VCI Global (Nasdaq: VCIG) outlines token strategy and major warrant settlement
Rhea-AI Filing Summary
VCI Global Limited is a British Virgin Islands holding company for a multi-disciplinary consulting group focused on business strategy and technology advisory, operating mainly in Malaysia with some clients in China, Singapore and the United States. It highlights a limited operating history since 2020, intense competition for consulting talent, dependence on key senior managers, exposure to Malaysian macroeconomic conditions, foreign-exchange risk between MYR and US$, and growing reliance on information technology, cybersecurity and data protection.
The group is expanding into AI, fintech and digital-asset activities, including real‑world‑asset token and exchange initiatives, and warns that extreme token price volatility, thin liquidity, custody and private‑key risks, and fast‑changing global regulation could lead to impairments, losses or business changes.
As a BVI foreign private issuer, VCIG can follow home‑country corporate governance practices, offers fewer shareholder remedies than many U.S. regimes, and may in some scenarios be treated as a passive foreign investment company for U.S. tax purposes. Ordinary shares outstanding were 26,310,352 as of December 31, 2025; this is a baseline figure, not the amount involved in specific transactions. Share‑based payment expense increased to US$6,651,698 in 2025. Multiple reverse stock splits (1‑for‑20, 1‑for‑30 and 1‑for‑60) were used mainly to maintain Nasdaq minimum bid‑price compliance, and Nasdaq issued a notice for late filing of the 2025 annual report. A court‑approved settlement with Esousa Group Holdings, LLC will deliver 821,469 new shares plus warrants for additional shares, including 401,025, 3,667,482 and 1,222,494 underlying shares, in exchange for prior warrants, adding equity dilution alongside sizable subsidiary disposals.
Positive
- None.
Negative
- Large equity issuance in legal settlement – Resolution with Esousa Group Holdings, LLC involves issuing 821,469 shares plus warrants for 401,025, 3,667,482 and 1,222,494 underlying shares, materially increasing potential dilution for existing holders.
- Repeated reverse stock splits – The company executed 1‑for‑20, 1‑for‑30 and 1‑for‑60 reverse stock splits between April 2025 and February 2026 to address Nasdaq minimum bid‑price issues, underscoring ongoing share‑price and listing pressure.
- Nasdaq compliance notice for late annual report – On May 19, 2026 VCIG received a notice for not timely filing its Form 20‑F for 2025 and must submit a remediation plan, creating near‑term uncertainty around continued Nasdaq listing status.
Key Figures
Key Terms
passive foreign investment companies ("PFICs") regulatory
Section 3(a)(10) regulatory
reverse stock split financial
Virtual Asset Service Provider (VASP) regulatory
FAQ
What is VCI Global (VCIG) and where does it conduct its main operations?
What digital-asset and token risks does VCI Global (VCIG) highlight?
What are the key terms of VCI Global’s (VCIG) settlement with Esousa Group Holdings, LLC?
What actions has VCI Global (VCIG) taken to maintain its Nasdaq listing?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission file number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Telephone:
Email:
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
An aggregate of
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | Other ☐ |
| * | If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ |
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
| INTRODUCTION | iv | |
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 13 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 36 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 36 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 56 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 65 |
| ITEM 8. | FINANCIAL INFORMATION | 66 |
| ITEM 9. | THE OFFER AND LISTING | 67 |
| ITEM 10. | ADDITIONAL INFORMATION | 67 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 72 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 74 |
| PART II | 75 | |
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 75 |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 75 |
| ITEM 15. | CONTROLS AND PROCEDURES | 75 |
| ITEM 16. | [RESERVED] | 77 |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 77 |
| ITEM 16B. | CODE OF ETHICS | 77 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 77 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | 78 |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 78 |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 78 |
| ITEM 16G. | CORPORATE GOVERNANCE | 79 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 79 |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 79 |
| ITEM 16J. | INSIDER TRADING POLICIES | 79 |
| ITEM 16K. | CYBERSECURITY | 79 |
| PART III | 80 | |
| ITEM 17. | FINANCIAL STATEMENTS | 80 |
| ITEM 18. | FINANCIAL STATEMENTS | 80 |
| ITEM 19. | EXHIBITS | 80 |
i
Effect of Rounding
Certain amounts and percentages included in this annual report, included in the section of this Annual Report on Form 20-F (the “annual report”) entitled “Item 5. Operating and Financial Review and Prospects” have been rounded for ease of presentation. The percentage figures included in this annual report have not been calculated in all cases on the basis of the rounded figures but on the basis of the original amounts prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in our audited consolidated financial statements. Certain other amounts that appear in this annual report may not sum due to rounding.
Market and Industry Data
This annual report contains data related to economic conditions in the market in which we operate. The information contained in this annual report concerning economic conditions is based on publicly available information from third-party sources that we believe to be reasonable.
Although we have no reason to believe any of this information or these reports are inaccurate in any material respect and believe and act as if they are reliable, neither we nor our agents have independently verified it. Governmental publications and other market sources, including those referred to above, generally state that their information was obtained from recognized and reliable sources, but the accuracy and completeness of that information is not guaranteed. In addition, the data that we compile internally, and our estimates have not been verified by an independent source. Except as disclosed in this annual report, none of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. Except as disclosed in this annual report, we have not sought or obtained the consent of any of these sources to include such market data in this annual report.
ii
FORWARD-LOOKING STATEMENTS
This annual report contains information that constitutes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In addition, from time to time we or our representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.
This annual report includes estimates and forward-looking statements, principally under the captions “Item 3. Key Information—Risk Factors, “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects.”
These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our ordinary shares. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us.
The words “believe,” “understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “seek,” “intend,” “expect,” “should,” “could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. We do not undertake any obligation to update publicly or to revise any forward-looking statements after we file this annual report because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this annual report might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements.
iii
INTRODUCTION
In this annual report, unless the context otherwise requires, references to:
| ● | all references to the “Company,” the “registrant,” “VCI,” “VCI Global,” “we,” “our,” or “us” in this annual report mean VCI Global Limited, a BVI business company; |
| ● | all references to the “British Virgin Islands” and “BVI” in this annual report mean the British Overseas Territory officially known as the Virgin Islands or the Territory of the British Virgin Islands; |
| ● | “year” or “fiscal year” mean the year ending December 31st; |
| ● | our fiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. Numerical figures included in this annual report have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them; and |
| ● | unless otherwise noted: (i) all industry and market data in this annual report is presented in U.S. dollars, (ii) all financial and other data related to VCI in this annual report is presented in U.S. dollars, (iii) all references to “$” or “US$” in this annual report (other than in our financial statements) refer to U.S. dollars and (iv) all references to “RM” or “MYR” in this annual report refer to Malaysian Ringgits. |
This annual report includes our audited consolidated financial statements for the fiscal years ended December 31, 2025, 2024, and 2023. In this annual report, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars. Certain amounts included in this annual report were originally denominated in Malaysian Ringgit (“MYR”) and have been translated into United States dollars (“US$”) for presentation purposes. Such translations are based on exchange rates prevailing as of specified dates or for specified periods. Fluctuations in the exchange rate between MYR and US$ may affect the value of our assets, liabilities, revenues, expenses and cash flows expressed in United States dollars.
This annual report contains translations of certain MYR amounts into U.S. dollars at specified rates. Unless otherwise stated, the following exchange rates are used in this annual report:
| December 31, | ||||||||
| US$ Exchange Rate | 2024 | 2023 | ||||||
| At the end of the year – MYR | MYR4.4704 to $1.00 | MYR4.5893 to $1.00 | ||||||
| Average rate for the year – MYR | MYR4.5606 to $1.00 | MYR4.5680 to $1.00 | ||||||
| December 31, | ||||
| RM Exchange Rate | 2025 | |||
| At the end of the year – US$ | $0.2474 to MYR1.00 | |||
| Average rate for the year – US$ | $0.2336 to MYR1.00 |
iv
Part I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
Item 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Risks Related to our Business and Operations
We are a growing company with a limited operating history. If we fail to achieve further marketplace acceptance for our services, our business, financial condition and results of operations will be adversely affected.
We were organized and commenced operations in April, 2020. As a result, we have only a limited operating history upon which you can evaluate our business and prospects. There can be no assurance that we will remain profitable, or that our enterprise consulting and investing business model will achieve further marketplace acceptance. Our marketing efforts may not generate a sufficient number of clients to sustain our business plan; our capital and operating costs may exceed planned levels; and we may be unable to develop and enhance our agency service offerings to meet the demands of our clients. If we are not successful in managing our business and operations, our financial condition and results of operations will be adversely affected.
A significant or prolonged economic downturn could have a material adverse effect on our results of operations.
Our results of operations are affected by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. A decline in the level of business activity of our clients could have a material adverse effect on our revenues and profit margin.
We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.
We depend to a large extent on our relationships with our clients and our reputation for high-caliber professional services and integrity to attract and retain clients. We obtain a substantial number of new engagements from existing clients or through referrals from existing clients. As a result, if a client is not satisfied with our services, it may diminish our reputation and become more damaging to our business than to other businesses. Additionally, if we fail to meet our contractual obligations or other arrangements with our clients, we could be subject to legal liability or loss of client relationships. Our contracts typically include provisions to limit our exposure to legal claims relating to our services and the applications we develop, but these provisions may not protect us or may not be enforceable in all cases.
If our affiliates, alliances or investee portfolio companies do not succeed, we may not be successful in implementing our growth strategy.
We have invested a substantial amount of time and resources in our affiliates, alliances, and investee portfolio companies, and we plan to make substantial additional acquisition investments in the future. The benefits we anticipate from these relationships are an important component of our growth strategy. If these relationships do not succeed, we may lose our investments or fail to obtain the benefits we hope to derive from them. Similarly, we may be adversely affected by the failure of one or more of our affiliates or alliances, which could lead to reduced marketing exposure, and a decreased ability to develop and gain access to solutions. Moreover, because most of our alliance relationships are nonexclusive, our alliance partners can form closer or preferred arrangements with our competitors. In addition, our venture capital activities may suffer from the poor performance of the portfolio companies in which we invest or our inability to obtain attractive returns on our investments to monetize these investments at all. These losses or failures could have a material and adverse impact on our growth strategy, which, in turn, could adversely affect our financial condition and results of operations.
1
The consulting services in business and technology industries are highly competitive, and we may not be able to compete effectively.
The consulting services in the business and technology industries in which we operate include a large number of participants and are highly competitive. We face competition from other business operations and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical and economic advisory firms, regional and specialty consulting firms, and the technology development advisory firms and some of these firms are global in nature and have access to more resources which may provide with the ability to highlight broader experiences to potential clients. In addition, because there are relatively low barriers to entry, we expect to continue to face additional competition from new entrants into the business operations and financial consulting industries. Many of our competitors have a greater national presence and are also international in scope, as well as having significantly greater personnel, financial, technical and marketing resources. In addition, these competitors may generate greater revenues and have greater name recognition than we do. Our ability to compete also depends in part on the ability of our competitors to hire, retain and motivate skilled consultants, the price at which others offer comparable services and our competitors’ responsiveness to their clients. If we are unable to compete successfully with our existing competitors or with any new competitors, our financial results will be adversely affected.
Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.
Our business involves the delivery of professional services and is highly labor-intensive. We rely heavily on our senior management team and our ability to retain them is particularly important to our future success. Given the highly specialized nature of our services, these people must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals. In addition, we rely on our senior management team to generate, handle and market our business. Further, in light of our limited operating history, our senior management’s personal reputations and relationships with our clients are a critical element in obtaining and maintaining client engagements. Qualified consultants are in great demand, and we face significant competition for both senior and junior consultants with the requisite credentials and experience. Our principal competition for talent comes from other consulting firms, accounting firms and technical and economic advisory firms, as well as from organizations seeking to staff their internal professional positions. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career paths or geographic locations than we do. Therefore, we may not be successful in attracting and retaining the skilled consultants we require to conduct and expand our operations successfully. Although we enter into non-solicitation agreements with our senior management team, we do not enter into non-competition agreements. Accordingly, members of our senior management team are not contractually prohibited from leaving or joining one of our competitors, and some of our clients could choose to use the services of that competitor instead of our services. Increasing competition for these consultants may also significantly increase our labor costs, which could negatively affect our margins and results of operations. Also, if one or more members of our senior management team leave and we cannot replace them with a suitable candidate quickly, we could experience difficulties in securing and successfully completing engagements and managing our business properly, which could harm our business prospects and results of operations.
Revenues from our performance-based engagements are difficult to predict, and the timing and extent of recovery of our costs is uncertain.
From time to time, primarily in our corporate advisory services and strategic planning practices, we enter into engagement agreements under which our fees include a significant performance-based component. Performance-based fees are contingent on the achievement of specific measures, such as our clients meeting cost-saving or other contractually defined goals. The achievement of these contractually defined goals is often impacted by factors outside of our control, such as the actions of our client or third parties. Because performance-based fees are contingent, revenues on such engagements, which are recognized when all revenue recognition criteria are met, are not certain and the timing of receipt is difficult to predict and may not occur evenly throughout the year. Should performance-based fee arrangements represent a greater percentage of our business in the future, we may experience increased volatility in our working capital requirements and greater variations in our quarter-to-quarter results, which could affect the price of our ordinary shares. In addition, an increase in the proportion of performance-based fee arrangements may offset the positive effect on our operating results from increases in our utilization rate or average billing rate per hour.
Developments in the social, political, regulatory and economic environment in the countries where we operate may have a material and adverse impact on us.
Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. For example, we have considerable operations in Malaysia, and negative developments in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Although the overall economic environment in Malaysia and other countries where we operate appear to be positive, there can be no assurance that this will continue to prevail in the future.
We have only a limited ability to protect our intellectual property rights, which are important to our success.
Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of some countries in which we provide services may offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property rights. The steps we take in this regard may not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we may not be able to detect unauthorized use or take appropriate and timely steps to enforce our intellectual property rights.
2
We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
Significant disruptions to our information technology systems or breaches of information security could adversely affect our business. In the ordinary course of business, we will collect, store and transmit large amounts of confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such information. We have also outsourced significant elements of our information technology infrastructure; as a result, we manage independent vendor relationships with third parties who are responsible for maintaining significant elements of our information technology systems and infrastructure and who may or could have access to our confidential information. The size and complexity of our information technology systems, and those of our third-party vendors, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained by us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive business position. While we have taken steps to protect such information and have invested in systems and infrastructures to do so, there can be no guarantee that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination or misuse of critical or sensitive information. The increasing sophistication and frequency of cybersecurity threats, including targeted data breaches, ransomware attacks designed to encrypt our data for ransom and other malicious cyber activities, pose a significant risk to the integrity and confidentiality of our data systems. A breach our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products, use our proprietary technology or information, and/or adversely affect our business position. Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations and/or cash flow.
Foreign exchange rate fluctuations and controls could have a material adverse effect on our earnings and the strength of our balance sheet.
Since we generate a substantial portion of our revenues in Malaysia, while our reporting currency is US$, we are exposed to fluctuations in the value of MYR against the US$. To the extent the US$ strengthens relative to the MYR, our revenues, profits, and asset values reported in US$ may be adversely affected upon translation from MYR into US$. Conversely, fluctuations in foreign exchange rates may also affect the comparability of our financial results between periods.
Foreign exchange rates may also impact international trade and economic conditions, as fluctuations in currencies may affect the relative value of goods and services between trading countries. We currently do not undertake hedging activities to mitigate foreign exchange or transaction risks and are therefore exposed to fluctuations in the value of the MYR against the US$. Consequently, short-term or long-term exchange rate movements or exchange controls may have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity.
Changes in tax laws, tax treaties as well as judgments and estimates used in the determination of tax-related asset (liability) and income (expense) amounts, could materially adversely affect our business, financial condition and results of operations.
We operate in jurisdictions and may be subject to the tax regimes and related obligations in the jurisdictions in which we operate or do business. Changes in tax laws, bilateral double tax treaties, regulations and interpretations could adversely affect our financial results. The tax rules of the various jurisdictions in which we operate or conduct business often are complex, involve bilateral double tax treaties and are subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken, may assess taxes where we have not made tax filings, or may audit the tax filings we have made and assess additional taxes. Such assessments, either individually or in aggregate, could be substantial and could involve the imposition of penalties and interest. For such assessments, from time to time, we use external advisors. In addition, governments could impose new taxes on us or increase the rates at which we are taxed in the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any new taxes, could materially and adversely impact our results, financial condition and liquidity. Additionally, our provision for income taxes and reporting of tax-related assets and liabilities require significant judgments and the use of estimates. Amounts of tax-related assets and liabilities involve judgments and estimates of the timing and probability of recognition of income, deductions and tax credits. Actual income taxes could vary significantly from estimated amounts due to the future impacts of, among other things, changes in tax laws, regulations and interpretations, our financial condition and results of operations, as well as the resolution of any audit issues raised by taxing authorities.
3
We will be subject to various risks related to artificial intelligence (“AI”) and technology as we expand.
As we plan to expand in the future, we believe we will become subject to various risks related to AI and technology, including the following:
| ● | AI and AI-related markets are still in their infancy in comparison to other widely used software types, and it is unclear whether AI and AI-related markets will continue to grow. |
| ● | AI is a fast-growing industry, and we must successfully adapt and manage technological advances in AI and AI-related markets, as well as effectively compete with the emergence of additional competitors in the industry in order to maintain and grow our AI-based business. Thus, the success of our AI-based business depends in large part on our ability to keep pace with rapid technological changes in the development and implementation of AI products and services. |
| ● | Failure to attract and retain additional qualified personnel in the AI field could also prevent us from executing our business strategy and growth plans. |
| ● | The information that AI learns may include highly confidential information. In the unlikely event of a leakage of such confidential information, our credibility may be negatively impacted, which may affect our business, operating results, and financial condition. |
| ● | AI algorithms heavily rely on data for training and decision-making. However, the quality, completeness, and accuracy of real estate data can be inconsistent. Incomplete or biased data can lead to flawed predictions and suboptimal outcomes. Also, AI models can inadvertently perpetuate biases present in historical data. In real estate, this could lead to discriminatory practices related to property valuation, tenant selection, or mortgage approvals. |
| ● | Handling sensitive personal information (e.g., financial records, property details) requires robust privacy safeguards. Data breaches or misuse could harm individuals and erode trust in AI-driven real estate solutions. |
| ● | While AI models can excel in specific tasks (e.g., property valuation, demand prediction), scaling them across diverse markets or adapting them to unique local contexts remains a challenge. Consulting services and technology markets vary significantly by location and regulations. AI models must adapt to local nuances. A one-size-fits-all approach may not work. |
| ● | Developing, deploying, and maintaining AI systems involve significant costs. Small businesses may struggle to afford AI solutions, limiting their access to advanced technology. |
| ● | The consulting services in the business and technology industries are influenced by economic cycles, geopolitical events, and unforeseen crises. AI models trained on historical data may struggle to predict sudden shifts or adapt to unprecedented situations. |
| ● | Beyond technical challenges, ethical dilemmas may arise because of the use of AI technology. |
Share-based payment may cause shareholding dilution to our existing shareholders and potentially have a material and adverse effect on our financial performance.
We adopted employee incentive plans for the benefit of our employees as remuneration for their services provided to us to incentivize and reward the eligible persons who have contributed to the success of our Company. For the years ended December 31, 2024 and 2025, we incurred share-based payment expenses of US$61,210 and US$6,651,698, respectively. To further incentivize our employees to contribute to us, we may grant additional share-based compensation in the future. Issuance of additional shares with respect to such share-based payment may dilute the shareholding percentage of our existing shareholders. Expenses incurred with respect to such share-based payment may also increase our operating expenses and therefore have a material and adverse effect on our financial performance.
We are exposed to substantial volatility, impairment, and liquidity risks as a result of our digital asset treasury activities and token holdings.
A significant part of our recent strategic initiatives involves the acquisition, holding, and management of digital assets, including OOB/OOBT tokens. The market prices of digital assets are highly volatile and may fluctuate significantly over short periods of time due to changes in market sentiment, trading activity, macroeconomic conditions, exchange outages, cybersecurity incidents, protocol developments, legal and regulatory actions, and other factors that are beyond our control. Because digital assets may experience sharp declines in value, our results of operations, financial condition, and the market price of our securities may be materially adversely affected by realized or unrealized losses, impairment charges, or adverse fair value adjustments.
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In addition, digital asset markets may be thin, fragmented, or subject to limited liquidity, particularly during periods of market stress. If we need to sell digital assets, pledge them, or otherwise monetize them at a time when liquidity is limited, we may be unable to do so on acceptable terms or at all. Market dislocations, delistings, exchange suspensions, or abrupt changes in trading availability could further impair our ability to value or dispose of our holdings. Any such events could materially adversely affect our business, financial condition, and results of operations.
Our digital assets and token-related activities are subject to custody, wallet, private-key, and cybersecurity risks, and any loss, compromise, or theft could result in the loss of some or all of our assets.
Digital assets are generally controllable only by the possessor of the applicable private keys or through custodial arrangements with third parties. As a result, our digital asset activities expose us to risks of loss arising from theft, hacking, phishing, insider misconduct, operational error, smart contract vulnerabilities, compromised credentials, or the loss, destruction, or unauthorized use of private keys, seed phrases, wallets, custodial accounts, or related access mechanisms. If any of these events were to occur, we could lose some or all of our digital assets, and such losses may be irreversible.
We also rely on third-party custodians, exchanges, wallet providers, and other infrastructure providers in connection with certain digital asset activities. These service providers may not be subject to the same regulatory standards, operational controls, insurance coverage, segregation requirements, or insolvency protections applicable to traditional financial intermediaries. A failure, compromise, insolvency, or service disruption affecting any such provider could impair our access to digital assets, delay transactions, result in losses, or expose us to litigation, investigations, or reputational harm.
The legal and regulatory treatment of digital assets, tokenized arrangements, stablecoins, and related activities remains uncertain and may change rapidly in ways that adversely affect us.
The legal status of digital assets and related activities under U.S. and non-U.S. law is evolving and remains uncertain. Depending on the facts and circumstances, particular crypto assets, token-related arrangements, or associated transactions may be treated differently for purposes of securities, commodities, payments, money transmission, AML/sanctions, custody, tax, accounting, consumer protection, market conduct, or other laws and regulations. The SEC issued an interpretation in March 2026 addressing how federal securities laws apply to certain crypto assets and transactions involving crypto assets, and the regulatory treatment of stablecoins and tokenized securities continues to depend heavily on structure and facts.
Regulators in the United States and elsewhere may in the future adopt, reinterpret, or enforce laws, rules, or policies that restrict or prohibit aspects of our current or planned digital asset activities, including our token holdings, treasury management activities, exchange-related initiatives, stablecoin-related engagements, or any role we may take in issuing, distributing, administering, or facilitating trading in digital assets. Any such developments could require us to obtain registrations, licenses, consents, or approvals; change or discontinue business lines; incur substantial compliance, legal, and operational costs; record asset impairments; or face investigations, penalties, injunctions, or private litigation.
Our efforts to source or operate under exchange, marketplace, or related digital asset licenses may not succeed and could expose us to significant compliance and enforcement risk.
We have disclosed that we are actively sourcing a license to operate as a regulated exchange in connection with our real-world asset and token-related initiatives. Any effort to obtain, maintain, or rely on exchange, trading venue, broker-dealer, alternative trading system, money services, or comparable licensing or regulatory status is complex, time-consuming, expensive, and uncertain. We may be unable to obtain the necessary approvals in the jurisdictions relevant to our operations, or any approvals we obtain may be subject to burdensome conditions, limitations, capital requirements, surveillance obligations, or ongoing examinations.
Even if we obtain or partner through a licensed framework, we may still be subject to investigations, changing interpretations, operational restrictions, or enforcement risk if regulators determine that our activities exceed the scope of available permissions or involve assets or transactions requiring different treatment. Failure to obtain or maintain required approvals, or any delay or disruption in doing so, could materially adversely affect our ability to implement our business strategy, generate revenue from digital asset initiatives, or continue certain planned operations.
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Risks Related to investing in a foreign private issuer and BVI Company
We may not be able to pay any dividends on our ordinary shares in the future due to BVI law.
Under BVI law, we may only pay dividends to our shareholders if the value of our assets exceeds our liabilities and we are able to pay our debts as they become due. We cannot give any assurance that we will declare dividends of any amounts, at any rate or at all in the future. Future dividends, if any, will be at the discretion of our Board of Directors, and will depend upon our results of operations, cash flows, financial condition, payment to us of cash dividends by our subsidiaries, capital needs, future prospects and other factors that our directors may deem appropriate.
As the rights of shareholders under British Virgin Islands law differ from those under U.S. law, you may have fewer protections as a shareholder.
Our corporate affairs will be governed by our memorandum and articles of association, the BVI Business Companies Act, 2004 (as amended), referred to below as the “BVI Act”, and the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are governed by the BVI Act and the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are largely codified in the BVI Act, but are potentially not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law. As a result of all the above, holders of our shares may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than they would as shareholders of a U.S. company.
British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
Shareholders of British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a British Virgin Islands company could, however, bring a derivative action in the British Virgin Islands courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
The laws of the British Virgin Islands may provide less protection for minority shareholders than those under U.S. law, so minority shareholders may have less recourse than they would under U.S. law if the shareholders are dissatisfied with the conduct of our affairs.
Under the laws of the British Virgin Islands, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the British Virgin Islands for business companies is limited.
We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less detailed than those of a U.S. issuer.
We report under the Exchange Act, as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, we will not be required to provide as detailed disclosure as a U.S. registrant, particularly in the area of executive compensation. It is possible that some investors may not be as interested in investing in our ordinary shares as the securities of a U.S. registrant that is required to provide more frequent and detailed disclosure in certain areas, which could adversely affect our share price.
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As a foreign private issuer and as permitted by the listing requirements of Nasdaq, we may follow certain BVI corporate governance rules instead of certain corporate governance requirements of Nasdaq.
As a foreign private issuer, we may follow certain of our home country corporate governance rules instead of certain corporate governance requirements of Nasdaq. For example, we are exempt from Nasdaq regulations that require a listed U.S. company to:
| ● | have a majority of the board of directors consist of independent directors as such term is defined by Nasdaq; |
| ● | have nominating and compensations committees that are fully independent, as defined by Nasdaq; |
| ● | provide the same level of disclosure on certain issues, such as executive compensation; |
| ● | solicit proxies and provide proxy statements for all shareholder meetings; |
| ● | seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares; and |
| ● | hold an annual meeting of shareholders no later than one year after the end of each of the company’s fiscal years. |
To the extent we determine to follow BVI corporate governance practices instead of Nasdaq governance requirements applicable to domestic issuers, you may not have the same protections afforded to shareholders of companies that are subject to these Nasdaq requirements.
We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.
In order to maintain our current status as a foreign private issuer, either (1) a majority of our ordinary shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lose this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We may also be required to make changes in our corporate governance practices in accordance with various SEC rules and the Nasdaq Capital Market’s listing standards. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs. We also expect that if we were required to comply with the rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified Board members.
We are a BVI-incorporated company with substantially all our assets located in Malaysia, and it may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers.
We are incorporated under the laws of the British Virgin Islands, and our directors are residents outside the United States. Moreover, substantially all our consolidated assets are located outside the United States, primarily Malaysia but also elsewhere in Southeast Asia. In addition, our directors or our executive officers do not reside in the British Virgin Islands. Although we are incorporated outside the United States, we have agreed to accept service of process in the United States through our agent designated for that purpose. Nevertheless, substantially all the consolidated assets owned by us are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States.
There is no treaty in force between the United States, on the one hand, and Malaysia or the British Virgin Islands, on the other hand, providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Malaysia or the British Virgin Islands. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability of the federal securities laws of the United States would be recognized or enforceable in Malaysia or the British Virgin Islands. In addition, holders of book-entry interests in our shares (for example, where such shareholders hold our shares indirectly through the Depository Trust Company) will be required to be registered shareholders as reflected in our register of members in order to have standing to bring a shareholder action and, if successful, to enforce a foreign judgment against us, our directors or our executive officers in the British Virgin Islands. The administrative process of becoming a registered shareholder could result in delays prejudicial to any legal proceedings or enforcement action. Consequently, it may be difficult for investors to enforce judgments against us, our directors or our officers’ judgments obtained in the United States which are predicated upon the civil liability provisions of the federal securities laws of the United States.
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Our corporate affairs are governed by our memorandum and articles of association and by the laws governing companies incorporated in the British Virgin Islands. The rights of our shareholders and the responsibilities of our Board members under BVI law may be different from those applicable to a corporation incorporated in the United States in material respects. Principal shareholders of BVI companies do not owe fiduciary duties to minority shareholders, as compared, for example, to controlling shareholders in corporations incorporated in Delaware. Our public shareholders may have more difficulty in protecting their interests in connection with actions taken by our management, our Board members or our principal shareholders than they would as shareholders of a corporation incorporated in the United States.
In addition, only persons who are registered as shareholders in our register of shareholders are recognized under BVI law as shareholders of our Company. Only registered shareholders have legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Investors in our shares who are not specifically registered as shareholders in our register of members (for example, where such shareholders hold shares indirectly through the Depository Trust Company) are required to become registered as shareholders in our register of members in order to institute or enforce any legal proceedings or claims against us, our directors or our executive officers relating to shareholder rights. Holders of book-entry interests in our shares may become registered shareholders by exchanging their book-entry interests in our shares for certificated shares and being registered in our register of members. Such a process could result in administrative delays which may be prejudicial to any legal proceeding or enforcement action.
Subject to the general authority to allot and issue new ordinary shares provided by our shareholders, under British Virgin Island law our directors may allot and issue new ordinary shares on terms and conditions and for such purposes as may be determined by our Board in its sole discretion.
Subject to the general authority to allot and issue new ordinary shares provided by our shareholders and BVI laws, we may allot and issue new ordinary shares on such terms and conditions and for such purposes as may be determined by our Board in its sole discretion. Any additional issuances of new ordinary shares may dilute our shareholders’ percentage ownership interests in our ordinary shares and/or adversely impact the market price of our ordinary shares.
We may be or become a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
The rules governing passive foreign investment companies (“PFICs”) can have adverse effects for U.S. federal income tax purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain categories of assets and the relative amounts of certain kinds of income. The determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances (such as the valuation of our assets, including goodwill and other intangible assets) and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. The fair market value of our assets is expected to relate, in part, to (a) the market price of our ordinary shares and (b) the composition of our income and assets, which will be affected by how, and how quickly, we spend any cash that is raised in any financing transaction. Moreover, our ability to earn specific types of income that we currently treat as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Because the value of our assets for the purpose of determining PFIC status will depend in part on the market price of our ordinary shares, which may fluctuate significantly. We do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, there can be no assurance that we will not be considered a PFIC for any taxable year.
If we are a PFIC, a U.S. Holder (defined below) would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund (“QEF”) or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. We do not intend to comply with the reporting requirements necessary to permit U.S. Holders to elect to treat us as a QEF. If a U.S. Holder makes a mark-to-market election with respect to its ordinary shares, the U.S. Holder is in its U.S. federal taxable income an amount reflecting any year end increase in the value of its ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (b) that was in existence on August 20, 1996, and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.
Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to ordinary shares.
If tax authorities were to successfully challenge our transfer pricing, there could be an increase in our overall tax liability, which could adversely affect our financial condition, results of operations and cash flows. In addition, the tax laws in the jurisdictions in which we operate are subject to differing interpretations. Tax authorities may challenge our tax positions, and if successful, such challenges could increase our overall tax liability. In addition, the tax laws in the jurisdiction in which we operate are subject to change. We cannot predict the timing or content of such potential changes, and such changes could increase our overall tax liability, which could adversely affect our financial condition, results of operations and cash flows.
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Risks Related to the Ownership of the Ordinary Shares
We have previously paid dividends but may not do so in the future.
While it is the intention of the Company to pay dividends in the future, dividend policy is subject to the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements and other factors. There is no assurance that our Board of Directors will declare dividends even if we are profitable. Under BVI law, we may only pay dividends if we are solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in the common course of business; and the value of assets of our Company will not be less than the sum of our total liabilities. See “--Risks Related to investing in a foreign private issuer and BVI Company--We may not be able to pay any dividends on our ordinary shares in the future due to BVI law.”
The trading price of our Ordinary Shares is likely to be volatile, which could result in substantial losses to our investors.
The trading price of our Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. Some of the factors that may cause the market price for our ordinary shares to fluctuate include:
| ● | Actual or anticipated fluctuations in our key operating metrics, financial condition and operating results; |
| ● | Actual or anticipated changes in our growth rate; |
| ● | Announcements by us or our competitors of significant services, contracts, acquisitions or strategic alliances; |
| ● | Our announcement of actual results for a fiscal period that are lower than projected or expected or our announcement of revenue or earnings guidance that is lower than expected; |
| ● | Changes in estimates of our financial results or recommendations by securities analysts; |
| ● | Changes in market valuations of similar companies; |
| ● | Changes in our capital structure, such as future issuances of securities or the incurrence of debt; |
| ● | Regulatory developments in BVI, Malaysia, the United States or other countries; |
| ● | Actual or threatened litigation involving us or our industry; |
| ● | Additions or departures of key personnel; |
| ● | A change in control of the Company; |
| ● | Share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; |
| ● | Further issuances of ordinary shares by us; |
| ● | Sales of ordinary shares by our shareholders; |
| ● | Repurchases of ordinary shares; and |
| ● | Changes in general economic, industry and market conditions. |
Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.
The price of our ordinary shares may rapidly fluctuate or may decline regardless of our operating performance, resulting in substantial losses for investors.
The trading price of our ordinary shares may be subject to instances of extreme stock price run-ups followed by rapid price declines and stock price volatility unrelated to both our actual and expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. Further, the trading price of our ordinary shares is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume, actual or anticipated fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to initiate or maintain coverage of our Company, changes in financial estimates or ratings by any securities analysts who follow our Company or our failure to meet these estimates or the expectations of investors; announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments; changes in operating performance and stock market valuations of other companies in our industry; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; changes in our Board or management; sales of large blocks of our ordinary shares, including sales by our executive officers, directors and significant stockholders; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; the expiration of lock-up agreements; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic and geopolitical conditions, including the current or anticipated impact of military conflict and related sanctions imposed on Russia by the United States and other countries due to Russia’s recent invasion of Ukraine; and the other factors described in this section of the annual report captioned “Risk Factors.”
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As a company incorporated in the British Virgin Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As a company incorporated in the BVI that is listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Corporate governance practices in the BVI, which is our home country, do not require (i) a majority independent board of directors; the establishment of a nominating and corporate governance committee (or having director nominations made by all independent directors); (ii) the establishment of a compensation committee; (iii) the audit committee to be comprised of three directors, which are all Nasdaq corporate governance listing standards; (iv) same level of disclosure on certain issues, such as executive compensation; (v) solicit proxies and provide proxy statements for all shareholder meetings; (vi) seek shareholder approval for the implementation of certain equity compensation plans and issuances of shares or (vii) hold an annual meeting of shareholders no later than one year after the end of each of the company’s fiscal years. If we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. Notwithstanding the foregoing, we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In addition, in reliance on home country practice we do not intend to hold an annual meeting as required under Nasdaq Listing Rule 5620. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval.
If we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business and the price of our ordinary shares.
An entity will generally be deemed an “investment company” under Section 3(a)(1) of the Investment Company Act of 1940, as amended (the “1940 Act”) if: (a) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (b) absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We believe that we are engaged primarily in the business of providing business and technology consulting services and not in the business of investing, reinvesting or trading in securities. We hold ourselves out as a business consulting firm and do not propose to engage primarily in the business of investing, reinvesting or trading in securities. In that respect, we do not believe that we fall within the definition of an “investment company” under the 1940 Act because substantially all of our revenue has come from consulting fees and other factors such as the history of the Company, how the Company has represented itself in the marketplace and the lack of investing expertise by almost all of senior management.
The 1940 Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact business with affiliates, could make it impractical for us to continue our business as currently conducted and would have a material adverse effect on our business, financial condition, results of operations and the price of our ordinary shares. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registration and other requirements on the 1940 Act.
