UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission File No. 001-41678
VCI Global Limited
(Name of registrant)
Suite 33.03 of Level 33, Menara Exchange 106,
Lingkaran TRX, Tun Razak Exchange,
55188 Kuala Lumpur, Malaysia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This report on Form 6-K (“Form 6-K Report”) shall be deemed to be incorporated by reference into the shelf registration statement on Form F-3, as amended (Registration Number 333-279521) of VCI Global Limited, a British Virgin Islands business company (the “Company”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2024 (the “Shelf Registration Statement”), the registration statement on Form F-3, as amended (Registration Number 333-282353) of the Company, declared effective by the SEC on October 7, 2024 (the “Registration Statement”) and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement or Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this Form 6-K Report is an Operating and Financial Review for the Company and its subsidiaries six month periods ended June 30, 2025 and 2024, respectively.
Attached as Exhibit 99.2 to this Form 6-K Report are the Condensed Consolidated Interim Financial Statements (Unaudited) of the Company as of June 30, 2025 and for the six-month periods ended June 30, 2025 and 2024, respectively.
Forward Looking Statements
This Report on Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to future performance and anticipated financial impacts. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Registrant’s Form 20-F (001-41678) filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2025 (the “Form 20-F”) and in the Registrant’s other filings with the SEC. The Registrant cautions that the foregoing factors are not exclusive. The Registrant cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Registrant does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Operating and Financial Review of VCI Global Limited and its subsidiaries for the six months ended June 30, 2025 and 2024. | |
| 99.2 | Condensed Consolidated Interim Financial Statements (Unaudited) of VCI Global Limited and its subsidiaries as of June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 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). |
SIGNATURES
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 06, 2025
| VCI Global Limited | ||
| By: | /s/ Victor Hoo | |
| Name: | Victor Hoo | |
| Title: | Director, Executive
Chairman and Chief Executive Officer |
|
Exhibit 99.1
OPERATING AND FINANCIAL REVIEW OF VCI GLOBAL LIMITED AND ITS SUBSIDIARIES.
The following discussion and analysis are intended to help investors understand the significant factors affecting our results of operations, financial condition, liquidity and capital resources. You should read this discussion together with our interim unaudited condensed financial statements and related notes in Exhibit 99.2 of this Current Report on Form 6-K (this “Form 6-K”). Also read our audited consolidated financial statements and related notes included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (“2024 Form 20-F, filed with the Securities and Exchange Commission on May 13, 2025. The following discussion and analysis contain forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in the 2024 Form 20-F.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2025 and for the six months ended June 30, 2025 and June 30, 2024.
Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. Any monetary amounts listed in the paragraphs of the following discussion and analysis are approximate figures taken from the applicable table.
Overview
We are a multi-disciplinary consulting 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 solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore and the United States.
| A. | Operating Results |
Results of Operations
The results of operations presented below should be reviewed in conjunction with our interim unaudited condensed financial statements and related notes in Exhibit 99.2 of this Form 6-K. The following table sets forth our results of operations for the periods indicated:
| Six
months ended June 30, 2025 |
Six
months ended June 30, 2024 |
|||||||||||||||
| RM | US$ | RM | US$ | |||||||||||||
| Revenue | 78,963,971 | 18,744,266 | 61,483,330 | 13,033,862 | ||||||||||||
| Revenue – related party | - | - | 3,268,262 | 692,839 | ||||||||||||
| Total revenue | 78,963,971 | 18,744,266 | 64,751,592 | 13,726,701 | ||||||||||||
| Other income | 1,714,372 | 406,953 | 491,401 | 104,172 | ||||||||||||
| Cost of services | (15,431,359 | ) | (3,663,057 | ) | (3,981,563 | ) | (844,052 | ) | ||||||||
| Depreciation of property and equipment and right-of-use assets | (871,637 | ) | (206,907 | ) | (510,568 | ) | (108,235 | ) | ||||||||
| Amortization of intangibles assets | (995,845 | ) | (236,391 | ) | - | |||||||||||
| Directors’ fees | (14,748,787 | ) | (3,501,030 | ) | (10,672,584 | ) | (2,262,483 | ) | ||||||||
| Employee benefits expenses | (11,010,726 | ) | (2,613,698 | ) | (7,705,426 | ) | (1,633,475 | ) | ||||||||
| Provision for allowance for expected credit losses on trade and other receivables | (3,377,614 | ) | (801,769 | ) | (368,459 | ) | (78,110 | ) | ||||||||
| Provision for allowance for expected credit losses on loan receivables | (117,029 | ) | (27,780 | ) | - | - | ||||||||||
| Rental expenses | (200,895 | ) | (47,688 | ) | (269,160 | ) | (57,059 | ) | ||||||||
| Legal and professional fees | (4,469,259 | ) | (1,060,901 | ) | (3,531,157 | ) | (748,571 | ) | ||||||||
| Finance cost | (50,012 | ) | (11,872 | ) | (28,786 | ) | (6,102 | ) | ||||||||
| Other operating expenses | (9,760,217 | ) | (2,316,855 | ) | (11,935,191 | ) | (2,530,143 | ) | ||||||||
| Profit before income tax | 19,644,963 | 4,663,271 | 26,240,099 | 5,562,643 | ||||||||||||
| Income tax expense | - | - | (826,402 | ) | (175,189 | ) | ||||||||||
| Profit for the period | 19,644,963 | 4,663,271 | 25,413,697 | 5,387,454 | ||||||||||||
Revenue
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.
