | ) | ( | ) | ( | ) | ||||||||||
| Repayment of bank loans | ( | ) | ( | ) | ( | ) | ||||||||||
| Loan interest paid | ( | ) | ( | ) | ( | ) | ||||||||||
| Proceeds from amount due from/(to) directors | ||||||||||||||||
| Net cash provided by/(used in) financing activities | ( | ) | ( | ) | ||||||||||||
| Net increase in cash and cash equivalents | ||||||||||||||||
| Cash and cash equivalents at beginning of period | 10 | |||||||||||||||
| Cash and cash equivalents at end of period | 10 | |||||||||||||||
| Supplement disclosures of non-cash activities These transactions did not involve cash flows and are therefore excluded from the statement of cash flows in accordance with IAS 7 Statement of Cash Flows | ||||||||||||||||
| Issuance of Class A ordinary shares for consultant services | ||||||||||||||||
| Issuance of Class A ordinary shares for employee share option scheme | ||||||||||||||||
| Issuance of Class A ordinary shares for consultant services (recognised as prepayments) | ||||||||||||||||
| Issuance of Class A ordinary shares for advertisement services (recognised as prepayments) | ||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Sagtec Global Limited (the “Company”) was incorporated in the British Virgin Islands on October 31, 2023 with registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands while principal place of business of the Company at No. 43-2, Jalan Besar Kepong, Pekan Kepong, 52100 Kuala Lumpur, Malaysia.
The group structure which represents the operating subsidiaries and dormant companies as of the reporting date is as follow:
Details of the Company and its subsidiaries (collectively, the “Group”) are shown in the table below:
| Percentage of effective ownership | ||||||||||
| June 30, | ||||||||||
| Name | Date of incorporation | 2026 | 2025 | Place of incorporation | Principal activities | |||||
| % | % | |||||||||
| Sagtec Global Limited | ||||||||||
| Sagtec Group Sdn Bhd | ||||||||||
| CL Technologies (International) Sdn Bhd | ||||||||||
The Group develops IT products, services, and solutions using the subscription as a service model, generating stable and sustainable revenue from our SaaS offerings.
As described above, the Company, through a series of transactions which is accounted for as a reorganization of entities under a common control (the “Reorganization”), will become the ultimate parent of its subsidiaries.
Through the reorganization, the Company will be the holding company of its subsidiaries. Accordingly, the consolidated financial statements will be prepared on a consolidated basis by applying the principle of common control as if the reorganization has been completed at the beginning of the first reporting period.
Based on the above, the Group concluded that the Company and its subsidiaries are effectively controlled by the shareholder before and after the Reorganization and the Reorganization is considered under common control. The transactions above were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at carrying value and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
F-6
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES |
BASIS OF PREPARATION
The unaudited interim condensed consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) for the six months ended June 30, 2026 and 2025.
These unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026 and 2025 should be read in conjunction with the Group’s last audited annual consolidated financial statements for the years ended December 31, 2025 and 2024. They do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting Standard. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since last annual consolidated financial statements.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
These unaudited interim condensed consolidated financial statements were approved by the board of directors of the Company on September 16, 2026.
ADOPTION OF NEW AND REVISED STANDARDS
On January 1, 2025 the Group has adopted the new or amended IFRS and interpretations issued by the IFRS interpretations Committee (IFRS IC) that are mandatory for application for the fiscal year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and IFRS IC.
The adoption of these new or amended IFRS and IFRS IC did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
F-7
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
COMMON CONTROL & MERGER ACCOUNTING
The acquisition of entities, businesses or assets under common control are accounted for in accordance with merger accounting.
The unaudited interim condensed consolidated financial statements incorporate the financial statements of the consolidated entities or businesses in which the common control consolidation occurs as if they had been consolidated from the date when the consolidation entities or businesses first came under the control of the controlling party.
The unaudited interim condensed consolidated financial statements have prepared using uniform accounting policies for like transactions and other events in similar circumstances.
All intra-group balances, transactions, income and expenses are eliminated in full on consolidation and the consolidated financial statements reflect external transactions only.
The net assets of the consolidated entities or businesses are consolidated using the existing carrying amounts from the controlling party’s perspective. No amount is recognized in respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over the acquisition cost at the time of common control consolidation. All differences between the cost of acquisition (fair value of consideration paid) and the amounts at which the assets and liabilities are recorded, arising from common control consolidation, have been recognized directly in equity as part of the capital reserve.
The unaudited interim condensed consolidated statements of profit or loss and other comprehensive income include the results of each of the consolidation entities or businesses from the earliest date presented or since the date when the consolidated entities or businesses first came under the common control, where this is a shorter period, regardless of the date of the common control consolidation.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls and entity when it 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. The financial statements of subsidiaries are included in the unaudited interim condensed consolidated financial statements from the date that control commences until the date that control ceases.
Loss of control
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any NCI, and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost.
CONVENIENCE TRANSLATION
Translations of amounts in the unaudited interim condensed consolidated statement of financial position, unaudited interim condensed consolidated statements of profit or loss and other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from RM into USD as of and for the period ended June 30, 2026 are solely for the convenience of the reader. Unless otherwise noted, all translations from RM into USD for the fiscal period ended June 30, 2026 were calculated at of USD
F-8
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
FINANCIAL ASSETS
Classification and measurement
Financial assets are recognized when a Group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.
Financial assets are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15 Revenue from Contracts with Customers (“IFRS 15”). Transaction costs that are directly attributable to the acquisition of financial assets (other than financial assets at fair value through profit or loss (“FVTPL”)) are added to the fair value of the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are recognized immediately in consolidated statement of profit or loss. The Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.
The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
| 1. | Financial assets at Fair Value through Profit or Loss (FVTPL) are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statements of income and comprehensive income in the period in which they arise. There are no financial assets classified as FVTPL |
| 2. | Financial assets at Fair Value through Other Comprehensive Income (FVTOCI) are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI. |
| 3. | Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non- current assets based on their maturity date. The Company has classified trade receivables, other receivables and amounts due from related parties at amortized cost. |
Impairment
The Group assesses at end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Group recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the accounts receivable.
The Group assesses expected credit losses for other receivables, including amounts due from directors, shareholders and related parties, based on a 12-month expected credit loss model at each reporting date. As at the reporting date, no loss allowance has been recognised as the expected credit losses are not material and there has been no significant increase in credit risk.