Our Memorandum and Articles of Association contains anti-takeover provisions which may discourage a third-party from acquiring us and adversely affect the rights of holders of our ordinary shares.
Our Memorandum and Articles of Association contain certain provisions that could limit the ability of others to acquire control of our company, including provisions that:
| ● | institute a staggered board of directors and restrictions on our shareholders to fill a vacancy on the board of directors; |
| ● | impose advance notice requirements for shareholder proposals and meetings; and |
| ● | expressly provide that the business and affairs of the Company shall be managed by, or under the direction or supervision of, the board of directors – and that the board of directors have all powers necessary for managing, and for directing and supervising, the business and affairs of the Company. |
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These anti-takeover defences could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions that you desire.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our ordinary shares and our trading volume could decline.
The trading market for our ordinary shares depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrades our ordinary shares or publishes inaccurate or unfavorable research about our business, the price of our ordinary shares would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our ordinary shares could decrease, which might cause the price of our ordinary shares and trading volume to decline.
Future sales of ordinary shares, or the perception of such future sales, by some of our existing shareholders could cause our share price to decline.
The market price of our ordinary shares could decline as a result of sales of a large number of shares of our ordinary shares in the market or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the future at a time and at a price that we deem appropriate.
In the future, our ability to raise additional capital to expand our operations and invest in our business may be limited, and our failure to raise additional capital, if required, could impair our business.
While we currently anticipate that our available funds will be sufficient to meet our cash needs for at least the next 12 months, we may need or elect to seek, additional financing at any time. Our ability to obtain financing will depend on, among other things, our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. If we need or elect to raise additional funds, we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per-share value of our ordinary shares could decline. If we engage in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios and limit the operating flexibility of our business. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:
| ● | fund our operating capital requirements as we grow; |
| ● | retain the leadership team and staff required; and |
| ● | repay our liabilities as they come due. |
We currently report our financial results under IFRS, which differs in certain significant respects from U.S. GAAP.
Currently we report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of any December 31 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
We will incur significantly increased costs and devote substantial management time as a result of operating as a public company.
As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules and regulations subsequently implemented by the SEC and Nasdaq including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time consuming and costly. The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and results of operations. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company,” as defined by the JOBS Act. We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and results of operations.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. These factors could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business could be adversely affected.
As a result of disclosure of information as a public company, our business and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, our business operations and financial results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business operations and financial results. These factors could also make it more difficult for us to attract and retain qualified colleagues, executive officers and Board members.
We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance on the terms that we would like. As a result, it may be more difficult for us to attract and retain qualified people to serve on our Board, our Board committees or as executive officers.
If we are unable to maintain effective disclosure controls and procedures and internal control over financial reporting, our share price and investor confidence could be materially and adversely affected.
We are required to maintain both disclosure controls and procedures and internal control over financial reporting that are effective. Because of their inherent limitations, internal control over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance that the controls will prevent or detect misstatements. Because of these and other inherent limitations of control systems, there is only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions. The failure of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and financial results, which could also negatively impact our stock price and investor confidence.
If we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary shares.
Our securities are listed on the Nasdaq Capital Market. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum shareholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. If Nasdaq were to delist our ordinary shares, it would be more difficult for our shareholders to dispose of our ordinary shares and more difficult to obtain accurate price quotations on our ordinary shares. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our ordinary shares are not listed on a national securities exchange.
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Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Corporate Structure
We are a holding company incorporated in the British Virgin Islands on April 29, 2020. We operate and control solely through our subsidiary companies. Our corporate structure is set forth as below1.
The Company does not believe that the securities it holds in any of its direct or indirect subsidiaries are “investment securities” as defined in Section 3(a)(2) of the Investment Company Act of 1940.
| 1 | Unless otherwise indicated in the chart, the subsidiaries are 100% owned companies. |
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Wholly-owned Subsidiaries
V Capital Kronos Berhad, a Malaysia public company formed on September 1, 2020, is a holding company that manages all our businesses based in Malaysia.
V Galactech Sdn. Bhd., a Malaysia private company formed on January 12, 2022, provides technology development consultation services.
RoboDAX Limited (F.K.A. Smart Bridge Technologies Limited), a British Virgin Islands business company formed on May 13, 2024, is a company comprise cryptocurrency trading and dealing in related financial products and services.
VCI Global (Singapore) Pte. Ltd. a Singapore private company formed on March 10, 2025, provides management consultancy services.
V Gallant Limited (F.K.A. VC AI Limited), a British Virgin Islands business company formed on August 19, 2024, is a holding company.
V Gallant Sdn Bhd, a Malaysia private company formed on September 18, 2024, carries on the business of trading of high-performance servers, information technology hardware and providing comprehensive information technology solution.
VC AI Sdn Bhd, a Malaysia private company formed on December 16, 2024 carries on the business of holding company, computer consultancy and computer facilities management activities.
Smart Bridge Technologies Sdn Bhd, a Malaysia private company formed on October 22, 2025, carries on business of technology solution consultancy, including software development, asset tokenization advisory, and structuring tokenized assets.
V Gallant (Singapore) Pte. Ltd., a Singapore private company formed on August 28, 2025, carries on business of information technology cybersecurity consultancy and wholesale of cybersecurity software, hardware and peripheral equipment.
VCI (HK) Limited, a Hong Kong private company formed on July 26, 2024, carries on the business of information technology cybersecurity consultancy.
Others
The Company has formed a number of companies that are currently dormant and have not conducted any operations, which include: AiSecure Limited and AB Management and Consultancy Services Sdn Bhd.
We will not make any investment that would result in us being an “investment company” as defined under the Investment Company Act of 1940.
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Corporate Information
Our principal executive offices are located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia, and our registered address in BVI is, Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. Our telephone number is +603 3217 9898. The address of our website is https://v-capital.co/. Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated by reference into, this annual report. Our agent for service of process in the United States is Sichenzia Ross Ference Carmel LLP, 1185 26th Ave 26th Floor, New York, New York 10036.
The SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.
B. Business Overview
We are a multi-disciplinary consulting group (together with our subsidiaries, the “Group”) with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating value by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.
Since our inception in 2013, we have been delivering our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore, and the United States.
We have segregated our services in the following segments:
Business Strategy Segment
Business Strategy Consultancy – We specialize in listing solutions, investors relations and boardroom strategies consultancy. Our clientele, comprising a diverse mix of local and international entities, benefits from our services spanning both local and cross-border listings. Our roles begin from pre-listing diagnosis and planning to the finalization of the entire listing process. To better serve our clients, we extended our services line to include investor relations consultation, where we help our clients effectively handle investors’ expectations and manage communications. Further, we also offer services in attaining effective boardroom strategies for value creation and inclusive growth. Over the years, our consulting services have successfully propelled our clients’ businesses to the next level with strategic options, including mergers and acquisitions, initial public offerings, restructuring and transformation.
Our business strategy consultancy segment performs the following functions:
| ● | Advise clients on multitrack approaches to capital raising strategies; |
| ● | Evaluate and assess clients’ businesses and perform IPO readiness diagnostic, including health checks on the company’s management, financial and legal structure; |
| ● | Assemble external professionals for the IPO process and assist in building a quality management team, robust financial and corporate governance; |
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| ● | Assist in fine-tuning business plans, articulate compelling equity stories and advise on strategic options to maximize clients’ business values; |
| ● | Manage due diligence investigations and peer industry analysis; |
| ● | Prepare pre-IPO investment presentations materials for clients; |
| ● | Liaise with investors for pre-IPO capital raising; |
| ● | Design marketing strategy and promote the company’s business; |
| ● | Assist with cross-border listing in countries including but not limited to, Malaysia, China, Singapore, and the United States. |
Our Boardroom Strategy Services
We leverage our multiple practices and connections with professionals across an array of industries to complement clients’ businesses, offering a holistic approach for sustainable growth with high return on capital. Given the exponentially rising expectations from investors, unprecedented economic disruptions, and fragmentation of traditional markets, we believe more companies need carefully planned strategies to stay ahead of the trend and the competition through restructuring or transformation. We assist our clients in making the informed decisions by actively involved in boardroom discussions and advising them on strategic options, particularly when it comes to exploring opportunities in offshoring, partnering, merger and acquisitions (“M&A”), deals outsourcing and initial public offerings. We have recently been engaged to consult on boardroom strategies for one of the largest hospitality groups in Malaysia as well as company that is a pioneering human resources technology provider in Malaysia.
Technology Consultancy Services & Solutions
Our technology consultancy services and solutions keep our clients ahead of major technology and industry trends. This includes cyber security solutions, artificial intelligence solutions, fintech solutions, digital transformation and enterprise solution development, empowering businesses to secure their infrastructure, optimize operations, and drive growth in a rapidly evolving digital landscape.
We harness the transformative power of technology to propel companies to new heights. Recognizing the growing global significance of data analytics and digital transformation in enhancing existing business models, we have established relationships with technology experts to provide the following services:
1. Cybersecurity Solutions (Cybersecurity as a Services)
In a world of increasing cyber threats, we offer a comprehensive approach to cybersecurity that protects your business from potential risks. Our offerings include:
| ● | Managed Security Services: Continuous monitoring, rapid threat detection, and incident response to safeguard your digital infrastructure against advanced cyberattacks. |
| ● | Risk & Compliance Management: Strategic consulting to help businesses adhere to regulatory standards such as GDPR, PDPA, and other industry-specific requirements, ensuring compliance and minimizing operational risks. |
| ● | Endpoint Protection & Network Security: Multi-layered defenses, including firewalls, intrusion detection systems (IDS), and endpoint protection, designed to secure networks and prevent data breaches. |
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2. Artificial Intelligence Solutions (AI as a Service)
We empower organizations to unlock the power of artificial intelligence to enhance decision-making and streamline operations. Our services include:
| ● | Custom AI Model Development: Tailored AI solutions to address specific business challenges, ranging from predictive analytics to intelligent automation. |
| ● | AI Infrastructure & Cloud Integration: Scalable AI infrastructure that integrates seamlessly with cloud platforms, delivering powerful, flexible AI capabilities. |
| ● | AI Model Training & Optimization: Expert training and optimization of machine learning models to ensure peak performance and the ability to scale as business needs evolve. |
| ● | Natural Language Processing (NLP): Advanced NLP solutions to enhance customer interactions, automate workflows, and extract actionable insights from unstructured data. |
3. Fintech Solutions
Our fintech solutions are designed to enhance financial services by improving processes and ensuring seamless operations. Key offerings include:
| ● | Advanced Loan Management System: A complete solution to manage the entire loan lifecycle, automating processes from loan origination to repayment, reducing overheads, and improving operational efficiency. |
| ● | Loan Risk Assessment & Credit Scoring: AI-driven tools for credit scoring and risk assessment, ensuring accurate and data-driven lending decisions. |
| ● | Compliance & Regulatory Reporting: Automation of compliance processes to meet both local and global regulatory requirements, ensuring transparency and reducing risks. |
| ● | Digital Loan Processing: A fully digital loan application, approval, and servicing system that enhances the customer experience and simplifies loan management. |
4. Digital Transformation & Enterprise Solution Development
We help businesses navigate the complexities of digital transformation by providing tailored solutions that enhance efficiency and drive innovation. Our combined Digital Transformation and Enterprise Solution Development services include:
| ● | Digital Strategy Development: We work with businesses to develop a comprehensive digital strategy that aligns with their goals and enhances overall business performance. |
| ● | Custom Software Development: Tailored enterprise applications designed to streamline business operations, improve productivity, and provide a seamless user experience. |
| ● | Systems Integration: Integration of diverse enterprise systems to ensure smooth data flow and interoperability between various platforms, increasing operational efficiency. |
| ● | Cloud Transformation & Infrastructure: Expertise in migrating to cloud environments, optimizing cloud infrastructure for scalability, security, and performance, while minimizing disruptions during the transition. |
| ● | Business Process Automation (BPA): Implementing intelligent workflows and robotic process automation (RPA) to automate repetitive tasks, reduce costs, and increase business agility. |
| ● | ERP & CRM Solutions: Development and implementation of custom ERP and CRM systems to streamline business operations, improve resource planning, and enhance customer engagement. |
| ● | Legacy System Modernization: Upgrading and modernizing outdated legacy systems to ensure they meet modern business needs, enhancing security, performance, and scalability. |
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Recent Developments
Settlement Agreement with Esousa Group Holdings, LLC
On June 23, 2026, the Circuit Court of the 11th Judicial Circuit, in and for Miami-Dade County, Florida (the “Court”), entered an order (Case No. 2026-011495-CA-01) (the “Order”) approving the fairness of the terms and conditions of the settlement between us and Esousa Group Holdings, LLC (the “Petitioner”) pursuant to that certain Settlement Agreement and Stipulation, dated June 9, 2026, by and between the Company and the Petitioner (the “Settlement Agreement”). The Order was entered following a fairness hearing held on June 23, 2026.
The Petitioner held certain warrants (the “Original Warrants”) issued by the Company under Securities Purchase Agreements dated January 20, 2026 and March 6, 2026. The Petitioner filed a complaint in the Court alleging that the Company breached certain reporting and registration statement obligations under the Securities Purchase Agreements. The Company expressly disputes and denies all liability and entered into the Settlement Agreement to avoid the uncertainty and expense of continued litigation. The entry of the Settlement Agreement does not constitute an admission of liability or wrongdoing by the Company.
Pursuant to the Settlement Agreement and the Order, the Company agreed to issue (i) 821,469 (the “Settlement Ordinary Shares”) ordinary shares of the Company, no par value per share (the “Ordinary Shares”), (ii) a pre-funded warrant to purchase up to 401,025 Ordinary Shares (the “Pre-Funded Warrants”), (iii) 401,025 Ordinary Shares underlying the Pre-Funded Warrants (the “PFW Ordinary Shares”); (iv) three common A warrants to purchase up to an aggregate 3,667,482 Ordinary Shares (collectively, the Common A Warrants”); (v) 3,667,482 Ordinary Shares underlying the Common A Warrants (the “A Warrant Shares”); (vi) a common B warrant to purchase up to 1,222,494 Ordinary Shares (the “Common B Warrant”) and (vii) 1,222,494 Ordinary Shares underlying the Common B Warrant (the “B Warrant Shares” and together with the Settlement Ordinary Shares, the Prefunded Warrants, the PFW Shares, the Common A Warrants, the A Warrant Shares, the Common B Warrant and the B Warrant Shares, the “Settlement Securities”). The aggregate number of Warrant Shares includes any adjustments to such number under the terms of the Pre-Funded Warrants, Common A Warrants or Common B Warrant without regard to any amendment of any of their terms.
In consideration of the Settlement Securities, the Petitioner agreed to exercise the Common B Warrant in full and to surrender all Original Warrants held by the Petitioner.
The issuance of Settlement Securities is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10) of the Securities Act, as the terms and conditions of the issuance and exchange were submitted to and approved by the Court following a fairness hearing at which all persons to whom the Settlement Securities will be issued had the right to appear. The Settlement Securities will be issued without restrictive legends and will be freely tradeable.
Subsidiary Sales
On April 23, 2025, we completed the disposal of one of its subsidiaries Imej Jiwa Communications Sdn. Bhd. (the “Subsidiary”) to its formal owner (the “Former Owner”) for nominal consideration (the “Disposal”). The Company, the Subsidiary and the Former Owner did not enter into an agreement in connection of the Disposal. The Disposal is not expected to have a material impact on the Company’s financial condition or results of operations.
On September 17, 2025, we completed the disposal of one of the subsidiaries from VHKL Private Capital Limited (formerly known as VCI Global Brands Limited) to one Dato’ Hoo Voon Him, being the Chairman of the Company at a nominal consideration and on an arm’s length basis.
During the period from November to December 2025, we completed the disposal of some of the subsidiaries to VHKL Private Capital Limited (formerly known as VCI Global Brands Limited) as follows:
| a) | 100% of V Capital Consulting Group Limited’s 21,000,000 Class A shares and 3,000,000 Class B shares at total consideration of United States Dollar Thirty Three Million Nine Hundred and Seventy Five Thousand ($33,975,000); | |
| b) | 70% of VCI Energy Limited’s Class A shares at United States Dollar Two ($2.00) and 5,000,000 Class shares at United States Dollar Two ($2.00); and | |
| c) | 70% of V Capital Real Estate Limited’s Class A shares at United States Dollar Two ($2.00) and 5,000,000 Class shares at United States Dollar Two ($2.00). |
| d) | 70% of the issued share capital of Credilab Sdn Bhd at United States Dollar Thirty Million Six Hundred Eighteen Thousand ($30,618,000.000); and | |
| e) | 100% of the issued share capital of Credilab Technology Sdn Bhd (Accuventures Sdn Bhd) at Ringgit Malaysia One Hundred only (RM100.00). |
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Reverse Stock Split
On April 3, 2025, the Company effectuated a 1-for-20 share consolidation of its authorized share capital, such that every 20 ordinary shares, no par value, in the authorized share capital of the Company be consolidated into 1 ordinary share, no par value. The reverse stock split is primarily intended to increase the market price per share of the Company’s ordinary shares to maintain compliance with the minimum bid price required for continued listing on the Nasdaq Capital Market. The reverse stock split did not affect the number of total authorized ordinary shares of the Company.
On September 12, 2025, the Company announced that its board of directors has approved a reverse stock split of its ordinary shares at a ratio of 1-for-30, effective at 12:01 a.m. Eastern Time on September 16, 2025. The reverse stock split is being implemented to regain compliance with Nasdaq’s minimum bid price requirement and to strategically position VCIG for a potential landmark institutional transaction.
On February 25, 2026, the Company announced that its board of directors had approved a reverse stock split of its ordinary shares at a ratio of 1-for-60, effective at 12:01 a.m. Eastern Time on February 27, 2026. The reverse stock split was implemented to maintain compliance with Nasdaq’s minimum bid price requirement and to strategically position VCIG for a potential landmark institutional transaction. No fractional shares will be issued in connection with the reverse stock split. Any amount of fractional shares were rounded up to the next nearest number at the participant level.
The Reverse Stock Split was implemented to maintain compliance with Nasdaq’s minimum bid price requirement and to strategically position VCIG for a potential landmark institutional transaction. No fractional shares will be issued in connection with the Reverse Stock Split. Any amount of fractional shares were rounded up to the next nearest number at the participant level.
Change of Auditor
On May 19, 2026, the Company dismissed WWC, P.C. (“WWC”) and appointed SFAI Malaysia PLT (“SFAI”) as its independent registered public accounting firm, effective on the same day (the “Change of Auditor”). The Change of Auditor was made after careful consideration and evaluation by the Company and has been approved by the audit committee of the board of directors of the Company. The Company’s decision to make the Change of Auditor was not the result of any disagreement between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
Annual Report Deficiency
On May 19, 2026, the Company received a notice (the “Annual Report Notice”) from The Nasdaq Stock Market LLC indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Annual Report on Form 20-F for the period ended December 31, 2025 (“Form 20-F”) with the Securities and Exchange Commission (the “SEC”). The Annual Report Notice has no immediate effect on the listing of the Company’s ordinary shares on Nasdaq, and it states that the Company is required to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) within 60 calendar days from the date of the Annual Report Notice. If the plan is accepted by Nasdaq, then Nasdaq can grant the Company up to 180 calendar days from the due date of the Form 20-F, or until November 16, 2026, to regain compliance. In determining whether to accept such plan, Nasdaq will consider such things as the likelihood that the remedial filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late filing, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures. Any subsequent periodic filing that is due within the 180-day exception period must be filed no later than the end of the period.
Departure of Certain Director
On August 1, 2025, Ms. Liew Yu Ying, a member of the Board, tendered her resignation as an independent director of the Board, effective August 1, 2025. Ms. Liew Yu Ying’s resignation was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
On February 28, 2026, Mr. Victor Lee Kam Wing and Mr. Alex Chua Siong Kiat tendered their resignation as executive directors of the Board, effective February 28, 2026. The resignation of Mr. Lee and Mr. Chua was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
On March 16, 2026, Mr. Vincent Hong Khay Kuan tendered his resignation as an executive director of the Board, effective March 16, 2026. The resignation of Mr. Hong Khay Kuan was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
On May 26, 2026, Ms. Liew Soo Hua tendered her resignation as an executive director of the Board, effective May 26, 2026. The resignation of Ms. Liew Soo Hua was not a result of any disagreement with the Company on any matter related to the operations, policies, finance, accounting or practices of the Company.
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Appointment of Director
On April 15, 2025, the Board appointed Yong Goon Wey (Zoe) as an independent director of the Board. The Board has determined that Ms. Yong meets the independent director’s standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.
On July 7, 2025, the Board appointed Mr. Lee Tze Wee as an independent director, and a member of the Audit Committee, Nominating & Corporate Governance Committee, and Compensation Committee. The Board has determined that Mr. Lee Tze Wee meets the independent director’s standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.
On March 1, 2026, the Board appointed Mr. Michael Puah Wooi Kuan as an independent director of the Board. The Board has determined that Mr. Puah meets the independent director’s standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Securities Exchange Act of 1934, as amended.
Launching of AI GPU Computing Centre
On March 3, 2026, the Company’s indirect wholly-owned subsidiary, V Gallant Sdn Bhd, had launched Malaysia’s first NVIDIA-powered AI GPU Computing Center.
RWA Activities
In October 2025, the Company’s subsidiary, RoboDAX Limited, formerly known as Smart Bridge Technologies Limited (“RoboDAX”), was appointed as the exclusive issuer and treasury manager of the XVIQ token. The appointment was made in the context of RoboDAX’s concurrent development of a real-world asset (“RWA”) exchange platform, with the XVIQ token designated to function as the platform’s native utility token. Under the mandate, RoboDAX’s responsibilities include the design and deployment of the XVIQ token architecture, ongoing treasury management and custody of the total token supply, liquidity monitoring, and governance of token issuance.
While RoboDAX RWA exchange platform was initially targeted for a Q2 2026 launch, the timeline has been revised to prioritize full regulatory compliance prior to launch. The primary focus has pivoted from obtaining a Virtual Asset Service Provider (VASP) license that is a member of a Self-Regulatory Organization (SRO) in Switzerland, to obtaining a Digital Asset Exchange (DAX) in Labuan regulated by the Labuan Financial Services Authority due to commercial considerations.
In December 2025, a total supply of 1 billion XVIQ tokens were deployed on the Binance Smart Chain (BSC) blockchain in fulfilment of RoboDAX’s mandata as exclusive issuer of the XVIQ token.
In December 2025, RoboDAX was awarded a US$200 million RWA consultancy mandate to architect and develop an institutional-grade stablecoin fully backed by physical gold (temporarily designated as “Bridge Gold”). RWA will lead the full implementation of the project, including RWA structuring, smart contract design, and the integration of multi-currency settlement rails for US$, EUR, and SGD.
To facilitate the global management of the Bridge Gold ecosystem and ensure a ring-fenced structure for the underlying assets, a dedicated entity has been established in the British Virgin Islands (“BVI”). The BVI company was incorporated under the laws of the British Virgin Islands. This entity serves as the primary Special Purpose Vehicle (“SPV”) for the governance of the Bridge Gold reserves, providing a neutral and globally recognized jurisdiction for institutional asset management.
A key component of the Bridge Gold initiative is the establishment of a financing mechanism to support the acquisition of physical gold. RoboDAX is exploring partners and structuring funding arrangements for the acquisition of investment-grade physical gold underlying the BGD initiative.
In January 2026, the Company, in collaboration with Reveillon Group Limited (“RG”), entered into a strategic partnership to transition its previously announced RWA lounge concept into a comprehensive digital lifestyle ecosystem (temporarily designated as the “X World Rewards System”). The Company is pivoting from a physical infrastructure-based model to a digital-first platform designed to capture and monetize consumer behavior across RG’s global hospitality network. The Company’s subsidiary, RoboDAX, will lead the technological architecture and management of the ecosystem, which aims to convert routine food and beverage consumption into a high-velocity digital asset class. The development is currently ongoing while RG is scaling up its business.
On February 18, 2026, the Company announced that its blockchain infrastructure arm, RoboDAX had entered into a definitive partnership agreement with Mezzofy Holding Limited (“Mezzofy”), an enterprise digital voucher solutions provider serving multinational corporations and Fortune 500 brands, to establish a RWA Digital Coupon Exchange (“Exchange”). Mezzofy is responsible for the design, development and deployment of the Exchange’s technical infrastructure & design. Development remains ongoing.
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In May 2026, the Company entered into a binding term sheet in relation to a proposed strategic investment in a gold mining asset located within an established gold-producing region in Brazil. The asset is estimated to contain approximately 59.9 tonnes of gold resources, equivalent to approximately 1.9 million ounces. This estimate is preliminary and subject to further technical validation, independent verification, and compliance with applicable mineral resource report standards. This proposed investment is aligned with the Company’s broader capital allocation strategy, including its ongoing evaluation of RWA initiatives and digital asset infrastructure. The Company continues to assess how physical commodity-linked assets, such as gold, may potentially interface with structured financial frameworks under its RWA-focused initiatives. Any such development remains at an exploratory stage and is subject to regulatory, technical, and commercial considerations.
Term Sheet
On December 28, 2025, the Company entered into a Term Sheet with RTCAR Comercializadora de Suministros Automotrices, S.A. de C.V. (“RTCar”), pursuant to which the Company has expressed its intention to acquire a 51% controlling equity interest in RTCar. The proposed acquisition is conditional upon, among other things, the execution of a definitive offtake agreement between RTCar and a leading global automotive original equipment manufacturer that includes guaranteed offtake commitments satisfactory to the Company. The negotiations in respect thereof are ongoing. As of today, the Term Sheet has lapsed as the offtake agreement was not executed.
Appointment as Lead Advisor and Implementation Partner for Bridge Gold
On December 1, 2025, Smart Bridge Technologies Limited (“Smart Bridge”), a wholly-owned subsidiary of the Company, was appointed as lead advisor and implementation partner for Bridge Gold (“BGD”), a proposed gold-backed stablecoin tokenisation initiative. Smart Bridge is currently in the process of identifying and engaging suitable vault operators in Singapore for the secure custody of physical gold allocated to the BGD initiative.
Share Sale Agreement
On June 2, 2026, the Company issued a press release announcing that its technology and infrastructure subsidiary, V Gallant Limited, has entered into a definitive share sale agreement to acquire a controlling stake in PT Fine Carbon Credit Indonesia (“FCCI”), an Indonesian carbon asset platform associated with approximately 241,000 hectares of forestry areas across four project sites in Indonesia. Under this agreement dated June 2, 2026, V Gallant Limited has agreed to acquire 14,000 ordinary shares of FCCI from Hong Kong Fine Technology Co., Limited, representing 70% of FCCI’s issued and paid-up share capital. The obligations of V Gallant to complete the purchase are conditional upon, among other things: (i) the Vendor’s warranties being true and accurate in all material respects as at the completion date; and (ii) no governmental authority, court, or regulatory body having issued any order, decree, or injunction that restrains, prevents, or materially alters the terms of the transaction.
Share Repurchase Program
On November 19, 2025, the Company announced that it had executed open-market repurchases of its ordinary shares under the Repurchase Program. The repurchases of the Company’s outstanding ordinary share were carried out in accordance with applicable U.S. securities regulations. The Company may continue to repurchase shares from time to time, subject to market conditions and other corporate considerations.
On November 21, 2025, the Company announced that its Executive Chairman and Chief Executive Officer, Mr. Victor Hoo, has significantly expanded his ownership position in the Company through open-market purchases executed via his privately controlled investment vehicle.
Securities Purchase Agreement
In November 2025, the Company launched its Digital Asset Treasury (“DAT”) Strategy, a $100 million initiative focused on the acquisition of OOB tokens, the utility asset of the Oobit ecosystem. To facilitate the first phase of this strategy, on November 10 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to acquire 250 million OOB tokens through the issuance of 880,000 Ordinary Shares and 49,120,000 Pre-Funded Warrants (“PFWs”).
Under the DAT initiative, the Company has also committed to acquiring an additional $50 million in OOB tokens through cash purchases on the secondary market. As of the date of this annual report, the Company has completed initial secondary market purchases totaling $1 million and is continuing its acquisition program.
Pursuant to the SPA, the parties have established a schedule for the issuance and distribution of Ordinary Shares as consideration for the acquisition of OOB tokens. Under the terms of the transaction, Tether Investment Limited along with other shareholders of Oobit Technologies Pte. Ltd are set to emerge as the shareholder of the Company.
This transaction is expected to occur as the underlying PFWs are exercised and as the distribution schedule for the restricted shares progresses pursuant to the SPA. While the exercise of the PFWs and the resulting share distributions remain underway, this structural alignment provides the Company with direct access to a premier digital asset network.
Subscription Agreement
On May 20, 2026, the Company entered into a definitive private subscription agreement (the “May 20 Agreement”) with Mr. Hoo Voon Him. Pursuant to the terms of the May 20 Agreement, the Purchaser acquired 1,200,000 ordinary shares, no par value, of the Company at a fixed purchase price of $0.75 per ordinary share, for an aggregate cash consideration of $900,000. The transaction closed immediately upon execution, and gross proceeds were transferred entirely to the Company’s operational treasury.
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On May 26, 2026, the Company entered into a second consecutive definitive private subscription agreement (“May 26 Agreement”) with Mr. Hoo Voon Him. Pursuant to the terms of the May 26 Agreement, the Purchaser acquired 654,135 ordinary shares, no par value, of the Company at a fixed purchase price of $1.33 per ordinary share, derived from prevailing market metrics. The aggregate cash consideration for this transaction equaled $870,000. Gross proceeds were received directly by the Company.
Appointment as Treasury Manager for OOB Foundation
On November 10 2025, the Company has been appointed as the treasury manager for the OOB Foundation. In this capacity, the Company provides oversight of the OOB ecosystem, including strategic management of token allocation, issuance, and treasury activities. This role positions the Company as a central participant in the OOB ecosystem’s governance and long-term financial stability.
Partnership Agreement with Oobit Technologies Pte Ltd
On November 11 2025, the Company has entered into a partnership with Oobit Technologies Pte. Ltd. The partnership is designed to leverage the parties’ respective networks, resources, and technical expertise to optimize the OOB ecosystem.
Service Agreement
On August 26, 2025, the Company’s subsidiary, V Gallant Limited, entered into a service agreement to deliver a full-stack sovereign AI system infrastructure, including encrypted data storage, proprietary encryption acceleration, secure GPU-integrated compute systems, and local AI stack integration, and such agreement remains ongoing.
Joint Venture Agreement
On August 19, 2025, the Company entered into a Joint Venture Agreement to collaborate on the development, marketing and commercialization of real-world asset products and encrypted storage infrastructure solutions, which agreement remains subject to completion.
Acquisition of QuantGold Data Platform
On June 24, 2025, the Company acquired 20% equity stake in QuantGold Data Platform (“QuantGold”), a sovereign-grade AI infrastructure designed to enable computation on sensitive datasets without compromising data ownership or privacy. As part of the consideration given to QuantGold in the acquisition, the Company issued 11,904,762 ordinary shares, no par value per share, of the Company, to QuantGold. On September 17, 2025, the Company rescinded the acquisition.
Recent Offerings and Issuances of Ordinary Shares
Convertible Note and ELOC Offering with Alumni Capital
On August 13, 2025, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with Alumni Capital LP (“Alumni”), pursuant to which the Company agreed to issue and sell, and Alumni agreed to purchase, in multiple tranches, convertible notes of the Company (“Convertible Notes”) having an aggregate principal amount of up to $61,200,000. The Convertible Notes will be issued with approximately 16.67% original issue discount for a maximum amount of gross proceeds of $51,000,000. For each tranche of Convertible Notes issued, Alumni will be issued warrants (the “Note Warrants”) to purchase the Company’s ordinary shares in an amount equal to 15% of the purchase price of such tranche of Convertible Notes. Note Warrants are or will be exercisable at an exercise price per share (the “NW Exercise Price”) equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise date for a Note Warrant equals (i) 15% of the applicable Convertible Note less the Exercise Value (as defined below) of all previous partial exercises divided by (ii) the Exercise Price. The “Exercise Value” for any exercise of a Note Warrant equals the number of ordinary shares issuable with respect to such exercise multiplied by the NW Exercise Price.
On August 13, 2025, Alumni purchased the Tranche 1 Note and a Note Warrant to purchase up to $375,000 of ordinary shares for a combined purchase price of $2,500,000. On August 27, 2025, Alumni purchased the Tranche 2 Note and a Note Warrant to purchase up to $525,000 of ordinary shares for a combined purchase price of $3,500,000.
Until August 13, 2027, Alumni has the option to purchase up to $54,000,000 of additional Convertible Notes and Note Warrants to purchase up to $6,750,000 of the Company’s ordinary shares for a combined purchase price of up to $45,000,000. Any issued Note Warrants are or will be exercisable at an exercise price per share equal to the greater of (i) $1.20 and (ii) the quotient of (A) $30,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment.
On each of October 14 and November 20, 2025, Alumni exercised this option and purchased the Tranche 3 Note and a Note Warrant to purchase up to $600,000 of ordinary shares and the Tranche 4 Note and a Note Warrant to purchase up to $600,000 of ordinary shares, in each case for a purchase price of $4,000,000 per tranche. There have not been any exercises of the Note Warrants.
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The conversion price for the Convertible Notes is equal to the greater of (A) the Floor Price, as defined in the applicable Convertible Note, and (B) the lower of (I) the quotient of (x) $50,000,000, divided by (y) the number of Shares outstanding immediately preceding the delivery of the applicable conversion notice (treating for this purpose as outstanding all Shares issuable upon exercise of options outstanding immediately preceding the delivery or deemed delivery of the applicable conversion notice or upon conversion or exchange of convertible securities (including the Convertible Notes) outstanding (assuming exercise of any outstanding options therefor) immediately preceding the delivery or deemed delivery of the applicable conversion notice), and (II) ninety percent (90%) of the lowest VWAP of the Ordinary Shares during the ten (10) consecutive trading days immediately preceding the delivery or deemed delivery of the applicable conversion notice.
The Company also entered into an equity line of credit facility (the “ELOC”) with Alumni, which has been mutually terminated on December 11, 2025. Pursuant to the terms of the ELOC, we issued Alumni a warrant to purchase $20,250,000 ordinary shares, which terminates on August 1, 2027 (the “ELOC Warrant” and together with the Note Warrants, the Alumni Warrants”). The ELOC Warrant is exercisable at an exercise price per share (the “EW Exercise Price”) equal to (i) $10,000,000, divided by (B) the number of ordinary shares issued and outstanding as of the date of exercise, subject to adjustment. The number of ordinary shares issuable on any exercise date for a ELOC Warrant equals (i) 15% of the commitment amount under the ELOC less the aggregate EW Exercise Value (as defined below) of all previous partial exercises of the ELOC Warrant (the “Remaining EW Exercise Value”) divided by (ii) the EW Exercise Price. The “EW Exercise Value” for any exercise of an ELOC Warrant equals the number of ordinary shares issuable with respect to such exercise multiplied by the EW Exercise Price. We have issued 220,717 ordinary shares to Alumni pursuant to ELOC Warrant exercises and $1,680,505 of ordinary shares are underlying the ELOC Warrant.
We have issued a total of 623,511 ordinary shares to Alumni pursuant to the ELOC, the Convertible Notes, and the Alumni Warrants.
Pursuant to the ELOC, we have issued 37,401 ordinary shares to Alumni at prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from 14.91% to 65.17%.
Under the terms of the Convertible Notes, we have issued 365,392 ordinary shares to Alumni at conversion prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from 1.04% to 62.55%.
There have not been any exercises of the Note Warrants.
Under the terms of the ELOC Warrant, we have issued 220,717 ordinary shares to Alumni at exercise prices that included discounts to the closing price of our ordinary shares on the date of issuance that ranged from 5.25% to 75%.
The issuance of ordinary shares upon future conversions of the Convertible Notes or exercises of the Alumni Warrants will dilute the equity ownership of existing shareholders and could adversely affect the market price of our ordinary shares, especially since it is likely that Alumni would only exercise these warrants if the exercise price was at a discount to the market price of the ordinary shares. In addition, additional issuances of ordinary shares by the Company, including issuances to Alumni pursuant to conversions of the Convertible Notes or exercises of the Alumni Warrants decreases the EW Exercise Price and decreases the NW Exercise price, subject to a floor of $1.20 and such decreases will decrease the EW Exercise Value and the NW Exercise Value (subject to the floor), issuances of ordinary shares pursuant to Alumni Warrant Exercises will generally have an increased dilutive effect on existing shareholders.