Depending on the terms of the service engagement contract, our revenues are derived from a few principal types of billing arrangements as explained below:
Business consultancy
| ● | Retainer engagements |
In our retainer based engagements, the client is billed according to the predetermined fees and billing period. The retainer fee is determined based on amongst others, the value, complexity and scale of the engagement. Throughout the period of the retainer engagement, we provide clients with holistic business or technology consulting services. It is the client’s expectation in these engagements that the pre-established fee will not be exceeded except in mutually agreed upon circumstances.
| ● | Performance-based fees |
In performance-based billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services. Generally, the client agrees to pay a fixed fee over the specified services engaged. We set the fees based on our estimates of the complexity, scale, costs and the time it would take to complete the engagements.
| ● | Success fees |
Similar to performance-based fees, success fees engagements generally tie fees to the attainment of contractually defined objectives or upon the closing of a project. We agree to a pre-established fee in exchange for a predetermined milestone. Success fee revenues may cause variations in our revenues and operating results due to the timing of achieving the criteria. Generally, success fee is either attained in the form of cash or shares in our clients’ companies. The latter opens the door for our clients and us to capitalize on forward-looking opportunities, to grow and to thrive together.
Technology consultancy
Software is key to business efficiency as the right software solutions make a world of difference in the day-to-day business operations. Our aim is to optimize businesses’ operations with the right, cost-effective software solutions that improve business efficiency and productivity while reducing operating costs and saving time.
| ● | Consulting fees |
Clients are billed according to a predetermined consulting fee for a period of engagement. The consulting fee is determined based on amongst others the value, complexity, applicable program, required information technology (“IT”) professionals and skills, and the scale of the engagement. Throughout the engagement, we provide clients holistic technology consulting services. The right software solutions add value to business practices, and we achieve that by identifying and understanding the kinds of software most suited to the size, needs, and requirements of the client’s business and industry.
| ● | Development fees |
In our Technology segment, certain clients are billed based on the proprietary software developed in accordance with the requirements of the clients. We provide bespoke and customized program, software, and website development tailored to the needs of the clients’ business in facilitating the adoption and integration of technology to boost their business performance.
| ● | White label technology fees |
Our revenue under the technology segment also stems from providing white label technology whereby we purchase ready-made licensed software products and thereafter execute our rebranding and develop white label software that meets our clients’ needs. Apart from that, according to our clients’ requirements, we provide customization services on ready-made software.
| ● | Software-as-a-Service (SaaS) |
Moving forward, we have plans to expand our revenue model by adding SaaS via the development of a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted.
The table below sets forth details of our revenue for the periods indicated.
| Six
months ended June 30, 2025 |
Six
months ended June 30, 2024 |
Change | ||||||||||||||
| RM | US$ | RM | % | |||||||||||||
| Business strategy consultancy fee | 34,064,797 | 8,086,215 | 52,647,479 | (35 | ) | |||||||||||
| Technology development, solutions and consultancy | 39,357,954 | 9,342,691 | 8,250,188 | 377 | ||||||||||||
| Interest income | 5,359,512 | 1,272,227 | 3,193,950 | 68 | ||||||||||||
| Others | 181,708 | 43,133 | 659,975 | (72 | ) | |||||||||||
| Total revenue | 78,963,971 | 18,744,266 | 64,751,592 | 22 | ||||||||||||
Our revenue increased by RM14.2 million, or 21.95%, to RM79 million (US$18.7 million) for the six months ended June 30, 2025 compared to RM64.8 million (US$13.7 million) for the six months ended June 30, 2024, which was primarily due to the increase in revenue from Technology Development, Solutions and Consultancy and interest income.