The Group measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.
ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flow from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of asset to another entity.
On derecognition of a financial asset measured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
F-9
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
FINANCIAL LIABILITIES
Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Group determines the classification of its financial liabilities at initial recognition.
Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Group trade payables, other payables and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
Derecognition of financial liabilities
The Group derecognizes financial liabilities when, and only when, the Group’s obligation are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
PLANT AND EQUIPMENT
Plant and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives they are accounted for separately.
| Computer and handphone | ||
| Equipment and machine | ||
| License | ||
| Right-of-use assets | ||
| Renovation |
Plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset, being the difference between the net disposal proceeds and the carrying amount, is recognized in profit or loss.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Impairment of assets are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. When the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount and an impairment loss shall be recognized. The recoverable amount of an asset is the higher of the asset’s fair value less costs to sell and its value in use, which is measured by reference to discounted future cash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized in profit or loss.
When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in profit or loss immediately.
F-10
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
LEASES
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months or less. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line method over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as a separate line item in the statements of financial position.
Right-of-use asset
The right-of-use asset is initially measured at cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any incentives received.
The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses, and adjustment for any remeasurement of the lease liability. The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those plant and equipment.
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other than lease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognized in profit or loss if the carrying amount has been reduced to zero.
PROVISIONS
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The discount rate shall be a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as interest expense in profit or loss.
Provision for warranties
The Group provides warranties for general repairs of defects. Provisions related to these assurance-type warranties are recognized when the product is sold. Initial recognition is based on historical experience. The estimate of warranty-related costs is revised annually.
F-11
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
REVENUE RECOGNITION
Revenue is derived principally from services, tangible products, rental and others.
Revenue from services
Revenue from services is recognized over time in the year in which the services rendered.
A receivable is recognized when the services are rendered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
| 1. | Subscription services from Speed + Pos software and QR ordering system, which allow our subscribers to gain access to our software. Performance obligation includes to ensure subscribers accessibility, bundled with training, maintenance and support on recurring basis, measured on time elapsed, renewed on monthly basis. |
| 2. | Software consultant and development services cater for customers seeks to customized point of sales system. Performance obligation includes the design and build of software-based systems, integration of hardware and software solutions, running and maintaining of IT infrastructure and procurement services. In all cases, the Company assesses if the multiple obligations should be accounted for as separate performance obligations or combined into a single performance obligation. The Company generally separates multiple obligations in a contract as separate performance obligations if those obligations are distinct, both individually and in the context of the contract. If multiple obligations in a contract are highly interrelated or require significant integration or customization within a group, they are combined and accounted for as a single performance obligation, measured on contract milestone. Contract duration range from two weeks to two months. |
| 3. | Social media management services, involves content creation, engagement, and advertising management. These services are considered as single performance obligation contracted to be delivered over a period of time, measured on time elapsed, renewed on monthly basis. |
| 4. | Data management and analysis services, involves handling and processing data to extract valuable insights that can inform decision-making and improve business operations. These services are considered as single performance obligation, measured on time elapsed contracted to be deliver over a period of time, measured on time elapsed, renewed on monthly basis. |
Revenue from tangible products
Revenue from tangible products is recognized at a point in time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group will collect the considerations to which it would be entitled to in exchange for the goods sold.
Revenue from rental of machinery
Revenue from rental is recognized at a point in time, measured through time lapsed results in entitlement to collection of revenue.
F-12
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less.
Bank overdrafts are presented as current borrowings in the statements of financial position.
SHARE CAPITAL
Class A Ordinary Shares and Class B Ordinary Shares are classified as equity. Incremental costs directly attributable to the issuance of new shares are deducted against the share capital account.
Class A Ordinary Shares carry one vote per share, while Class B Ordinary Shares carry twenty votes per share. Both classes rank equally in respect of dividends and distributions upon liquidation. Class B Ordinary Shares may be converted into Class A Ordinary Shares in accordance with the Company’s Memorandum and Articles of Association.
SHARE BASED PAYMENTS
The Company accounts for equity-settled share-based payment transactions in accordance with IFRS 2 Share-based Payment.
Where equity instruments are granted to employees, the fair value of the equity instruments granted is measured at the grant date and recognised as an employee expense over the vesting period, with a corresponding increase in equity. The amount recognised as an expense is adjusted at each reporting date to reflect the Company’s current estimate of the number of equity instruments expected to vest, except where the vesting condition is a market condition or other non-vesting condition. Market and other non-vesting conditions are taken into account in determining the grant-date fair value of the equity instruments and are not subsequently adjusted.
Where equity instruments are granted in exchange for goods or services received from non-employees, the transactions are measured at the fair value of the goods or services received, unless that fair value cannot be reliably measured, in which case the fair value of the equity instruments granted is used.
Where the goods or services are received immediately, the corresponding expense is recognised in profit or loss. Where the goods or services relate to future periods, the amounts are recognised as prepayments and subsequently expensed or capitalised as the related services are received or assets are recognised.
Equity-settled share-based payments are recognised as an increase in equity.
INCOME TAX
Current tax assets and liabilities are the expected amount of income tax recoverable or payable to the taxation authorities, measured using tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period and are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss (either in other comprehensive income or directly in equity).
Deferred taxes are recognized using the liability method for temporary differences other than those that arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on the period.
Deferred tax assets are recognized for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefits will be realized.
F-13
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
INCOME TAX (cont.)
Current and deferred tax items are recognized in correlation to the underlying transactions either in profit or loss, other comprehensive income or directly in equity.
Current tax assets and liabilities or deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity (or on different tax entities but they intend to settle current tax assets and liabilities on a net basis) and the same taxation authority.
EMPLOYEE BENEFITS
Defined contribution plan
The Company participates in Employees Provident Fund (EPF), Malaysia’s national defined contribution plan, employees are required to contribute a specified percentage of their monthly salary to the EPF, which is deducted from their salaries each month. The company also contributes a specified percentage based on the employees’ monthly salaries, as mandated by the EPF regulations. The Company’s contributions are recognized as an expense in the period when employees render related services, and this expense is recorded in the profit or loss statement under employee benefits expense. A liability is recognized for unpaid contributions at the end of each reporting period, representing amounts due to the EPF but not yet paid. Contributions are measured at the statutory rates applicable during the period. In the financial statements, the total amount of contributions made to the EPF during the reporting period is disclosed in the notes under employee benefits.