The following examples demonstrate the dilutive effect of three exercises of the ELOC Warrant that occurred on July 9, 2025, July 16, 2025 and July 28, 2025 (share amounts and prices do not take into account the 1:30 reverse stock split that occurred on September 16, 2025 and the 1:60 reverse stock split that occurred on February 27, 2026).
Example 1: July 9, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 31,887,755
Remaining EW Exercise Value at Exercise: $21,800,000
Exercise Price: $0.4704 per share ($15,000,000/31,887,755)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 46,343,537 (21,800,000/0.4704)
Ordinary Shares Exercised: 2,123,879
Exercise Value of Shares Exercised: $998,999.63
Exercise Price after Actual Exercise: $0.441 per share ($15,000,00/34,011634)
Exercise Price after Maxim Exercise: $0.1917 per share ($15,000,000/78,231,292)
The July 9, 2025 exercise of the ELOC Warrant caused an additional 2,123,879 ordinary shares to be issued, causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 46,343,537 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders.
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Example 2: July 16, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 35,079,513
Remaining EW Exercise Value at Exercise: $20,801,000.37
Exercise Price: $0.4276 per share ($15,000,000/35,079,513)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 48,645,930 (20,801,000/0.4276)
Ordinary Shares Exercised: 2,336,055
Exercise Value of Shares Exercised: $998,897.123
Exercise Price after Actual Exercise: $0.4001 per share ($15,000,00/37,415,568)
Exercise Price after Maxim Exercise: $0.1792 per share ($15,000,000/83,725,443)
The July 16, 2025 exercise of the ELOC Warrant caused an additional 2,336,055 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 48,645,930 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 16, 2025 exercise increased from 46,343,537 for the July 9, 2025 exercise to 48,645,930, which was due to the increase in shares outstanding (causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value.
Example 3: July 28, 2025 Exercise Date
Ordinary Shares Outstanding at Exercise: 40,398,599
Remaining EW Exercise Value at Exercise: $19,802,103.25
Exercise Price: $0.3713 per share ($15,000,000/40,398,599)
Maximum Ordinary Shares Issuable on Exercise Date: Up to 53,331,887 (19,802,103/0.3713)
Ordinary Shares Exercised: 2,690,306
Exercise Value of Shares Exercised: $998,910.61
Exercise Price after Actual Exercise: $0.3481 per share ($15,000,00/43,088,905)
Exercise Price after Maxim Exercise: $0.1792 per share ($15,000,000/93,730,486)
The July 28, 2025 exercise of the ELOC Warrant caused an additional 2,690,306 ordinary shares to be issued causing significant dilution to existing shareholders. However, Alumni could have exercised the ELOC Warrant for up to 53,331,887 ordinary shares, which would have more than doubled the number of ordinary shares outstanding and caused extreme dilution to existing shareholders. Additionally, the number of ordinary shares issuable for the July 28, 2025 exercise increased from 48,645,930 for the July 9, 2025 exercise to 53,331,887, which was due to the increase in shares outstanding (causing a decrease in the exercise price) and despite a decrease in the Remaining EW Exercise Value
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Follow on Offerings
Offering with Alumni Capital LP
On August 1, 2024, we entered into a Purchase Agreement and a three-year ordinary share purchase warrant (the “Commitment Warrant”) with Alumni Capital LP (“Alumni”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $5 million of our Ordinary Shares (the “Commitment Amount”), no par value, at the Purchase Price (defined below) during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni has purchased $5 million of our common stock shares pursuant to the Purchase Agreement or (ii) June 30, 2025. On August 5, 2024, we filed a prospectus supplement, dated as of August 5, 2024 under our registration statement on Form F-3 (File No. 333-279521), in respect of the financing with Alumni. The Purchase Agreement was subsequently amended on September 27, 2024, to increase the Commitment Amount to $35,000,000. On October 1, 2024, we filed a registration statement on Form F-1 (File No. 333-282454), declared effective on October 11, 2024, in relation to the offering and resale of up to 476,363,636 of our ordinary shares by Alumni, which include up to (i) 276,363,636 ordinary shares that may be issued and sold to the Alumni pursuant to the Purchase Agreement and (ii) 200,000,000 ordinary shares underlying the Purchase Warrant Agreement (the “Alumni Warrant”) issued to Alumni Capital as a commitment fee pursuant to the Purchase Agreement. On October 15, 2024, we filed the final prospectus, dated as of October 15, 2024, under our registration statement on Form F-1 (File No. 333-282454) in respect of the financing with Alumni. The Reverse Split, effective on November 5, 2024, reduced the ordinary shares that could be issued and sold to Alumni pursuant to (i) the Purchase Agreement from 276,363,636 to 5,640,074 and the Purchase Warrant Agreement from 200,000,000 to 4,081,633. We have previously issued and sold 5,640,074 ordinary shares pursuant to the Purchase Agreement and 307,594 ordinary shares pursuant to the Purchase Warrant Agreement that were registered under the F-1 registration statement and currently there are 0 ordinary shares that may be issued and sold under the Purchase Agreement and 3,774,039 ordinary shares that may be issued and sold under the Purchase Warrant Agreement that are remaining under the F-1 registration statement.
On December 17, 2024, we filed a prospectus supplement, dated as of December 17, 2024, under our registration statement on Form F-3 (File No. 333-279521), which covered the unused portion of the Commitment Amount of $20,077,348 and the exercise of up to $6,000,000 of our ordinary shares underlying the Commitment Warrant.
On January 13, 2025, the Company entered into an Amended Modification Agreement to the Purchase Agreement with Alumni Capital to, among other things, increase the Commitment Amount to $135,000,000, increase the purchase price payable by Alumni Capital under the Purchase Agreement and lower the number of Warrant Shares as a percentage that is required to be underling the Purchase Warrant.
On January 22, 2025, we filed a prospectus supplement, dated as of January 22, 2025 to the prospectus supplement dated December 17, 2024, related to its registration statement on Form F-3 (File No. 333-279521) that increased the Commitment Amount from $26,077,348 to $120,077,348 and the exercise of our ordinary shares underlying the Commitment Warrant from $6,000,000 to $19,250,000.
On April 8, 2025, the Company entered into a Modification Agreement with Alumni Capital to, among other things, revise the exercise price per Warrant Share to be calculated by dividing $10,000,000 by the total number of shares of Ordinary Shares issued and outstanding as of the Exercise Date, subject to adjustment.
On May 21, 2025, the Company entered into a Modification Agreement to the Purchase Agreement with Alumni Capital to, among other things, (i) increase the Purchase Price from the lowest traded price of our ordinary shares during the five consecutive business days prior the sale of Company’ ordinary shares to the Alumni Capital multiplied by 0.85 to the lowest traded price of the Company’s ordinary shares during the five consecutive business days prior the sale of our shares to Alumni Capital multiplied by 1.02 and (ii) provide the Alumni Capital with the right to exercise the Commitment Warrant in an amount up to $5,000,000 on a cashless basis.
Registered Direct Offerings.
On January 8, 2025, we entered into three securities purchase agreements with certain accredited investors (the “January 8 Purchasers”), pursuant to which the Company agreed to issue and sell to the January 8 Purchasers an aggregate of 1,500,000 ordinary shares (the “January 8 Shares”), no par value per share, in a registered direct offering. The January 8 Shares were sold at a purchase price of $2.00 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 8, 2025.
On January 13, 2025, we entered into a securities purchase agreement with an accredited investor (the “January 13 Purchasers”), pursuant to which the Company agreed to issue and sell to the January 13 Purchaser an aggregate of 1,149,425 ordinary shares (the “January 13 Shares”), no par value per share, in a registered direct offering. The January 13 Shares were sold at a purchase price of $1.305 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 13, 2025.
On January 23, 2025, we entered into a securities purchase agreement with an accredited investor (the “January 23 Purchasers”), pursuant to which the Company agreed to issue and sell to the January 23 Purchaser an aggregate of 1,120,448 ordinary shares (the “January 23 Shares”), no par value per share, in a registered direct offering. The January 23 Shares were sold at a purchase price of $1.19 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 23, 2025.
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On February 15, 2025, we entered into certain securities purchase agreements with two investors (the “February 15 Purchasers”), pursuant to which the Company agreed to issue and sell to the February 15 Purchasers an aggregate of 3,300,000 ordinary shares (the “February 15 Shares”), no par value per share, in a registered direct offering. The February 15 Shares were sold at a purchase price of $1.30 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 18, 2025.
On March 17, 2025, we entered into certain securities purchase agreements with two investors (the “March 17 Purchasers”), pursuant to which the Company agreed to issue and sell to the March 17 Purchasers an aggregate of 5,100,000 ordinary shares (the “March 17 Shares”), no par value per share, in a registered direct offering. The March 17 Shares were sold at a purchase price of $1.10 per Ordinary Share. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 17, 2025.
On October 30, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single fundamental institutional investor pursuant to which the Company agreed to issue and sell to the Purchaser an aggregate of (i) 488,789 ordinary shares (the “Shares”), no par value per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,288,989 ordinary shares, at an offering price of $1.80 per Share (or $1.799 per Pre-Funded Warrant) in a registered direct offering. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 31, 2025.
On January 20, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Purchaser”), pursuant to which the Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase $15 million of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”), pre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”) to purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common Warrants”) in three tranches of $5 million each in three separate closings. The initial closing occurred on January 21, 2026 and the Company issued 3,179,716 Shares, Pre-Funded Warrants to Purchase up to 5,393,672 ordinary shares, Common A Warrants to purchase up to 8,573,388 ordinary shares and Common B Warrants to purchase up to 8,573,388 ordinary shares for gross proceeds of approximately $5 million. E.F. Hutton & Co served as an exclusive placement agent in connection with the offering. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 23, 2026.
On March 6, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “March 2026 Purchaser”), pursuant to which the March 2026 Purchaser agreed, subject to the satisfaction of certain conditions contained in the Purchase Agreement, to purchase $15 million of the Company’s securities consisting of the Company’s ordinary shares, no par value (the “Shares”), pre-funded warrants (“Pre-Funded Warrants”) to purchase ordinary shares, common A warrants (“Common A Warrants”) to purchase ordinary shares and common B warrants (“Common B Warrants”, and together with the Common A Warrants, the “Common Warrants”) in three tranches of $5 million each in three separate closings. The initial closing, being referred to herein as the “Initial Closing”, occurred on March 6, 2026 and we issued 225,241 Shares, Pre-Funded Warrants to Purchase up to 997,253 ordinary shares, Common A Warrants to purchase up to 1,222,494 ordinary shares and Common B Warrants to purchase up to 1,222,494 ordinary shares for gross proceeds of approximately $5 million. E.F. Hutton & Co served as an exclusive placement agent in connection with the offering. For a more detailed description of this offering, see our Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 9, 2026.
Apart from the aforementioned transactions, a total of 2,166,667 ordinary shares have also been issued to various investors.
Acquisition or Disposition of Shares
Since the filing of our Annual Report on Form 20-F on May 13, 2025, our Chairman and Chief Executive Officer, Victor Hoo has acquired 2,225,474 ordinary shares and is, as of the date of this annual report, the beneficial owner of 2,225,533 ordinary shares.
Pending Arbitration
On December 18, 2024, Boustead Securities, LLC (“Boustead”) filed an arbitration claim before the Financial Industry Regulatory Authority against us alleging that we breached the terms of an engagement agreement. Specifically, Boustead alleged the Company failed to honor a “right of first refusal” clause regarding the right to participate in multiple capital-raising transactions that we conducted following our initial public offering. The total fees claimed are approximately US$6,000,000, exclusive of certain transactions where quantum is still to be determined, and further claims for unissued warrants, interest, and legal costs. The case is in its early stages; the Company recently filed its answer and affirmative defenses denying the allegations and claims, including the objection to the arbitration forum.
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Market Overview
Consultancy Market Overview
| ● | The global business strategy and management consulting services market size is expected to experience steady growth. Valued at US$407.58 billion in 2025, the market is expected to expand to US$971.1 billion by 2035, reflecting a compound annual growth rate (CAGR) of 9.07%. 1 This growth is primarily driven by the increasing complexity of the global business environment, characterized by rapid globalization, regulatory evolution, economic fluctuations, and technological disruption. |
As businesses face heightened competition and accelerated digital transformation, many organizations are turning to professional consulting firms for strategic guidance to enhance competitiveness, optimize management practices, and adapt to changing market dynamics. This demand supports continued growth in the consulting industry, including firms that provide advisory and IPO-related services that help clients navigate complex business challenges, drive operational excellence, and achieve sustainable growth.
| ● | According to Bonafide Research, the global IPO consulting service market was approximately US$34.10 billion in 2024 and is expected to increase to approximately US$36.35 billion in 2025 and US$50.15 billion by 2030, representing a CAGR of approximately 6.6%. Growth in this sector reflects the increasing use of artificial intelligence and machine-learning tools in market analysis, due-diligence procedures and investor outreach, as well as heightened regulatory and disclosure requirements. Continued geopolitical and macroeconomic uncertainty has contributed to increased reliance on advisory firms as prospective issuers seek support in meeting evolving listing obligations.2 |
| ● | Global IPO activity recovered in Q3 2025 as major indices in the US, Europe and Asia reached new highs, supported by monetary easing and resilient corporate earnings. Deal volume rose 19% year-over-year and proceeds increased 89%, led primarily by the US and India, while Greater China, the Middle East and Europe remained active.3 |
Consultancy Market Overview - Southeast Asia
| ● | Southeast Asia is one of the world’s fastest-growing economic regions, with an optimistic outlook suggesting that the region may surpass China in terms of growth over the next decade, despite global headwinds.4 As part of the broader Asia-Pacific market—which holds roughly 25% of global consulting share—Southeast Asia is expected to maintain strong momentum, creating meaningful opportunities for firms providing business strategy, digital transformation, and cross-border IPO advisory services.5 |
| ● | According to Mordor Intelligence Research, the Southeast Asia consulting services market reached US$11.26 billion in 2025, and is anticipated to reach US$15.86 billion by 2030, reflecting a CAGR of 7.1% . Growth in the region is primarily driven by (i) government-led digitalization initiatives that require advisory support for cloud adoption, cybersecurity, and technology modernization; (ii) increasing regulatory requirements for sustainability and ESG reporting, which have expanded the need for compliance and disclosure-related consulting; and (iii) continued formation and expansion of small and medium enterprises across ASEAN, which has increased demand for financial, operational, and digital transformation advisory services.6 |
| 2 | https://www.bonafideresearch.com/product/95001683/global-ipo-consulting-service-market#:~:text=According%20to%20the%20study%2C%20the,from%20companies%20considering%20public%20offerings. |
| 3 | https://www.ey.com/en_sg/newsroom/2025/10/global-ipo-market-surges-amid-rising-investor-confidence-in-q3-2025 |
| 4 | https://www.spglobal.com/marketintelligence/en/mi/research-analysis/asean-economic-outlook-in-2024-jan24.html |
| 5 | https://www.globalgrowthinsights.com/market-reports/consulting-market-121497 |
| 6 | https://www.mordorintelligence.com/industry-reports/south-east-asia-consulting-services-market |
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| ● | In Southeast Asia, IPO activity improved in the third quarter of 2025, with 25 listings across Singapore, Malaysia, Indonesia, Thailand and Vietnam raising approximately US$2.5 billion. Singapore recorded the highest proceeds in the region, supported by large real estate investment trust offerings, while Indonesia and Malaysia continued to see consistent deal activity. Thailand and Vietnam also recorded smaller but notable listings. Despite improving sentiment, investor selectivity remains elevated, with a continued focus on profitability visibility, cash-flow resilience and governance standards.7 |
IT Consulting Market Overview
The global IT Consulting Market is projected to generate revenue of US$111.95 billion in 2025, growing at a compound annual growth rate (CAGR) of approximately 13.3% to reach US$126.79 billion in 2026, and further expanding to US$209.99 billion by 2030 at a CAGR of 13.4%. The rising demand for IT consulting services is driven by enterprise IT modernization needs, increasing cybersecurity threats, legacy system integration challenges, globalization of enterprises, and regulatory compliance requirements. Growth in the forecast period is further supported by rising cloud migration demand, growing adoption of AI-driven consulting models, increasing digital governance needs, rising M&A advisory demand, and the growing complexity of hybrid IT environments, with Asia-Pacific representing the largest regional market in 2025.8
IT Consulting Market Overview – Southeast Asia
The Asia-Pacific IT consulting market is expected to benefit from the region’s continued digital transformation and growing enterprise investment in technology modernization. According to Asia-Pacific Consulting Services Market Outlook, 2030, the Asia-Pacific consulting services market is projected to expand at a compound annual growth rate (“CAGR”) of more than 6.28% from 2025 to 2030, with IT consulting representing the fastest-growing service category. Growth is being supported by increasing enterprise adoption of cloud computing, artificial intelligence (“AI”), data analytics, cybersecurity, and other digital technologies, as well as government initiatives promoting digital economies and Industry 4.0. As organizations seek to improve operational efficiency, strengthen cybersecurity, and navigate evolving regulatory and technological requirements, demand for IT consulting services is expected to continue increasing. These market trends are expected to create significant opportunities for IT consulting firms to provide technology strategy, digital transformation, cloud migration, and cybersecurity advisory services that enable businesses to remain competitive in an increasingly digital business environment.9
| 7 | https://www.ey.com/en_sg/newsroom/2025/10/global-ipo-market-surges-amid-rising-investor-confidence-in-q3-2025 |
| 8 | https://www.thebusinessresearchcompany.com/report/it-consulting-global-market-report |
| 9 | https://www.researchandmarkets.com/reports/6100002/asia-pacific-consulting-service-market-outlook?srsltid=AfmBOooPCSMSCwWHGP4YF9SmqT5kzJ_Rg-1RwqmTcgANXilVxHB_ZZ89 |
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Business Model and Strategy
We strive to be a market maker, architect and builder of innovation and strategies. We aim to create new markets, design new business models, and deliver business and technology solutions that provide value to our clients. The factors that we believe drive demand for our business offerings include:
| ● | Financial Markets |
Increasingly complex regulations and legislation, greater scrutiny of corporate governance, and more stringent and complex reporting requirements drive the demand for our business offerings. The need to understand and address the impact of regulation and legislation, as well as the increasing costs of doing business, have prompted companies to engage third-party consultants to improve risk assessment and management models.
| ● | Operational Challenges and Opportunities |
While evaluating and re-evaluating strategies and risk management to either dodge or hit curveballs, businesses also need to be agile in capitalizing on opportunities in crisis, competition, new regulations, innovations, emerging businesses and new technologies. Third-party consultants are often engaged to recognize, understand and evaluate challenges and opportunities, and effect change. This business need drives the demand for independent expertise in the development of business acumen. These factors drive the demand for our services.
| ● | Developing Markets |
Companies in the developing world, multinational companies and SMEs can benefit from our experts’ advice on ways to increase access to more opportunities, capital and business markets whilst complying with domestic and international regulations. Restructuring, M&A transactions and conducting due diligence also drive the demand for our services.
| ● | Digital Transformation |
The advancement of technology coupled with remote working since the outbreak of the pandemic has accelerated companies’ digital transformation and reliance on digital technologies to create new or modify existing business processes, culture, and customer experiences to meet changing business and market requirements. Such transformation is in line with and drives demand for the technology consultancy services we offer. Aside from that, the shift to digital space and technology also supports the surge in the fintech landscape which drives demand in our technology consultancy services.
| 7 | https://www.statista.com/outlook/tmo/it-services/it-consulting-implementation/malaysia |
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Our Business Strategy
Our client relationships are built on quality services, our reputation, and the reputation of our consultants. We aim to build stronger recognition by providing diverse complementary services to meet our clients’ needs and offering satisfactory services. The following are key elements of our business strategy:
| ● | Leveraging Our Practitioners, Businesses, Extensive Geographic Diversification and Relationships |
We work hard to maintain and strengthen our core practices and competencies. We believe our recognized expertise, client relationships, reputation, successful track record, and geographic diversity, are the key factors in why our clients engage with us.
| ● | Delivering Value to Our Clients |
Our strategy is to work closely with our clients’ management to understand their business objectives in order to develop and implement solutions that optimise financial performance and enhance productivity. Our business processes for the effective execution of our consultancy services are as follows:
| ❖ | Understand clients’ objectives and prioritise issues: Upon a full comprehension of the business objectives of our clients, we subsequently narrow down and pinpoint the issues to ultimately come up with a list of issues to overcome, with the priority given to the more critical matters. |
| ❖ | Proposal and fee structure: Upon identifying the business requirements, we then generate pitch books or business proposals which includes amongst others the brief equity story, business overview, market and financial analysis to present the big picture and also the expected timeline and procedures. Thereafter, we shall propose the terms of our consultancy services engagements and fee structure be agreed upon. |
| ❖ | Execution of our services and delivering results: According to the clients’ business capabilities, requirements and objectives, we leverage our deep expertise to assist clients in creating values by providing profitable ideas, customising bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting-growth and in order to meet our clients’ needs and satisfaction. |
| ● | Creating Asset-based Solutions to Drive Superior Results |
We strive to deliver prompt solutions that add value to our clients’ businesses. With assets, such as software and business architectures and process methodologies, we are able to quickly implement market-ready solutions for our clients.
| ● | Attracting and Retaining Highly Qualified Professionals |
Our professionals play a pivotal role in delivering our services to clients and generating new businesses. To attract and retain highly qualified professionals, we offer significant compensation opportunities, along with a competitive benefits package and the chance to work on challenging engagements with other highly skilled peers.
With our experienced team of professionals, proven strategies and methodologies, and our strong network, we help organizations anticipate and realize value from opportunities presented by “waves” of business and technology trends.
| ● | Capitalizing on Our Strengths in Emerging Areas |
We continue to leverage our domain expertise and broad capabilities to help our clients with strategic planning and to identify issues that might arise, to be well-prepared before a crisis.
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| ● | Acquisitions |
We are selective when it comes to making strategic and opportunistic acquisitions. We do so in a way that fosters organic growth, expands our geographic presence and complements our segments, practices, services and industry focuses. Our business processes in selecting target companies are as follows:
| ❖ | Targets Sourcing: We actively search for entrepreneurial firms with high growth potential to unlock acquisition opportunities. |
| ❖ | Decision Making: We evaluate, examine and engage in due diligence of a prospective portfolio company, including but not limited to product or services viability, market potential and integrity as well as capability of the management. We then communicate closely with the parties involved to arrive at an agreed value for the acquisition. |
| ❖ | Develop Business & Provide Value Adding Services: We provide complementary value-added services including access to our consultancy expertise, knowledge, investor relations, boardroom strategy, business connections and even IPO consultancy whenever the targeted company is set to go public. |
Revenue Model
Our revenue is driven in part by our ability to offer market-leading service offerings to add value to clients. We derive our revenues substantially from our business and technology consultancy service offerings and solutions that we deliver to our clients. Each contract has different terms based on the scope, deliverables, timing and complexity of the engagement.
The following table presents our revenue for fiscal years ended December 31, 2025, 2024, and 2023.
| Revenue Fiscal Year Ended December 31 | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Business Strategy Consultancy | 10,486,348 | 14,824,502 | 14,654,120 | |||||||||
| Technology Development | 12,935,361 | 11,412,582 | 4,472,559 | |||||||||
| Interest income | 2,285,415 | 1,214,842 | 413,354 | |||||||||
| Others | 380,298 | 372,965 | 244,715 | |||||||||
| Total | 26,087,422 | 27,824,891 | 19,784,748 | |||||||||
Depending on the terms of the service engagement contract, our revenues are generated from several principal billing arrangements, as described below.
Business Consultancy
| ● | Retainer Engagements |
Under retainer-based engagements, clients are billed in accordance with predetermined fees and billing periods. Retainer fees are established based on factors such as the value, complexity, and scope of the engagement. During the engagement period, we provide clients with comprehensive business consulting services. Clients generally expect that the agreed-upon fee will not be exceeded, except under circumstances that are mutually agreed upon.
| ● | Performance-based Fees |
Under performance-based arrangements, we agree to provide a specified set of professional services in exchange for a pre-established fee. Clients typically pay a fixed amount for the agreed services. Fees are determined based on our assessment of the engagement’s complexity, scope, expected costs, and estimated time required for completion. Performance-based fees may be settled in cash or, in certain instances, in equity securities of our clients.
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| ● | Success Fees |
Success fee arrangements, similar to performance-based engagements, link compensation to the achievement of contractually defined objectives or the completion of specified project milestones. We receive a pre-established fee upon the attainment of the agreed milestone. Because the timing of achieving these milestones may vary, success fee arrangements can result in fluctuations in our revenue and operating results. Success fees may be settled in cash or, in certain cases, in equity securities of our clients, enabling both parties to participate in future growth opportunities.
Technology Consultancy
Software plays a critical role in enhancing business efficiency, and the right software solutions can significantly improve day-to-day operations. Our objective is to optimize our clients’ operations by delivering cost-effective software solutions that enhance productivity, reduce operating costs, and save time
| ● | Consulting Fees |
Clients are billed based on predetermined consulting fees for the duration of the engagement. Fees are established after considering factors such as the value and complexity of the engagement, the applicable program, the required information technology professionals and skill sets, and the scope of the services to be provided. Throughout the engagement, we deliver comprehensive technology consulting services, identifying and recommending software solutions that are best suited to the size, needs, and industry requirements of each client.
| ● | Development Fees |
Certain clients are billed for proprietary software developed in accordance with their specific requirements. We provide bespoke and customized software, applications, and website development services designed to facilitate the adoption and integration of technology and thereby enhance our clients’ business performance.
| ● | White Label Technology Fees |
We also generate revenue by providing white label technology solutions. In these arrangements, we acquire licenses to ready-made software products, which we subsequently rebrand, enhance, and customize to meet our clients’ specific requirements.
| ● | Software as a Service (SaaS) |
We intend to further diversify our revenue streams through the introduction of SaaS offerings, under which software will be licensed on a subscription basis and centrally hosted.
| ● | Graphic Processing Unit (GPU) Rental and GPU-as-a-Service (GPUaaS) |
The Group owns and operates AI computing infrastructure comprising high-performance GPU servers, which are made available to customers through dedicated rental arrangements and GPU-as-a-Service offerings. Customers access these computing resources remotely, while the Group remains responsible for the operation, maintenance, and management of the underlying infrastructure.
Our Competitive Strengths
As a firm that provides business and technology consulting services, we are well positioned for continued growth in a marketplace characterised by an increasing pace of technological change and complex business challenges. We strive to create value for clients by leveraging our network of business connections, industry knowledge and expertise, and insights into emerging technologies. With this comprehensive approach, we can propel our clients’ businesses forward by improving different aspects of their businesses starting from day-to-day operations. We also advise clients on how to identify new opportunities, increase revenues in existing markets, and deliver their products and services more effectively and efficiently to ultimately reach their targeted goals. We believe that our approach, together with the following competitive strengths, distinguish us from the competition.
| ● | Experienced and Highly Qualified Consultants |
We believe the principal reason clients choose a particular consulting firm is the experience of the firm’s professionals. As of 2025, our executive chairman has an accumulated experience of 20 years in a wide array of business operations and consulting services while our consultants have a combined wealth of knowledge and experience in accounting, finance, legal, business management and operations. In addition, our highly credentialed consultants include certified public accountants and qualified legal professionals.
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| ● | Complimentary Service Offerings and Integrated Approach. |
The problems faced by organizations often involve broad but interrelated operational and financial issues that require creative solutions drawn from various areas of expertise. We offer a broad array of business, investor relations and technology consulting services. Our integrated approach enables us to provide solutions tailored to specific client needs. For example, in the listing exercises, we deploy a team to review our client’s business and financial performance before suggesting customised strategies based on our team’s analysis. In addition, our range of service offerings reduces our dependence on any one service offering or industry, providing a stimulating work environment for our consultants.
| ● | Distinctive Culture |
We believe we have been successful in attracting and retaining top talent because of our distinctive culture of combining the energy and the flexibility of a high-growth company with the professionalism of major professional services firms. To preserve our distinctive culture, our executive chairman or chief operating officer personally interviewed each candidate prior to making an offer of employment. We believe our performance-based compensation program, which both recognizes individual performance and reinforces teamwork, also contributes to our recruiting and retention success. In our view, these elements come together to create an environment in which talented, self-directed professionals want to build a long-term career.
| ● | In-depth Industry Expertise |
We have developed specialized expertise and have an abundance of experience in the consulting and technology industry. Our industry focus enables our professionals to provide services with a thorough understanding of industry evolution, business issues and adopt applicable technologies or custom business approaches, and ultimately to deliver solutions tailored to each client’s industry.
| ● | History of Staying Ahead of Industry Trends |
To better serve our clients, we have continually reinvented ourselves by taking advantage of shifting managerial and technological trends. We initially started mainly as an Initial Public Offering (IPO) and business consultancy service provider and have expanded to provide technology consultancy and investor relations management to suit the current market trend. We are continually adapting our service offerings to reflect emerging market trends. We do not anticipate any significant changes in our service offerings soon.
Our Growth Strategy
Our goal is to expand our lead by continuing to anticipate our clients’ needs and provide a range of high-quality consulting services to meet those needs. We believe our approach to business provides us the fundamental advantage in executing our strategic plans while our affiliates, alliances and portfolio companies provide us with insights into and access to emerging business models, products, and technologies, enhancing the ability of our market units and service lines to deliver value to clients.
Amongst the factors that would drive our company’s growth particularly in our Business Consultancy segment is attributed to the economic growth in China and Southeast Asia especially the SMEs and the growth of US and Malaysian capital markets. Even though the pandemic has caused disruption and hardships on businesses, opportunities for growth are opening.
As for our Technology Consultancy pillar, despite the challenges and the economic downturn following the global health crisis, on the other end of the spectrum, the crisis has accelerated and given new force to pre-existing trends, including, notably, digitization, opening doors for digitalization across all industries.
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Generally, the key elements of our growth strategy are as follows:
| ● | Enhance Our Operational Efficiency |
As the expert in operational efficiency, we provide value to our clients as well as our shareholders by maintaining our organization as a cost-effective, technology-enabled company with strong financial discipline.
| ● | Leverage Our Reputation for High Quality Consulting Services |
We believe we can continue to successfully leverage our reputation, experience and client base to obtain new engagements from both existing and new clients.
| ● | Attract and Retain Highly Qualified Professionals |
Our professionals are crucial in delivering quality services to clients and generating new businesses. We are therefore committed to retaining our existing professionals and will continue to actively recruit additional professionals.
| ● | Expanding the Range of Our Services |
We continue to expand our services to meet our clients’ needs for expert services in our business and technology consultancy services. For our technology consultancy arm, we aim to develop proprietary in-house technology solutions and systems. Via our subsidiary in the fintech sector, we look to offer revolutionary and creative solutions to the fintech landscape. By expanding the range of our capabilities to complement our existing service offerings, we will also further strengthen our position in the market.
| ● | Exploring new opportunities in unconventional markets |
We have ventured into the unconventional education market of law enforcement education in Malaysia which we are confident will present potential growth.
| ● | Strengthening our digital marketing capabilities to drive lead generation and increase revenues |
This era of digitalization that we live in is akin to a world without boundaries. Knowing our potential client and getting connected with our targeted clients will be further facilitated by our focus in online digital marketing. Having an effective utilisation of algorithms also helps us to determine the appropriate media and can vastly improve our potential reach and facilitate new client engagement across the globe. We plan to deploy these strategies to market our brand:
| ● | Brand Image: Our marketing efforts focus on building the image of our extensive expertise and knowledge of our professionals. We intend to conduct marketing campaigns to increase media visibility and to engage our audience with newsletters and industry insights. |
| ● | Social Media: We plan to leverage our official website and social media account as well as LinkedIn to kick start our social media campaign which will be targeted towards big corporations and small to medium enterprises around the world. |
| ● | Online Search Engine Optimization (SEO): SEO plays a pivotal role in our digital marketing campaign as it serves as our supporting strategy, enhancing our online presence campaign. We aim engage SEO expert team to assist in the promotional campaign, to use advertising and keyword tagging strategy to drive traffic to our social media accounts and our website. |
| ● | Leveraging Artificial Intelligence to Enhance Service Delivery and Competitive Advantage |
We are committed to embedding artificial intelligence capabilities across our operations and service offerings to sharpen our competitive edge. Our professionals are trained and equipped to harness AI-driven tools throughout the engagement lifecycle - from research, due diligence and document drafting to data analysis, benchmarking and client reporting - enabling us to deliver higher-quality outputs with greater speed and consistency.
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By integrating AI into our consulting and technology advisory workflows, we are able to augment the expertise of our professionals rather than replace it, ensuring that clients benefit from both domain knowledge and technological precision. We also leverage AI capabilities in our fintech and proprietary technology development initiatives, accelerating the build-out of intelligent solutions that address evolving market demands.
We view the strategic adoption of AI not merely as an efficiency measure but as a core differentiator - allowing us to scale our intellectual output, reduce turnaround times, and maintain service quality across a growing client base. As AI continues to reshape the consulting landscape, we are positioned to lead rather than follow, continuously upskilling our team and refining our AI-assisted methodologies to remain at the forefront of the industry.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
Emerging Growth Company
As a company with less than $1.235 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. As an emerging growth company, we:
| ● | are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act; |
| ● | are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements, and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”); |
| ● | are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); |
| ● | are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; |
| ● | may present only two years of audited financial statements; and |
| ● | are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. |
We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.
Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding internal control over financial reporting, are not required to provide a compensation discussion and analysis, are not required to provide a pay-for-performance graph or CEO pay ratio disclosure and may present only two years of audited financial statements and related MD&A disclosure.
Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act, or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules, we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.
Foreign Private Issuer Status
We are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example:
| ● | we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval; |
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| ● | we are not required to provide certain Exchange Act reports, or as frequently, as a domestic public company; |
| ● | for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies; |
| ● | we are not required to provide the same level of disclosure on certain issues, such as executive compensation; |
| ● | we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; |
| ● | we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and |
| ● | our insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction. |
Employees
As of December 31, 2025, we have a total of 74 full-time employees. Our employees are based in Malaysia.
Property and Facilities
We lease and maintain our offices located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia.
We believe that the offices that we currently lease are adequate to meet our needs for the immediate future.
C. Organizational Structure
See “—A. History and Development of the Company.”
D. Property, Plants and Equipment
See “—B. Business Overview—Facilities.”
Item 4A. UNRESOLVED STAFF COMMENTS
None.
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This annual report contains forward-looking statements. In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our business and financial performance are subject to substantial risks and uncertainties.