The revenue from business strategy consultancy fee decreased by RM18.6 million, or 35%, to RM34 million (US$8.1 million) for the six months ended June 30, 2025 compared to RM52.6 million (US$11.2 million) for the six months ended June 30, 2024. This is primarily attributable to the completion of multiple business consultancy projects by the end of 2024. The Group has secured a few new projects as of June 30, 2025 but they are still at early phase.
Technology development, solutions and consultancy revenue increase by RM31.1 million, or 377% to RM39.4 million (US$9.3 million) for the six months ended June 30, 2025 compared to RM8.3 million (US$1.7 million) for the six months ended June 30, 2024. The increase is due to the completion of multiple IT projects and the secure of few new IT projects as of June 30, 2025.
The revenue from interest income increased by RM2.2 million, or 68%, to RM 5.4 million (US$1.27 million) for the six months ended June 30, 2025 compared to RM3.2 million (US$677 thousand) for the six months ended June 30, 2024. The increase is due to our expansion of our loan portfolios as of June 30, 2025.
Revenue from other services consists of management fees and marketing-related services. The revenue from other services decreased by RM478 thousand, or 72.47%, to RM182 thousand (US$43 thousand) for the six months ended June 30, 2025 compared to RM660 thousand (US$140 thousand) for the six months ended June 30, 2024.
Other income
| Six
months ended June 30, 2025 |
Six
months ended June 30, 2024 |
Change | ||||||||||||||
| RM | US$ | RM | % | |||||||||||||
| Interest income | 19,435 | 4,613 | 3,771 | 415 | ||||||||||||
| Gain on forex | 768,785 | 182,492 | 352,100 | 118 | ||||||||||||
| Reimbursement income for expenses incurred | - | - | 44,377 | (100 | ) | |||||||||||
| Reversal of impairment allowance on other receivables | 625,137 | 148,393 | 64,384 | 871 | ||||||||||||
| Rental income | 295,000 | 70,026 | - | 100 | ||||||||||||
| Others | 6,015 | 1,429 | 26,769 | (78 | ) | |||||||||||
| Total | 1,714,372 | 406,953 | 491,401 | 249 | ||||||||||||
Other income was RM1.71 million (US$407 thousand) and RM491 thousand (US$104 thousand) for the six months ended June 30, 2025 and for the six months ended June 30, 2024 respectively.
Interest income represents to the interest earned from bank fixed deposit placements and current account balances. Interest income increased by RM15.7 thousand, or 415%, to RM19.4 thousand (US$4.6 thousand) for the six months ended June 30, 2025, compared to RM3.8 thousand (US$ 799) for the six months ended June 30, 2024.
The reversal of impairment allowance on other receivables represents amounts previously provided for in the financial year ended December 31, 2024, which were subsequently recovered during the six months ended June 30, 2025. The reversal was mainly due to successful collection efforts and improved credit assessments of certain customers during the period.
Cost of services
The table below sets forth details of our cost of revenue for the period indicated.
| Six
months ended June 30, 2025 |
Six
months ended June 30, 2024 |
Change | ||||||||||||||
| RM | US$ | RM | % | |||||||||||||
| Consultant fee | 1,060,007 | 251,622 | 3,465,205 | (69 | ) | |||||||||||
| IT expenses | 13,865,348 | 3,291,321 | 42,003 | 32,910 | ||||||||||||
| Training costs | - | - | 47,635 | (100 | ) | |||||||||||
| Other | 506,004 | 120,114 | 426,720 | 19 | ||||||||||||
| Total | 15,431,359 | 3,663,057 | 3,981,563 | 288 | ||||||||||||
Our cost of services increased by RM11.45 million to RM15.43 million (US$3.66 million ) for the six months ended June 30, 2025 compared to RM3.98 million (US$844 thousand) for the six months ended June 30, 2024, which was 288% increment.
Consultant fee costs decreased by RM2.41 million, or 69%, to RM1.06 million (US$252 thousand) for the six months ended June 30, 2025 compared to RM3.47 million (US$735 thousand) for the six months ended June 30, 2024. The consultant fee refers to the our 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, the U.S. Capital markets consultant, which such consultant fee payment shall be included and treated as part of our consultation services for its clients during the initial public offering’s process.