Actuarial risk (that benefits will be less than expected) and investment risk (that assets invested will be insufficient to meet expected benefits) fall, in substance, on the employee.
DEFERRED OFFERING COSTS
Deferred offering costs are specific expenses incurred during the process of preparing for an offering of securities, including legal, accounting, underwriting, and other fees directly associated with the offering. These costs are initially recorded as an asset when incurred, provided it is probable that the offering will be successfully completed, and are capitalized as “Deferred Offering Costs” on the statement of financial position. Only direct and incremental costs clearly attributable to the offering are capitalized, while general and administrative expenses not directly related to the offering process are expensed as incurred. Upon successful completion of the offering, deferred offering costs are reclassified from the statement of financial position to the statement of comprehensive income and recognized as a reduction of the proceeds from the offering within equity. If it becomes probable that the offering will not be completed, all deferred offering costs are expensed immediately in the period this determination is made.
FOREIGN CURRENCY TRANSACTIONS
The functional currency used by the Company is Malaysia Ringgit. Consequently, operations in currencies other than the Malaysian Ringgit are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.
At year-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the statement of financial position date. The profits or losses revealed are charged directly to the profit and loss account for the year in which they occur. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.
The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the year, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.
F-14
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
EARNINGS PER SHARE
Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of June 30, 2026 and December 31, 2025.
SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided for decision maker, whose members are responsible for allocating resources and assessing the performance of the operating segments.
BORROWING AND BORROWING COSTS
Borrowings are classified as current liabilities unless the Group has the unconditional right to postpone settlement for at least 12 months after the statement of financial position date, in which case they are classified as non-current liabilities.
Borrowings are initially recorded at fair value, net of any transaction costs. They are then measured at amortized cost. The difference between the initial proceeds (after deducting transaction costs) and the repayment amount is recognized in profit or loss over the term of the borrowings using the effective interest rate method.
Borrowing costs are recognized in profit or loss using the effective interest method except for borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset
| 3 | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
The preparation of these unaudited interim condensed consolidated financial statements in conformity with IFRS require the directors of the Company to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors have considered the development, selection and disclosure of the Group’s critical accounting judgements and estimates. The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below:-
Useful lives of plant and equipment
The Group’s management determines the estimated useful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on the historical experience of the actual useful lives of plant and equipment of similar nature and functions. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic review could result in a change in depreciable lives and therefore depreciation charge in the future periods.
Impairment of Trade Receivables
The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables. The information about the expected credit loss on the Group’s trade receivables is disclosed in Note 7.
F-15
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4 | ISSUANCE OF SHARES |
| Ordinary Shares# | ||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||||
| Shares | Amount (RM) | Shares | Amount (RM) | |||||||||||||
| Balance as at December 31, 2025 | ||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||
| Balance as at June 30, 2026 | ||||||||||||||||
During the six months ended 30 June 2026, the Company entered into several arrangements involving the issuance of ordinary shares in consideration for consultancy, advertising and marketing services, employee compensation and other transactions.
On 26 March 2026, the Company entered into a consulting agreement with Riviera Springs Holdings for the consultancy services. In consideration for the services to be rendered, the Company issued
The services are expected to be provided over a period of 3 years. As the services are expected to be received on a continuous basis, the prepayment will be recognised in profit or loss on a straight-line basis over the service period as the services are rendered.
On 15 May 2026, the Company entered into a consulting arrangement with So Kui Kuen Peter for the provision of consultancy services. In consideration for the services to be rendered, the Company issued
On 15 May 2026, the Company issued
On 2 June 2026, the Company entered into a consulting arrangement with Walsh Capital Industries for the provision of consultancy services. In consideration for the services to be rendered, the Company issued
The services are expected to be provided over a period of 3 years. The prepayment will be recognised in profit or loss on a straight-line basis over the service period as the services are rendered, as the services are expected to be received on a continuous basis.
On 5 June 2026, the Company entered into an arrangement with FMW Media Works LLC for the provision of advertising and marketing services. In consideration for the services to be rendered, the Company issued
F-16
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4 | ISSUANCE OF SHARES (cont.) |
The advertising and marketing services are expected to be provided over a period of 2 years. The prepayment will be recognised in profit or loss as the related services are rendered.
On 17 June 2026, the Company issued
Differences Between Class A and Class B Ordinary Shares
The rights attached to Class A and Class B ordinary shares are set out in the Company’s Memorandum and Articles of Association (MAA).