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A. Operating Results
Comparison of Results of Operations for the Fiscal Years Ended December 31, 2025 and 2024
The following table summarizes our results of operations for the fiscal years ended December 31, 2025 and 2024, respectively, and provides information regarding the US$ and percentage increase or decrease during such periods.
| 2025 | 2024 | Variances | ||||||||||||||||||||||
| Amount | % of total | Amount | % of total | Amount | ||||||||||||||||||||
| US$ | revenue | US$ | revenue | US$ | % | |||||||||||||||||||
| Revenue | 26,087,422 | 100.00 | % | 27,824,891 | 100.00 | % | (1,737,469 | ) | (6.24 | )% | ||||||||||||||
| Other income | 9,364,628 | 35.90 | % | 241,591 | 0.87 | % | 9,123,037 | 3,776.23 | % | |||||||||||||||
| Cost of services | (6,756,711 | ) | 25.90 | % | (4,948,193 | ) | 17.78 | % | (1,808,518 | ) | 36.55 | % | ||||||||||||
| Depreciation | (536,519 | ) | 2.06 | % | (238,058 | ) | 0.86 | % | (298,461 | ) | 125.37 | % | ||||||||||||
| Amortisation | (955,970 | ) | 3.66 | % | (207,989 | ) | 0.75 | % | (747,981 | ) | 359.63 | % | ||||||||||||
| Employee benefits expenses | (17,345,345 | ) | 66.49 | % | (6,811,397 | ) | 24.48 | % | (10,533,948 | ) | 154.65 | % | ||||||||||||
| Impairment allowance on trade receivables | (8,424,085 | ) | 32.29 | % | (919,271 | ) | 3.30 | % | (7,504,814 | ) | 816.39 | % | ||||||||||||
| Impairment allowance on loan receivables | (31,867 | ) | 0.12 | % | (53,252 | ) | 0.19 | % | 21,385 | (40.16 | )% | |||||||||||||
| Rental expenses | (112,726 | ) | 0.43 | % | (100,530 | ) | 0.36 | % | (12,196 | ) | 12.13 | % | ||||||||||||
| Legal and professional fees | (3,546,333 | ) | 13.59 | % | (2,608,458 | ) | 9.37 | % | (937,875 | ) | 35.96 | % | ||||||||||||
| Finance cost | (619,994 | ) | 2.38 | % | (131,912 | ) | 0.47 | % | (488,082 | ) | 370.01 | % | ||||||||||||
| Other operating expenses | (26,744,020 | ) | 102.52 | % | (4,362,179 | ) | 15.68 | % | (22,381,841 | ) | 513.09 | % | ||||||||||||
| (Loss)/profit before income tax | (29,621,520 | ) | 113.55 | % | 7,685,243 | 27.62 | % | (37,306,763 | ) | (485.43 | )% | |||||||||||||
| Income tax expenses | (638,107 | ) | 2.45 | % | (108,416 | ) | 0.39 | % | (529,691 | ) | 488.57 | % | ||||||||||||
| (Loss)/profit for the year | (30,259,627 | ) | 115.99 | % | 7,576,827 | 27.23 | % | (37,836,454 | ) | (499.37 | )% | |||||||||||||
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Revenue
Our total revenue decreased by US$1.7 million, or 6.24%, to US$26.1 million for the fiscal year ended December 31, 2025 from US$27.8 million for the fiscal year ended December 31, 2024. The slight decline was mainly driven by reduced demand for business strategy and solution consultancy services and lower loan processing fee income, which are included within other revenues. Despite these decreases, the Group maintained a largely consistent revenue base year-over-year.
Our different revenue sources for fiscal years 2025 and 2024 were as follows:
| For the fiscal years ended December 31 | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Revenue by service types: | ||||||||||||||||||||||||
| Revenue from business strategy consultancy | 10,486,348 | 40.20 | % | 14,824,502 | 53.28 | % | (4,338,154 | ) | (29.26 | )% | ||||||||||||||
| Revenue from technology development | 12,935,361 | 49.58 | % | 11,412,582 | 41.02 | % | 1,522,779 | 13.34 | % | |||||||||||||||
| Interest income | 2,285,415 | 8.76 | % | 1,214,842 | 4.36 | % | 1,070,573 | 88.12 | % | |||||||||||||||
| Others | 380,298 | 1.46 | % | 372,965 | 1.34 | % | 7,333 | 1.97 | % | |||||||||||||||
| Total operating revenue | 26,087,422 | 100.00 | % | 27,824,891 | 100.00 | % | (1,737,469 | ) | (6.24 | )% | ||||||||||||||
Revenue from Business Strategy Consultancy Services
Revenue from business strategy consultancy services amounted to US$10.5 million for the fiscal year ended December 31, 2025, representing a decrease of US$4.3 million, or approximately 29.3%, from US$14.8 million for the fiscal year ended December 31, 2024. The decrease was primarily due to the completion of significant project milestones under ongoing engagements in the prior fiscal year, while newly secured engagements were in the early stages of execution and generated lower revenue during the current fiscal year.
Revenue from Technology Development, Solutions, and Consultancy Services
Revenue from technology development, solutions, and consultancy services increased by US$1.5 million, or approximately 13.3%, from US$11.4 million for the fiscal year ended December 31, 2024 to US$12.9 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to the successful completion and commercialization of several major information technology projects, including an AI livestreaming platform, digital marketing solutions, and a gaming platform aggregation project, which contributed significantly to revenue growth during the fiscal year ended December 31, 2025.
Revenue from Interest Income
Revenue from interest income increased by US$1.1 million, or approximately 88.1%, from US$1.2 million for the fiscal year ended December 31, 2024 to US$2.3 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to the expansion of the Group’s customer loan portfolio during the fiscal year ended December 31, 2025, which resulted in higher interest income earned compared to the prior fiscal year.
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Revenue from Other Services
Revenue from other services, which primarily consists of loan processing fees and management fees, increased by US$7.3 thousand, or approximately 2.0%, from US$373.0 thousand for the fiscal year ended December 31, 2024 to US$380.3 thousand for the fiscal year ended December 31, 2025. The increase was primarily attributable to a higher volume of loan processing activities, resulting in increased loan processing fee income during the year.
Other Income
Our sources for other income for fiscal years 2025 and 2024 were as follows:
| For the fiscal years ended December 31 | ||||||||||||||||||||||||
| 2025 | 2024 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Other income: | ||||||||||||||||||||||||
| Interest income | 4,908 | 0.05 | % | 4,140 | 1.71 | % | 768 | 18.55 | % | |||||||||||||||
| Gain on foreign currency | 5,928,813 | 63.31 | % | 208,335 | 86.24 | % | 5,720,478 | 2,745.81 | % | |||||||||||||||
| Reversal of impairment of trade and other receivables | 326,728 | 3.49 | % | - | - | 326,728 | 100.00 | % | ||||||||||||||||
| Reversal of impairment of loan receivables | 5,780 | 0.06 | % | - | - | 5,780 | 100.00 | % | ||||||||||||||||
| Reimbursement income for expenses incurred | - | - | 4,190 | 1.73 | % | (4,190 | ) | (100.00 | )% | |||||||||||||||
| Rental income | 122,283 | 1.31 | % | - | - | 122,283 | 100.00 | % | ||||||||||||||||
| Compensation for decline in share value | 2,584,944 | 27.60 | % | - | - | 2,584,944 | 100.00 | % | ||||||||||||||||
| Others | 391,172 | 4.18 | % | 24,926 | 10.32 | % | 366,246 | 1,469.33 | % | |||||||||||||||
| Total | 9,364,628 | 100.00 | % | 241,591 | 100.00 | % | 9,123,037 | 3,776.23 | % | |||||||||||||||
Total other income was US$9.4 million and US$241.6 thousand for the fiscal years ended December 31, 2025 and 2024, respectively.
The reversal of impairment allowance on trade and other receivables represents amounts previously provided for during the fiscal year ended December 31, 2024 that were subsequently recovered during the fiscal year ended December 31, 2025. The reversal was primarily attributable to successful collection efforts and improved assessments of the creditworthiness of certain customers.
Rental income represented income earned from the subletting of office premises under rental arrangements with third parties.
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Compensation for decline in share value increased by US$2.6 million for the fiscal year ended December 2025. The increase was primarily attributable to compensation received from a third party in connection with claims arising from AI livestreaming activities. The compensation was recognized upon the settlement of the matter and represented the difference between the agreed value of shares previously issued and their prevailing market value at the time of settlement. This income was non-recurring in nature and arose from the finalization of a commercial settlement arrangement with the counterparty.
Operating Costs
The following table sets forth the breakdown of our operating costs for the fiscal years ended December 31, 2025 and 2024:
| For the fiscal years ended December 31, | ||||||||||||||||||||||||
| 2025 | 2024 | Variances | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Consultant fee | 1,087,392 | 1.67 | % | 2,194,536 | 10.77 | % | (1,107,144 | ) | (50.45 | )% | ||||||||||||||
| IT expenses | 5,660,899 | 8.70 | % | 2,408,554 | 11.82 | % | 3,252,345 | 135.03 | % | |||||||||||||||
| Subscription fee | 8,116 | 0.01 | % | 10,892 | 0.05 | % | (2,776 | ) | (25.49 | )% | ||||||||||||||
| Referral fee | - | - | 181,139 | 0.89 | % | (181,139 | ) | (100.00 | )% | |||||||||||||||
| Other cost of services | 304 | 0.00 | % | 153,072 | 0.75 | % | (152,768 | ) | (99.80 | )% | ||||||||||||||
| Depreciation | 536,519 | 0.82 | % | 238,058 | 1.17 | % | 298,461 | 125.37 | % | |||||||||||||||
| Amortisation | 955,970 | 1.47 | % | 207,989 | 1.02 | % | 747,981 | 359.63 | % | |||||||||||||||
| Employee benefits expenses | 17,345,345 | 26.66 | % | 6,811,397 | 33.42 | % | 10,533,948 | 154.65 | % | |||||||||||||||
| Impairment allowance on trade receivables | 8,424,085 | 12.95 | % | 919,271 | 4.51 | % | 7,504,814 | 816.39 | % | |||||||||||||||
| Impairment allowance on loan receivables | 31,867 | 0.05 | % | 53,252 | 0.26 | % | (21,385 | ) | (40.16 | )% | ||||||||||||||
| Rental expenses | 112,726 | 0.17 | % | 100,530 | 0.49 | % | 12,196 | 12.13 | % | |||||||||||||||
| Legal and professional fees | 3,546,333 | 5.45 | % | 2,608,458 | 12.80 | % | 937,875 | 35.96 | % | |||||||||||||||
| Finance cost | 619,994 | 0.95 | % | 131,912 | 0.65 | % | 488,082 | 370.01 | % | |||||||||||||||
| Other operating expenses | 26,744,020 | 41.10 | % | 4,362,179 | 21.40 | % | 22,381,841 | 513.09 | % | |||||||||||||||
| Total operating costs | 65,073,570 | 100.00 | % | 20,381,239 | 100.00 | % | 44,692,331 | 219.28 | % | |||||||||||||||
Our operating costs as a percentage to our total revenue in the fiscal year ended December 31, 2025 were consistent with fiscal year ended December 31, 2024 which were 249.4% and 73.3% respectively. The operating costs increased significantly by US$44.7 million, or approximately 219.3%, from US$20.4million in fiscal year ended December 31, 2024 to US$65.1 million in fiscal year ended December 31, 2025. The increase was due to the following major reasons:
| (1) | Consultant fees represent the Company’s expenditures incurred in the provision of IPO-related consultancy services to clients. These costs include the engagement of essential professionals such as legal counsel, auditors, financial consultants, and U.S. capital markets advisors. Consultant fees are directly attributable to the consultation services provided to clients and are recognized as expenses in the period in which the related services are rendered.
For the fiscal year ended December 31, 2025, consultant fees amounted to US$1.1 million, representing a decrease of US$1.1 million, or approximately 50.5%, from US$2.2 million for the fiscal year ended December 31, 2024. The decrease was primarily attributable to the completion of a substantial portion of work relating to client engagements in the prior fiscal year, while many of the engagements secured during the fiscal year ended December 31, 2025 remained in the early stages of execution and therefore required lower levels of third-party professional services. |
40
| (2) | IT expenses increased by US$3.3 million, or approximately 135.03%, from US$2.4 million for the fiscal year ended December 31, 2024 to US$5.7 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to higher technology development and digital infrastructure costs incurred in connection with the Group’s expansion of its artificial intelligence initiatives, including generative AI solutions and AI digital human technologies. These expenditures were made to support the enhancement of the Group’s technological capabilities, product offerings, and digital solutions platform. |
| (3) | Subscription fees decreased by US$2.8 thousand, or approximately 25.5%, from US$10.9 thousand for the fiscal year ended December 31, 2024 to US$8.1 thousand for the fiscal year ended December 31, 2025. The decrease was primarily attributable to a reduction in subscriptions with a service provider that offers media monitoring, analytics, and insight solutions. |
| (4) | Referral fees decreased from US$181.1 thousand for the fiscal year ended December 31, 2024 to nil for the fiscal year ended December 31, 2025. The decrease was primarily attributable to the Group’s reduced reliance on external referral arrangements for customer acquisition as it enhanced its direct marketing capabilities and internal lead generation channels. As a result, customer acquisition efforts were increasingly conducted in-house, eliminating the need for third-party referral services during the fiscal year ended December 31, 2025. |
| (5) | Other costs of services decreased by US$152.8 thousand, or approximately 99.8%, from US$153.1 thousand for the fiscal year ended December 31, 2024 to US$304 for the fiscal year ended December 31, 2025. The decrease was primarily attributable to the disposal of the Group’s education business in April 2024, which resulted in the absence of training expenses and staff-related costs associated with the education business during the fiscal year ended December 31, 2025. |
| (6) | Depreciation expense increased by US$298 thousand, or approximately 125.4%, from US$238.1 thousand for the fiscal year ended December 31, 2024 to US$536.5 thousand for the fiscal year ended December 31, 2025. The increase was primarily attributable to capital expenditures incurred in connection with the expansion of the Group’s operations, including leasehold improvements to its newly leased office premises at Menara Tun Razak Exchange 106 and the acquisition of additional computer and office equipment. |
| (7) | Amortization expense increased by US$748.0 thousand or approximately 359.6%, from US$208 thousand for the fiscal year ended December 31, 2024 to US$956.0 thousand in fiscal year ended December 31, 2025. The increase was primarily attributable to the commencement of amortization of newly available-for-use intangible assets, including technology-related assets, following their deployment within the Group’s operations. |
| (8) | Employee benefits expenses increased by US$10.5 million, or approximately 154.7%, from US$6.8 million for the fiscal year ended December 31, 2024 to US$17.3 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to the expansion of the Group’s workforce to support business growth, resulting in a significant increase in headcount, together with higher employee compensation costs, including annual salary increments and bonus provisions, and increased directors’ fees across the Group’s subsidiaries. |
41
| (9) |
Impairment allowance on trade receivables increased by US$7.5 million, or approximately 816.4%, from US$919 thousand for the fiscal year ended December 31, 2024 to US$8.4 million for the fiscal year ended December 31, 2025. The increase was primarily attributable to the significant growth in the Group’s trade receivables balance resulting from higher business activity during the fiscal year, particularly within its technology consultancy and project-based service segments. In accordance with the Group’s expected credit loss methodology, the higher outstanding trade receivables balance resulted in a corresponding increase in the impairment allowance as of December 31, 2025.
Management believes that the overall credit quality of the Group’s customer portfolio remained stable during the fiscal year ended December 31, 2025, and that the increase in the impairment allowance primarily reflected the larger receivables portfolio, rather than a significant deterioration in customers’ creditworthiness. |
| (10) | Impairment allowance on loan receivables decreased by US$21.4 thousand from US$53.3 thousand for the fiscal year ended December 31, 2024 to US$31.9 thousand for the fiscal year ended December 31, 2025. The decrease was primarily attributable to the disposal of the Group’s money-lending subsidiary during the year, which resulted in the derecognition of the underlying loan receivables and the related expected credit loss allowance. |
| (11) | Rental expenses increased by US$12.2 thousand or approximately 12.1%, from US$100.5 thousand in fiscal year ended December 31, 2024 to US$112.7 thousand in fiscal year ended December 31, 2025. The increase was primarily attributable to the lease of additional premises to support the Group’s expanded operations, including a showroom and office space for clients to access the computing power provided through the Group’s GPU infrastructure. |
| (12) | Legal and professional fees were US$3.5 million for the fiscal year ended December 31, 2025, representing an increase of US$937.9 thousand, or approximately 36.0%, from US$2.6 million for the fiscal year ended December 31, 2024. The increase was primarily attributable to higher legal and advisory expenses incurred in connection with fundraising activities, including legal opinions, regulatory compliance work, share trading-related legal opinions and associated professional charges, as well as other professional services supporting the Group’s financing and capital market activities. |
| (13) | Finance costs increased by US$488.1 thousand, from US$131.9 thousand for the fiscal year ended December 31, 2024 to US$620 thousand for the fiscal year ended December 31, 2025. The increase was primarily attributable to higher interest expense arising from convertible notes issued during the fiscal year ended December 31, 2025 to fund the Group’s operations and working capital requirements. |
| (14) | Other operating expenses primarily consist of marketing expenses, staff welfare, office expenses, travel expenses, secretarial fees and other miscellaneous operating expenses. Other operating expenses increased by US$22.4 million, from US$4.4 million in fiscal year ended December 31, 2024 to US$26.7 million in fiscal year ended December 31, 2025. The increase was mainly attributable to: (i) Bad debt written off amounting to US$4.3 million which arose from management’s assessment that certain outstanding receivable balances were no longer recoverable, (ii) Higher entertainment expenses of US$2.3 million to driven customer engagement, expand market reach, and enhance brand visibility, (iii) Investment loss of US$374 thousand arising from the disposal of quoted and unquoted equity investments (iv) Loss on disposal of subsidiaries of US$11.0 million arising from the disposal of its non-core business during the fiscal year ended December 31, 2025. The loss represents the excess of the carrying amount of net assets disposed over the consideration received and is non-recurring in nature. |
We expect our overall operating costs to decrease in the foreseeable future as a result of the disposal of certain subsidiaries during fiscal year ended December 31, 2025, which has reduced the scale of the Group’s operations and its associated cost base. While we will continue to incur expenses necessary to support our core business activities, including marketing, personnel, and professional services, the absence of costs previously attributable to the disposed subsidiaries is expected to result in a lower overall level of operating expenses going forward.
Provision for Income Taxes
Our provision for income taxes was US$647.3 thousand in fiscal year ended December 31, 2025, which included the reversal of an over provision of income tax of US$5.1 thousand in respect of fiscal year ended December 31, 2024.
42
The Company’s subsidiaries incorporated in Malaysia are subject to the income tax laws of Malaysia. Income tax provision for operations in Malaysia is calculated at the applicable tax rates on taxable income for the relevant periods based on existing legislation, interpretations and practices. Under the Malaysian Income Tax Act 1967, the general corporate income tax rate applicable to companies incorporated in Malaysia is 24%. However, for small and medium-sized companies with paid-up capital of not more than RM2.5 million at the beginning of the basis period and gross business income of not more than RM50 million for the relevant year of assessment, the applicable income tax rates are 15% on the first RM150,000 of chargeable income, 17% on the next RM450,000 of chargeable income (i.e. from RM150,001 to RM600,000), and 24% on the remaining balance, for each of the fiscal years ended December 31, 2025 and 2024.
Net Income/Loss
As a result of the foregoing, we reported net loss of US$29.6 million for the fiscal year ended December 31, 2025, representing a decrease of US$37.3 million from a net income of US$7.6 million for the fiscal year ended December 31, 2024.
Operating segment
| Net Profit | ||||||||
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Business Strategy Consultancy | 4,553,799 | (8,681,919 | ) | |||||
| Technology Development, Solutions and Consultancy | 2,594,593 | (15,037,186 | ) | |||||
| Interest income | 553,014 | (1,655,166 | ) | |||||
| Others | 16,707 | (275,723 | ) | |||||
| Total | 7,718,113 | (25,649,994 | ) | |||||
| (i) | Business strategy consultancy |
Net profit from business strategy consultancy decreased by US$13.2 million, from a net profit of US$4.6 million in the fiscal year ended December 31, 2024 to a net loss of US$8.7 million in the fiscal year ended December 31, 2025. The decline was primarily attributable to the following factors:
| a. | Revenue from business strategy consultancy services amounted to US$10.5 million for the fiscal year ended December 31, 2025, representing a decrease of US$4.3 million compared to US$14.8 million recorded in the fiscal year ended December 31, 2024. The decrease was primarily driven by the timing of project execution, as major milestones were achieved in the prior year, whereas newly awarded engagements were at an earlier stage of completion during the current year. |
| b. | Consultant fees were US$1.1 million in fiscal year ended December 31, 2025, a decrease of US$1.1 million as compared to US$2.2 million in fiscal year ended December 31, 2024. The decrease was primarily attributable to the completion of significant client work in the prior fiscal year, while engagements secured during the current fiscal year were at earlier stages of execution and required lower levels of third-party professional services. |
| c. | Gross profit margin increased by 4.4% from 85.2% in fiscal year ended December 31, 2024 to 89.6% in fiscal year ended December 31, 2025. |
| d. | The operating expenses were increased by US$10.0 million, or approximately 123.9%. The increase is mainly due to (i) Director remunerations; (ii) legal and professional fees; and (iii) entertainment expenses. |
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| (ii) | Technology development, solutions and consultancy |
Net profit from technology development, solutions and consultancy services decreased by US$17.6 million, from a net profit of US$2.6 million in the fiscal year ended December 31, 2024 to a net loss of US$15.0 million in the fiscal year ended December 31, 2025. The decline in segment results was primarily attributable to the following factors:
| a. | Revenue from our technology development, solutions, and consultancy services increased by US$1.5 million, or approximately 13%, from US$11.4 million in the fiscal year ended December 31, 2024 to US$12.9 million in the fiscal year ended December 31, 2025. This substantial growth was primarily driven by successful completion and commercialization of several major information technology projects, including an AI livestreaming platform, digital marketing solutions, and a gaming platform aggregation project during the fiscal year. | |
| b. | The cost of services increased by US$3.1 million, or approximately 118% due to higher technology development and digital infrastructure costs incurred in connection with the Group’s expansion of its artificial intelligence initiatives, including generative AI solutions and AI digital human technologies. | |
| c. | Gross profit margin decreased by 21.0%, from 77.2% in the fiscal year ended December 31, 2024 to 56.2% in the fiscal year ended December 31, 2025. | |
| d. | The operating expenses from technology development, solutions and consultancy service were increased by US$16.1 million, or approximately 258.7%. The increase is mainly due to (i) Director remunerations; (ii) legal and professional fees; and (iii) entertainment expenses. |
| (iii) | Interest income |
Net profit from interest income decreased by US$2.2 million, from a net profit of US$553 thousand in the fiscal year ended December 31, 2024 to a net loss of US$1.66 million in the fiscal year ended December 31, 2025. The decline was primarily attributable to the following factors:
| a. | Revenue from interest income increased significantly by US$1.1 million, or approximately 88.1%, from US$1.2 million for the fiscal year ended December 31, 2024, to US$2.3 million for the fiscal year ended December 31, 2025. This substantial increase was primarily driven by the expansion of the Group’s customer loan portfolio during the fiscal year ended December 31, 2025, which resulted in higher interest income earned compared to the prior fiscal year. |
| b. | The operating expenses were increased by US$3.3 million mainly due to (i) Director fees and remunerations; (ii) legal and professional fees; and (iii) staff costs. |
| (iv) | Others |
Net profit from other services decreased by US$292 thousand, from a net profit of US$17 thousand in the fiscal year ended December 31, 2024 to a net loss of US$276 thousand in the fiscal year ended December 31, 2025. The decline was primarily attributable to the following factors:
| a. | Revenue from other services, which primarily consists of loan processing fees and management fees, increased by US$7.3 thousand, or approximately 2%, from US$373.0 thousand for the fiscal year ended December 31, 2024 to US$380.3 thousand for the fiscal year ended December 31, 2025. The increase was primarily attributable to a higher volume of loan processing activities, resulting in increased loan processing fee income during the year. |
| b. | Other costs of services decreased by US$152.8 thousand, from US$153 thousand in fiscal year ended December 31, 2024 to US$305 in fiscal year ended December 31, 2025. The decrease was primarily attributable to the disposal of the Group’s education business in April 2024, which resulted in the absence of training expenses and staff-related costs associated with the education business during the fiscal year ended December 31, 2025. |
| c. | Gross profit margin increased by 40.9% from 59% in fiscal year ended December 31, 2024 to 99.9% in fiscal year ended December 31, 2025. |
| d. | The operating expenses were increased by US$453 thousand, or approximately 222.7% mainly due to (i) Director fees, (ii) legal and professional fees; and (iii) staff costs. |
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Comparison of Results of Operations for the Fiscal Years Ended December 31, 2024 and 2023
The following table summarizes our results of operations for the fiscal years ended December 31, 2024 and 2023, respectively, and provides information regarding the US$ and percentage increase or (decrease) during such periods.
| 2024 | 2023 | Variances | ||||||||||||||||||||||
| Amount | % of total | Amount | % of total | Amount | ||||||||||||||||||||
| US$ | revenue | US$ | revenue | US$ | % | |||||||||||||||||||
| Revenue | 27,824,891 | 100.00 | % | 19,519,687 | 98.66 | % | 8,305,204 | 42.55 | % | |||||||||||||||
| Revenue – related party | - | - | % | 265,061 | 1.34 | % | (265,061 | ) | (100.00 | )% | ||||||||||||||
| Total revenue | 27,824,891 | 100.00 | % | 19,784,748 | 100.00 | % | 8,040,143 | 40.64 | % | |||||||||||||||
| Other income | 241,591 | 0.87 | % | 163,914 | 0.83 | % | 77,677 | 47.39 | % | |||||||||||||||
| Cost of services | (4,948,193 | ) | 17.78 | % | (3,352,149 | ) | 16.94 | % | (1,596,044 | ) | 47.61 | % | ||||||||||||
| Depreciation | (238,058 | ) | 0.86 | % | (161,887 | ) | 0.82 | % | (76,171 | ) | 47.05 | % | ||||||||||||
| Amortisation | (207,989 | ) | 0.75 | % | - | - | (207,989 | ) | 100.00 | % | ||||||||||||||
| Employee benefits expenses | (6,811,397 | ) | 24.48 | % | (5,397,483 | ) | 27.28 | % | (1,413,914 | ) | 26.2 | % | ||||||||||||
| Impairment allowance on trade receivables | (919,270 | ) | 3.30 | % | (342,353 | ) | 1.73 | % | (576,917 | ) | 168.52 | % | ||||||||||||
| Impairment allowance on other receivables | (53,252 | ) | 0.19 | % | (59,317 | ) | 0.30 | % | 6,065 | (10.22 | )% | |||||||||||||
| Rental expenses | (100,530 | ) | 0.36 | % | (50,570 | ) | 0.26 | % | (49,960 | ) | 98.79 | % | ||||||||||||
| Legal and professional fees | (2,608,458 | ) | 9.37 | % | (1,386,774 | ) | 7.01 | % | (1,221,684 | ) | 88.10 | % | ||||||||||||
| Finance cost | (131,912 | ) | 0.47 | % | (20,175 | ) | 0.10 | % | (111,737 | ) | 553.84 | % | ||||||||||||
| Other operating expenses | (4,362,179 | ) | 15.68 | % | (2,075,468 | ) | 10.49 | % | (2,2,86,711 | ) | 110.18 | % | ||||||||||||
| Profit before income tax | 7,685,243 | 27.62 | % | 7,102,486 | 35.90 | % | 582,757 | 8.20 | % | |||||||||||||||
| Income tax expenses | (108,416 | ) | 0.39 | % | 135,031 | 0.68 | % | (243,447 | ) | (180.20 | )% | |||||||||||||
| Profit for the year | 7,576,827 | 27.23 | % | 7,237,517 | 36.58 | % | 339,310 | 4.69 | % | |||||||||||||||
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Revenue
Our total revenue increased by US$8,040,143, or 40.64%, to US$27,824,891 for the fiscal year ended December 31, 2024 from US$19,784,748 for the fiscal year ended December 31, 2023. The increase in our revenue was primarily due to increase in revenue from technology development, solutions and consultancy services, interest income from microfinancing activities.
Our different revenue sources for fiscal years 2024 and 2023 were as follows:
| For the fiscal years ended December 31 | ||||||||||||||||||||||||
| 2024 | 2023 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Revenue by service types: | ||||||||||||||||||||||||
| Revenue from business strategy consultancy | 14,824,502 | 53.28 | % | 14,654,120 | 74.07 | % | 170,382 | 1.16 | % | |||||||||||||||
| Revenue from technology development, solutions and consultancy | 11,412,582 | 41.02 | % | 4,472,559 | 22.61 | % | 6,940,023 | 155.17 | % | |||||||||||||||
| Interest income | 1,214,842 | 4.36 | % | 413,354 | 2.09 | % | 801,488 | 193.90 | % | |||||||||||||||
| Others | 372,965 | 1.34 | % | 244,715 | 1.23 | % | 128,250 | 52.41 | % | |||||||||||||||
| Total operating revenue | 27,824,891 | 100.00 | % | 19,784,748 | 100.00 | % | 8,040,143 | 40.64 | % | |||||||||||||||
Revenue from Business Strategy Consultancy Services
Revenue from business strategy consultancy services amounted to US$14,824,502 for the fiscal year ended December 31, 2024, representing a marginal increase compared to US$14,654,120 recorded in the previous year, and reflecting overall consistency in performance year over year.
Revenue from Technology Development, Solutions, and Consultancy Services
Revenue from our technology development, solutions, and consultancy services increased significantly by US$6,940,023, or approximately 155.17%, from US$4,472,559 in the fiscal year ended December 31, 2023 to US$11,412,582 in the fiscal year ended December 31, 2024. This substantial growth was primarily driven by the expansion of the Group’s technological capabilities and the launch of new projects, including generative AI solutions and AI digital human technology.
Revenue from Interest Income
Revenue from interest income increased significantly by US$801,488, or approximately 193.90%, from US$413,354 for the fiscal year ended December 31, 2023, to US$1,214,842 for the fiscal year ended December 31, 2024. This substantial increase was primarily driven by the expansion of our customer loan base compared to the prior financial year.
Revenue from Other Services
Other revenues consist primarily of loan processing fees, management fees, and training fees. For the fiscal year ended December 31, 2024, other revenues amounted to US$372,965, representing an increase of 52.41% or US$128,250 compared to US$244,715 in the prior year. The increase was mainly attributable to higher loan processing fees generated from the Group’s microfinancing activities during fiscal year 2024.
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Other Income
Our sources for other income for fiscal years 2024 and 2023 were as follows:
| For the fiscal years ended December 31 | ||||||||||||||||||||||||
| 2024 | 2023 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Other income: | ||||||||||||||||||||||||
| Interest income | 4,140 | 1.71 | % | 1,596 | 0.97 | % | 2,544 | 159.40 | % | |||||||||||||||
| Gain on foreign currency | 208,335 | 86.24 | % | - | - | 208,335 | 100.00 | % | ||||||||||||||||
| Other income – IPO Conference | - | - | 109,592 | 66.86 | % | (109,592 | ) | (100.00 | )% | |||||||||||||||
| Reimbursement income for expenses incurred | 4,190 | 1.73 | % | 52,726 | 32.17 | % | (48,536 | ) | (92.05 | )% | ||||||||||||||
| Others | 24,926 | 10.32 | % | - | - | 24,926 | 100.00 | % | ||||||||||||||||
| Total | 241,591 | 100.00 | % | 163,914 | 100.00 | % | 77,677 | 47.39 | % | |||||||||||||||
Other income was US$241,591 and US$163,914 in fiscal year ended December 31, 2024 and 2023 respectively.
Reimbursement income for expenses incurred in the year ended 2023 and 2024 relates to the monthly out-of-pocket expenses charged by Imej Jiwa Communications Sdn Bhd to their clients for the investor relation services.
Operating Costs
The following table sets forth the breakdown of our operating costs for the fiscal years ended December 31, 2024 and 2023:
| For the fiscal years ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | Variances | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Consultant fee | 2,194,536 | 10.77 | % | 2,413,237 | 18.79 | % | (218,701 | ) | (9.06 | )% | ||||||||||||||
| IT expenses | 2,408,554 | 11.82 | % | 239,426 | 1.86 | % | 2,169,128 | 905.97 | % | |||||||||||||||
| Subscription fee | 10,892 | 0.05 | % | 30,720 | 0.24 | % | (19,828 | ) | (64.54 | )% | ||||||||||||||
| Referral fee | 181,139 | 0.89 | % | 552,263 | 4.30 | % | (371,124 | ) | (67.20 | )% | ||||||||||||||
| Other cost of services | 153,072 | 0.75 | % | 116,503 | 0.91 | % | 36,569 | 31.39 | % | |||||||||||||||
| Depreciation | 238,058 | 1.17 | % | 161,887 | 1.26 | % | 76,171 | 47.05 | % | |||||||||||||||
| Amortisation | 207,989 | 1.02 | % | - | - | 207,989 | 100.00 | % | ||||||||||||||||
| Employee benefits expenses | 6,811,397 | 33.42 | % | 5,397,483 | 42.02 | % | 1,413,914 | 26.20 | % | |||||||||||||||
| Impairment allowance on trade receivables | 919,270 | 4.51 | % | 342,353 | 2.67 | % | 576,917 | 168.52 | % | |||||||||||||||
| Impairment allowance on other receivables | 53,252 | 0.26 | % | 59,317 | 0.46 | % | (6,065 | ) | (10.22 | )% | ||||||||||||||
| Rental expenses | 100,530 | 0.49 | % | 50,570 | 0.39 | % | 49,960 | 98.79 | % | |||||||||||||||
| Legal and professional fees | 2,608,458 | 12.80 | % | 1,386,774 | 10.80 | % | 1,221,684 | 88.10 | % | |||||||||||||||
| Finance cost | 131,912 | 0.65 | % | 20,175 | 0.16 | % | 111,737 | 553.84 | % | |||||||||||||||
| Other operating expenses | 4,362,179 | 21.40 | % | 2,075,468 | 16.16 | % | 2,286,711 | 110.18 | % | |||||||||||||||
| Total operating costs | 20,381,238 | 100.00 | % | 12,846,176 | 100.00 | % | 7,535,062 | 58.66 | % | |||||||||||||||
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Our operating costs as a percentage to our total revenue in the fiscal year 2024 were consistent with fiscal year 2023 which were 73.25% and 64.93% respectively. The operating costs increased significantly by US$7,535,063, or approximately 58.66%, from US$12,846,176 in fiscal year 2023 to US$20,381,239 in fiscal year 2024. The increase was due to the following major reasons:
| (1) | Consultant fees represent the Company’s expenditures incurred in the provision of IPO-related consultancy services to clients. These costs include the engagement of essential professionals such as legal counsel, auditors, financial consultants, and U.S. capital markets advisors. Consultant fees are directly attributable to the consultation services provided to clients and are recognized as expenses in the period in which the related services are rendered.
For the fiscal year ended December 31, 2024, consultant fees amounted to US$2,194,536, reflecting a marginal decrease of US$218,701 compared to US$2,413,237 in the fiscal year ended December 31, 2023. The Group engaged in a comparable number of IPO projects in both fiscal years; therefore, consultant fees remained relatively consistent across the periods. The slight decrease was due to the timing of project milestones and the completion of certain consultancy scopes in earlier phases. |
| (2) | IT expenses for the financial year ended 31 December 2024 amounted to US$2,408,554, representing an increase of US$2,169,128 or 906% compared to US$239,426 in the previous financial year.
The significant increase was primarily attributable to the Group’s strategic investment in the expansion of its technological capabilities, specifically in the areas of generative artificial intelligence (AI) solutions and AI digital human technology. These initiatives form part of the Group’s broader innovation roadmap aimed at enhancing its product offerings, operational efficiencies, and market competitiveness. |
| (3) | Subscription fees decreased by US$19,828, from US$30,720 in fiscal year 2023 to US$10,892 in fiscal year 2024, due to reduced subscriptions with a service provider that offers media monitoring, analytics, and insight solutions. |
| (4) |
Referral fees amounted to US$181,139 in fiscal year 2024, compared to US$552,263 in fiscal year 2023.
The reduction in referral fees was primarily attributable to increased direct engagement with potential customers and the adoption of marketing tools to generate leads, which were then converted into customers. |
| (5) | Other costs of services increased by US$36,569, from US$116,503 in fiscal year 2023 to US$153,072 in fiscal year 2024.