IT expenses were RM13.87 million (US$3.29 million) for the six months ended June 30, 2025 compared to RM42 thousand (US$8.9 thousand) for the six months ended June 30, 2024, representing an increase of RM13.82 million (US$3.28 million) or 32,910%. The significant increase was primarily attributable to the increase in IT projects and lack of internal resources, thus highly dependent on outside IT subcontractors.
Training costs was nil for the six months ended June 30, 2025 and RM47.6 thousand (US$10 thousand) for the six months ended June 30, 2024.
Other cost of services was RM506 thousand (US$120 thousand) for the six months ended June 30, 2025 compared to RM427 thousand (US$90 thousand) for the six months ended June 30, 2024.
Operating expenses
The table below sets forth details of our operating expenses for the period indicated.
| Six
months ended June 30, 2025 |
Six
months ended June 30, 2024 |
Change | ||||||||||||||
| RM | US$ | RM | % | |||||||||||||
| Depreciation of property equipment and right-of-use assets | 871,637 | 206,907 | 510,568 | 71 | ||||||||||||
| Amortization of intangible assets | 995,845 | 236,391 | - | 100 | ||||||||||||
| Directors’ fees | 14,748,787 | 3,501,030 | 10,672,584 | 38 | ||||||||||||
| Employee benefit expenses | 11,010,726 | 2,613,698 | 7,705,426 | 43 | ||||||||||||
| Provision for allowance for expected credit losses on trade and other receivables | 3,377,614 | 801,769 | 368,459 | 817 | ||||||||||||
| Provision for allowance for expected credit losses on loan receivables | 117,029 | 27,780 | - | 100 | ||||||||||||
| Rental expenses | 200,895 | 47,688 | 269,160 | (25 | ) | |||||||||||
| Legal and professional fees | 4,469,259 | 1,060,901 | 3,531,157 | 27 | ||||||||||||
| Finance cost | 50,012 | 11,872 | 28,786 | 74 | ||||||||||||
| Other operating expenses | 9,760,217 | 2,316,855 | 11,935,191 | (18 | ) | |||||||||||
| Total | 45,602,021 | 10,824,891 | 35,021,331 | 30 | ||||||||||||
Depreciation
Depreciation was RM872 thousand (US$207 thousand) for the six months ended June 30, 2025, an increase of RM361 thousand compared with RM511 thousand (US$108 thousand) for the six months ended June 30, 2024, primarily due to additional assets acquired, such as renovation for new office located at Level 33, Tun Razak Exchange.
Directors’ fees
Directors’ fees increased from RM10.67 million (US$2.26 million) for the six months ended June 30, 2024 to RM14.75 million (US$3.5 million) for the six months ended June 2025, with an increase of RM4.08 million or approximately 38%, which was a result of an increase in directors’ fees effective from January 2025.
Employees’ benefits expenses
For the six months ended June 30, 2025, the employees’ benefits expenses were RM11.01 million (US$2.61 million), an increase of RM3.3 million compared with RM7.7 million (US$1.63 million) for the six months ended June 30, 2024. This is due to increase in salaries which was mainly derived from share-based compensation awards and annual salary increment. However, in June 30, 2025, we do not include statutory contribution for Elmu Group as we have lost the control, resulting in statutory contribution dropped as of June 30, 2025.
Provision for allowance for expected credit losses on trade and other receivables
An allowance for expected credit losses on trade and other receivables amounting to RM3.38 million (US$802 thousand) was recognised for the six months ended June 30, 2025, compared to RM368 thousand (US$78 thousand) for the corresponding period in 2024. The significant increase was primarily due to higher credit risk exposure arising from customer concentration, as a substantial portion of the Group’s receivables was attributable to a few major customers during the period.
Provision for allowance for expected credit losses on loan receivables
Provision for allowance for expected credit losses on loan receivables amounted to RM117 thousand (US$27.8 thousand) for the six months ended June 30, 2025.
Rental expenses
Rental expenses decreased by approximately 25% which is RM68 thousand, from RM269 thousand (US$57 thousand) for the six months ended June 30, 2024 to RM201 thousand (US$48 thousand) for the six months ended June 30, 2025. The Group has decided to discontinue the tenancy of virtual office in Singapore which has expiry date on June 2024.
Legal & professional fees
Legal and professional fees were RM4.47 million (US$1.06 million) for the six months ended June 30, 2025, an increase of RM938 thousand when compared with RM3.53 million (US$749 thousand) for the six months ended June 30, 2024. This is primarily due to our fund-raising activities.
Finance cost
Finance cost increased by 74%, which is RM21.2 thousand from RM28.8 thousand (US$6.1 thousand) for the six months ended June 30, 2024 to RM50 thousand (US$11.9 thousand) for the six months ended June 30, 2025, primarily due to the leasing of a new office located at TRX.