The principal difference between the two classes is voting rights, as summarised below:
| ● | Voting Rights |
| ○ | Class A ordinary shares: Each Class A Share confers one vote at any meeting of shareholders or on any shareholders’ resolution. |
| ○ | Class B ordinary shares: Each Class B Share confers twenty votes at any meeting of shareholders or on any shareholders’ resolution. |
| ● | Dividend Rights |
| ○ | Both Class A and Class B Shares carry an equal entitlement to any distribution declared by the Company in accordance with the Act and the MAA. |
| ● | Rights on Liquidation |
| ○ | Class A and Class B Shares rank pari passu, each conferring an equal share in the distribution of any surplus assets of the Company upon liquidation. |
| ● | Conversion Rights |
| ○ | In accordance with clause 6.4 of the MAA, each Class B Share may be voluntarily converted into a Class A Share at the option of the holder, subject to the terms set out in the MAA. |
| 5 | PLANT AND EQUIPMENT |
| As of January 1, 2025 | Addition | Disposal | As of December 31, 2025 | Addition | As of June 30, 2026 | As of June 30, 2026 | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | Convenience Translation USD | ||||||||||||||||||||||
| Plant and equipment, at cost | ||||||||||||||||||||||||||||
| Equipment & Machine | ( | ) | ||||||||||||||||||||||||||
| Computer & Handphone | ||||||||||||||||||||||||||||
| License | ||||||||||||||||||||||||||||
| Renovation | ||||||||||||||||||||||||||||
| Total cost | ( | ) | ||||||||||||||||||||||||||
F-17
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 5 | PLANT AND EQUIPMENT (cont.) |
| As of January 1, 2025 | Depreciation for the year | Disposal | As of December 31, 2025 | Depreciation for the | As of June 30, 2026 | As of June 30, 2026 | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | Convenience Translation USD | ||||||||||||||||||||||
| Plant and equipment, at cost | ||||||||||||||||||||||||||||
| Equipment & Machine | ( | ) | ||||||||||||||||||||||||||
| Computer & Handphone | ||||||||||||||||||||||||||||
| License | ||||||||||||||||||||||||||||
| Renovation | ||||||||||||||||||||||||||||
| Total cost | ( | ) | ||||||||||||||||||||||||||
| As of December 31, 2025 | As of June 30, 2026 | As of June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Carrying Amount | ||||||||||||
| Equipment & Machine | ||||||||||||
| Computer & Handphone | ||||||||||||
| License | ||||||||||||
| Renovation | ||||||||||||
| Total carrying amount | ||||||||||||
| 6 | RIGHT OF USE ASSETS |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience USD | ||||||||||
| Right-Of-Use Assets, cost | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: New right-of-use asset recognized | ||||||||||||
| Less: Termination | ( | ) | ||||||||||
| Less: Modification | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||
| Right-Of-Use Assets, accumulated amortization | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Amortization of the year/period | ||||||||||||
| Less: Termination | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||
| Right-Of-Use Assets, carrying amount | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| As at end of the year/period | ||||||||||||
F-18
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 6 | RIGHT OF USE ASSETS (cont.) |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Lease Liability | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: New lease recognized | ||||||||||||
| Add: Imputed interest | ||||||||||||
| Less: Modification | ( | ) | ||||||||||
| Less: Principal repayment | ( | ) | ( | ) | ( | ) | ||||||
| Termination | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||
| Lease liability current portion | ||||||||||||
| Lease liability non-current portion | ||||||||||||
| Maturities of Lease | ||||||||||||
| Year ending December 31, 2026 | - | - | ||||||||||
| Year ending December 31, 2027 | - | - | ||||||||||
| Year ending December 31, 2028 | - | - | ||||||||||
| Year ending December 31, 2029 | - | - | ||||||||||
| Year ending December 31, 2030 | - | - | ||||||||||
| After December 31, 2030 | - | - | ||||||||||
| - | - | |||||||||||
| Maturities of Lease | ||||||||||||
| Period ending June 30, 2027 | - | |||||||||||
| Period ending June 30, 2028 | - | |||||||||||
| Period ending June 30, 2029 | - | |||||||||||
| Period ending June 30, 2030 | - | |||||||||||
| Period ending June 30, 2031 | - | |||||||||||
| After June 30, 2031 | - | |||||||||||
| - | ||||||||||||
F-19
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 7 | TRADE RECEIVABLES AND TRADE PAYABLES |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade receivables, gross | ||||||||||||
| Third parties | ||||||||||||
| Less: Provision for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Trade receivables, net | ||||||||||||
Provision for expected credit losses movement schedule
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: Charge for the year/period | ||||||||||||
| Less: Reversal during the year/period | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||
Trade receivables are non-interest bearing, generally on
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade payables, gross | ||||||||||||
| Third parties | ||||||||||||
| Trade payables, net | ||||||||||||
Trade payables are non-interest bearing, generally on
F-20
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 8 | OTHER RECEIVABLES AND OTHER PAYABLES |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Prepayments, deposits & other receivables | ||||||||||||
| Rental deposit | ||||||||||||
| Utility deposit | ||||||||||||
| Other deposits | ||||||||||||
| Other receivables | ||||||||||||
| Deferred offering costs | ||||||||||||
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Accrued liabilities & other payables | ||||||||||||
| Employee benefits payable | ||||||||||||
| Lease payable | ||||||||||||
| Accrued operating expenses | ||||||||||||
| Utilities payable | ||||||||||||
| 9 | PREPAYMENTS |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Non-current prepayments | ||||||||||||
| Consultant services | ||||||||||||
| Licensing | ||||||||||||
| Server infrastructure | ||||||||||||
| Project management services | ||||||||||||
| Advertisement services | ||||||||||||
F-21
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 9 | PREPAYMENTS (cont.) |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Current prepayments | ||||||||||||
| Consultant services | ||||||||||||
| Project management services | ||||||||||||
| Advertisement services | ||||||||||||
For the period ended June 30, 2026, the above prepayments include amounts arising from equity-settled share-based payment arrangements, whereby the Company issued ordinary shares as consideration for future services and assets in accordance with IFRS 2 Share-based Payment. The prepayments are classified as current or non-current based on the expected timing of receipt of the underlying services and delivery of assets.
The prepayments relating to Tan Yee How and Kinetic Seas Incorporated arose from ordinary shares issued by the Company during the year ended December 31, 2025. As at June 30, 2026, RM
During the period ended June 30, 2026, the Company issued additional ordinary shares as consideration for future consultancy, advertising and marketing services. Accordingly, RM
The current portion primarily relates to consultant services, advertising services and project management services expected to be rendered within twelve months from the reporting date, amounting to RM
The non-current portion comprises (i) licensing rights and server infrastructure of RM
F-22
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 10 | CASH AND SHORT-TERM DEPOSITS |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Cash | ||||||||||||
| Pledged Deposits | ||||||||||||
| Total | ||||||||||||
Pledged deposits are fixed deposit pledged to banks with maturity less than
For the purpose of presenting the consolidated statement of cash flows, cash and cash equivalents comprise the following at the end of the financial year
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Cash and short-term deposits | ||||||||||||
| Pledged Deposits | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
| 11 | RELATED PARTIES DISCLOSURES |
| a. | Related party transactions |
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Payments made on behalf by director | ||||||||||||
| Selling and administrative expenses charged from related parties | ||||||||||||
Related parties comprise mainly shareholders or companies controlled by director or shareholders.