The increase was primarily attributable to higher training expenses and increased staff-related costs associated with the operations of the Group’s education arm during the fiscal year 2024. |
| (6) | For the fiscal year 2024, depreciation was US$238,058, an increase of US$76,171 compared with US$161,887 in fiscal year 2023, primarily due to additional fixed assets acquired during the year, such as renovation for our newly leased offices and campus, computer software and office equipment.
|
| (7) | Amortization expense totaled US$207,989 for the fiscal year ended December 31, 2024, primarily attributable to the commencement of utilisation of intangible assets within the Group’s operations |
| (8) | For the fiscal year 2024, the employee benefits expenses were US$6,811,397, a increase of US$1,413,914 compared with US$5,397,483 in fiscal year 2023. Such an increase was mainly attributable to the expansion of our business. The increase was mainly due to the disposal of one of our subsidiaries by the end of March 2024. (inclusive of Director fee cause increment) |
| (9) | Impairment allowance on trade receivables increased significantly US$576,918 or approximately 168.52%, from US$342,353 in fiscal year 2023 to US$919,270 in fiscal year 2024 |
| (10) | Impairment allowance on loan receivables decreased by US$6,065 or approximately 10.22%, from US$59,317 in fiscal year 2023 to US$53,252 in fiscal year 2024. |
| (11) | Rental expenses increased by US$49,960 or approximately 98.79%, from US$50,570 in fiscal year 2023 to US$100,530 in fiscal year 2024 due to the additional new office in fiscal year 2024 to accommodate the increasing employees. |
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| (12) | Legal and professional fees were US$2,608,458 in fiscal year 2024, representing a significant increase of US$1,221,684 compared to US$1,386,774 in fiscal year 2023. This increase was primarily driven by multiple fundraising activities conducted during fiscal year 2024. |
| (13) | Finance costs increased by US$111,737, from US$20,175 in fiscal year 2023 to US$131,912 in fiscal year 2024, primarily due to the senior secured convertible note transaction entered into during fiscal year 2024. |
| (14) | Other operating expenses primarily consist of marketing expenses, staff welfare, office expenses, travel expenses and secretarial fees. Other operating expenses increased by US$2,286,711, from US$2,075,468 in fiscal year 2023 to US$4,362,179 in fiscal year 2024. The increase was mainly attributable to: (i) Loss on derecognition of subsidiaries amounting to US$399,540, (ii) Higher marketing expenses of US$781,500 to expand customer reach and enhance brand awareness, and (iii) Increased staff welfare expenses of US$486,049, primarily due to the purchase of Directors’ and employees’ medical insurance, as well as company events, including overseas trips and other celebrations. |
We expect our overall operating costs, including marketing expenses, salaries, and professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations.
Provision for Income Taxes
Our provision for income taxes was US$40,902 in fiscal year ended December 31, 2024, primarily due to the under provision of income tax of US$135,031 in fiscal year 2023. For the subsidiaries that are incorporated in Malaysia, they are governed by the income tax laws of Malaysia. The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices. Under the Income Tax Act of Malaysia, enterprises incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate, while preferential tax rates, tax holidays, and tax exemptions may be granted on a case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of MYR2,500,000 or less, and gross income of not more than MYR50 million) is 15% for the first MYR150,000 (or approximately US$37,500) taxable income, continuously by 17% for the MYR150,001 (or approximately US$37,501) to MYR600,000 (or approximately US$150,000) taxable income for the fiscal years ended December 31, 2024 and 2023, with the remaining balance being taxed at the 24% rate.
Net Income
As a result of the foregoing, we reported net income of US$7,576,827 for the fiscal year ended December 31, 2024, representing an increase of US$339,310 from a net income of US$7,237,517 for the fiscal year ended December 31, 2023.
Operating segment
| Net Profit | ||||||||
| 2023 | 2024 | |||||||
| US$ | US$ | |||||||
| Business Strategy Consultancy | 4,773,738 | 4,553,799 | ||||||
| Technology Development, Solutions and Consultancy | 2,161,264 | 2,594,593 | ||||||
| Interest income | 225,855 | 553,014 | ||||||
| Others | 73,039 | 16,707 | ||||||
| Total | 7,233,896 | 7,718,113 | ||||||
| (i) | Business strategy consultancy |
Net profit from business strategy consultancy decreased by US$219,940 or 7.08% from US$4,773,739 in the fiscal year ended December 31, 2023 to US$4,553,799 in the fiscal year ended December 31, 2024 due to the following reasons:
| a. | Revenue from business strategy consultancy services amounted to US$14,824,502 for the fiscal year ended December 31, 2024, representing a marginal decrease compared to US$14,654,120 recorded in the previous year, and reflecting overall consistency in performance year over year. |
| b. | Consultant fees were US$2,194,536 in fiscal year 2024, an decrease of US$814,417 as compared to US$3,008,953 in fiscal year 2023. The decrease in consultant fees is due to the completion of substantial works from the consultants of some of the on-going IPO projects in fiscal year 2023, leaving only a few remaining tasks to be completed in fiscal year 2024. |
| c. | Gross profit margin increased by 6% from 79% in 2023 to 85% in 2024. |
| d. | The operating expenses were increased by US$1,204,739, or approximately 14%. The increase is mainly due to (i) Director fees; (ii) legal and professional fees; and (iii) marketing expenses. |
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| (ii) | Technology development, solutions and consultancy |
Net profit from technology development, solutions and consultancy service increased by US$433,329 or 16.94% from US$2,161,264 in 2023 to US$2,594,593 in 2024 due to the following reasons:
| a. | Revenue from our technology development, solutions, and consultancy services increased significantly by US$6,940,023, or approximately 148.56%, from US$4,472,559 in the fiscal year ended December 31, 2023 to US$11,412,582 in the fiscal year ended December 31, 2024. This substantial growth was primarily driven by the expansion of the Group’s technological capabilities and the launch of new projects, including generative AI solutions and AI digital human technology. |
| b. | The cost of services increased by US$2,318,061, or approximately 796.63% due to the projects were mostly completed by our internal IT team. |
| c. | Gross profit margin decreased by 17%, from 94% in 2023 to 77% in 2024. |
| d. | The operating expenses from technology development, solutions and consultancy service were increased by US$4,188,633, or approximately 199%. The increase is mainly due to (i) Director fees; (ii) legal and professional fees; and (iii) marketing expenses. |
| (iii) | Interest income |
Net profit from interest income increased by US$327,159 or 138.51% from US$225,855 in 2023 to US$553,014 in 2024 due to the following reasons:
| a. | Revenue from interest income increased significantly by US$801,488, or approximately 186.28%, from US$413,354 for the fiscal year ended December 31, 2023, to US$1,214,842 for the fiscal year ended December 31, 2024. This substantial increase was primarily driven by the expansion of our customer loan base compared to the prior financial |
| b. | The operating expenses were increased by US$474,329 mainly due to (i) Director fees and remunerations; (ii) legal and professional fees; and (iii) staff costs. |
| (iv) | Others |
Net profit from others decreased by US$56,333 or 77.72% from US$73,040 in 2023 to US$16,707 in 2024 due to the following reasons:
| a. | Other revenues consist primarily of loan processing fees, management fees, and training fees. For the fiscal year ended December 31, 2024, other revenues amounted to US$372,965, representing an increase of 48.46% or US$128,250 compared to US$244,715 in the prior year. The increase was mainly attributable to higher loan processing fees generated from the Group’s microfinancing activities during fiscal year 2024. |
| b. | Other costs of services increased by US$92,400, from US$60,670 in fiscal year 2023 to US$153,072 in fiscal year 2024.
The increase was primarily attributable to higher training expenses and increased staff-related costs associated with the operations of the Group’s education arm during the fiscal year 2024. |
| c. | Gross profit margin significantly decreased by 16% from 75% in 2023 to 59% in 2024. |
| d. | The operating expenses were increased by US$92,182, or approximately 78% mainly due to (i) Director fees, (ii) legal and professional fees; and (iii) staff costs. |
B. Liquidity and Capital Resources
Cash Flows for the Fiscal Year Ended December 31, 2025 Compared to the Fiscal Year Ended December 31, 2024
The following table sets forth a summary of our cash flow for the year ended 31 December 2025 and 2024
| For the fiscal year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Summary Consolidated Cash Flow Data | US$ | US$ | ||||||
| Net cash (used in)/generated from operating activities | 2,617,790 | 22,279,507 | ||||||
| Net cash used in investing activities | (72,968,649 | ) | (48,644,380 | ) | ||||
| Net cash generated from financing activities | 66,186,404 | 34,528,608 | ||||||
| Net (decrease)/increase in cash and cash equivalents | (7,159,936 | ) | 7,090,444 | |||||
| Cash and cash equivalents at the beginning of year | 8,100,899 | 1,010,455 | ||||||
| Cash and cash equivalents at the end of year | 940,963 | 8,100,899 | ||||||
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Net cash generated from operating activities in the fiscal year ended December 31, 2025 was US$2.6 million, which consists of our loss before tax of US$29.6 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included net effects from acquisition and disposal of subsidiaries amounting to US$42.1 million, provision of allowance for expected credit losses at US$8.5 million, US$6.7 million of share-based compensation awards paid to our directors and senior managements and acquisition of financial assets amounting to US$32.0 million. The principal items accounting for the changes in operating assets and liabilities were (i) US$16.0 million of decrease in trade and other receivables, (ii) US$8.8 million of increase in trade and other payables and (iii) US$257 thousand of decrease in inventories.
Investing activities
Net cash used in investing activities in the fiscal year ended December 31, 2025 was US$73.0 million, which was attributable to our acquisition in financial assets amounting of US$7.5 million , acquisition of intangible assets in a total of US$5.9 million and proceeds from disposal of subsidiaries at US$63.3 million On the other hand, incurred of proceeds of US$4.2 million in respect of disposal of quoted and unquoted investments.
Financing activities
Net cash generated from financing activities in in the fiscal year ended December 31, 2025 was US$66.2 million, which was proceeds from issuance of convertible notes at US$14.0 million, repayment of finance lease liabilities at US$1.6 million, and proceeds from issuance of shares at US$53.7 million.
Our principal sources of liquidity to finance our operating and investing activities have been net cash provided by financing activities. As of December 31, 2025, we had US$941 thousand in cash and cash equivalents, Our cash and cash equivalents primarily consist of cash on hand, general bank balances and cash in share trading accounts.
Cash Flows for the Fiscal Year Ended December 31, 2024 Compared to the Fiscal Year Ended December 31, 2023
The following table sets forth a summary of our cash flow for the year ended 31 December 2024 and 2023
| For the fiscal year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Summary Consolidated Cash Flow Data | US$ | US$ | ||||||
| Net cash generated from/(used in) operating activities | 22,279,507 | 1,151,228 | ||||||
| Net cash (used in)/generated from investing activities | (48,644,380 | ) | (3,975,259 | ) | ||||
| Net cash generated/(used in) financing activities | 34,528,608 | 2,963,766 | ||||||
| Net increase in cash and cash equivalents | 7,090,444 | 139,735 | ||||||
| Cash and cash equivalents at the beginning of year | 1,010,455 | 870,720 | ||||||
| Cash and cash equivalents at the end of year | 8,100,899 | 1,010,455 | ||||||
Net cash generated used in operating activities in 2024 was US$22.3 million, which consists of our profit before tax of US$7.7 million as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included professional fees paid by shares amounting to US$ 2.9 million, provision of allowance for expected credit losses at US$919 thousand and US$ 1.9million of share-based compensation awards paid to our directors and senior managements. The principal items accounting for the changes in operating assets and liabilities were (i) US$12million of increase in trade and other receivables and (ii) US$4.7million of increase in trade and other payables.
Investing activities
Net cash used in investing activities in 2024 was US$48.7 million, which was attributable to our investment in Sagtec Global Limited, Reveillon Group Limited and Marvis Inc. Additionally, we have also acquired a total of US$2.3million in intangible assets.
Financing activities
Net cash generated from financing activities in 2024 was US$34.53 million, which was repayment due to advances to related parties at US$0.3 million, repayment of finance lease liabilities at US$161k, repayment of borrowings at US$24k, and proceeds from issuance of shares at US$35.01 million.
Our principal sources of liquidity to finance our operating and investing activities have been net cash provided by financing activities. As of December 31, 2024, we had US$ 8.1 million in cash and cash equivalents, out of which US$6.30 million was held in Ringgit Malaysia and the rest was held in other currencies. Our cash and cash equivalents primarily consist of cash on hand, general bank balances and cash in share trading accounts.
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Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2025, 2024, and 2023.
C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity, or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Factors and Trends Affecting Our Results of Operations
We believe the following key factors may affect our financial condition and results of operations:
E. Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These 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 (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
| ● | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
| ● | Level 3 inputs are unobservable inputs for the asset or liability. |
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised 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.
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Critical judgements in applying the Group’s accounting policies
There are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying the Group’s accounting policy and that has the most significant effect on the amounts recognised in the financial statements.
Fair value measurement of unquoted shares
In determining the fair value of the unquoted shares, the Company relies on the net asset values of the investee companies or independent valuation report.
The availability of observable inputs can vary from investment to investment. For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on models or inputs that are less observable or unobservable in the market and the determination of the fair values require significant judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to occurrence of future events which could not be reasonably determined as at the balance sheet date.
Provision for allowance for ECL for trade receivables, other receivables and loan receivables
The Company uses a provision matrix to calculate ECLs for trade receivables, other receivables and loan receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust historical credit loss experience with forward- looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
Fair value of warrant liabilities
The Company accounts the warrants as financial liabilities in accordance with IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement, where the terms of the instruments do not meet the criteria for classification as equity under IAS 32 Financial Instruments: Presentation. The warrants are not considered equity instruments because they are cash-settled and include features such as anti-dilution provisions, which prevent them from being considered as “fixed-for-fixed” equity instruments.
These warrant liabilities are initially measured at fair value on the date of issuance. After initial recognition, the warrant liabilities are remeasured at fair value at each reporting period, with changes in fair value recognized through profit or loss in accordance with IFRS 9 Financial Instruments.
Trade and Other Receivables
A receivable is recognized when the group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the group has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including an allowance for credit losses. As of December 31, 2025 and 2024, the allowance for doubtful debts are US$4,548,696 and US$469,101, respectively.
Revenue Recognition
Revenue is recognized to depict the transfer of promised services to clients at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those services. Specifically, the Company uses a five-step approach to recognize revenue:
| ● | Step 1: Identify the contract(s) with a client |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation |
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The Company recognizes revenue when (or as) a performance obligation is satisfied, i.e. when “control” of the services underlying the particular performance obligations is transferred to clients.
A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially the same.
Control is transferred overtime and revenue is recognized overtime by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
| ● | the client simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; |
| ● | the Company’s performance creates or enhances an asset that the client controls as the asset is created or enhanced; or |
| ● | the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. |
Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct service.
| a) | Business Strategy Consultancy |
Business strategy consultancy services primarily comprise listing advisory, investor relations, and boardroom strategy consulting services. Revenue from these services is generally generated under fixed-fee arrangements, whereby clients agree to pay a predetermined fee in exchange for a specified scope of professional services. Clients are typically billed periodically over the contractual term in accordance with the service agreements.
Contracts for business strategy consultancy services are generally of less than one year in duration. Revenue is recognized over time as the Company satisfies its performance obligations, as the customer simultaneously receives and consumes the benefits of the services provided.
Where contractual billings correspond directly with the value transferred to the customer, the Company applies the practical expedient under IFRS 15 and recognizes revenue in the amount to which it has a right to invoice in accordance with the contractual billing terms.
For fixed-fee contracts where the right-to-invoice practical expedient is not applicable, revenue is recognized over time using an input method based on costs incurred to date relative to the total estimated costs to complete the contract. Management considers the cost-to-cost method to faithfully depict the transfer of control of the services to the customer, as costs incurred are proportionate to the Company’s performance in satisfying its contractual obligations.
| b) | Technology Consultancy |
Technology development, solutions and consultancy included digital development, fintech solution and software solutions.
Technology Development
The contract is typically fixed priced and does not provide any post contract client support or upgrades. The Company designs system based on clients’ specific needs which require the Company to perform services including design/redesign, development, and integration. These services also require significant customization. Upon delivery of the services, client acceptance is generally required. The Company assesses that software development services is considered as one performance obligation. The duration of the development period is usually six months to two years.
The Company’s system development service revenues are generated primarily from contracts with clients across sectors. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.
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The Company’s revenue from technology development contracts is generally recognized over time. The Company uses an input method based on cost incurred as the Company believes that this method most accurately reflects the Company’s progress toward satisfaction of the performance obligation, which usually takes six months to two years. Under this method, the Company could appropriately measure the fulfilment of a performance obligation. Assumptions, risks, and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables, and deferred revenues at each reporting period.
Solutions and Consultancy
Revenue from solutions and consulting services is primarily comprised of fixed-fee contracts, which require the Company to provide professional solutions and consulting services over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is typically 6 to 12 months. The solutions and consulting services contracts typically include a single performance obligation. The revenue from solutions and consulting services is recognized over the contract term.
Income Tax
Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.
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Deferred income tax is measured:
| (i) | at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and |
| (ii) | based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered entirely through sale. |
Current and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
The Group accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.
Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
| Name | Age | Position | ||
| Victor Hoo Voon Him | 44 | Chairman and Chief Executive Officer | ||
| Ang Zhi Feng | 40 | Chief Financial Officer | ||
| Audrey Liu Ser Wei | 34 | Chief of Operating Officer | ||
| Steve Ng Mun Huat(1) (2)(3) | 49 | Director, Chair of Audit Committee | ||
| Zoe Yong Goon Wey(1) (2)(3) | 37 | Director, Chair of Nominating and Corporate Governance Committee | ||
| Lee Tze Wee(1) (2)(3) | 39 | Director, Chair of Compensation Committee | ||
| Michael Puah Wooi Kuan | 38 | Director |
| (1) | Member of the Audit Committee |
| (2) | Member of the Compensation Committee |
| (3) | Member of the Nominating & Corporate Governance Committee |
The following is a brief biography of each of our executive officers and directors:
Victor Hoo Voon Him is our Chairman of the Board and Chief Executive Officer. Mr. Hoo is a seasoned corporate consultant board member and senior management of several private and public listed companies. He has accumulated 15 years of experience across Asia, Australia, Europe, UK and the US in diversified industries which encompasses IT, real estate, telecom, aerospace, security, defense, mining, HCM, fintech, blockchain, entertainment, hospitality and education. Under his belt, VCI Global currently manages a portfolio of more than forty (40) publicly listed clients in Malaysia. From 2013 to 2018, Mr. Hoo was the Chief Financial Officer, Chief Investor Relations Officer and Board member of V Capital Consulting Limited. Mr. Hoo graduated with a Bachelor of Arts from the University of Queensland in International Relations and Japanese, a Postgraduate in Law from the University of London, and obtained an Oxford Blockchain Programme Certificate from Said Business School, Oxford University.
Ang Zhi Feng is our Chief Financial Officer and has worked for V Capital group since 2021. Prior to joining the V Capital group, Mr. Ang served as the financial controller/Senior Vice President in Finance for Asia Aviation Capital Limited & Asia Aviation Pte. Ltd. from 2015 to 2020. As our Chief Financial Officer, Mr. Ang is responsible for the overall financial management and compliance affairs of the organization. Mr. Ang graduated with a Bachelor of Accounting from Swinburne University of Technology (Sarawak Campus) in 2007. Mr. Ang has also since in 2009 obtained his CPA Australia.
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Audrey Liu Ser Wei is our Chief of Operating Officer. Ms. Liu has worked for the V Capital group since 2017 and has been the personal assistant to the Chairman. As our Chief Operating Officer, Ms. Liu leads the Group’s operations and strategic execution, ensuring alignment across business units, governance, and growth initiatives. She is instrumental in driving organisational efficiency, operational excellence, and long-term value creation for the Group.. Ms. Liu graduated with a Bachelor of Business from Help University in 2015.
Steve Ng Mun Huat is a Director. Mr. Ng started his career with UCMS Australia (part of Aegis Group) in Melbourne as a customer service consultant in 2003. He subsequently took up a corporate finance position in Southern Investment Bank Malaysia from 2004 to 2006 where he assisted a wide range of institutions in their Initial Public Offering (IPO) and structured numerous mergers & acquisitions (M&A transactions. From 2006 to 2008 Mr. Ng became a senior investment analyst in Commerce Asset Ventures (now merged with CIMB Private Equity). In that role, Mr. Ng focuses on venture capital where he discovers the high growth potential of emerging businesses and provides them with funding and managerial expertise. Mr. Ng oversaw and groomed businesses involved in oil & gas, retail and also information technologies. From 2009, Mr. Ng decided to begin his entrepreneurial journey by starting a fashion retail brand which he subsequently sold in 2017. From 2017 until present Mr. Ng, founded a human resource company specializing in the hiring of foreign manpower for the local industries. His company has to date successfully placed over 7000 foreign workers in local companies. Steve Ng graduated with a Bachelor of Commerce from Curtin University, Australia majoring in Economics & Finance. He obtained his Masters in Applied Finance from Monash University Australia in 2002.
Zoe Yong Goon Wey is a Director. Ms. Yong is a seasoned finance and investment professional with over 15 years of experience in asset management, private equity, and insurance. She brings strong leadership, cross-functional expertise, and a strategic mindset to our board, with a proven track record in financial operations, stakeholder management, compliance, and risk governance across multiple markets. Currently, she is the Head of Asset Controlling at a multinational corporation offering a range of insurance solutions. She oversees asset administration and custodian operations for high-net-worth portfolios. She also leads private equity investment processes, drives governance and compliance efforts, and liaises with stakeholders on valuation, legal, and reporting matters. Her previous roles include managerial positions at an asset management company and a global investment house, where she led fund operations, entity setup, tax compliance, and process improvements across Singapore, Mauritius, and the Cayman Islands. With significant experience in the professional services sector, she has served as an Audit Manager at KPMG Services Singapore and previously held a supervisory role at Ernst & Young Malaysia. Ms. Yong is a Fellow Chartered Accountant (ACCA) and a member of the ISCA. She holds a BSc (Hons) in Applied Accounting from Oxford Brookes University.
Lee Tze Wee is a Director. Mr. Lee is a highly accomplished C-suite finance executive with over 15 years of diversified experience across financial strategy, risk management, and corporate finance. Widely regarded as a strategic finance visionary, he excels in high-stakes financial decision-making, advanced financial control frameworks, and profitability optimization—supported by deep expertise in financial planning and analysis (FP&A) He currently serves as Interim Group Chief Financial Officer of a SGX-listed company. Prior to this, he held a position of Chief Financial Officer of a Malaysia Airlines subsidiary, where he also briefly held the role of Acting Chief Executive Officer in 2017. Earlier in his career, he served as a Finance Executive at Senari Synergy Sdn Bhd, where he spearheaded group-wide restructuring, tax planning initiatives, and financial optimization efforts across multiple subsidiaries. He began his career at Ernst & Young in the Risk and Advisory Department, progressing to senior associate and contributing to high-impact projects such as feasibility studies, internal audits, activity-based costing, and tariff modeling for public sector entities and listed corporations.
Mr. Lee is a Fellow Certified Practising Accountant (FCPA) with CPA Australia and a Chartered Accountant (C.A. (M)) under the Malaysian Institute of Accountants. He holds a Bachelor of Business (Accounting) from Swinburne University of Technology and is fluent in English, Malay, and Mandarin. He brings deep expertise in financial planning and analysis, treasury, ERP implementation, and corporate governance, with a proven track record of delivering shareholder value and strengthening financial frameworks in complex, regulated environments.
Michael Puah Wooi Kuan is a Director. Mr. Puah is a seasoned finance leader with over 15 years of experience in strategic planning, group consolidation, financial controlling and IPO execution across industries including IT, aviation, F&B, pharmaceuticals, and plantations. Throughout his career, he has led cross-regional finance functions, strengthened financial governance frameworks, and enhanced reporting transparency to support informed decision-making at senior leadership and board levels. He previously held senior finance leadership roles in multinational and listed environments, including serving as a core team member in the IPO preparation of AustAsia Group, contributing to its successful listing on the Hong Kong Stock Exchange. Earlier in his career at PwC Singapore and Malaysia, he managed audit engagements for large public-listed companies and supported IPO readiness and regulatory compliance initiatives, building a strong technical foundation in IFRS, internal controls, and capital market requirements.
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Board Diversity
The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
Board Diversity Matrix
| Country of Principal Executive Offices: | Malaysia | |||
| Foreign Private Issuer | Yes | |||
| Disclosure Prohibited under Home Country Law | No | |||
| Total Number of Directors | 5 |
| Non- | Did Not Disclose | |||||||||||||||
| Female | Male | Binary | Gender | |||||||||||||
| Part I: Gender Identity | ||||||||||||||||
| Directors | 1 | 4 | 0 | 0 | ||||||||||||
| Part II: Demographic Background | ||||||||||||||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | 0 | 0 | 0 | ||||||||||||
| LGBTQ+ | 0 | 0 | 0 | 0 | ||||||||||||
| Did Not Disclose Demographic Background | 0 | 0 | 0 | 0 | ||||||||||||
Family Relationships
There are no family relationships among our directors or executive officers, as defined in Item 401 of Regulation S-K.
B. Compensation
Under British Virgin Islands law, we are not required to disclose compensation paid to our executive officers on an individual basis and we have not otherwise publicly disclosed this information elsewhere.
Employment Agreements
The Company has employment agreements with each of our executive officers and directors for an indefinite period. We may terminate the employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officers and directors. The Company and the executive officers and the directors are entitled to terminate the employment with advance notice.
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Share Incentive Plans
On January 29, 2024, the board of directors (the “Board”) of VCI Global Limited (the “Company”) approved an employee stock ownership plan (the “Plan”) which became effective upon adoption. On November 10, 2025, the Board adopted an amended and restated version of the Plan (the “2025 Plan”), which became effective on the same date. The 2025 Plan shall be effective upon the Effective Date and shall continue in full force and effect for a term of five (5) years from the date of adoption by the Board.
The maximum number of ordinary shares which shall be subject to options under this 2025 Plan will be restricted to twenty per cent (20%) of the total outstanding share capital of the Company on a fully diluted basis, recalculated immediately prior to each grant. Notwithstanding the foregoing, the maximum number of ordinary shares reserved for issuance pursuant to the 2025 Plan may be increased or decreased with the consent of the Board or A committee designated by our board of directors (the “ESOP Committee”). As of the date of this annual report, awards to receive or purchase 11,591,261 ordinary shares under the 2025 Plan have been granted and fully exercised.
The following paragraphs summarize the terms of the 2025 Plan:
Eligibility. Our qualified officers, directors, employees, consultants and other qualified persons are eligible to participate in the 2025 Plan.
Types of Awards. The 2022 Plan permits the awards of options.
Plan Administration. The ESOP Committee will implement and administer the plan.
Evidence of award. Awards can be evidenced by an agreement, certificate, resolution or other types of writing or an electronic medium approved by the ESOP Committee as the plan administrator that sets forth the terms and conditions of the awards granted.
Conditions of Award. The ESOP Committee administrator shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, cancelation, forfeiture or suspension of awards.
Term of Award. The term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an award and us, provided that the term shall generally be no more than two (2) years from the date the option is exercisable pursuant to the relevant letter of grant or any other dates as may be stated thereof.
Grant Schedule. In general, the plan administration committee determines the vesting schedule, which is specified in the relevant letter of grant.
Transfer Restrictions. Unless otherwise determined by the board of directors or the ESOP Committee for certain limited permitted transfers, no award and no right under any such award shall be assignable, alienable, saleable or transferable by the employee holder otherwise than by will or by the laws of descent and distribution.
Amendment, Suspension or Termination. The board of directors or the ESOP Committee may amend, alter, suspend, discontinue or terminate the 2025 Plan, or any award agreement hereunder or any portion hereof or thereof at any time, provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without the consent of the affected recipient of an award with respect to any award agreement, the consent of the affected recipient of an award, if such action would materially and adversely affect the rights of such recipient under any outstanding award.
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C. Board Practices
Board Leadership Structure and Risk Oversight
Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.
Board of Directors
Our business and affairs are managed under the direction of our Board. Our Board consists of 5 directors, 4 of whom qualify as “independent” under the listing standards of Nasdaq.
Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve until their successors have been elected and qualified.
Director Independence
Our Board is composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of “independence” applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if:
| ● | the director is, or at any time during the past three (3) years was, an employee of the company; |
| ● | the director or a family member of the director accepted any compensation from the company in excess of US$120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); |
| ● | the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or US$200,000, whichever is greater (subject to certain exemptions); |
| ● | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or |
| ● | the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. |
Under such definitions, our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board has determined that a majority of our directors (Steve Ng Mun Huat, Zoe Yong Goon Wey, Lee Tze Wee and Michael Puah Wooi Kuan) are independent directors of the Company.
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Directors’ Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
Under British Virgin Islands law, the directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a reasonable director would exercise in the circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act.
In certain circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are in breach of their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, proposes to engage in or has engaged in, conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association of the company, the courts of the British Virgin Islands may, on application of a shareholder or director of the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes the BVI Act or the memorandum or articles. Furthermore, pursuant to Section 184I(1) of the BVI Act, a shareholder of a company who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the courts of the British Virgin Islands for an order which, inter alia, can require the company or any other person to pay compensation to the shareholders.
Indemnification of Directors and Executive Officers and Limitation of Liability
BVI law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the BVI High Court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime). An indemnity will be void and of no effect and will not apply to a person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. Our post-offering amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our post-offering amended and restated memorandum and articles of association.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Committees of the Board of Directors
Our Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our Board has not yet adopted procedures by which stockholders may recommend nominees to the Board. The composition and responsibilities of each of the committees of our Board are described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.
Audit Committee
Our audit committee consist of Steve Ng Mun Huat, Lee Tze Wee and Zoe Yong Goon Wey. Steve Ng Mun Huat is the Chairman of the audit committee. In addition, our Board has determined that Steve Ng Mun Huat is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:
| ● | reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our annual disclosure report; |
| ● | discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
| ● | discussing with management major risk assessment and risk management policies; |
| ● | monitoring the independence of the independent auditor; |
| ● | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
| ● | reviewing and approving all related-party transactions; |
| ● | inquiring and discussing with management our compliance with applicable laws and regulations; |
| ● | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
| ● | appointing or replacing the independent auditor; |
| ● | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
| ● | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
| ● | approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
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The audit committee is composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.
In addition, the Company intends to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.
Compensation Committee
Our compensation committee consist of Lee Tze Wee, Steve Ng Mun Huat and Zoe Yong Goon Wey each of whom is an independent director. Each member of our compensation committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code. Lee Tze Wee is the chairman of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:
| ● | reviews, approves and determines, or makes recommendations to our Board regarding, the compensation of our executive officers; |
| ● | administers our equity compensation plans; |
| ● | reviews and approves, or makes recommendations to our Board, regarding incentive compensation and equity compensation plans; and |
| ● | establishes and reviews general policies relating to compensation and benefits of our employees. |
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consist of Zoe Yong Goon Wey, Lee Tze Wee and Steve Ng Mun Huat. Zoe Yong Goon Wey is the Chairman of the nominating and corporate governance committee. The nominating and corporate governance committee’s duties, which are specified in our Nominating and Corporate Governance Audit Committee Charter, include, but are not limited to:
| ● | identifying, reviewing and evaluating candidates to serve on our Board consistent with criteria approved by our Board; |
| ● | evaluating director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is appropriate; |
| ● | evaluating nominations by stockholders of candidates for election to our Board; and |
| ● | corporate governance matters. |
Foreign Private Issuer Status
As a foreign private issuer, the Company will be exempt from the rules under the Exchange Act, and its officers, directors and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our ordinary shares. Our executive officers and directors are required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. Our principal shareholders who are not officers or directors, however, remain exempt from Section 16(a) reporting requirements. In addition, the Company will also be permitted to follow corporate governance practices in accordance with BVI law in lieu of most of the corporate governance rules set forth by Nasdaq, other than the Nasdaq’s requirements that it must (1) have an audit committee that meets the requirements of Exchange Act Rule 10A-3 and (2) provide Nasdaq prompt notification from its chief executive officer of non-compliance with applicable provisions of the corporate governance rules. Notably, the Company will be permitted to follow corporate governance practices in accordance with BVI law in lieu of Nasdaq’s requirements concerning (i) a majority independent board, (ii) the nominating and corporate governance committee, (iii) the compensation committee, and (iii) the three-director minimum for the audit committee. The Company has elected to follow the corporate governance rules of Nasdaq at this time. Notwithstanding the foregoing, we are not required to and, in reliance on home country practice, we do not intend to, comply with certain Nasdaq rules regarding shareholder approval for certain issuances of securities under Nasdaq Rule 5635. In accordance with the provisions of our amended and restated memorandum and articles of association, our board of directors is authorized to issue securities, including ordinary shares, preferred shares, warrants and convertible notes without shareholder approval.
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Involvement in Certain Legal Proceedings
Except as disclosed below, to our knowledge, none of our current directors or executive officers has, during the past ten (10) years:
| ● | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| ● | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two (2) years prior to that time; |
| ● | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| ● | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| ● | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| ● | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
C. Employees
See “Item 4. Information on the Company—B. Business Overview—Employees.”
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this annual report for:
| ● | each of our directors and executive officers; and |
| ● | each person known to us to own beneficially more than 5% of our Ordinary Shares. |
Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 9,284,913 Ordinary Shares outstanding as of the date of this annual report.
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Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants, or convertible securities, including Preferred Shares, held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.
| Ordinary Shares Beneficially Owned | ||||||||
| Number | % | |||||||
| Directors and Executive Officers(1): | ||||||||
| Victor Hoo Voon Him | 2,225,533 | (2) | 23.969 | % | ||||
| Ang Zhi Feng | 24,871 | * | ||||||
| Audrey Liu Ser Wei | 24,873 | * | ||||||
| Steve Ng Mun Huat | - | - | ||||||
| Michael Puah | - | - | ||||||
| Zoe Yong Goon Wey | - | - | ||||||
| Lee Tze Wee | - | - | ||||||
| All directors and executive officers as a group (7 individuals): | 2,275,227 | 24,505 | % | |||||
| 5% Shareholders: | ||||||||
| Victor Hoo Voon Him | 2,225,533 | (2) | 23.969 | % | ||||
| * | Less than 1%. |
| (1) | Unless otherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia. |
| (2) | Includes 59 shares owned by VCI Equity Fund (L) Limited (previously known as V Invesco Fund (L) Limited), a company owned and controlled by Victor Hoo Voon Him. |
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
Employment Agreements
See “Item 6. Directors, Senior Management and Employees
Certain Relationships and Related Party Transactions
The following disclosure summarizes the Company’s related party balances and transactions for the fiscal years ended December 31, 2025, 2024 and 2023. Related companies in the consolidated financial statements refer to members of the ultimate holding company’s group of companies. Certain transactions and arrangements are between members of the Company, and the effects of these transactions and arrangements, on the basis determined between the parties, are reflected in the consolidated financial statements. The intercompany balances are unsecured, interest-free and repayable on demand, unless otherwise stated.
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The following table sets forth significant related party transactions for the fiscal years ended December 31, 2025, 2024 and 2023.
| Related party | Relationship | Nature | Description | December
31, 2023 | December
31, 2024 | December
31, 2025 | ||||||||||||
| V Capital Sdn Bhd | Common shareholder. | Trade nature. | Purchase of services. | US$610,115. | Nil. | Nil. | ||||||||||||
| V Capital Sdn Bhd | Common shareholder. | Non-trade nature. | Advances paid by V Capital Sdn Bhd. | US$(35,953). | Nil. | Nil. | ||||||||||||
| Hoo Voon Him | Director. | Non-trade nature. | Advance receipt from director. | US$(44,554). | US$63,185. | US$(392,983). | ||||||||||||
| Hoo Voon Him | Director. | Trade nature. | Sales of business consultancy fee. | US$(214,325). | Nil. | Nil. | ||||||||||||
| Noraini Binti Aripin | Director. | Non-trade nature. | Advance receipt from director. | US$(202,839). | Nil. | Nil. | ||||||||||||
| Stanley Khoo | Director. | Non-trade nature. | Amount due to director. | Nil. | US$423,926. | Nil. | ||||||||||||
| VHKL Private Capital Limited | Common shareholder. | Non-trade nature. | Disposal of subsidiaries | Nil. | Nil. | US$62,833,133. | ||||||||||||
| Elmu Higher Education Sdn Bhd | Common shareholder. | Non-trade nature. | Advance paid by Elmu Higher Education Sdn Bhd. | Nil. | Nil. | US$(63,101). | ||||||||||||
| V Capital Consulting Limited | Common shareholder. | Non-trade nature. | Advance paid by V Capital Consulting Limited. | Nil. | Nil. | US$(128,540). |
C. Interests of experts and counsel
Not applicable.
Item 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report. See “Item 18. Financial Statements.”