Other operating expenses
Other operating expenses included marketing expenses, office expenses, travelling expenses, and others. Other operating expenses decreased by RM 2.17 million, from RM 11.93 million (US$ 2.53 million) for the six months ended June 30, 2024, to RM 9.76 million (US$ 2.32 million) for the six months ended June 30, 2025. The decrease was mainly attributable to lower marketing expenses, which declined by RM 2.9 million as no major marketing campaigns were conducted between January and June 2025.
We expect overall operating costs, including marketing expenses, salaries, 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.
Operating income
The Group recorded an operating income of RM19.64 million (US$4.66 million) for the six months ended June 30, 2025, as compared to RM26.24 million (US$5.56 million) for the corresponding period in 2024, representing a decrease of RM6.6 million, or approximately 25%. The decrease was primarily attributable to a substantial increase in the cost of services, arising from the Group’s engagement of external IT professionals to enhance its technological capabilities in the areas of generative artificial intelligence (AI) solutions and AI digital human technologies.
Income tax expense
The income tax expense was nil for the six months ended June 30, 2025 compared to income tax expense of RM826 thousand (US$175 thousand) for the six months ended June 30, 2024.
The Group did not recognise any provision for income tax expenses as the majority of its profit-making subsidiaries for the six months ended June 30, 2025, have sufficient unutilised tax losses carried forward from previous years to offset their current period taxable profits. In addition, the Group anticipates incurring additional expenses in the second half of the fiscal year ending December 31, 2025, which may result in a decrease in overall profitability for the year.
Fair value adjustment on financial assets measured at fair value through other comprehensive income
Outstanding equity investments measured at fair value through other comprehensive income (“FVTOCI”) are remeasured to an updated fair value at each reporting period with changes in fair value recorded to “Financial assets measured at FVTOCI” in the consolidated statement of financial position and to “Fair value adjustment on financial assets measured at FVTOCI” in the consolidated statement of comprehensive income. See “Note 4 – Financial assets measured at FVTOCI” in “Notes to the interim unaudited condensed consolidated financial statements” in exhibit 99.2 of this Current Report on Form 6-K for a description of how the fair value of the equity investments are determined.
Liquidity and Capital Resources
We monitor our liquidity risk and maintain a level of cash and cash equivalents, deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows. We consider cash from operating activities as the principal source of cash generation for our business. Cash and cash equivalents decreased by approximately RM26.6 million to RM9.6 million (US$2.3 million) as of June 30, 2024 compared to RM36.2 million ($8.1 million) as of December 31, 2024. As of the date of this filing, we believe that our cash and cash equivalents of RM9.6 million as of June 30, 2025 along with other actions the Company is taking are sufficient to fund ongoing operations for at least the next 12 months. We will seek to improve its liquidity position by potentially taking any or all of the following actions: improving collection of the outstanding trade and other receivable balances of RM155 million, as of June 30, 2025 and reducing general and administrative expenses.
Cash Flows
The following table sets forth our cash flows for the periods indicated:
| Six
months ended June 30, 2025 |
Six months ended June 30, 2024 |
|||||||||||
| RM | US$ | RM | ||||||||||
| Cash generated used in operating activities | 4,081,572 | 968,874 | (44,977,192 | ) | ||||||||
| Cash (used in)/generated from investing activities | (191,719,658 | ) | (45,509,925 | ) | 5,130,755 | |||||||
| Cash generated from financing activities | 173,796,877 | 41,255,461 | 38,917,298 | |||||||||
| Net (decrease) / increase in cash and equivalents | (13,841,209 | ) | (3,285,590 | ) | (929,139 | ) | ||||||
| Effect of foreign exchange | (12,730,189 | ) | (2,526,311 | ) | 2,164,575 | |||||||
| Cash and equivalents at beginning of period | 36,214,258 | 8,100,899 | 4,637,279 | |||||||||
| Cash and equivalents at end of period | 9,642,860 | 2,288,998 | 5,872,715 | |||||||||
Operating activities
Net cash generated from operating activities consists primarily of net income adjusted for non-cash items, changes in working capital and income tax expense. The timing between the conversion of our trade receivables into cash from our customers and distributions to our employees and vendors are the primary drivers of changes to our working capital.