F-23
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11 | RELATED PARTIES DISCLOSURES (cont.) |
| b. | Remuneration of key management personnel |
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Ng Chen Lok, Chairman, CEO & Director | ||||||||||||
| - Director fee | ||||||||||||
| Robert Michael Harrison Jr, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Lai Fuu Sing, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Pan Seng Wee, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Ng Aik Soon, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Chen Xiang Foong, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Elain Binti Lockman, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Zuria Hajar Bt Mohd Adnan, CFO & Director | ||||||||||||
| - Salary | ||||||||||||
| - Employer Contribution to Defined Contribution Plan | ||||||||||||
| - Employer Contribution to Insurance Scheme | ||||||||||||
| Loong Xin Yee, COO | ||||||||||||
| Tan Kim Chuan, CTO | ||||||||||||
| - Salary | ||||||||||||
| - Employer Contribution to Defined Contribution Plan | ||||||||||||
| - Employer Contribution to Insurance Scheme | ||||||||||||
| 12 | PROVISIONS |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: Provision for reinstatement cost during the year/period | ||||||||||||
| Less: Unclaimed warranty during the year/period | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||
The Group provides a one-year warranty on all food kiosk ordering machines and power bank charging stations sold, covering defects in materials and workmanship. The warranty provision is assessed at each reporting date based on historical claims experience, product defect trends, customer complaints and service reports, supplier warranty coverage arrangements, and post-year-end events up to the date of approval of the financial statements.
F-24
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 12 | PROVISIONS (cont.) |
For the financial year ended 31 December 2025, no warranty provision has been recognized as management assessed that no present obligation exists and the expected warranty claims are not probable or can be recovered from suppliers. Accordingly, the estimated outflow of economic resources is not material.
During the financial year ended 31 December 2025, the Group entered into a new lease arrangement which includes reinstatement obligations. Accordingly, a provision for reinstatement costs has been recognized, with a corresponding adjustment to the right-of-use asset.
| 13 | BANK BORROWINGS AND BANK OVERDRAFT |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Current | ||||||||||||
| Bank borrowings | ||||||||||||
| Non-current | ||||||||||||
| Bank borrowings | ||||||||||||
Bank borrowing
| Maturities of Bank Borrowing | ||||||||||||
| Year ending December 31, 2026 | - | - | ||||||||||
| Year ending December 31, 2027 | - | - | ||||||||||
| Year ending December 31, 2028 | - | - | ||||||||||
| Year ending December 31, 2029 | - | - | ||||||||||
| Year ending December 31, 2030 | - | - | ||||||||||
| After December 31, 2030 | - | - | ||||||||||
| - | - | |||||||||||
| Maturities of Bank Borrowing | ||||||||||||
| Period ending June 30, 2027 | - | |||||||||||
| Period ending June 30, 2028 | - | |||||||||||
| Period ending June 30, 2029 | - | |||||||||||
| Period ending June 30, 2030 | - | |||||||||||
| Period ending June 30, 2031 | - | |||||||||||
| After June 30, 2031 | - | |||||||||||
| - | ||||||||||||
F-25
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 13 | BANK BORROWINGS AND BANK OVERDRAFT (cont.) |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Fair value of non-current borrowing | ||||||||||||
| Undrawn borrowing facility | ||||||||||||
| Weighted average interest rate | % | % | % | |||||||||
All borrowings by the company are personally guaranteed by the director. In the event the company is unable to meet its loan obligations, the director will be held accountable and responsible for repaying the loans.
Reconciliation of liabilities arising from financing activities
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bank borrowing | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Proceeds from borrowing | ||||||||||||
| Scheduled repayment | ( | ) | ( | ) | ( | ) | ||||||
| Non-cash changes | ||||||||||||
| Finance cost | ||||||||||||
| As at end of the year/period | ||||||||||||
| Lease liability | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Scheduled repayment | ( | ) | ( | ) | ( | ) | ||||||
| Non-cash changes | ||||||||||||
| Addition during the year | ||||||||||||
| Modification | ) | |||||||||||
| Imputed interest | ||||||||||||
| Termination | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||
F-26
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14 | AMOUNT DUE FROM DIRECTOR |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Amount due from director | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Advances | ( | ) | ( | ) | ||||||||
| Share subscription receivable | ||||||||||||
| As at end of the year/period | ||||||||||||
The share subscription receivable represents consideration receivable from a director pursuant to the subscription of the Company’s Class A ordinary shares. The amount is unsecured, non-interest bearing and repayable on demand.
| 15 | INCOME TAX |
| As of | ||||||||||||||||
| June 30, 2025 | December 31, 2025 | June 30, 2026 | June 30, 2026 | |||||||||||||
| RM | RM | RM | Convenience Translation USD | |||||||||||||
| Tax payable | ||||||||||||||||
| As at beginning of the year/period | ||||||||||||||||
| Tax expenses | ||||||||||||||||
| Tax payment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||||||
Deferred tax liabilities | ||||||||||||||||
| Accelerated tax depreciation | ||||||||||||||||
| As at beginning of the year/period | ||||||||||||||||
| Tax expenses | ||||||||||||||||
| As at end of the year/period | ||||||||||||||||
| Income tax expenses | ||||||||||||||||
| - Current year/period | ||||||||||||||||
| - Origination of temporary differences | ||||||||||||||||
| Total income tax expenses | ||||||||||||||||
F-27
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 15 | INCOME TAX (cont.) |
A reconciliation between tax expense and the product of accounting profit multiplied by applicable corporate tax rate for the financial years ended June 30, 2025, December 31, 2025 and June 30, 2026 were as follows:
| As of | ||||||||||||||||
| June 30, 2025 | December 31, 2025 | June 30, 2026 | June 30, 2026 | |||||||||||||
RM | RM | RM | Convenience Translation USD | |||||||||||||
| Tax reconciliation | ||||||||||||||||
| Profit before tax | ||||||||||||||||
| Tax calculated at tax rate of | ||||||||||||||||
| Effects of: | ||||||||||||||||
| - Lower domestic tax rate applicable to respective profits** | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| - Different tax rates in jurisdiction* | ( | ) | ( | ) | ( | ) | ||||||||||
| - Non-allowable expenditure | ||||||||||||||||
| - Income not subject to tax | ( | ) | ( | ) | ||||||||||||
| - Utilization of capital allowance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax expenses | ||||||||||||||||
| * |
| ** |
| 16 | RESERVES |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bargain purchase accounted as merger reserve in equity from acquisition of CL Technologies (International) Sdn Bhd | ||||||||||||
| Bargain purchase accounted as merger reserve in equity from acquisition of Sagtec Group Sdn Bhd | ||||||||||||
F-28
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 17 | REVENUES |
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Revenue from services | ||||||||||||
| Revenue from tangible products | ||||||||||||
| Revenue from rental | ||||||||||||
| Revenue from non-related parties | ||||||||||||
| Total revenue | ||||||||||||
| Revenue from services | ||||||||||||
| Performance obligation satisfied over time | ||||||||||||
| Subscription services | ||||||||||||
| Software consultation and development services | ||||||||||||
| Social media management services | ||||||||||||
| Data management & analysis services | ||||||||||||
| Revenue from tangible products | ||||||||||||
| Performance obligation satisfied at point in time | ||||||||||||
| Food ordering kiosk with screen | ||||||||||||
| Power bank charging station | ||||||||||||
| Revenue from rental | ||||||||||||
| Performance obligation satisfied at point in time | ||||||||||||
| Coffee Machine Kiosk Rental | ||||||||||||
| Total revenue | ||||||||||||
| 18 | COST OF SALES |
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Purchases | ||||||||||||
| Marketing | ||||||||||||
| Depreciation of plant and equipment | ||||||||||||
| Software development | ||||||||||||
| Server maintenance | ||||||||||||
| Employee benefit expenses | ||||||||||||
| Total | ||||||||||||
F-29
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 18 | COST OF SALES (cont.) |
Cost of sales from services consists of purchases and maintenance of power servers, purchases of API software, marketing and advertising expenses incurred on behalf of customers, server maintenance, source code, software development, and depreciation.