Legal Proceedings
On December 18, 2024, Boustead Securities, LLC (“Boustead”) filed an arbitration claim before the Financial Industry Regulatory Authority (“FINRA”) against the Company, alleging that the Company breached the terms of an engagement agreement entered into in connection with the Company’s initial public offering. Boustead alleges that the Company failed to honour a right of first refusal clause entitling Boustead to participate in certain capital-raising transactions conducted by the Company following its initial public offering. Boustead claims total fees of approximately US$ $6,000,000, exclusive of fees in respect of certain transactions for which the amount has not yet been determined, and also seeks unissued warrants, interest, and legal costs.
The matter is at an early stage. The Company has filed its answer and affirmative defenses, denying the allegations and claims in their entirety, including objecting to the jurisdiction of the FINRA arbitration forum. The Company intends to defend the arbitration vigorously. However, the outcome of any arbitration or litigation is inherently uncertain, and there can be no assurance that the Company will prevail. An adverse outcome could have a material adverse effect on the Company’s financial condition and results of operations.
Other than the Boustead arbitration described above, we are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
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Dividend Policy
On June 6, 2023, we declared a first single tier interim dividend of US$0.01 per Ordinary Share. The dividend was paid out on July 31, 2023, to shareholders of record on July 3, 2023 in the amount of US$103,809.35. The payment of dividends will be made at the sole discretion of the Board of Directors of the Company. While we paid dividends in 2023, we did not do so in the fiscal years ended December 31, 2024 and 2025.
Under BVI law, the directors of the company can approve a distribution at any time and of such amount as they think fit, provided that the resolution of directors authorizing the distribution must include a Solvency Statement that, in the opinion of the directors, the company will, immediately after the distribution, satisfy the solvency test set out in the BVI Business Companies Act, 2004, being that:
| i. | the value of the company’s assets exceeds its liabilities; and |
| ii. | the company is able to pay its debts as they fall due. |
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
Item 9. THE OFFER AND LISTING
A. Offer and Listing Details.
Our Ordinary Shares have been listed on the Nasdaq Capital Market since April 13, 2023 under the symbol “VCIG.”
B. Plan of Distribution
Not applicable.
C. Markets
Our Ordinary Shares have been listed on the Nasdaq Capital Market since April 13, 2023 under the symbol “VCIG.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information contained in our Registration Statement on Form F-1 (File No. 333-275239), as amended, declared effective by the SEC on January 11, 2024, under the heading “Description of Securities” is hereby incorporated by reference.
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C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.
D. Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Foreign Exchange Control.”
E. Taxation
British Virgin Islands Taxation
The Company and all dividends, interest, rents, royalties, compensation and other amounts paid by the Company to persons who are not resident in the BVI and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI.
No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or other securities of the Company.
All instruments relating to transfers of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty in the BVI. This assumes that the Company does not hold an interest in real estate in the BVI.
There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its members.
Material United States Federal Income Tax Considerations
The following is a discussion of certain material United States federal income tax considerations relating to the acquisition, ownership, and disposition of our ordinary shares by a U.S. Holder, as defined below, that acquires our ordinary shares in our initial public offering and holds our ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based on existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (such as, for example, certain financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships (or other entities treated as partnerships for United States federal income tax purposes) and their partners, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors that own (directly, indirectly, or constructively) 5% or more of our voting shares, investors that hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction), or investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not address any tax laws other than the United States federal income tax laws, including any state, local, alternative minimum tax or non-United States tax considerations, or the Medicare tax on unearned income.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code.
If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our ordinary shares are urged to consult their tax advisors regarding an investment in our ordinary shares.
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Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the passive foreign investment company rules discussed below, distributions of cash or other property made by us to you with respect to the ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our ordinary shares, including the effects of any change in law after the date of this annual report.
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the ordinary shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the ordinary shares for more than one year, you may be eligible for reduced tax rates on any such capital gains. The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company
A non-U.S. corporation is considered a PFIC for any taxable year if either:
| ● | at least 75% of its gross income for such taxable year is passive income; or | |
| ● | at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). |
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in our initial public offering will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our ordinary shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in our initial public offering) on any particular quarterly testing date for purposes of the asset test.
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We must make a separate determination each year as to whether we are a PFIC. Depending on the amount of assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our consolidated affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our combined and consolidated financial statements. In particular, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our ordinary shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our ordinary shares. Accordingly, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend our liquid assets. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our ordinary shares from time to time) that may not be within our control. If we are a PFIC for any year during which you hold ordinary shares, we will continue to be treated as a PFIC for all succeeding years during which you hold ordinary shares. However, if we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the ordinary shares.
If we are a PFIC for your taxable year(s) during which you hold ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares; | |
| ● | the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and | |
| ● | the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for the first taxable year during which you hold (or are deemed to hold) ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of such taxable year over your adjusted basis in such ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, such ordinary loss is allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “— Taxation of Dividends and Other Distributions on our ordinary shares” generally would not apply. The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations). If the ordinary shares are regularly traded on a qualified stock exchange or other market, and if you are a holder of ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.
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Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold ordinary shares in any taxable year in which we are a PFIC, you will be required to file IRS Form 8621 in each such year and provide certain annual information regarding such ordinary shares, including regarding distributions received on the ordinary shares and any gain realized on the disposition of the ordinary shares.
If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our ordinary shares, then such ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such ordinary shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your ordinary shares for tax purposes.
You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information. We do not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold ordinary shares.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
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H. Documents on Display
We have previously filed with the SEC our registration statements on Form F-1 (File No. 333-268109), as amended.
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our ordinary shares. Our executive officers and directors are required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. Our principal shareholders who are not officers or directors, however, remain exempt from Section 16(a) reporting requirements.
I. Subsidiary Information
For a listing of our subsidiaries, see “Item 4. Information on the Company—A. History and Development of the Company.”
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
Market risk management
The Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.
There has been no significant change to the Group’s exposure to market risk or the manner in which it manages and measures the risk.
Foreign currency risk management
The Group also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.
The currency exposure of financial assets and financial liabilities denominated in currencies other than the Group’s functional currencies are as follows:
| Assets | Liabilities | |||||||||||||||
| 2024 | 2025 | 2024 | 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Singapore Dollar | - | 90,615 | - | - | ||||||||||||
| Malaysia Ringgit | 17,762,178 | 24,079,176 | 4,220,536 | 4,501,621 | ||||||||||||
Foreign currency sensitivity
The following table details the sensitivity to a 5% increase and decrease in the related foreign currencies against the functional currency (“US$”) with all the other variables held constant. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.
| 2024 | 2025 | |||||||
| US$ | US$ | |||||||
| Singapore Dollar | - | 4,531 | ||||||
| Malaysia Ringgit | 677,082 | 978,878 | ||||||
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Interest rate risk management
The Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the Note to the financial statements. The Group currently does not have an interest rate hedging policy.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period. A 50 basis point (2024: 50) increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates on loans had been 50 basis points (2024: 50) higher/lower and all other variables were held constant, the Group’s profit for the year would decrease/increase by approximately US$3,600 (2024: US$1,118, 2023: US$370).
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of each reporting period, the Group maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the Statements of Financial Position.
In order to minimise credit risk, the Group has delegated its finance team to develop and maintain the Group’s credit risk grading to categorise exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Group’s own historical repayment records to rate its major customers and debtors. The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
The Group’s current credit risk grading framework comprises the following categories:
| Category | Description | Basis
for recognising ECL | ||
| Performing | The counterparty has a low risk of default and does not have any past-due amounts | 12-month ECL | ||
| Doubtful | There has been a significant increase in credit risk since initial recognition | Lifetime ECL- not credit-impaired | ||
| In default | There is evidence indicating the asset is credit impaired | Lifetime ECL - credit impaired | ||
| Write-off | There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery | Amount is written off |
For trade receivables, the Group has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Group determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).
The directors of the Company considered that the ECL for non-credit impaired trade receivables is insignificant as at the end of the reporting period.
Liquidity risk management
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.
In assessing our liquidity, we monitor and analyse our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and third parties.
Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months from the unaudited condensed consolidated financial statement filing date. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.
The Group maintains sufficient cash and cash equivalent, and internally generated cash flows to finance their activities.
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Liquidity risk analyses
Non-derivative financial liabilities
The following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the carrying amount of the financial liability on the statement of financial position.
| Weighted average effective interest rate | On demand or within 1 year | Within 2 to 5 years | Total | |||||||||||||
| % | US$ | US$ | US$ | |||||||||||||
| 2025 | ||||||||||||||||
| Non-interest bearing | - | 13,929,371 | 456,084 | 14,385,455 | ||||||||||||
| Fixed interest rate | 3.5-5% | 399,858 | 346,754 | 746,612 | ||||||||||||
| Total | 14,329,229 | 802,838 | 15,132,067 | |||||||||||||
| 2024 | ||||||||||||||||
| Non-interest bearing | - | 4,902,244 | - | 4,902,244 | ||||||||||||
| Fixed interest rate | 3.5-5% | 82,431 | 37,533 | 119,984 | ||||||||||||
| Variable interest rate | BLR+2.6% | 160,455 | 21,936 | 182,391 | ||||||||||||
| Total | 5,145,130 | 59,489 | 5,204,619 | |||||||||||||
| 2023 | ||||||||||||||||
| Non-interest bearing | - | 4,507,068 | - | 4,507,068 | ||||||||||||
| Fixed interest rate | 3.5-4.31% | 148,371 | 191,363 | 339,734 | ||||||||||||
| Variable interest rate | BLR+2.6% | 9,520 | 17,711 | 27,231 | ||||||||||||
| Total | 4,664,959 | 209,074 | 4,874,033 | |||||||||||||
Non-derivative financial assets
As at the end of the reporting period, the non-derivative financial assets are interest free and repayable on demand.
Fair value of financial assets and financial liabilities
The management considers that the carrying amounts of Group’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
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Part II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.
Item 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer, Victor Hoo and our Chief Financial Officer, Ang Zhi Feng, has performed an evaluation of the effectiveness of our disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this annual report. Based on such evaluation, our management has concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were not effective to provide reasonable assurance that material information required to be disclosed by us in the reports that we file with, or submit to, the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in by the SEC’s rules and regulations. This determination was primarily due to the identification of the material weaknesses identified in our internal control over financial reporting discussed below.
75
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria established in the updated framework in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992 and updated in May 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on this evaluation, management concluded that the Company’s internal control over financial reporting is not effective as of December 31, 2025, due to material weaknesses in our internal control over financial reporting, as further described below.
The specific material weaknesses we identified in our internal control over financial reporting consist of the following:
| - | The Company has inadequate documentation on internal control over financial reporting; |
| - | The Company does not maintain documentation on operating effectiveness tests of internal control over financial reporting; |
| - | The lack of sufficient qualified accounting personnel with appropriate understanding of SEC reporting requirements commensurate with the Company’s financial reporting requirements, which resulted in a number of internal control deficiencies. Also, as a small-scale company, the Company does not have sufficient internal control personnel to set up adequate review functions at each reporting level. |
In order to cure the foregoing material weaknesses, we have taken or are taking the following remediation measures:
| 1. | We are seeking additional accounting and internal control staff with relevant SEC reporting and internal control experience, skills and knowledge in improving standards and procedures according to the requirements of the Sarbanes-Oxley Act; |
| 2. | We plan to provide further training to the Company’s finance staff to enhance their understanding of the Company’s internal control policies and procedures, including participating in training programs to and internal control. |
The Company recognizes that the material weaknesses in its internal control over financial reporting will not be considered remediated until the remediated measures operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively. Because the Company’s remediation efforts are ongoing, it cannot provide any assurance that these remediation efforts will be successful or that its internal control over financial reporting will be effective as a result of these efforts.
The Company continues to evaluate and work to improve its internal control over financial reporting related to the identified material weaknesses, and management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. In addition, the Company will report the progress and status of the above remediation efforts to the Audit Committee on a periodic basis.
All internal control systems, no matter how well designed, have inherent limitations. Even systems determined to be effective can only provide reasonable assurance regarding financial statement preparation and presentation and may not prevent or detect misstatements. In addition, any evaluation of effectiveness in future periods is subject to the risk that controls may become inadequate because of changes in future conditions.
Despite that, management believes that the consolidated financial statements included in this annual report present fairly the consolidated financial position, results of operations and cash flows of the Company for the fiscal year covered.
76
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [RESERVED]
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Steve Ng Mun Huat is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. Mr. Steve Ng Mun Huat satisfies the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules as well as the independence requirements of Rule 10A-3 under the Exchange Act.
Item 16B. CODE OF ETHICS
The Company has adopted a Code of Conduct that applies to the Company’s directors, officers and employees. Copy of the Code of Business Conduct and Ethics is also available on our website at https://ir.v-capital.co/governance_document/.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees billed for professional services rendered by SFAI Malaysia PLT, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, and WWC, P.C., the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.
| For the Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit fees(1) | US$ | 200,000 | US$ | 200,000 | ||||
| Total | US$ | 200,000 | US$ | 200,000 | ||||
| (1) | Audit fees include the aggregate fees billed for each of the fiscal years for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements. |
The audit committee of our board of directors has established its pre-approval policies and procedures, pursuant to which the audit committee approved the foregoing audit, tax, and non-audit services provided by SFAI MALAYSIA PLT. in the fiscal years as described above. Consistent with our audit committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the audit committee. The full audit committee approves proposed services and fee estimates for these services. One or more independent directors serving on the audit committee may be delegated by the full audit committee to pre-approve any audit and non-audit services. Any such delegation shall be presented to the full audit committee at its next scheduled meeting. Pursuant to these procedures, the audit committee approved the foregoing audit services provided by SFAI MALAYSIA PLT.
77
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Purchases of Equity Securities by the Company
| Period | Total number of shares (or units) purchased | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs* | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | ||||||||||||
| November 1 to November 30, 2025 | 84,618 | US$ | 1.176 | 84,618 | US$ | 9.9million | ||||||||||
Purchases of Equity Securities by Victor Hoo
| Period | Total number of shares (or units) purchased* | Average price paid per share (or unit) | Total number of shares (or units) purchased as part of publicly announced plans or programs* | Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs | ||||||||||
| March 1 to March 31, 2025 | 2,099,991 | US$ | 0.527 | 2,099,991 | NIL | |||||||||
| May 1 to May 31, 2025 | 285,226 | US$ | 4.290 | 285,226 | NIL | |||||||||
| June 1 to June 30, 2025 | 347,841 | US$ | 3.190 | 347,841 | NIL | |||||||||
| September 1 to 30, 2025 | 60,717 | US$ | 16.930 | 60,717 | NIL | |||||||||
| October 1 to October 31, 2025 | 4,734 | US$ | 16.930 | 4,734 | NIL | |||||||||
| November 1 to November 30, 2025 | 147,879 | US$ | 1.204 | 147,879 | NIL | |||||||||
| * | The number of shares and the per share amounts presented in this Item 16E have not been adjusted to reflect the Company’s 1:60 reverse share split that occurred on February 27, 2026. |
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
On May 19, 2026, the Company dismissed WWC, P.C. (“WWC”) and appointed SFAI Malaysia PLT (“SFAI”) as its independent registered public accounting firm, effective on the same day (the “Change of Auditor”). The Change of Auditor was made after careful consideration and evaluation by the Company and has been approved by the audit committee of the board of directors of the Company. The Company’s decision to make the Change of Auditor was not the result of any disagreement between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The audit report of WWC on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2023 and 2024 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the fiscal years ended December 31, 2023 and 2024, and through May 19, 2026, there were no disagreements between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to WWC’s satisfaction, would have caused WWC to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such periods. During the fiscal years ended December 31, 2023 and 2024, and through May 19, 2026, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses reported by management in the Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on May 13, 2025.
The Company has provided WWC with a copy of the above disclosure and requested that WWC furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of WWC’s letter is filed hereto as Exhibit 16.1 to this Form 20-F.
78
During the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through May 19, 2026, being the date of engagement of SFAI as the Company’s independent registered public accounting firm, neither the Company nor anyone acting on behalf of the Company consulted SFAI regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided by SFAI that SFAI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions, or any reportable event, as described in Item 16F(a)(1)(v) of Form 20-F.
Item 16G. CORPORATE GOVERNANCE
As a British Virgin Islands company listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, the Nasdaq Stock Market listing rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Other than as described in this section, our corporate governance practices do not differ from those followed by domestic companies listed on the Nasdaq Capital Market. Nasdaq Stock Market listing rule 5635 generally provides that shareholder approval is required for U.S. domestic companies listed on the Nasdaq Capital Market prior to issuance (or potential issuance) of securities (i) equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq Stock Market listing rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval requirements. The British Virgin Islands do not require shareholder approval prior to any of the foregoing types of issuances. Our Company, therefore, is not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above. Our board of directors has elected to follow our home country rules as to such issuances and will not be required to seek shareholder approval prior to entering into such a transaction.
Nasdaq Listing Rule 5620 provides that (with certain exceptions not relevant to the conclusions expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end. As a foreign private issuer, however, we are permitted to, and we have elected to follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the British Virgin Islands, does not require an annual meeting of shareholders to be held.
Item 16H. MINE SAFETY DISCLOSURE
Not applicable.
Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
Item 16J. INSIDER TRADING POLICIES
On
July 31, 2023, we
Item 16K. CYBERSECURITY
Cybersecurity
Risk Management and Strategy. We maintain a cyber-risk management program which is intended to assist in assessing,
Our
approach consists of, among other things, cybersecurity threat and vulnerability prevention, detection, mitigation and remediation of
potential cybersecurity risks. We employ cybersecurity intrusion detection systems and continuous monitoring, in order to help defend
against unauthorized access. We also employ identity-based access controls and identity authentication requirements. Access to the Company’s
data is monitored and controlled according to access control policies. Data protection and privacy practices, including data loss prevention,
help to safeguard sensitive information. We have also outsourced significant elements of our information technology infrastructure; as
a result, we manage independent vendor relationships with
79
Part III
Item 17. FINANCIAL STATEMENTS
We have elected to provide consolidated financial statements pursuant to Item 18.
Item 18. FINANCIAL STATEMENTS
The consolidated financial statements of VCI Group, and its operating entities are included at the end of this annual report.
Item 19. EXHIBITS
EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 1.1 | Memorandum and Articles of Association of the Registrant, incorporated by reference to Exhibit 3.1 to the F-1, as filed with the SEC on November 1, 2022 | |
| 2.1 | Tranche 1 Note (incorporated by reference to Exhibit 99.2 to the Registrant’s 6-K, filed on August 14, 2025) | |
| 2.2 | Tranche 1 Warrant (incorporated by reference to Exhibit 99.3 to the Registrant’s 6-K, filed on August 14, 2025) | |
| 2.3 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s 6-K, filed on October 31, 2025) | |
| 2.4 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s 6-K, filed on October 31, 2025) | |
| 2.5 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s 6-K, filed on November 12, 2025) | |
| 4.1 | Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s 6-K, filed on January 8, 2025) | |
| 4.2 |
Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s 6-K, filed on January 8, 2025) | |
| 4.2 |
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s 6-K, filed on January 13, 2025) | |
| 4.4 | Amended Modification Agreement between VCI Global Limited and Alumni Capital LP (incorporated by reference to Exhibit 10.1 to the Registrant’s 6-K, filed on January 22, 2025) | |
| 4.5 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s 6-K, filed on February 18, 2025) | |
| 4.6 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s 6-K, filed on March 17, 2025) | |
| 4.7 | Amended Modification Agreement between VCI Global Limited and Alumni Capital LP (incorporated by reference to Exhibit 99.1 to the Registrant’s 6-K, filed on June 27, 2025) | |
| 4.8 |
Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s 6-K, filed on August 14, 2025) |
80
| 4.9 |
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s 6-K, filed on October 31, 2025) | |
| 4.10 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s 6-K, filed on November 12, 2025) | |
| 8.1 | List of Subsidiaries of the Registrant- incorporated by reference to Exhibit 21.1 to the F-1/A1, as filed with the SEC on November 29, 2022 | |
| 11.1 | Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Registrant’s 20-F, filed on April 30, 2024) | |
| 12.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 12.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 13.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 13.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 15.1 | Letter of WWC, P.C. to the U.S. Securities and Exchange Commission dated May 21, 2026 (incorporated by reference to Exhibit 16.1 to the Registrant’s 6-K, filed on May 21, 2026) | |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 99.7 to the Registrant’s 20-F, filed on April 30, 2024) | |
| 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). |
| * | Filed with this annual report on Form 20-F |
| ** | Furnished with this annual report on Form 20-F |
81
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| VCI Global Limited | ||
| By: | /s/ Victor Hoo Voon Him | |
| Victor Hoo Voon Him | ||
| Chief Executive Officer, Director, and | ||
| Chairman of the Board of Directors | ||
| (Principal Executive Officer) | ||
| Date: July 14, 2026 | ||
82
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| PAGE | ||
| Report of Independent Registered Public Accounting Firm (SFAI MALAYSIA PLT, PCAOB ID No: 7167) | F-2 | |
| Report of Independent Registered Public Accounting Firm (WWC, P.C., PCAOB ID No. 1171) | F-3 | |
| Consolidated Statements of Financial Position | F-4 | |
| Consolidated Statements of Profit or Loss and Other Comprehensive Income/(Loss) | F-5 | |
| Consolidated Statements of Changes in Equity | F-7 | |
| Consolidated Statements of Cash Flows | F-8 | |
| Notes to Consolidated Financial Statements | F-9 |
F-1
 |
SFAI MALAYSIA PLT 202206000021 (LLP0031758-LCA) & AF 002216 Chartered Accountants Block C2-G, Ground Floor, Setiawalk, Persiaran Wawasan, 47160 Puchong, Selangor, Malaysia. Tel: 603- 7802 9000 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
VCI Global Limited
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of VCI Global Limited and its subsidiaries (collectively, the “Company”) as of December 31, 2025, and the related consolidated statements of profit or loss and other comprehensive income/(loss), changes in equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the United States federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2026.
/s/ SFAI MALAYSIA PLT
(PCAOB: 7167)
Malaysia
July 14, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Shareholders of |
VCI Global Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VCI Global Limited and its subsidiaries (collectively the “Company”) as of December 31, 2024, and the related consolidated statements of profit or loss and other comprehensive income/(loss), changes in equity and cash flows in each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”), before the effects of the adjustments to retrospectively reflect the effects of change in presentation currency described in Note 2. In our opinion, the financial statements, before the effects of the adjustments to retrospectively reflect the effects of change in presentation currency described in Note 2, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows in each of the years in the two-year period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (the 2024 financial statements before the effects of the adjustments discussed in Note 2 are not presented herein).
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the effects of change in presentation currency described in Note 2 and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of our internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
| /s/ WWC, P.C. | |
| Certified Public Accountants | |
| PCAOB ID No. |
We have served as the Company’s auditor from 2022 through May 19, 2026.
May 13, 2025
F-3
VCI GLOBAL LIMITED AND
ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| Note | December 31, 2024 | December 31, 2025 | ||||||||
| US$ | US$ | |||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Financial assets, at fair value through other comprehensive income | 5 | |||||||||
| Investment in associates | ||||||||||
| Property and equipment | 7 | |||||||||
| Right-of-use assets | 8 | |||||||||
| Intangible assets | 9 | |||||||||
| Amount due from related parties | 32 | |||||||||
| Loan receivables | 13 | |||||||||
| Total non-current assets | ||||||||||
| Current assets | ||||||||||
| Trade and other receivables | 11 | |||||||||
| Inventories | 12 | |||||||||
| Loan receivables | 13 | |||||||||
| Tax recoverable | ||||||||||
| Cash and bank balances | 14 | |||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||
| Current liabilities | ||||||||||
| Trade and other payables | 15 | |||||||||
| Lease liabilities | 16 | |||||||||
| Bank and other borrowings | 17 | |||||||||
| Warrant liabilities | 18 | |||||||||
| Convertible note liabilities | 19 | |||||||||
| Amount due to related parties | 32 | |||||||||
| Income tax payable | ||||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities | ||||||||||
| Lease liabilities | 16 | |||||||||
| Bank and other borrowings | 17 | |||||||||
| Amount due to related parties | 32 | |||||||||
| Deferred tax liabilities | ||||||||||
| Total non-current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Capital and reserves | ||||||||||
| Share capital | 20 | |||||||||
| Capital reserve | 21 | |||||||||
| Fair value reserve | 22 | ( | ) | ( | ) | |||||
| Translation reserve | 23 | ( | ) | ( | ) | |||||
| Retained earnings | ( | ) | ||||||||
| Attributable to equity owners of the Company | ||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||
| Total equity | ||||||||||
| Total liabilities and equity | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS)
| Note | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||||||||||
| US$ | US$ | US$ | ||||||||||||
| Revenue | ||||||||||||||
| Revenue - related party | 32 | |||||||||||||
| Total revenue | 24 | |||||||||||||
| Other income | 25 | |||||||||||||
| Cost of services | 26 | ( | ) | ( | ) | ( | ) | |||||||
| Depreciation of property and equipment and right-of-use assets | 7 & 8 | ( | ) | ( | ) | ( | ) | |||||||
| Amortization of intangible assets | 9 | ( | ) | ( | ) | |||||||||
| Employee benefit expense | 27 | ( | ) | ( | ) | ( | ) | |||||||
| Provision for allowance for expected credit losses on trade and other receivables | 11 | ( | ) | ( | ) | ( | ) | |||||||
| Provision for allowance for expected credit losses on loan receivables | 13 | ( | ) | ( | ) | ( | ) | |||||||
| Rental expenses | 31 | ( | ) | ( | ) | ( | ) | |||||||
| Legal and professional fees | ( | ) | ( | ) | ( | ) | ||||||||
| Finance cost | 28 | ( | ) | ( | ) | ( | ) | |||||||
| Other operating expenses | 29 | ( | ) | ( | ) | ( | ) | |||||||
| Profit/(loss) before income tax | ( | ) | ||||||||||||
| Income tax benefit/(expense) | 30 | ( | ) | ( | ) | |||||||||
| Profit/(loss) for the year | ( | ) | ||||||||||||
| Other comprehensive income/(loss): | ||||||||||||||
| Items that will not be reclassified subsequently to profit or loss: | ||||||||||||||
| Fair value adjustment on financial assets, at fair value through other comprehensive income | 5 | ( | ) | ( | ) | |||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ||||||||||
| Other comprehensive income/(loss) | ( | ) | ( | ) | ||||||||||
| Total comprehensive income/(loss) for the year | ( | ) | ( | ) | ||||||||||
| Profit/(loss) attributable to: | ||||||||||||||
| Equity owners of the Company | ( | ) | ||||||||||||
| Non-controlling interests | ( | ) | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ||||||||||||
| Total comprehensive income/(loss) attributable to: | ||||||||||||||
| Equity owners of the Company | ( | ) | ( | ) | ||||||||||
| Non-controlling interests | ( | ) | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ( | ) | ||||||||||
| EARNINGS PER SHARE – BASIC AND DILUTED | ( | ) | ||||||||||||
F-5
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS)
EARNINGS PER SHARE
| December 31, | ||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| Weighted average number of ordinary shares used in computing earnings – basic and diluted* | ||||||||||||
| * |
F-6
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Attributable to equity owners of the Company | ||||||||||||||||||||||||||||||||||
| Note | Share capital | Capital reserve | Fair value reserve | Translation reserve | (Accumulated losses)/Retained earnings | Total | Non-controlling interests | Total equity | ||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||
| Balance at January 1, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Profit for the year | ( | ) | ||||||||||||||||||||||||||||||||
| Fair value gain on financial assets, at fair value through other comprehensive income | ||||||||||||||||||||||||||||||||||
| Transfer upon disposal of equity investments, fair value through other comprehensive income | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | ||||||||||||||||||||||||||||||||||
| Dividend paid | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive income | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of share capital | ||||||||||||||||||||||||||||||||||
| Currency realignment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at December 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||
| Profit for the year | ( | ) | ||||||||||||||||||||||||||||||||
| Fair value gain on financial assets, at fair value through other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transfer upon disposal of equity instruments | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive income for the year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ||||||||||||||||||||||||||||||||||
| Issuance of share capital | ||||||||||||||||||||||||||||||||||
| Currency realignment | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Profit for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Fair value gain on financial assets, at fair value through other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transfer upon disposal of equity investments, fair value through other comprehensive income | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive income for the year | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of share capital | ||||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
F-7
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Operating activities | ||||||||||||
| Profit/(loss) before income tax | ( | ) | ||||||||||
| Adjustments for: | ||||||||||||
| Impairment loss on intangible assets | ||||||||||||
| Provision for allowance for expected credit losses - trade receivables | ||||||||||||
| Provision for allowance for expected credit losses - other receivables | ||||||||||||
| Provision for allowance for expected credit losses - loan receivables | ||||||||||||
| Non-cash revenue received in shares | ( | ) | ||||||||||
| Acquisition of financial assets in shares | ( | ) | ||||||||||
| Reversal on impairment allowance of trade receivables | ( | ) | ||||||||||
| Reversal on impairment allowance of other receivables | ( | ) | ||||||||||
| Reversal on impairment allowance of loan receivables | ( | ) | ||||||||||
| Loss on investment | ||||||||||||
| Fair value loss on financial assets, at fair value through profit or loss | ||||||||||||
| Share-based compensation awards | ||||||||||||
| Share option expenses | ||||||||||||
| Director fees paid in shares | ||||||||||||
| Share based payment – consultancy fees | ||||||||||||
| Fair value loss on derivative liabilities through profit and loss | - | |||||||||||
| Write-off on intangible assets | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Depreciation of right-of-use assets | ||||||||||||
| Amortisation of intangible assets | ||||||||||||
| Change in working capital, net of effects from acquisition and disposal of subsidiaries | ||||||||||||
| Bad debt written off | ||||||||||||
| Conversion of convertible notes | ||||||||||||
| Issuance of warrant liabilities | ||||||||||||
| Loss on dissolve of subsidiaries | ||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||
| Interest expense | ||||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ||||||
| Operating cash flows before movements in working capital | ||||||||||||
| Trade and other receivables | ( | ) | ( | ) | ||||||||
| Inventories | ( | ) | ||||||||||
| Loan receivables | ( | ) | ( | ) | ||||||||
| Trade and other payables | ||||||||||||
| Cash generated from/(used in) operations | ) | |||||||||||
| Income tax (paid)/refund | ( | ) | ( | ) | ||||||||
| Net cash generated from/(used in) operating activities | ) | |||||||||||
| Investing activities | ||||||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Acquisition of intangible assets | ( | ) | ( | ) | ( | ) | ||||||
| Interest received | ||||||||||||
| Acquisition of financial assets, at fair value through other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from disposal of financial assets, at fair value through other comprehensive income | ||||||||||||
| Proceeds from disposal of subsidiaries, net of cash and cash equivalents disposed of | ( | ) | ||||||||||
| Proceeds from disposal of financial assets, at fair value through profit and loss | ||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||||
| Proceeds from issuance of ordinary shares | ||||||||||||
| Proceeds from lease liabilities | ||||||||||||
| Repayment of other borrowings | ( | ) | ||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Interest paid – lease obligation | ( | ) | ( | ) | ||||||||
| Interest paid – convertible notes | ||||||||||||
| Interest paid | ( | ) | ||||||||||
| Proceeds from initial public offering, net of transaction cost | ||||||||||||
| Payment for initial public offering expense | ( | ) | ||||||||||
| Payment for lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Repayment of advances made from related parties | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from issuance of convertible notes | ||||||||||||
| Dividend paid | ( | ) | ||||||||||
| Net cash generated from financing activities | ||||||||||||
| Net increase/(decrease) in cash and cash equivalents | ( | ) | ||||||||||
| Foreign exchange effect | ( | ) | ( | ) | ||||||||
| Cash and bank balances at beginning of year | ||||||||||||
| Cash and bank balances at end of year | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Organization and reorganization
VCI Global Limited was incorporated in the British Virgin Islands on April 29, 2020. The registered office of the Company is situated at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. The principal place of business of the Company is situation at BO3-C-8, Menara 3A, KL Eco City, No.3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia. During the year, VCI Global Limited implemented a group-wide restructuring exercise aimed at streamlining its business portfolio and enhancing strategic alignment with its core growth initiatives. In line with the Group’s strategic direction to focus on the AI sector, technology infrastructure, and RWA consultancy services, management disposed of subsidiaries operating in non-core business segments.
The divested subsidiaries were primarily involved in business consultancy, financing provider activities, and real property consultancy services. The disposal enables the Group to reallocate resources towards its core business segments and strengthen its position in the targeted growth sectors. The details can refer to the below table:
The Company and its subsidiaries are in the table as follows:
| Percentage of effective ownership | ||||||||||||
| December 31, | ||||||||||||
| Name | Date of incorporation | 2023 | 2024 | 2025 | Place of incorporation | Principal activities | ||||||
| % | % | % | ||||||||||
| VCI Global Limited | ||||||||||||
| V Capital Kronos Berhad | ||||||||||||
| AB Management and Consultancy Services Sdn Bhd | ||||||||||||
| Elmu Education Group Sdn Bhd | ||||||||||||
| Elmu Higher Education Sdn Bhd | ||||||||||||
| V Capital Real Estate Sdn Bhd | ||||||||||||
| VCI Energy Sdn Bhd | ||||||||||||
| V Galactech Sdn Bhd | ||||||||||||
| V Capital Real Estate Limited | ||||||||||||
| V Gallant Limited (formerly known as VC AI Limited) | ||||||||||||
| VC AI Sdn Bhd | ||||||||||||
| V Gallant Sdn Bhd | ||||||||||||
| RoboDAX Limited (formerly known as Smart Bridge Technologies Limited) | ||||||||||||
| Smart Bridge Technologies Sdn Bhd | ||||||||||||
| VCI Global (Singapore) Pte. Ltd. | ||||||||||||
| AiSecure Limited | ||||||||||||
| VCI Energy Limited | ||||||||||||
| VCI (HK) Limited | ||||||||||||
F-9
Principal activities
The Company is a holding company. The principal activities of the Company and its subsidiaries (collectively referred to as the “Company” or “the Group”) are the provision of business strategy consultancy and technology development solution consultancy.
The Company is headquartered in Malaysia and conducts its primary operations through its significant direct and indirectly held subsidiaries that are incorporated and domiciled in Malaysia, namely V Capital Kronos Berhad, V Galactech Sdn. Bhd., V Gallant Sdn Bhd., and V Gallant Limited were incorporated in the British Virgin Islands.
| 2 | MATERIAL ACCOUNTING POLICIES |
BASIS OF ACCOUNTING
These financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
In the current financial year, the Company has adopted the new or amended IFRS that are mandatory for application for the financial year. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS.
The adoption of these new or amended IFRS did not result in substantial changes to the Company’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
Standards issued but not yet effective
At the date of authorization of these financial statements, a number of new/revised standards that are relevant to the Company were issued but not yet effective. Consequential amendments were also made to various standards as a result of these new/revised standards.
The Company does not intend to early adopt any of the new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the revised/new standards will not have a material impact on the financial statements of the Company in the period of their initial adoption.
FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
| ● | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
| ● | Level 3 inputs are unobservable inputs for the asset or liability. |
F-10
BASIS OF CONSOLIDATION
| (a) | Consolidation |
As the Company were under same control of the controlling shareholders and their entire equity interests were also ultimately held by the controlling shareholders immediately prior to the group reorganization, the consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows statements are prepared as if the current group structure had been in existence throughout the three-year period ended December 31, 2025, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period. The consolidated statements of financial position as at December 31, 2024 and 2025 present the assets and liabilities of the aforementioned companies now comprising the Company which had been incorporated/established as at the relevant balance sheet date as if the current group structure had been in existence at those dates based on the same control aforementioned. The Company eliminates all significant intercompany balances and transactions in its consolidated financial statements.
Subsidiary corporations are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Company.
Non-controlling interests comprise the portion of a subsidiary corporation’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statements of comprehensive income, statements of changes in equity, and statements of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the consolidated financial statements of the Company are a continuation of the acquired entities and is accounted for as follows:
| (i) | The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements; |
| (ii) | The Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and |
| (iii) | No new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve or deficit. |
F-11
| (b) | Acquisitions |
The acquisition method of accounting is used to account for business combinations entered into by the Company.