Cost of sales from tangible products consists of purchases of food ordering kiosks, and power bank charging machines.
Cost of sales from rental consists of depreciation.
Total depreciation included in cost of sales amounted to RM
| 19 | EXPENSES BY NATURE |
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Employee benefit expenses | ||||||||||||
| - Director emoluments | ||||||||||||
| - Staff costs | ||||||||||||
| - Employer Contribution to Defined Contribution Plan | ||||||||||||
| - Employer Contribution to Insurance Scheme | ||||||||||||
| Depreciation of plant and equipment | ||||||||||||
| Amortization of ROU | ||||||||||||
| Provision for expected credit loss | ||||||||||||
| Provision for reinstatement cost | ||||||||||||
| 20 | FAIR VALUE OF ASSETS & LIABILITIES |
Asset and liabilities not measured at fair value.
Cash and bank balance, other receivables and payables carrying amounts of these balances approximate their fair values due to the short-term nature of these balances.
Trade receivables and trade payables carrying amounts (including trade balances due from/to related parties) approximate their fair values as they are subject to normal trade credit terms.
Bank borrowings carrying amounts approximate their fair values as they are subject to interest rates close to market rate of interests for similar arrangements with financial institutions.
Non-financial assets, including prepayments arising from share-based payment arrangements, are not within the scope of fair value disclosure under financial instruments standards and are therefore excluded from this disclosure.
F-30
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
The Company activities expose it to various risks, including market risk (comprising currency risk and interest rate risk), credit risk, and liquidity risk. The Company overall risk management strategy aims to minimize any adverse effects from the unpredictability of financial markets on its financial performance.
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Financial assets at amortized cost | ||||||||||||
| Cash | ||||||||||||
| Trade receivables, net | ||||||||||||
| Other receivables | ||||||||||||
| Fixed deposits | ||||||||||||
| Financial liabilities at amortized cost | ||||||||||||
| Trade payables | ||||||||||||
| Other payables & accrued liabilities | ||||||||||||
| Bank and other borrowings | ||||||||||||
| Lease liabilities | ||||||||||||
Foreign Currency Risk
The Group expose to foreign currency risk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group, with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoing basis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreign currency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
Interest Rate Risk
The Group exposed to interest rate risk arise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 13 of the financial statements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposure to interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, our profit would decrease or increase by approximately RM
Liquidity Risk
Liquidity risk arises mainly due to general funding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group into relevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date.
F-31
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.) |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bank borrowings | ||||||||||||
| Repayment within: | ||||||||||||
| Less than 1 year | ||||||||||||
| Between 1 and 2 years | ||||||||||||
| Between 2 and 5 years | ||||||||||||
| Over 5 years | ||||||||||||
| Lease liabilities | ||||||||||||
| Repayment within: | ||||||||||||
| Less than 1 year | ||||||||||||
| Between 1 and 2 years | ||||||||||||
| Between 2 and 5 years | ||||||||||||
| Over 5 years | ||||||||||||
| Trade payable | ||||||||||||
| Repayment within less than 1 year | ||||||||||||
| Other payable | ||||||||||||
| Repayment within less than 1 year | ||||||||||||
Credit Risk
Credit risk primarily arises from the possibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conducting thorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent payment terms such as upfront payments and short billing cycles.
Expected credit losses are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive.
F-32
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.) |
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade receivable | ||||||||||||
| Collection within less than 1 year | ||||||||||||
| Other receivables | ||||||||||||
| Collection within less than 1 year | ||||||||||||
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Lifetime expected credit loss | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: Charge for the year/period | ||||||||||||
| Less: Reversal during the year/period | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||
For the six-month period ended June 30, 2026 and the year ended December 31, 2025, the company recognises impairment losses based on the expected credit loss (ECL) model in accordance with IFRS 9 Financial Instruments. The ECL is measured using a lifetime expected credit loss approach for trade receivables, which reflects historical credit loss experience, current conditions, and forward-looking information.
Capital Risk Management
The Group manages its capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manage its capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus trade and other payables less cash and bank balances.
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Net debt | ( | ) | ( | ) | ( | ) | ||||||
| Total equity | ||||||||||||
| Total capital | ||||||||||||
| Gearing ratio | ( | )% | ( | )% | ( | )% | ||||||
F-33
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 22 | CONCENTRATIONS OF RISK |
Customer Concentration
For the period ended June 30, 2025, the Company generated total revenue of RM
For the period ended June 30, 2026, the Company generated total revenue of RM
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | Percentage of revenues | Trade receivables | ||||||||||||||||||||||
| RM | RM | % | % | RM | RM | |||||||||||||||||||
| SM Prominent Sdn Bhd | ||||||||||||||||||||||||
| KLC Ventures Sdn Bhd | ||||||||||||||||||||||||
| SMD Tech - FZCO | ||||||||||||||||||||||||
| Rams Solutions Sdn Bhd | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
Vendor Concentration
For the period ended June 30, 2025, the Company incurred cost of sale of RM
For the period ended June 30, 2026, the Company incurred cost of sale of RM
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of sale | Percentage of cost of sales | Accounts payable, trade | ||||||||||||||||||||||
| RM | RM | % | % | RM | RM | |||||||||||||||||||
| Vendor A | ||||||||||||||||||||||||
| Vendor B | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
F-34
SAGTEC GLOBAL LIMITED
AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 23 | OPERATING SEGMENTS |
Directors determine the basis of operating segments by analyzing the Group’s various revenue streams. They consider the nature of these revenues, the markets served, and the internal reporting structure. By segmenting the Group into distinct operating units, each with unique financial metrics and strategic goals, directors gain clearer insights into performance. This segmentation informs business decisions and resource allocation, allowing directors to target investments, manage costs, and optimize operations effectively for each segment.
The Group’s operations are located in Malaysia. All of the Group’s revenue from external customers based on the location of the Group’s operations is from Malaysia.
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||
| SAAS Business | Software Customization | Data Analysis & Hosting Services | Outright Purchase | Others | Total | |||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Cost of Revenue | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross Profit/(Loss) | ( | ) | ||||||||||||||||||||||
| Selling & Administrative Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income/(Loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Segment depreciation | ||||||||||||||||||||||||
| Segment amortization | ||||||||||||||||||||||||
| Segment Assets | ||||||||||||||||||||||||
| Segment Liabilities | ||||||||||||||||||||||||
| For the year ended December 31, 2025 | ||||||||||||||||||||||||
| SAAS Business | Software Customization | Data Analysis & Hosting Services | Outright Purchase | Others | Total | |||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Cost of Revenue | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross Profit | ||||||||||||||||||||||||
| Selling & Administrative Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income/(Loss) from operations | ( | ) | ( | ) | ||||||||||||||||||||
| Segment depreciation | ||||||||||||||||||||||||
| Segment amortization | ||||||||||||||||||||||||
| Segment Assets | ||||||||||||||||||||||||
| Segment Liabilities | ||||||||||||||||||||||||
F-35
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 23 | OPERATING SEGMENTS (cont.) |
| For the six months ended June 30, 2026 | ||||||||||||||||||||||||
| SAAS Business | Software Customization | Data Analysis & Hosting Services | Outright Purchase | Others | Total | |||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Cost of Revenue | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross Profit | ||||||||||||||||||||||||
| Selling & Administrative Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income/(Loss) from operations | ( | ) | ( | ) | ||||||||||||||||||||
| Segment depreciation | ||||||||||||||||||||||||
| Segment amortization | ||||||||||||||||||||||||
| Segment Assets | ||||||||||||||||||||||||
| Segment Liabilities | ||||||||||||||||||||||||
| 24 | SUBSEQUENT EVENTS |
On 2 July 2026, the Company issued
On August 18, 2026, the Company received a notification from the Nasdaq Listing Qualifications Department stating that the Company was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s Class A Ordinary Shares had remained below US$
The notification has no immediate effect on the listing or trading of the Company’s Class A Ordinary Shares on the Nasdaq Capital Market. The Company has been granted a compliance period of
The Company intends to monitor the closing bid price of its Class A Ordinary Shares and evaluate appropriate measures to regain compliance within the prescribed compliance period. As at the date these interim financial statements were authorized for issuance, the notification had no impact on the amounts recognised in the consolidated financial statements as at June 30, 2026.
Other than the above, the Company has evaluated subsequent events through the date the financial statements were available to be issued and determined that there were no other subsequent events that require disclosure or adjustment to the financial statements.
| 25 | CONTINGENCIES AND COMMITMENTS |
As of 30 June 2026, the Company has assessed a potential tax exposure arising from the recognition of revenue generated by Sagtec Global.
The potential exposure relates to the risk that Sagtec Global may be regarded as having a taxable presence in Malaysia, based on factors including: (i) key commercial and strategic decision-making functions being conducted in Malaysia; (ii) a significant portion of revenue being derived from customers based in Malaysia; and (iii) employees involved in operations being primarily located in Malaysia.
Notwithstanding the above, management is of the view that Sagtec Global does not have a taxable presence in Malaysia based on its current structure and governance framework. Nevertheless, as tax treatment may be subject to interpretation by the relevant authorities, there remains a potential exposure that Sagtec Global could be assessed to tax in Malaysia, which may result in additional tax liabilities, together with potential penalties and interest.
As at the reporting date, no provision has been recognized as management considers the likelihood of a material outflow of economic resources to be low. Accordingly, the matter is disclosed as a contingent liability in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
F-36
Exhibit 99.3
Sagtec Reports 46 Percent Gross Profit Growth and Expands International Business Momentum
Stronger margins and operating cash flow provide a foundation for growth across AI and data infrastructure
KUALA LUMPUR, MALAYSIA, September 16, 2026 (GlobeNewswire) – Sagtec Global Limited (Nasdaq: SAGT) (“Sagtec” or the “Company”), a provider of customizable software, technology infrastructure and digital solutions, today announced its unaudited financial results for the six months ended June 30, 2026. The Company delivered higher gross profit, wider margins and positive operating cash flow while continuing to build a broader growth platform across artificial intelligence, data infrastructure and technology-enabled solutions.
First Half 2026 Highlights
| ● | Gross profit increased 46% to RM14.1 million (US$3.4 million), while gross margin expanded to 29.0% from 20.1% in the prior-year period. |
| ● | Operating income increased 11% to RM6.4 million (US$1.6 million), reflecting improved service-related cost efficiency despite higher post-listing and expansion-related operating expenses. |
| ● | Net operating cash flow recorded a RM9.9 million (US$2.4 million) turnaround, improving from an outflow of RM2.1 million (US$0.5 million) in the first half of 2025 to an inflow of RM7.9 million (US$1.9 million) in the first half of 2026. |
| ● | Services revenue increased 6% to RM30.8 million (US$7.5 million), led by a 52% increase in social media management services revenue. |
| ● | Revenue increased 1% to RM48.5 million (US$11.9 million), compared with RM47.9 million (US$11.7 million) for the first half of 2025. |
| ● | Cash and cash equivalents reached RM12.3 million (US$3.0 million) as of June 30, 2026, with RM2.25 million (US$0.55 million) in fully undrawn overdraft facilities. |
| ● | Following the reporting period, Sagtec announced a 36-month data center management agreement with Viryatec Limited that is expected to generate approximately US$10 million in revenue over the contract term, together with a first order for 1,500 Halo AI Robots from a Dubai distributor valued at approximately US$3 million. |
Management Commentary
“Our first-half performance demonstrates that Sagtec is strengthening the economic foundation of its business,” said Chen Lok Ng, Chairman and Chief Executive Officer of Sagtec Global. “Gross profit increased 46%, gross margin expanded by 8.8 percentage points and operating activities generated RM7.9 million in cash. These results reflect better service delivery efficiency and give us greater capacity to execute our growth strategy.”