The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred, and the equity interests issued by the Company. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Company recognizes any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.
| (c) | Disposals |
When a change in the Company’s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost, and its fair value is recognized in profit or loss or other comprehensive income.
| (d) | Transactions with non-controlling interests |
Changes in the Company’s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
CHANGE IN PRESENTATION CURRENCY
Effective January 1, 2025, the Group changed its presentation currency from Ringgit Malaysia (“RM”) to United States Dollar (“US$”), which is also the Group’s functional currency.
Management believes that presenting the Group's consolidated financial statements in U.S. dollars ("US$") provides more relevant information to existing and prospective investors and other users of the financial statements. This change is principally driven by the Group's status as a publicly traded company listed on the Nasdaq Stock Market, where US$ is the predominant currency used by investors and market participants. Accordingly, presenting the consolidated financial statements in US$ enhances comparability with peer companies and improves the usefulness of the financial information to users.
In addition, during 2025, the Malaysian Ringgit experienced significant fluctuations against the US$. Presenting the consolidated financial statements in US$ reduces the effects of foreign currency translation on the presentation of the Group's financial position and results of operations, thereby providing users with financial information that more faithfully reflects the Group's underlying economic performance.
Furthermore, a substantial portion of the Group's revenue is generated from business strategy consultancy and technology consultancy contracts denominated in US$. The Group's cost structure has also increasingly shifted toward US$-denominated expenditures, particularly employee compensation and other operating costs. As of and for the year ended December 31, 2025, these factors have resulted in a significant increase in the Group's exposure to US$-denominated transactions. Accordingly, management considers US$ to be the most appropriate presentation currency for the Group's consolidated financial statements.
Accordingly, the accompanying consolidated financial statements for the fiscal year ended December 31, 2025 are presented in US$. Comparative financial information for the fiscal year ended December 31, 2024 has been translated from RM into US$ in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates. The comparative amounts have been translated using the applicable exchange rates required under IAS 21 and are presented as if US$ had always been the Group’s presentation currency.
F-12
FINANCIAL ASSETS
| (a) | Classification and measurement |
The Company 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 Company’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
Financial assets at fair value through other comprehensive income (“FVOCI”) are equity securities which are not held for trading but more for strategic investments or debt securities where contractual cash flows are solely principal and interest and the objective of the Company’s business model is achieved both by collecting contractual cash flow and selling financial assets.
On initial recognition, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVOCI. Designation at FVOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.
Investments in equity instruments as FVOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income (“OCI”) and accumulated in the retained earnings. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments and will be transferred to retained earnings.
The Company reclassifies debt instruments when and only when its business model for managing those assets changes.
At subsequent measurement - Debt instrument
Debt instruments mainly comprise of cash and cash equivalents and other receivables (excluding prepayments).
Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.
F-13
| (b) | Recognition and derecognition |
Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Company commits to purchase or sell the asset.
Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss.
FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with substance of the contractual arrangements and the definitions of financial liability and equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Except for derivative financial instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
OFFSETTING FINANCIAL INSTRUMENTS
Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
WARRANT LIABILITIES
Warrant liabilities are initially recognised at fair value on the date of issuance and subsequently carried at its fair value. Changes in fair value are recognised in the profit or loss. When the Company issues equity instruments to extinguish all or part of the liability, a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of financial liability and the fair value of the equity instruments issued.
F-14
IMPAIRMENT OF FINANCIAL ASSETS
The Company recognises provision for allowance for expected credit losses (“ECL”) for all debt instruments not held at FVPL. ECL are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a “12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a “lifetime ECL”).
For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a lost allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.
The Company consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
PROPERTY AND EQUIPMENT
| (a) | Measurement |
| (i) | Property and equipment |
Property and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.
| (ii) | Components of costs |
The cost of an item of property and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
| (b) | Depreciation |
Depreciation on other items of property and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as followed;
| Office renovation | - | |||||
| Office equipment | - | |||||
| Furniture and fittings | - | |||||
| Computer and software | - | |||||
| Right of use asset |
Work-in-progress is not depreciated as these assets are not yet in use as at the end of the financial year.
The residual values estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognized in profit or loss when the changes arise.
| (c) | Subsequent expenditure |
Subsequent expenditure relating to property and equipment that has already been recognized is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred.
| (d) | Disposal |
On disposal of an item of property and equipment, the difference between the disposal proceeds and its carrying amount is recognized in profit or loss.
F-15
INTANGIBLE ASSETS
Software development costs are recognised in profit or loss as incurred.
An intangible asset arising from development is recognised when the following criteria are met:
| ● | it is technically feasible to complete the intangible asset so that it will be available for use or sale; |
| ● | management intends to complete the intangible asset and use or sell it; |
| ● | there is an ability to use or sell the asset; |
| ● | it can be demonstrated how the intangible asset will generate future economic benefits; |
| ● | adequate resources to complete the development and to use or sell the intangible asset are available; and |
| ● | the expenditures attributable to the intangible asset during its development can be reliably measured. |
Other development costs that do not meet these criteria are recognised in profit or loss as incurred. Development costs previously recognised as an expense are not recognised as an intangible asset in a subsequent period.
Capitalised development costs are measured at cost less accumulated amortisation and accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with - Impairment of Non-Financial Assets.
Software development costs are amortised
on straight-line basis based on the estimated useful lives of
The useful lives and amortisation methods are reviewed at the end of each reporting period.
TRADE AND LOAN RECEIVABLES
A receivable is recognised when the Company has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognised before the Company has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade and loan receivables that do not contain a significant financing component are initially measured at their transaction price. Trade and loan receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including provision for expected credit losses.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Property and equipment, right-of-use assets and intangible assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the Cash Generating units (“CGU”) to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognized as an impairment loss in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognized in profit or loss.
F-16
TRADE AND OTHER PAYABLES
Trade and other payables represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.
Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.
BANK AND OTHER BORROWINGS
Borrowings are presented as current liabilities unless the Company has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
| (a) | Borrowings are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method. |
| (b) | Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. |
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
LEASES
When the Company is the lessee
At the inception of the contract, the Company assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.
| ● | Right-of-use assets |
The Company recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right- of-use assets.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
F-17
| ● | Lease liabilities |
The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Company shall use its incremental borrowing rate.
Lease payments include the following:
| - | Fixed payment (including in-substance fixed payments), less any lease incentives receivables; |
| - | Variable lease payment that are based on an index or rate, initially measured using the index or rate as at the commencement date; |
| - | Amount expected to be payable under residual value guarantees; |
| - | The exercise price of a purchase option if is reasonably certain to exercise the option; and |
| - | Payment of penalties for terminating the lease, if the lease term reflects the Company exercising that option. |
For contracts that contain both lease and non-lease components, the Company allocates the consideration to each lease component on the basis of the relative stand-alone price of the lease and non-lease component. The Company has elected to not separate lease and non-lease component for property leases and account these as one single lease component.
Lease liability is measured at amortized cost using the effective interest method. Lease liability shall be remeasured when:
| - | There is a change in future lease payments arising from changes in an index or rate; |
| - | There is a change in the Company’s assessment of whether it will exercise an extension option; or |
| - | There is modification in the scope or the consideration of the lease that was not part of the original term. |
Lease liability is remeasured with a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
| ● | Short-term and low-value leases |
The Company has elected to not recognized right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.
| ● | Variable lease payments |
Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease liability. The Company shall recognize those lease payments in profit or loss in the periods that triggered those lease payments.
F-18
EMPLOYEE BENEFITS
Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset.
| (a) | Defined contribution plans |
Defined contribution plans are post-employment benefit plans under which the Company pays fixed contributions into separate entities such as the Employees Provident Fund on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid.
| (b) | Employee leave entitlement |
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
| (c) | Share-based compensation awards |
For share-based compensation awards, the fair value of employee services received in exchange for the equity shares is recognized as an expense in the financial year in which services is rendered.
PROVISIONS
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
REVENUE RECOGNITION
Revenue is recognised to depict the transfer of promised services to clients at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those services. Specifically, the Company uses a five-step approach to recognise revenue:
| ● | Step 1: Identify the contract(s) with a client |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation |
F-19
The Company recognises revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the services underlying the particular performance obligations is transferred to clients.
A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially the same.
Control is transferred overtime and revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
| ● | the client simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; |
| ● | the Company’s performance creates or enhances an asset that the client controls as the asset is created or enhanced; or |
| ● | the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. |
Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct service.
| a) | Business Strategy Consultancy |
Business strategy consultancy services primarily included listing advisory for IPO services, and non-IPO services such as advisory, investors relations and boardroom strategies consultancy. The revenues generated from business strategy consultancy services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee periodically over the contract terms as specified in the service agreements.
Our
contracts for listing advisory for IPO services are typically within
When the Company is acting as a principal, the Company accounts for the revenue generated from IPO services on a gross basis as the Company is primarily responsible for fulfilling the promise to provide the specified services to customer, which the Company has control over the services rendered and also obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to credit risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with IFRS 15. The Company determined that it is primarily responsible for fulfilling the promised service as the Company has contractual obligation to engage various professional parties involved in the IPO, as well as settlement of professional fees to these professional parties.
For non-IPO services such as advisory and solutions, investors relations and boardroom strategies consultancy, revenue is recognized at a point in time when services has been rendered and accepted by customers, and there is no unfulfilled obligation from the Company.
No
element of financing is deemed present as typical payment term is
| b) | Technology Development |
Technology development primarily included digital development, fintech solutions and software solutions.
The contract is typically fixed priced and does not provide any post-contract client support or upgrades. The Company designs system based on clients’ specific needs which require the Company to perform services including design/redesign, development, and integration. These services also require significant customization. Upon delivery of the services, client acceptance is generally required. The Company assesses that software development services are considered as a performance obligation. The duration of the development period is usually six months to two years.
The Company’s system development service revenues are generated primarily from contracts with clients across various sectors. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of the contract amount usually is billed upon the completion of the related milestone. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.
F-20
The
Company’s revenue from technology development contracts can be recognized over time or at a point in time. For revenue recognized
over time, the Company uses an input method based on cost incurred as the Company believes that this method most accurately reflects
the Company’s progress toward satisfaction of the performance obligation, which usually takes
For revenue recognized at a point in time, revenue is recognized upon services has been rendered and accepted by customers, and there is no unfulfilled obligation from the Company.
No element of financing is deemed present as typical payment term is 30 days from the date of issuance of invoice.
| c) | Solutions and Consultancy |
Revenue
from solutions and consulting services is primarily comprised of fixed-fee contracts, which require the Company to provide professional
solutions and consulting services over contract terms beginning on the commencement date of each contract, which is the date its service
is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is
typically
| d) | Interest Income |
The Company enter into loan arrangements with both corporate and individuals. Interest income is recognised on a time-proportion basis using the effective interest method.
| e) | Processing fee and late interest |
A
non-refundable processing fee (
This fee is charged at the time of loan disbursement and will be deducted from the loan proceeds unless otherwise agreed in writing.
If
the borrower fails to make an installment payment within
CASH AND CASH EQUIVALENTS
For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents include cash on hand, deposits with banks and financial institutions and fixed deposits which are subject to an insignificant risk of change in value.
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
INCOME TAX
Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
F-21
A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.
Deferred income tax is measured:
| (i) | at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and |
| (ii) | based on the tax consequence that will follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered entirely through sale. |
Current and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
The Company accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.
FOREIGN CURRENCY TRANSACTIONS
| (a) | Functional and presentation currency |
Effective January 1, 2025, the Group changed its functional currency and presentation currency from Ringgit Malaysia (“RM”) to United States Dollar (“US$”). Management determined that the change better reflects the economic substance of the Group’s underlying transactions, events and conditions, as a significant portion of the Group’s revenue, financing activities, strategic investments and business operations are denominated in or influenced by the US$.
Accordingly, the consolidated financial statements for the year ended December 31, 2025 are presented in US$. Comparative financial information has been translated from RM into US$ in accordance with the requirements of IAS 21, The Effects of Changes in Foreign Exchange Rates. Assets and liabilities were translated at the applicable closing exchange rates, while income and expenses were translated using the applicable exchange rates for the respective periods. The resulting exchange differences arising from the translation process have been recognized in accordance with IAS 21.
The change in functional and presentation currency has been accounted for prospectively from the date of change and reflects management’s assessment of the primary economic environment in which the Group operates.
The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:
| December 31, | ||||||||
| 2023 | 2024 | |||||||
RM to US$ Year End | ||||||||
RM to US$ Average Rate | ||||||||
| December 31, | ||||
| 2025 | ||||
| US$ to RM Year End | ||||
| US$ to RM Average Rate | ||||
F-22
| (b) | Transactions and balances |
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
| (c) | Translation of Group entities’ financial statements |
The results and financial position of all the entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| (i) | assets and liabilities are translated at the closing exchange rates at the reporting date; |
| (ii) | income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and |
| (iii) | all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. |
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
RELATED PARTIES
| (a) | A person, or a close member of that person’s family, is related to the Company if that person: |
| (i) | has control or joint control over the Company; | |
| (ii) | has significant influence over the Company; or | |
| (iii) | is a member of the key management personnel of the Company or the Company’s parent. |
F-23
| (b) | An entity is related to the Company if any of the following conditions applies: |
| (i) | The entity and the group are members of the same Company (which means that each parent, subsidiary and fellow subsidiary is related to the others). | |
| (ii) | One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a Company of which the other entity is a member). | |
| (iii) | Both entities are joint ventures of the same third party. | |
| (iv) | One entity is a joint venture of a third entity and the other entity is an associate of the third entity. | |
| (v) | The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the group. | |
| (vi) | The entity is controlled or jointly controlled by a person identified in (a). | |
| (vii) | A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). | |
| (viii) | The entity, or any member of a Company of which it is a part, provides key management personnel services to the Company or to the Group’s parent. Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity. |
EARNINGS PER SHARE
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share are calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.
DIVIDENDS
Dividends to the Company’s shareholders are recognized when the dividends are approved for payment.
SEGMENT REPORTING
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Company’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Company’s various lines of business and geographical locations.
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.
F-24
| 3 | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the Company’s accounting policies, which are described in Note 2 to the financial statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised 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.
Critical judgements in applying the Company’s accounting policies
There are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying the Company’s accounting policy and that has the most significant effect on the amounts recognised in the financial statements.
Key sources of estimation uncertainty
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 disclosed below:
Fair value measurement of unquoted shares (Note 5 and 6)
In determining the fair value of the unquoted shares, the Company relies on the net asset values of the investee companies or independent valuation report.
The availability of observable inputs can vary from investment to investment. For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on models or inputs that are less observable or unobservable in the market and the determination of the fair values require significant judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to occurrence of future events which could not be reasonably determined as at the balance sheet date.
Provision for allowance for ECL for trade receivables, other receivables and loan receivables
The Company uses a provision matrix to calculate ECLs for trade receivables, other receivables and loan receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust historical credit loss experience with forward- looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
The carrying amount of the Company’s trade receivables, net of
allowance, other receivables, net of allowance and loan receivables, net of allowance as at December 31, 2025 are
and (2024: , US$
F-25
Depreciation of plant and equipment
The Company depreciates plant and equipment over their estimated useful lives after taking into account their estimated residual values. The estimated useful life reflects management’s estimate of the period that the Company intends to derive future economic benefits from the use of the Company’s plant and equipment. Changes in the expected level of usage and technological developments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact future depreciation charges.
The carrying amount of the Company’s
plant and equipment as at December 31, 2025 are (2024: US$
Fair value of warrant liabilities
The Company accounts the warrants as financial liabilities in accordance with IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement, where the terms of the instruments do not meet the criteria for classification as equity under IAS 32 Financial Instruments: Presentation. The warrants are not considered equity instruments because they are cash-settled and include features such as anti-dilution provisions, which prevent them from being considered as “fixed-for-fixed” equity instruments.
These warrant liabilities are initially measured at fair value on the date of issuance. After initial recognition, the warrant liabilities are remeasured at fair value at each reporting period, with changes in fair value recognized through profit or loss in accordance with IFRS 9 Financial Instruments.
Fair value of warrant liabilities are determined using Black Scholes option pricing model as valuation technique, which is suitable for instruments with complex features, including anti-dilution adjustments. Key valuation inputs include the Company’s share price, expected volatility, time to expiry, risk-free interest rate, and dividend yield, if applicable.
The warrant liabilities are classified as Level 3 in the fair value hierarchy as defined by IFRS 13, due to the use of significant unobservable inputs. The Company reviews the classification and valuation approach at each reporting date to ensure continued compliance with IFRS.
| 4 | DISPOSAL OF SUBSIDIARIES |
During the year ended 31 December 2025, the Company disposed of its equity interests in several wholly owned subsidiaries as part of its corporate restructuring and strategic realignment. Upon completion of the respective disposals, the Company ceased to control these subsidiaries and accordingly deconsolidated their financial position and results of operations from the respective disposal dates.
a. Disposal of Credilab Technology Sdn Bhd and its subsidiary (Credilab Sdn Bhd) known as “Credilab Group”
On December 31, 2025, the Company disposed of its entire equity interest
in Credilab Group, a wholly owned subsidiary principally engaged in financing provider activities, to two parties, which is
The assets and liabilities of Credilab Group at the date of disposal were as follows:
| December 31, 2025 | ||||
US$ | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Amount due from related parties | ||||
| Property, plant and equipment | ||||
| Other investment | ||||
| Other assets | ||||
| Trade and other payables | ||||
| Provision for taxation | ||||
| Net identifiable assets disposed of | ||||
F-26
The loss on disposal is calculated as below:
| December 31, 2025 | ||||
US$ | ||||
| Consideration | ||||
| Less: Net assets disposed | ( | ) | ||
| Add: Foreign currency translation reserve recycled | ||||
| ( | ) | |||
The loss on disposal has been recognised in other operating expenses in the consolidated statement of profit or loss and other comprehensive income.
As of December 31, 2025, no consideration had been received. Pursuant to the sale and purchase agreement, the purchaser is granted a period of five years from the date of the agreement to settle the purchase consideration, either in cash, by the issuance of shares, or through a combination of cash and shares.
b. Disposal of V Capital Consulting Group and its subsidiaries (V Capital Consulting Limited and V Capital Advisory Sdn Bhd) known as “VCCG”
On December 15, 2025, the Company disposed
of its entire equity interest in VCCG, a wholly owned subsidiary principally engaged in business consultancy, to VHKL Private Limited
for total consideration of US$
The assets and liabilities of VCCG Group at the date of disposal were as follows:
| December 15, 2025 | ||||
US$ | ||||
| Other investments | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Amount due from related parties | ||||
| Property, plant and equipment | ||||
| Trade and other payables | ||||
| Amount due to related parties | ||||
| Deferred revenue | ||||
| Net identifiable assets disposed of | ||||
The gain on disposal is calculated as below:
| December 15, 2025 | ||||
US$ | ||||
| Consideration | ||||
| Less: Net assets disposed | ( | ) | ||
| Less: Foreign currency translation reserve recycled | ( | ) | ||
| Less: Fair value reserve recycled | ( | ) | ||
The gain on disposal has been recognised in other income in the consolidated statement of profit or loss and other comprehensive income.
As of December 31, 2025, no consideration had been received. Pursuant to the sale and purchase agreement, the purchaser is granted a period of three years from the date of the agreement to settle the purchase consideration, either in cash, by the issuance of shares listed on a major stock exchange or through a combination of both.
F-27
c. Disposal of several dormant companies for group restructuring
Apart from the above disposal, the Company
disposed of its equity interests in several wholly-owned subsidiaries as part of its corporate restructuring and strategic realignment.
Upon completion of the respective disposals, the Group ceased to control these subsidiaries and accordingly deconsolidated their financial
position and results of operations from the respective disposal dates.
| December 31, 2025 | ||||
| US$ | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Amount due from related parties | ||||
| Amount due from director | ||||
| Property, plant and equipment | ||||
| Right of Use Assets | ||||
| Other Investment | ||||
| Other Assets | ||||
| Trade and other payables | ||||
| Borrowings | ||||
| Lease liabilities | ||||
| Amount due to related parties | ||||
| Net identifiable assets disposed of | ( | ) | ||
The loss on disposal is calculated as below:
| December 31, 2025 | ||||
| US$ | ||||
| Consideration | ||||
| Less: Net assets disposed | ||||
| Less: Foreign currency translation reserve recycled | ( | ) | ||
The loss on disposal has been recognised in other operating expenses in the consolidated statement of profit or loss and other comprehensive income.
F-28
d. Disposal of Subsidiaries and Retained Investment in Associate – V Capital Real Estate Limited Group “VCRE” and VCI Energy Limited Group “VCIE”
On December 16, 2025, the Company disposed of
| December 31, 2025 | ||||
| US$ | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Amount due from related parties | ||||
| Property, plant and equipment | ||||
| Right of Use Assets | ||||
| Intangible Assets | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Amount due to related parties | ||||
| Net identifiable assets disposed of | ||||
The loss on disposal is calculated as below:
| December 31, 2025 | ||||
| US$ | ||||
| Consideration | ||||
| Less: Net assets disposed | ( | ) | ||
| Less: Foreign currency translation reserve recycled | ( | ) | ||
| Add: Non-controlling interests derecognised | ||||
| ( | ) | |||
| 5 | FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of year | ||||||||
| Addition | ||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ||||||
| Disposals | ( | ) | ( | ) | ||||
| Fair value adjustment | ( | ) | ( | ) | ||||
| Currency realignment | ( | ) | ||||||
| At end of year | ||||||||
F-29
| December 31, 2024 |
December 31, 2025 |
|||||||
| US$ | US$ | |||||||
| Quoted securities | ||||||||
| - Founder Group Limited | ||||||||
| Unquoted securities | ||||||||
| - GlobexUS Holdings Corp (1) | ||||||||
| - Sagtec Global Limited (2) | ||||||||
| - Reveillon Group Limited (3) | ||||||||
| - Marvis (4) | ||||||||
Quoted securities
In
December 2024, the Company acquired
| (1) |
| (2) |
| (3) |
| (4) |
On June 26, 2025, the Company acquired approximately
During
the financial year ended December 31, 2024, the Company disposed its investment in Agroz Inc, Fintech Scion Limited and Treasure Global
Inc at cost for total consideration of US$
F-30
Unquoted securities
During the financial year December 31, 2024 and 2025, the fair value of certain unquoted investments was determined by the Company using a third-party independent valuer using the income approach - discounted cash flow and market approach – price earnings approach. The Company takes full responsibility for the determination of the fair value of unquoted investment.
The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as of December 31, 2024 and 2025 are shown below:
| As of December 31, 2025 | ||
| Revenue and cost of sales | ||
| Gross Profit (“GP”) Margin | ||
| Weighted Average Cost of Capital (“WACC”) |
| As of December 31, 2024 | ||
| Revenue and cost of sales | ||
| Gross Profit (“GP”) Margin | ||
| Weighted Average Cost of Capital (“WACC”) | ||
| Price Earnings (“P/E”) Multiples |
| 6 | FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS |
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Quoted/Unquoted shares | ||||||||
| At beginning of year | ||||||||
| Disposal | ( | ) | ||||||
| Changes in fair value | ( | ) | ||||||
| Currency realignment | ||||||||
| At end of year | ||||||||
The Company held an equity investment
in Unique Fire Holding Berhad., with a carrying amount of US$
The Company held an equity investment
in Zero Carbon Farms Ltd., with a carrying amount of US$
The above valuations are categorised under Level 3 of the fair value hierarchy and are generally sensitive to the unobservable inputs. Any increase or decrease in transacted price would result in an increase or decrease in the fair value of the unquoted investments.
Any significant movement in inputs would result in a significant change to the fair value of the unquoted investment. There are no transfers between Levels 1 and 2 and into or out of Level 3 during the year.
F-31
| 7 | PROPERTY AND EQUIPMENT |
| Office equipment | Furniture and fittings | Office renovation | Computer & software | Machinery | Work- in-progress | Total | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| Carrying amount: | ||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| 8 | RIGHT-OF-USE ASSETS |
| Office premises | Motor vehicles | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Cost | ||||||||||||
| At January 1, 2024 | ||||||||||||
| Additions | ||||||||||||
| Currency alignment | ||||||||||||
| At December 31, 2024 | ||||||||||||
| Additions | ||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ||||||
| Currency alignment | ||||||||||||
| At December 31, 2025 | ||||||||||||
| Accumulated depreciation | ||||||||||||
| At January 1, 2024 | ||||||||||||
| Charges | ||||||||||||
| Currency alignment | ||||||||||||
| At December 31, 2024 | ||||||||||||
| Charges | ||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ||||||
| Currency alignment | ||||||||||||
| At December 31, 2025 | ||||||||||||
| Carrying amount: | ||||||||||||
| At December 31, 2024 | ||||||||||||
| At December 31, 2025 | ||||||||||||
F-32
| 9 | INTANGIBLE ASSETS |
| Socializer Messenger Platform Software | AI-Powered Travel Platform Software | Credit service Management System | Finance Management System | Robotic Arms | Restaurant Online Ordering Management System | Digital assets | Other Software Package | Total | ||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Written off | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||||||||||
| Currency realignment | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impairment loss | ||||||||||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Carrying amount: | ||||||||||||||||||||||||||||||||||||
| At December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||||||||||
The Company’s intangible assets primarily comprise the Socializer Messenger Platform Software, AI-Powered Travel Platform Software, Credit Service Management Software, Financial Fund Management System, Restaurant Online Ordering Management System, digital assets and other software packages.
The
Socializer Messenger Platform Software is an externally acquired solution from a third-party vendor. It is a highly secure messaging
platform designed to safeguard users’ privacy and data from unauthorized access, surveillance, and cyberattacks. The platform employs
end-to-end encryption, ensuring that only the sender and the intended recipient can access the messages. This software is initially recognized
at cost and amortized on a straight-line basis over the useful life of
F-33
The AI-Powered Travel Platform Software is an externally acquired solution from a third-party vendor. It utilizes artificial intelligence to personalize and optimize travel planning by suggesting destinations, planning itineraries, securing the best deals on flights and hotels, and providing real-time updates based on users’ preferences, behaviors, and travel histories. The software is in the final stage of development as of December 31, 2024 and expected to be completed in July 2025. The software is completed in year 2025. However, the intangible asset was derecognized following the disposal of the subsidiaries that owned the software. Accordingly, the carrying amount of the asset was removed from the Group’s consolidated statement of financial position upon completion of disposal.
The Credit Service Management Software includes both externally purchased software and internally developed enhancements and modifications. It supports the Company’s loan operation activities by automating and streamlining processes such as capturing and processing loan applications, conducting credit assessments, managing approval workflows, assessing and mitigating credit risks, tracking repayments, calculating interest, managing overdue loans, issuing payment reminders, and generating reports for internal and regulatory purposes. The development and testing phases were completed in September 2025, upon which the software became available for its intended use and commenced operations. During the year, the Company disposed of the subsidiary engaged in financing activities that previously utilized the software. However, ownership of the software was retained by the Company and was not included in the disposal. Following the disposal, the Company intends to lease or license the software to third parties, including the disposed subsidiary, for the provision of credit service management solutions.
Finance
Management System is an externally acquired solution from a third-party vendor that assists users in managing investment funds, including
portfolio tracking, asset allocation, risk assessment, performance analysis, and compliance. It enables fund managers to make informed
decisions and ensures transparency for investors. The software was completed in September 2025. This software is initially recognized
at cost and amortized on a straight-line basis over the useful life of
Restaurant
Online Ordering Management System is a software platform designed to facilitate and manage online food ordering operations for restaurants
and food service providers. The system enables customers to browse menus, place orders, make online payments, and track order status
through web-based or mobile applications. The software was completed during the year. This software is initially recognized at cost and
amortized on a straight-line basis over the useful life of
Digital
assets is the cryptocurrency called OOBT token. This token appears to be the native utility token of the Oobit ecosystem, a crypto payment
platform that enables users to spend digital assets at merchants that accept traditional payment networks. The token is used for payments,
rewards, fee reductions, staking, and ecosystem participation. The tokens are traded on both centralized exchanges (“CEXs”)
and decentralized exchanges (“DEXs”). On November 12, 2025, the token was first listed on a major centralized exchange at a
quoted market price of approximately US$
Other Software Packages comprise the Robosale SaaS Platform software, Make-A-Wish app, and XVI websites, all of which were developed internally. During the financial year, management performed a review of these intangible assets and determined that they were no longer capable of generating sufficient future economic benefits for the Company. The assets were either no longer actively utilized, commercially viable, or expected to contribute to the Company’s future operations and cash flows. As a result, management concluded that the recoverable amounts of these intangible assets were negligible. Accordingly, the Company recognized a full impairment loss on these intangible assets during the year, reducing their carrying amounts to as at the reporting date.
F-34
| 10 | DEFERRED TAX ASSETS |
The following are the major deferred tax assets recognised by the Company and the movements thereon, during the current and prior reporting periods:
| December 31,
2024 | December 31,
2025 | |||||||
US$ | US$ | |||||||
| Provisions: | ||||||||
| At beginning of the year | ||||||||
| Charge to profit and loss | ( | ) | ||||||
| At end of the year | ||||||||
| 11 | TRADE AND OTHER RECEIVABLES |
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Trade receivables | ||||||||
| - Third parties | ||||||||
| - Related parties | ||||||||
| Less: Provision for allowance for expected credit losses - trade receivables | ( | ) | ( | ) | ||||
| Other receivables | ||||||||
| Less: Provision for allowance for expected credit losses - other receivables | ( | ) | ( | ) | ||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Total trade and other receivables | ||||||||
| Movement in provision for allowance for expected credit losses on trade receivables is as follows: | ||||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Write off / Reversal | ( | ) | ( | ) | ||||
| Disposal of subsidiaries | ( | ) | ||||||
| Currency realignment | ( | ) | ||||||
| At end of the year | ||||||||
| Movement in provision for allowance for expected credit losses on other receivables is as follows: | ||||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Write off / Reversal | ( | ) | ||||||
| Disposal of subsidiaries | ( | ) | ||||||
| Currency realignment | ( | ) | ( | ) | ||||
| At end of the year | ||||||||
F-35
The average credit period for services rendered is 30 (2024: 30) days. No interest is charged on the outstanding balances.
| December 31, 2024 |
December 31, 2025 |
|||||||
| US$ | US$ | |||||||
| Not past due | ||||||||
| Past due (i) | ||||||||
| Less: Provision for allowance for expected credit losses | ( |
) | ( |
) | ||||
A majority of the Company’s trade receivables that are neither past due nor impaired are with creditworthy counterparties with good track record of credit history.
| (i) |
| December 31, 2024 |
December 31, 2025 |
|||||||
| US$ | US$ | |||||||
| < 30 days | ||||||||
| 31 days to 60 days | ||||||||
| 61 days to 210 days | ||||||||
| 211 days to 240 days | ||||||||
| 241 days to < 1 year | ||||||||
| Total (ii) | ||||||||
| (ii) |
In determining the recoverability of trade and other receivables, the Company considers any changes in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Company’s trade and other receivables balances which are past due and partially impaired.
The allowance for ECL has been determined by taking into consideration recovery prospects and past doubtful experience.
As part of the Company’s credit risk management, the Company assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.
Allowance for ECL on trade and other receivables has been measured at an amount equal to lifetime ECL. The ECL on trade and loan receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate.
As of December 31, 2025, the provision matrix applies the following
ECL rates to trade receivables, based on the age of the receivables ranged from
F-36
In addition to the general provision matrix, the Company assesses certain specific trade and other receivables individually. This individual assessment is based on direct contact with the debtor, historical payment behavior, and other relevant factors to determine whether there are specific recoverability issues.
The Company assesses ECL on an annual basis to ensure that the ECL allowance remains appropriate and reflective of current credit risk conditions. There have been no changes in estimation techniques or significant assumptions used in calculating ECL during the current reporting period. A receivable is written off when there is objective evidence that the debtor is experiencing significant financial hardship and there is no reasonable expectation of recovery. Indicators of such conditions include the debtor entering liquidation or significant deterioration in creditworthiness with no expected future cash flows.
The following table details the provision for ECL based on the Company’s provision matrix, based on past due status is not further distinguished between the Company’s different customer base:
| Trade receivables – days past due | ||||||||||||||||||||||||||||
| Not past due | 1
to 30 days | 31-60 days | 61-210 days | 211
- 240 days | Over
241 days | Total | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Lifetime ECL – December 31, 2024 | ||||||||||||||||||||||||||||
| Lifetime ECL – December 31, 2025 | - | |||||||||||||||||||||||||||
The currency profiles of the Company’s trade and other receivables at the end of the reporting date are as follows:
| December 31, 2024 | December 31,
2025 | |||||||
| US$ | US$ | |||||||
| Malaysia ringgit | ||||||||
As of December 31, 2025, prepayment mainly consists of:
| 1. | The Company made an advance payment of US$ |
| 2. | The development of Vendor and Customer relationship management system
(“VCRM”) by a third-party company. This VCRM will streamline vendor onboarding, customer engagement, relationship tracking,
performance reporting, and communication while ensuring high usability, data accuracy, and system scalability. The system is estimated
to be utilised within |
| 3. | The development of Cloud Management Platform Development (“CMP”)
was outsourced to a third-party company at a total cost of US$ |
| 4. | Legal service from a third-party US legal entity for total cost of
US$ |
F-37
| 5. | Pursuant to a Securities Purchase Agreement entered into with S2MA Capital Limited, the Company issued 880,000 ordinary shares with a fair value of US$880 thousand as a deposit toward the acquisition of 250 million OOBT digital assets for an aggregate purchase consideration of US$50.0 million. The US$880 thousand fair value of the shares issued was recognized as a prepayment toward the total purchase consideration pending completion of the acquisition and delivery of the digital assets. |
Other receivables primarily consist of third parties who purchased shares from the Company that were acquired through its IPO projects.
| 12 | INVENTORIES |
Inventories consist of the following:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Finished goods | ||||||||
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost method and comprises the purchase cost and other costs incurred in bringing the inventories to their present location and condition.
Management reviews inventories periodically for slow-moving, obsolete, or damaged items. Where necessary, inventories are written down to their estimated net realizable value based on management’s assessment of future demand, expected selling prices, and market conditions.
| 13 | LOAN RECEIVABLES |
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Personal loans | ||||||||
| Term loans | ||||||||
| Less: Unearned interest | ( | ) | ||||||
| Less: Provision for allowance for expected credit losses on loan receivables | ( | ) | ||||||
| Movement in provision for allowance for expected credit losses on loan receivables as follows: | ||||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Reversal | ( | ) | ||||||
| At end of the year | ||||||||
| December 31,
2024 | December 31,
2025 | |||||||
| US$ | US$ | |||||||
| Current asset | ||||||||
| Non-current asset | ||||||||
Loans
receivables bears interest of (2024:
F-38
The
average credit period for services rendered is (2024:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Not past due | ||||||||
| Past due (i) | ||||||||
| Less: Provision for allowance for expected credit losses on loan receivables | ( | ) | ||||||
A majority of the Company’s loan receivables that are neither past due nor impaired are with creditworthy counterparties with good track record of credit history.
| (i) |
| December 31,
2024 | December 31,
2025 | |||||||
| US$ | US$ | |||||||
| < 30 days | ||||||||
| 31 days to 60 days | ||||||||
| 61 days to 210 days | ||||||||
| 211 days to 240 days | ||||||||
| 241 days to < 1 year | ||||||||
| Total (ii) | ||||||||
| (ii) |
In determining the recoverability of loan receivables, the Company considers any changes in the credit quality of the loan receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Company’s loan receivables balances which are past due and partially impaired.
The allowance for ECL in loan receivables has been determined by taking into consideration recovery prospects and past doubtful experience.
As part of the Company’s credit risk management, the Company assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.
Allowance for ECL on loan receivables has been measured at an amount equal to lifetime ECL. The ECL on loan receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate.
The
Company has recognized
The Company assesses ECL on an annual basis to ensure that the ECL allowance remains appropriate and reflective of current credit risk conditions. There have been no changes in estimation techniques or significant assumptions used in calculating ECL during the current reporting period. A loan receivable is written off when there is objective evidence that the debtor is experiencing significant financial hardship and there is no reasonable expectation of recovery. Indicators of such conditions include the debtor entering liquidation or significant deterioration in creditworthiness with no expected future cash flows.
F-39
The following table details the provision for ECL based on the Company’s provision matrix, based on past due status is not further distinguished between the Company’s different customer base:
| Loan receivables – days past due | ||||||||||||||||||||||||||||
| Not
past due | 1
to 30 days | 31-60
days | 61-210
days | 211
– 240 days | Over
241 days | Total | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Lifetime ECL – December 31, 2024 | ||||||||||||||||||||||||||||
| Lifetime ECL – December 31, 2025 | ||||||||||||||||||||||||||||
| 14 | CASH AND BANK BALANCES |
| December 31,
2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Cash and bank balances | ||||||||
| Fixed deposit | ||||||||
| Total | ||||||||
Cash at share trading accounts are readily convertible to a known amount of cash which are subject to an insignificant risk of changes in value.
Fixed
deposit bear interest at (2024:
The currency profiles of the Company’s cash and cash equivalents at the end of the reporting date are as follows:
| December 31,
2024 | December 31,
2025 | |||||||
| US$ | US$ | |||||||
| Singapore dollar | ||||||||
| Malaysia ringgit | ||||||||
| 15 | TRADE AND OTHER PAYABLES |
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Trade payables | ||||||||
| Accruals | ||||||||
| Sundry payables | ||||||||
Trade payables as of December 31, 2025 consist of technology consultancy cost. Trade payables as of December 31, 2024 mainly consist of amount owing to Treasure Global Inc. (“TGL”) as part of the partnership agreement signed on August 1, 2024 between the Company and TGL, in which TGL shall periodically provide funds and its customer database access to the Company to support its credit service activities in exchange of long term profit sharing.
Accruals consist mainly of staff salaries and consultant fees for which services have been performed but not been billed.
F-40
Sundry payables as of December 31, 2025, consist of amount owing to Treasure Global Inc. (“TGL”) as part of the partnership agreement signed on August 1, 2024 between the Company and TGL, in which TGL shall periodically provide funds and its customer database access to the Company to support its credit service activities in exchange of long term profit sharing.
Sundry payables also include a loan payable to Blue Rock Capital Ltd.
The currency profiles of the Company’s trade and other payables at the end of the reporting date are as follows:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Malaysia ringgit | ||||||||
| 16 | LEASE LIABILITIES |
The Company has lease contracts for office premises and motor vehicles. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.
The
Company also has certain leases with lease terms of
Carrying amount of lease liabilities is as follows:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ||||||
| Finance cost | ||||||||
| Payment | ( | ) | ( | ) | ||||
| Currency alignment | ||||||||
| At end of the year | ||||||||
| Lease liabilities: | ||||||||
| - Not later than one year | ||||||||
| - More than one year to five years | ||||||||
Details of the carrying amounts of right-of-use assets recognized and the movements during the financial year are disclosed in Note 7 to the financial statements.
The
lease liabilities at the end of the reporting period bear weighted average incremental borrowing rate of
F-41
Amount recognized in profit or loss as is follows:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Depreciation of right-of-use asset | ||||||||
| Interest expense on lease liabilities | ||||||||
| Lease expense not capitalised in lease liabilities: | ||||||||
| - Expense relating to short-term leases | ||||||||
| Total amount recognised in profit or loss | ||||||||
| 17 | BANK AND OTHER BORROWINGS |
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ||||||
| Payment | ( | ) | ( | ) | ||||
| Currency alignment | ||||||||
| At end of the year | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Bank borrowings | ||||||||
| - Current | ||||||||
| - Non-current | ||||||||
| Other borrowings – current | ||||||||
| Total borrowings | ||||||||
| The Company borrowings is presented as : | ||||||||
| Current | ||||||||
| Non-current | ||||||||
Notes:
| (A) | Bank borrowings: |
This is made up of the following loans:
| Loan 1 : | A principal amount of RM
During the financial year, the loan was derecognized following the disposal of the subsidiary to which the borrowing related. Accordingly, the outstanding loan balance was removed from the Group’s consolidated statement of financial position upon completion of the disposal. |
F-42
| Loan 2 : | A principal amount of RM
During the financial year, the loan was derecognized following the disposal of the subsidiary to which the borrowing related. Accordingly, the outstanding loan balance was removed from the Group’s consolidated statement of financial position upon completion of the disposal. |
The bank borrowings of the Company are secured against:
| a) | Guarantee in favour of the lender by Credit Guarantee Corporation (“CGC”) under the portfolio guarantee scheme for |
| b) | Corporate guarantee in favour of the lender by a company which Khoo Ter Kern @ Stanley Khoo, the director has interests; |
| c) | Assignment of single premium reducing term plan issued by Sun Life Malaysia Assurance Berhad under Khoo Ter Kern @ Stanley Khoo, a director of the Company, for the sum insured of not less than RM |
| d) | Jointly and severally guaranteed in favour of the lender by Khoo Ter Kern @ Stanley Khoo, a director of the Company. |
| (B) | Other borrowings |
This relates to redeemable preference shares issued by a subsidiary. The redeemable preference shares are liability in nature as the subsidiary has to redeem the shares at a particular date by paying agreed amount to the holder of the shares. Non-discretionary dividends paid on redeemable preference shares is recorded as expenses in income statement as any return paid towards liabilities is treated as an interest expense in the income statement.
The
redeemable preference shares have a face value of RM 600,000 representing
| 18 | WARRANT LIABILITIES |
As of December 31, 2024 and December 31, 2025, the Company had issued few types of warrants that are classified as financial liabilities in accordance with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.
Warrant – Exchange Listing
Pursuant to an advisory agreement entered
with Exchange Listing, LLC, a Nevada limited liability company, the Company issued a total of
Warrant – Series A and Series B
On January 17, 2024, the Company issued
an aggregate of
Detachable warrant – convertible note
On August 13, 2025, the Company entered
into a Securities Purchase Agreement (“SPA”) with Alumni Capital LP for the issuance of senior secured convertible notes with
an aggregate principal amount of up to US$
F-43
Detachable warrant – Equity line of credit “ELOC”
On May 21, 2025, the Company entered
into an Equity Line of Credit (“ELOC”) Purchase Agreement with Alumni Capital LP (“Alumni”), pursuant to which Alumni
committed to purchase up to US$
The warrant entitles the holder to acquire ordinary shares during the contractual exercise period. The exercise price is determined using a contractual formula based on the Company’s outstanding ordinary shares at the exercise date and includes cashless exercise and adjustment provisions. Management concluded that the warrant does not satisfy the fixed-for-fixed criterion under IAS 32 and is therefore classified as a derivative financial liability, which is initially recognised at fair value and subsequently measured at fair value through profit or loss (“FVTPL”) in accordance with IFRS 9. Changes in fair value are recognised in profit or loss.
As of December 31, 2025, the Company fully wrote off the carrying value of all three classes of warrants following the reverse stock split. As a result of the anti-dilution adjustments, the exercise prices of the warrants increased significantly and were substantially higher than the prevailing market price of the Company’s common shares. Accordingly, management concluded that it was highly unlikely that the warrant holders would exercise the warrants, as it would be more economical to purchase the Company’s common shares directly in the open market. Consequently, management determined that the warrants had no recoverable value and fully impaired their carrying amount.
Management assessed the classification of these instruments in accordance with the provisions of IAS 32 – Financial Instruments: Presentation. Under IAS 32, a contract that may result in the issuance of a variable number of shares does not meet the definition of an equity instrument and must instead be classified as a derivative financial liability, measured at fair value through profit or loss.
As the warrants contain contingent settlement provisions that could
result in variability in the settlement amount depending on the occurrence of uncertain future events, they do not qualify for equity
classification.
| Type of Warrants | Issued | Exercise | Written off | Remaining | ||||||||||||
| December 31, 2025 | Units | Units | Units | Units | ||||||||||||
| Series A | ( | ) | ||||||||||||||
| Series B | ( | ) | ||||||||||||||
| Exchange Listing | ( | ) | ||||||||||||||
| Type of Warrants | Issued | Exercise | Written off | Remaining | ||||||||||||
| December 31, 2025 | US$ | US$ | US$ | US$ | ||||||||||||
| Alumni Capital – Convertible notes detachable warrant | ||||||||||||||||
| Alumni Capital – ELOC detachable warrant | ||||||||||||||||
| Type of Warrant | Issued | Exercise | Remaining | |||||||||
| December 31, 2024 | ||||||||||||
| Exchange Listing | ||||||||||||
F-44
The Company applied a Black-Scholes and Monte
Carlo pricing model to estimate the fair value of the warrant liabilities.
| December 31, 2024 | December 31, 2025 | |||||||
| Exchange Listing | ||||||||
| Share price | US$ | | US$ | | ||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Series A | ||||||||
| Share price | US$ | US$ | ||||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Series B | ||||||||
| Share price | US$ | US$ | ||||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
| December 31, 2025 | ||||||||
| Alumni Capital – Convertible notes detachable warrant | ||||||||
Share price | US$ | |||||||
| Exercise price / warrant | US$ | |||||||
| Expected volatility | % | |||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | |||||||
F-45
| December 31, 2025 | ||||||||
| Alumni Capital – ELOC detachable warrant | ||||||||
| Share price | US$ | |||||||
| Exercise price / warrant | US$ | |||||||
| Expected volatility | % | |||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | |||||||
Movement of the fair value of the warrant liabilities during the year is as follows:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Additional | ||||||||
| Exercised | ( | ) | ( | ) | ||||
| Fair value change | ||||||||
| Written off | ( | ) | ||||||
| Currency realignment | ( | ) | ||||||
| At end of the year | ||||||||
| 19 | CONVERTIBLE NOTES LIABILITIES |
On August 13, 2025, the Company entered
into a Securities Purchase Agreement (“SPA”) with Alumni Capital LP for the issuance of senior secured convertible notes with
an aggregate principal amount of up to US$
Each convertible note is convertible into the Company’s ordinary shares in accordance with the conversion provisions set forth in the applicable note agreement. The notes were issued together with detachable warrants entitling the holder to subscribe for additional ordinary shares pursuant to a predetermined formula. To the extent a note is not converted prior to maturity, it is redeemable in accordance with its contractual terms.
During the year, the Company issued
four tranches of convertible notes. Tranches 1, 2 and 3 were fully converted into the Company’s ordinary shares. Alumni Capital
LP confirmed that the Tranche 1 note of US$
As of December 31, 2025, Tranche 4,
with an original principal amount of US$
F-46
Movement of the fair value of the convertible notes liabilities during the year is as follows:
| December 31, 2025 | ||||||||
| US$ | ||||||||
| At beginning of the year | ||||||||
| Addition | ||||||||
| Interest expenses incurred | ||||||||
| Exercised | ( | ) | ||||||
| Fair value change | ||||||||
| At end of the year | ||||||||
| 20 | SHARE CAPITAL |
| December 31, 2024 | December 31, 2025 | December 31, 2024 | December 31, 2025 | |||||||||||||
| Number of ordinary shares * | Number of ordinary shares * | US$ | US$ | |||||||||||||
| Paid up capital: | ||||||||||||||||
| At January 1 | ||||||||||||||||
| Issuance of shares (1) | ||||||||||||||||
| Issuance of shares (2) | ||||||||||||||||
| Issuance of shares (3) | ||||||||||||||||
| Issuance of shares (4) | ||||||||||||||||
| Issuance of shares (5) | ||||||||||||||||
| Issuance of shares (6) | ||||||||||||||||
| Issuance of shares (7) | ||||||||||||||||
| Issuance of shares (8) | ||||||||||||||||
| Issuance of shares (9) | ||||||||||||||||
| Issuance of shares (10) | ||||||||||||||||
| Issuance of shares (11) | ||||||||||||||||
| Issuance of shares (12) | ||||||||||||||||
| Issuance of shares (13) | ||||||||||||||||
| Issuance of shares (14) | ||||||||||||||||
| Issuance of shares (15) | ||||||||||||||||
| Issuance of shares (16) | ||||||||||||||||
| Issuance of shares (17) | ||||||||||||||||
| Issuance of shares (18) | ||||||||||||||||
| Issuance of shares (19) | ||||||||||||||||
| Issuance of shares (20) | ||||||||||||||||
| Issuance of shares (21) | ||||||||||||||||
| Issuance of shares (22) | ||||||||||||||||
| Issuance of shares (23) | ||||||||||||||||
| Issuance of shares (24) | ||||||||||||||||
| Issuance of shares (25) | ||||||||||||||||
| Issuance of shares (26) | ||||||||||||||||
| Issuance of shares (27) | ||||||||||||||||
| Currency realignment | ( | ) | ||||||||||||||
| At December 31 | ||||||||||||||||
| * |
F-47
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
| (13) |
| (14) |
F-48
| (15) |
| (16) |
| (17) |
| (18) |
| (19) |
| (20) |
| (21) |
| (22) |
| (23) |
| (24) |
| (25) |
| (26) |
| (27) | From October 31, 2025 until November 11, 2025, |
F-49
| 21 | CAPITAL RESERVE |
This is in relation to merger reserves.
The merger reserve represents effects of changes in ownership interests in subsidiaries when there is no change in control. Under merger accounting, the assets, liabilities, revenue, expenses and cash flows of all the entities within the Company are combined after making such adjustments as are necessary to achieve consistency of accounting policies. This manner of presentation reflects the economic substance of combining companies, which were under common control throughout the relevant period, as a single economic enterprise.
| 22 | FAIR VALUE RESERVE |
Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets, FVOCI until it is disposed of and is distributable.
| 23 | TRANSLATION RESERVE |
The translation reserve comprises all foreign exchange differences arising from the translation of the consolidated financial statements of foreign operations whose functional currency is different from that of the Company’s presentation currency and is non-distributable.
| 24 | REVENUE |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Business strategy consultancy | ||||||||||||
| Technology development | ||||||||||||
| Solutions and consultancy | ||||||||||||
| Interest income | ||||||||||||
| Other revenue * | ||||||||||||
| Total | ||||||||||||
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Point in time | ||||||||||||
| Over time | ||||||||||||
| Total | ||||||||||||
| * |
F-50
| 25 | OTHER INCOME |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Interest income | ||||||||||||
| Foreign exchange gain, net | ||||||||||||
| IPO conference | ||||||||||||
| Reimbursement income for expenses incurred | ||||||||||||
| Reversal of impairment allowance on trade and other receivables | ||||||||||||
| Reversal of impairment allowance on loan receivables | ||||||||||||
| Rental income | ||||||||||||
| Compensation for decline in share value | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
| 26 | COST OF SERVICES |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Consultant fee | ||||||||||||
| IT expenses | ||||||||||||
| Subscription fee | ||||||||||||
| Referral fee | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
The “consultant fee” refers to the Company costs incurred from assisting its clients, in engaging all the relevant professionals required during the listing process, including but not limited to legal counsel, auditors, finance consultants, US capital markets consultant, which such consultant fee payment shall be included and be treated as part of our consultation services for its clients during the IPO’s process.
The IT expenses refer to the costs incurred for the technology-related resources and services. These include hardware, cloud services, subcontractor cost, IT consultancy service from outside expert and so on. IT expenses have increased dramatically compared to the previous year due to the increase in IT projects and lack of internal resources, thus highly dependent on outside IT subcontractors.
F-51
| 27 | EMPLOYEE BENEFIT EXPENSE |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Wages and salaries | ||||||||||||
| Defined contribution plans | ||||||||||||
| Share-based compensation awards | ||||||||||||
| Directors’ fees | ||||||||||||
| Other short-term benefits | ||||||||||||
| Total | ||||||||||||
Included in share-based compensation
awards, and directors’ fees are amounts of US$
Included in the employee benefit expenses is remuneration and benefits to key management personnel of the Company (including the remuneration and benefits of certain executive directors).
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Wages and salaries | ||||||||||||
| Defined contribution plans | ||||||||||||
| Share-based compensation awards* | ||||||||||||
| Directors’ fees | ||||||||||||
| Other short-term benefits | ||||||||||||
| Total | ||||||||||||
| * |
Employee Share Option Plan (“ESOP”)
On
October 8, 2025, the Board of Directors of the Company approved the Employees’ Share Option Plan (“ESOP”), which became effective
on the same date. The ESOP was established to attract, retain and motivate qualified employees, align employees’ interests with those
of shareholders, and provide long-term incentive compensation linked to the Company’s performance. The aggregate number of ordinary shares
available for issuance under the ESOP shall not exceed
The ESOP permits settlement by either:
| ● | cash exercise, whereby the option holder pays the exercise price in cash; or |
| ● | cashless exercise, whereby the Company issues a net number of shares calculated based on the market price of the Company’s ordinary shares at the exercise date and the applicable exercise price. |
F-52
Options granted under the ESOP may be subject to service and performance conditions. Unless otherwise specified in the applicable Letter of Grant, vesting is generally based on continued employment and the achievement of key performance indicators (“KPIs”) established by the ESOP Committee.
Option holders do not have voting rights, dividend rights or other shareholder rights until the underlying ordinary shares are issued upon exercise of the options. Unless otherwise determined by the Board or the ESOP Committee, unexercised options lapse upon resignation or termination of employment.
The ESOP has an initial term of five years from the effective date and may be extended by the Board for an additional five-year period.
As at December 31, 2025, all granted options have been fully exercised and no more outstanding options.
Share-Based Compensation to Directors and Management
During the year ended December 31, 2025, the Company granted ordinary shares to certain directors and members of senior management as performance-based compensation for services rendered. These equity-settled awards were issued in lieu of cash compensation and bonuses.
The fair value of the shares granted was measured based on the quoted market price of the Company’s ordinary shares on the respective grant dates. As the awards vested immediately upon grant and were not subject to any further service or performance conditions, the Company recognized the full grant-date fair value as share-based compensation expense upon issuance in accordance with IFRS 2, Share-based Payment.
For
the year ended December 31, 2025, the Company recognized share-based compensation expense of US$
| 28 | FINANCE COST |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Interest expenses on: | ||||||||||||
| Bank borrowings | ||||||||||||
| Lease liabilities | ||||||||||||
| Other borrowings | ||||||||||||
| Convertible notes | ||||||||||||
| Bank charges for investment securities | ||||||||||||
| Total | ||||||||||||
F-53
| 29 | OTHER OPERATING EXPENSES |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Regulatory compliance and statutory cost | ||||||||||||
| License fee | ||||||||||||
| Changes on fair value of warrant liabilities | ||||||||||||
| Bad debt written off | ||||||||||||
| Bank charges | ||||||||||||
| Entertainment | ||||||||||||
| Event fees | ||||||||||||
| Foreign exchange loss, net | ||||||||||||
| Fair value changes in derivative liabilities | ||||||||||||
| Fair value loss financial assets, FVPL | ||||||||||||
| Impairment loss of intangible assets | ||||||||||||
| Intangible assets written off | ||||||||||||
| Loss on disposal of controlling interest in subsidiaries | ||||||||||||
| Marketing expenses | ||||||||||||
| Software and website usage fee | ||||||||||||
| Staff welfare | ||||||||||||
| Office expenses | ||||||||||||
| Recruitment fees | ||||||||||||
| Referral fees | ||||||||||||
| Research and development expenses | ||||||||||||
| Travelling expenses | ||||||||||||
| Upkeep of office equipment | ||||||||||||
| Net investment loss (1) | ||||||||||||
| Total | ||||||||||||
| (1) |
F-54
| 30 | INCOME TAX BENEFIT/EXPENSE |
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Current income tax expense | ||||||||||||
| Deferred tax | ( | ) | ||||||||||
| Over provision in prior year | ( | ) | ( | ) | ( | ) | ||||||
| Income tax (benefit)/expense | ( | ) | ||||||||||
The tax on the Company’s profit before income tax differs from the theoretical amount that would arise using the Malaysia’s standard rate of income tax as follows
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Profit /(Loss) before income tax | ( | ) | ||||||||||
| Tax calculated at tax rate of | ( | ) | ||||||||||
| Effects of: | ||||||||||||
| - Non-taxable income | ( | ) | ( | ) | ||||||||
| - Unutilised tax losses forfeited | ||||||||||||
| - Unabsorbed tax losses | ||||||||||||
| - Expenses not deductible for tax purposes | ||||||||||||
| Deferred tax | ( | ) | ||||||||||
| Over provision in prior year | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | |||||||||||
As at December 31, 2025, the Company
had unutilised tax losses carried forward of US$
The tax losses can be carried forward
for
Management will continue to review the future profitability of the entities concerned to assess whether the recognition criteria for deferred tax assets are met.
| 31 | OPERATING LEASE |
| December 31, 2023 |
December 31, 2024 |
December 31, 2025 |
||||||||||
| US$ | US$ | US$ | ||||||||||
| Short-term leases | ||||||||||||
The Company has elected not to recognise right-of-use assets and lease liabilities for certain short-term leases that have lease terms of 12 months or less. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.
F-55
| 32 | SIGNIFICANT RELATED PARTY TRANSACTIONS |
Related companies in these financial statements refer to members of the ultimate holding company’s group of companies.
Some of the Company’s transactions
and arrangements are between members of the Company and the effect of these on the basis determined between the parties is reflected in
these financial statements.
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Balance with related parties (common shareholders) | ||||||||||||
| Trade receivables | ||||||||||||
| Hoo Voon Him | ||||||||||||
| V Invesco Sdn Bhd | ||||||||||||
| Non-trade receivables | ||||||||||||
| VHKL Private Capital Limited (known as VCI Global Brands Limited) | ||||||||||||
| Total amount due from related parties | ||||||||||||
| Non-trade payables | ||||||||||||
| Hoo Voon Him | ||||||||||||
| Stanley Khoo | ||||||||||||
| Noraini Binti Aripin | ||||||||||||
| V Capital Sdn Bhd | ||||||||||||
| Elmu Higher Education Sdn Bhd | ||||||||||||
| Total amount due to related parties | ||||||||||||
Amount due from /(to) related parties are not expected to be repaid within the next 12 months.
F-56
Transactions with related parties
The following represents the significant related party transactions for the years ended December 31, 2023, 2024 and 2025.
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||||||||
| Relationship | Nature | Description | US$ | US$ | US$ | |||||||||||||
| V Capital Sdn Bhd | ||||||||||||||||||
| V Capital Sdn Bhd | ( | ) | ||||||||||||||||
| Hoo Voon Him | ( | ) | ( | ) | ( | ) | ||||||||||||
| Hoo Voon Him | ( | ) | ||||||||||||||||
| Noraini Binti Aripin | ( | ) | ||||||||||||||||
| Stanley Khoo | ( | ) | ||||||||||||||||
| VHKL Private Capital Limited | ||||||||||||||||||
| Elmu Higher Education Sdn Bhd | ( | ) | ||||||||||||||||
F-57
| 33 | OPERATING SEGMENTS |
Services from which reportable segments derive their revenues reported to the Company’s chief operating decision maker (CODM – Hoo Voon Him) for the purposes of resource allocation and assessment of segment performance focuses on the types of services provided. Management has chosen to organise the Company around differences in services. Revenue from business strategy consultancy and from Solutions and consultancy is aggregated and reported as one single operating segment for reporting purposes.
Segment revenues and results
| Revenue | Net profit/(loss) | |||||||||||||||||||||||
| December 31, 2023 | December 31, 2024 | December 31, 2025 | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Business strategy consultancy | ( | ) | ||||||||||||||||||||||
| Technology development, solutions and consultancy | ( | ) | ||||||||||||||||||||||
| Interest income | ( | ) | ||||||||||||||||||||||
| Others | ( | ) | ||||||||||||||||||||||
| Total | ( | ) | ||||||||||||||||||||||
| Other gains and losses | ( | ) | ( | ) | ||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Profit before income tax | ( | ) | ||||||||||||||||||||||
| Income tax benefit/(expense) | ( | ) | ( | ) | ||||||||||||||||||||
| Profit for the year | ( | ) | ||||||||||||||||||||||
Revenue reported above represents revenue generated from external customers, there were no inter-segment sales in 2023, 2024 and 2025.
The accounting policies of the reportable segments are the same as the Company’s accounting policies described in Note 2. Segment profit represents the profit earned by each segment without allocation of central administration costs, finance income, finance cost and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
Segment assets
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Business strategy consultancy | ||||||||||||
| Technology development, solutions and consultancy | ||||||||||||
| Interest income | ||||||||||||
| Investments and others | ||||||||||||
| Unallocated assets | ||||||||||||
| Consolidated total assets | ||||||||||||
No geographical segment information presented as Company’s operations are conducted predominantly in Malaysia.
F-58
| 34 | FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT |
| a) | Categories of financial instruments |
The following table sets out the financial instruments as at the end of the reporting period:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Financial assets | ||||||||
| Cash and bank balances | ||||||||
| Trade and other receivables (excluding prepayments) | ||||||||
| Inventories | ||||||||
| Loan receivables | ||||||||
| Finance assets, at fair value through other comprehensive income | ||||||||
| Amount due from related parties | ||||||||
| Financial liabilities | ||||||||
| Trade and other payables | ||||||||
| Bank and other borrowings | ||||||||
| Amount due to related parties | ||||||||
| Convertible notes liabilities | ||||||||
| Warrant liabilities | ||||||||
| b) | Financial instruments subject to offsetting, enforceable master netting arrangements and similar agreements |
The Company does not have any financial instruments which are subject to enforceable master netting arrangements or similar netting agreements.
| c) | Financial risk management policies and objectives |
Management monitors and manages the financial risks relating to the operations of the Company to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.
| (i) | Market risk management |
The Company’s activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.
There has been no significant change to the Company’s exposure to market risk or the manner in which it manages and measures the risk.
| (ii) | Foreign currency risk management |
The Company also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.
The currency exposure of financial assets and financial liabilities denominated in currencies other than the Company’s functional currency is as follows:
| Assets | Liabilities | |||||||||||||||
| December 31, 2024 |
December 31, 2025 |
December 31, 2024 |
December 31, 2025 |
|||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Singapore Dollar | ||||||||||||||||
| Malaysia ringgit | ||||||||||||||||
F-59
Foreign currency sensitivity
The following table details the sensitivity
to a
| December 31, 2024 |
December 31, 2025 |
|||||||
| US$ | US$ | |||||||
| Singapore Dollar | |
|||||||
| Malaysia ringgit | ||||||||
| (iii) | Interest rate risk management |
The Company is exposed to interest rate risk as the Company has interest-bearing bank loans. The interest rates and terms of repayment of the loans are disclosed in Note 15. The Company currently does not have an interest rate hedging policy.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period. A 50 (2024: 50) basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates on loans had been
50 (2024: 50) basis points higher/lower and all other variables were held constant, the Company’s profit for the year would decrease/increase
by approximately US$
| (iv) | Credit risk management |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. At the end of each reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the statements of financial position.
In order to minimise credit risk, the Company has delegated its finance team to develop and maintain the Company’s credit risk grading to categorise exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Company’s own historical repayment records to rate its major customers and debtors. The Company’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
The Company’s current credit risk grading framework comprises the following categories:
| Category | Description | Basis for recognising ECL | ||
| Performing | ||||
| Doubtful | not credit-impaired | |||
| In default | ||||
| Write-off |
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For trade and loan receivables, the Company has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Company determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).
As at the end of the reporting period, the allowance for ECL is disclosed in Note 11 and 13 to the financial statements.
| (v) | Liquidity risk management |
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds.
In assessing our liquidity, we monitor and analyse our cash and cash equivalents and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and related parties.
Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months from end of the reporting period. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.
The Company maintains sufficient cash and cash equivalents, and internally generated cash flows to finance their activities.
Liquidity risk analysis
Non-derivative financial liabilities
The following table details the remaining
contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal
cash flows.
| Weighted | On | |||||||||||||||
| average | demand | |||||||||||||||
| effective | or within | Within | ||||||||||||||
| interest rate | 1 year | 2 to 5 years | Total | |||||||||||||
| % | US$ | US$ | US$ | |||||||||||||
| 2025 | ||||||||||||||||
| Non-interest bearing | ||||||||||||||||
| Fixed interest rate | ||||||||||||||||
| Variable interest rate | ||||||||||||||||
| Total | ||||||||||||||||
| 2024 | ||||||||||||||||
| Non-interest bearing | ||||||||||||||||
| Fixed interest rate | ||||||||||||||||
| Variable interest rate | ||||||||||||||||
| Total | ||||||||||||||||
| 2023 | ||||||||||||||||
| Non-interest bearing | ||||||||||||||||
| Fixed interest rate | ||||||||||||||||
| Variable interest rate | ||||||||||||||||
| Total | ||||||||||||||||
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| (vi) | Fair value of financial assets and financial liabilities |
Management considers that the carrying amounts of Company’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair value of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
The fair value of non-current financial liabilities approximate their fair value due to frequent re-pricing of the interest rates, which are similar to other market instruments.
| (d) | Capital risk management policies and objectives |
Management manages its capital to ensure that the Company will be able to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital.
The capital structure of the Company consists of equity attributable to owners of the Company, comprising issued share capital, capital reserve, fair value reserve, translation reserve and retained earnings, as disclosed in the notes to financial statements.
Management monitors capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debt is calculated as borrowings plus trade and other payables
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Total debts | ||||||||
| Total equity | ||||||||
| Debt-to-equity % | % | % | ||||||
The Company is not subject to externally imposed capital requirements for the financial years ended December 31, 2024 and 2025.
The Company’s overall strategy remains unchanged from prior years.
| (e) | Concentrations |
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivables. The Company conducts credit evaluations of their customers, and generally does not require collateral or other security from them. The Company evaluates their collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of their customers to minimize collection risk on accounts receivable.
The following table sets forth a summary of single customers who represent 10% or more of the Company’s total revenue:
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Amount of the Company’s revenue: | ||||||||||||
| Customer A | ||||||||||||
| Customer B | ||||||||||||
| Customer C | ||||||||||||
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The following table sets forth a summary of single customers who represent 10% or more of the Company’s total trade receivable:
| December 31, 2024 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Amount of the Company’s trade receivable: | ||||||||
| Customer A |
| * | Revenue from relevant customer was less than 10% of the Company’s total revenue for the respective year. |
| 35 | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS |
The carrying amounts and fair values of the Company’s financial instruments, other than those with carrying amounts that reasonably approximate to fair value, are as follows:
| Carrying amount | Fair value | |||||||||||||||||||||||
| December 31, 2023 | December 31, 2024 | December 31, 2025 | December 31, 2023 | December 31, 2024 | December 31, 2025 | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Financial assets, at fair value through profit or loss | ||||||||||||||||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||
| Convertible notes liabilities | - | - | - | - | ||||||||||||||||||||
| Warrant liabilities | ||||||||||||||||||||||||
Management has assessed that the fair value of financial assets measured at fair value through other comprehensive income approximate to their carrying amounts largely due to the independent valuation performed and valuation technique that take into account key inputs such as P/E multiples, long-term growth rate and discount rate etc.
At each reporting date, management analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation.
The valuation procedures applied include consideration of recent transactions in the same security or financial instrument, recent financing of the investee companies, economic and market conditions, current and projected financial performance of the investee companies, and the investee companies’ management team as well as potential future strategies to realize the investments.
Management believes that the estimated fair values resulting from the valuation technique, which are recorded in the consolidated statements of financial position, and the related changes in fair values, which are recorded in profit or loss and other comprehensive income, are reasonable, and that they were the most appropriate values at the end of the reporting periods.
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Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Company’s financial instruments:
Assets measured at fair value:
| Fair value measurement using | ||||||||||||||||
| Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| December 31, 2024 | ||||||||||||||||
| Financial assets, at fair value through profit or loss | ||||||||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||||||
| Financial liabilities, at fair value through profit or loss | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||||||
| Financial liabilities, at fair value through profit or loss | ||||||||||||||||
The movement in the fair value measurements within Level 1 during the years are as follow:
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||
| At January 1 | ||||||||||||
| Additions | ||||||||||||
| Disposals | ( | ) | ( | ) | ( | ) | ||||||
| Disposal of controlling subsidiaries | ( | ) | ||||||||||
| Fair value changes recognized in other comprehensive income/(loss) | ||||||||||||
| Currency realignment | ||||||||||||
| At December 31 | ||||||||||||
During the year, YY Group Holding Limited was successfully listed on Nasdaq, resulting in the fair value measurement moving from Level 3 to Level 1. The investment was subsequently disposed of within the same year.
There were no transfers between Level 1 and Level 2 during the financial year ended December 31, 2023, 2024 and 2025.
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The movement in fair value measurements within Level 3 during the years are as follow:
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||
| At January 1 | ||||||||||||
| Addition | ||||||||||||
| Disposal | ( | ) | ( | ) | ||||||||
| Transfer to level 1 | ( | ) | ( | ) | ||||||||
| Disposal of controlling subsidiaries | ( | ) | ||||||||||
| Fair value changes recognized in other comprehensive income | ( | ) | ( | ) | ||||||||
| Currency realignment | | ( | ) | |||||||||
| At December 31 | ||||||||||||
There were no transfers between Level 2 and Level 3 during the financial year ended December 31, 2025 and 2024.
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Financial liabilities, at fair value through profit and loss | ||||||||||||
| At January 1 | ||||||||||||
| Addition | ||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ||||||
| Currency realignment | ( | ) | ||||||||||
| At December 31 | ||||||||||||
| 36 | RECONCILIATIONS OF LIABILITIES ARISING FROM FINANCING ACTIVITIES |
| At beginning of year | Addition | Disposal | Payment | Interest charges | Interest paid | Currency alignment | At end of year | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||||
| Bank borrowings | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other borrowings | ( | ) | ||||||||||||||||||||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
F-65
| At beginning of year |
Principal | Interest charges |
Interest paid |
At end of year |
||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | ||||||||||||||||
| 2024 | ||||||||||||||||||||
| Bank borrowings | ( |
) | ( |
) | ||||||||||||||||
| Lease liabilities | ( |
) | ( |
) | ||||||||||||||||
| Other borrowings | - | |||||||||||||||||||
| ( |
) | ( |
) | |||||||||||||||||
| 37 | EARNINGS PER SHARE |
On November 5, 2024, the Company effected
Subsequently on February 27, 2026, the Company effected 60-for-1 reverse share split exercise. The reverse share split did not affect the total amount of shareholders’ equity.
In accordance with IAS 33, the weighted average number of outstanding shares used in the calculation of basic and diluted earnings per share for all prior periods presented has been retroactively adjusted to reflect both reverse share split exercises. This adjustment ensures comparability across all reporting periods.
The Company had outstanding warrants, convertible notes, and share options that could potentially dilute earnings per share in future periods.
For the year ended December 31, 2025, these potentially dilutive securities were excluded from the computation of diluted loss per share because the Company incurred a net loss during the year, and their inclusion would have been anti-dilutive. Accordingly, diluted loss per share is the same as basic loss per share.
The following table presents the impact of the reverse share splits on earnings per share:
| Year ended | As Previously Reported |
Adjusted for Reverse Share Split |
||||||
| Earnings per share – basic and diluted* | ||||||||
| December 31, 2023 (US$) | ||||||||
| December 31, 2024 (US$) | ||||||||
| Weighted average number of ordinary shares used in computing earnings – basic and diluted* | ||||||||
| December 31, 2023 (Number of ordinary shares) | ||||||||
| December 31, 2024 (Number of ordinary shares) | ||||||||
| 38 | SUBSEQUENT EVENTS |
The Company evaluated all events and transactions that occurred after December 31, 2025 up through July 3, 2026, which is the date that these consolidated financial statements are available for distribution. Other than the events disclosed below:
| ● | On January 16, 2026, |
F-66
| ● | On February 24, 2026, |
| ● | On February 24, 2026, |
| ● | On March 17, 2026, |
| ● | During January 21, 2026, until March 4, 2026, |
| ● | During March 6, 2026, until June 26, 2026, |
| ● | On March 11, 2026, |
| ● | On March 11, 2026 and March 31, 2026, |
| ● | On April 6, 2026, |
| ● | From May 20, 2026, until May 26, 2026, |
| ● | On June 3, 2026, |
| ● | On June 4, 2026, |
| ● | On March 11, 2026, and June 5, 2026, |
| ● | On April 30, 2026, |
F-67