Mr. Ng continued, “The Viryatec agreement and the first Halo AI Robot order represent important progress in our expansion into data infrastructure and AI-enabled solutions. Together with our stronger cash position and established software platform, these developments broaden our sources of potential revenue and reinforce our confidence in Sagtec’s long-term growth opportunities. Our priority is disciplined execution and the conversion of these opportunities into sustainable value for shareholders.”
Business Momentum Following the Reporting Period
In July 2026, Sagtec announced a 36-month data center management agreement with Hong Kong-based Viryatec Limited that is expected to generate approximately US$10 million in revenue over the contract term. In August 2026, the Company announced its first order for 1,500 Halo AI Robots from a Dubai distributor, valued at approximately US$3 million. Neither development is included in the first-half results, and actual revenue recognition will depend on contractual performance, delivery and other applicable conditions.
Selected Financial Results
| RM and US$ thousands, except percentages | 1H 2026 RM / US$ | 1H 2025 RM / US$ | Change | |||||||||
| Revenue | 48,544 / 11,887 | 47,867 / 11,721 | 1 | % | ||||||||
| Services revenue | 30,779 / 7,537 | 29,121 / 7,131 | 6 | % | ||||||||
| Gross profit | 14,074 / 3,446 | 9,643 / 2,361 | 46 | % | ||||||||
| Gross margin | 29.0 | % | 20.1 | % | +8.8 pts | |||||||
| Operating income | 6,431 / 1,575 | 5,774 / 1,414 | 11 | % | ||||||||
| Net cash provided by/(used in) operating activities | 7,874 / 1,928 | (2,058) / (504 | ) | n.m. | ||||||||
Note: U.S. dollar amounts are convenience translations included in the Company’s interim financial information. Percentages may not add due to rounding. n.m. = not meaningful.
First Half Operating Review
Services remained the Company’s largest revenue category at 63.4% of total revenue. Services revenue increased 6% to RM30.8 million (US$7.5 million), led by 52% growth in social media management services. Subscription revenue remained stable at RM13.5 million (US$3.3 million), while data management and analysis services increased modestly to RM6.0 million (US$1.5 million).
Revenue from tangible products decreased 12% to RM16.5 million (US$4.0 million), due mainly to lower kiosk sales and the timing of customer deployments. The coffee machine kiosk rental business contributed RM1.3 million (US$0.3 million) in revenue and helped the rental segment generate RM0.9 million (US$0.2 million) in gross profit, compared with a gross loss in the prior-year period.
Total cost of sales decreased 10% to RM34.5 million (US$8.4 million). Gross profit from services increased 170% to RM8.2 million (US$2.0 million), reflecting improved use of technical resources and infrastructure. Operating expenses increased as Sagtec expanded its post-listing corporate capabilities and business development activities; nevertheless, operating income increased 11% to RM6.4 million (US$1.6 million). The improvement in gross profit and operating income was partially offset by higher corporate expenses, tax expense and lower non-operating income during the period.
2
Liquidity and Capital Resources
Net operating cash flow recorded a RM9.9 million (US$2.4 million) turnaround, improving from an outflow of RM2.1 million (US$0.5 million) in the first half of 2025 to an inflow of RM7.9 million (US$1.9 million) in the first half of 2026. Net cash used in investing activities decreased to RM3.9 million (US$1.0 million) from RM15.8 million (US$3.9 million), reflecting more selective capital expenditure. Cash and cash equivalents increased 34% to RM12.3 million (US$3.0 million) as of June 30, 2026, from RM9.2 million at December 31, 2025, providing greater flexibility to support operations and pursue growth opportunities.
Outlook and Strategic Priorities
Sagtec enters the second half of 2026 with improved gross margins, positive operating cash flow and increased cash resources. Management is focused on executing the Viryatec and Halo AI Robot engagements, expanding recurring and project-based revenue, preserving service delivery efficiency and deploying capital selectively across Malaysia and targeted international markets. The Company believes its growing capabilities in software, artificial intelligence, data analytics and technology infrastructure provide a broader base for long-term growth.
About Sagtec Global Limited
Sagtec Global Limited (Nasdaq: SAGT) is a Malaysia-headquartered AI technology company providing AI-asissted software solutions, enterprise technology platforms, and digital transformation services to businesses across Southeast Asia. The Company develops customizable enterprise software, intelligent data management platforms, and cloud-based technologies that support digital transformation across multiple industries. Its proprietary solutions, including the Speed+ cloud-based smart ordering platform, currently serve more than 12,000 clients. Since its IPO in March 2025, Sagtec has expanded its operations across Malaysia, Southeast Asia, and the Middle East. For more information, visit www.sagtec-global.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding, among other matters, the Company’s strategies, market opportunities, contracts, expected revenue, operating performance, growth prospects and financial condition. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including customer demand, project timing, contractual performance, delivery, competition, regulatory requirements, economic conditions and the risks described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update these statements, except as required by law.
Contact Information
Sagtec Global Limited Contact:
Wan Najwa Enche Khawari
Head of Public Relations & Corporate Affairs
Telephone +6011-6217 3661
Email: info.pr@sagtec-global.com
3
Filing Exhibits & Attachments
8 documentsPress Releases
- EX-99.1 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERA 228.9 KB
- EX-99.2 UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS 965.3 KB
- EX-99.3 PRESS RELEASE DATED SEPTEMBER [16], 2026, TITLED "SAGTEC REPORTS 46 PERCENT GROS 23.5 KB