Net cash generated from operating activities for the six months ended June 30, 2025 was RM4.1 million (US$969 thousand), which consists of our profit before tax of RM19.6 million (US$4.7 million) as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included share based payment for director fee at RM14.6 million (US$3.5 million), provision for allowance for expected credit losses on trade receivables and loan receivables is RM 3.5 million (US$830 thousand), amortization of intangible assets at RM996 thousand (US$236 thousand). The principal items accounting for the changes in operating assets and liabilities was (i) RM4.9 million (US$1.2 million) of increase in trade and other receivables and (ii) RM19.8 million (US$4.7 million) of increase in trade and other payables.
Investing activities
Net cash used in investing activities was RM192 million (US$45.5 million) for the six months ended June 30, 2025 compared to RM5.1 million (US$1.1 million) generated from investing activities for the six months ended June 30, 2024. Cash used in or generated from investing activities was mainly due to our investment in QuantGold Data Group Limited which worth RM126 million (US$30 million) and Reveillon Group Limited which is worth RM176 million (US$39.4 million).
Financing activities
Net cash generated from financing activities was RM173.8 million (US$41.3 million) for the six months ended June 30, 2025 compared to RM38.9 million (US$8.3 million) generated from financing activities for the six months ended June 30, 2024. Cash generated from financing activities for the six months ended June 30, 2025 was primarily related to RM160.5 million (US$38.1 million) in proceeds from our at-the-market offerings, private placement, the exercise of warrants.
Capital Expenditures
We have no material capital expenditures planned for the next 12 months.
Contractual Obligations
See “Contractual Obligations” under “Liquidity and Capital Resources” in the Company’s 2024 Form 20-F.
Off Balance Sheet Arrangements
None.
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 significant currency other than the Group’s functional currencies are as follows:
| Assets | Liabilities | |||||||||||||||
| June
30, 2025 |
December 31, 2024 |
June
30, 2025 |
December 31, 2024 |
|||||||||||||
| RM | RM | RM | RM | |||||||||||||
| United States Dollar | 65,644,242 | 46,423,441 | 9,694,158 | 869,929 | ||||||||||||
Foreign currency sensitivity
The following table details the sensitivity to a 5% increase and decrease in the related foreign currency against the functional currency (“RM”) 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.
| June
30, 2025 |
December 31, 2024 |
|||||||
| RM | RM | |||||||
| United States Dollar | 2,797,504 | 2,277,676 | ||||||
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 notes 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 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 higher or lower, with all other variables held constant, no material impact to the Company’s profit or loss.
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 minimize credit risk, the Group has delegated its finance team to develop and maintain the Group’s credit risk grading to categorize 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 recognizing 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 and loan 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).
As at the end of the reporting period, the allowance for ECL is disclosed in Note 10 and 11 to the financial statements.
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 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 Group 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 Group’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 equivalents, and internally generated cash flows to finance their activities.
Fair value of financial assets and financial liabilities
The management considers that the carrying amounts of the 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.
Exhibit 99.2
VCI Global Limited and Subsidiaries
BVI Registration Number: 2035574
Interim Unaudited Condensed Consolidated Financial Statements
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of financial position
| Note | As of June 30, 2025 (Unaudited) |
As of December 31, 2024 (Audited) |
||||||||||||||||
| RM | US$ | RM | US$ | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Non-current assets | ||||||||||||||||||
| Financial assets measured at fair value through other comprehensive income | 4 | 427,165,899 | 101,399,553 | 127,618,662 | 28,547,482 | |||||||||||||
| Property and equipment | 6 | 4,710,985 | 1,118,282 | 2,561,914 | 573,084 | |||||||||||||
| Right-of-use of assets | 7 | 2,116,231 | 502,345 | 539,443 | 120,670 | |||||||||||||
| Intangible assets | 8 | 50,434,873 | 11,972,102 | 32,583,106 | 7,288,633 | |||||||||||||
| Loan receivables | 11 | 72,092,633 | 17,113,166 | 29,336,072 | 6,562,292 | |||||||||||||
| Total non-current assets | 556,520,621 | 132,105,448 | 192,639,197 | 43,092,161 | ||||||||||||||
| Current assets | ||||||||||||||||||
| Trade and other receivables | 10 | 155,103,358 | 36,818,040 | 134,153,017 | 30,009,175 | |||||||||||||
| Loan receivables | 11 | 76,493,916 | 18,157,931 | 45,971,489 | 10,283,529 | |||||||||||||
| Tax recoverable | 462,548 | 109,799 | 330,702 | 73,976 | ||||||||||||||
| Cash and bank balances | 12 | 9,642,860 | 2,288,998 | 36,214,258 | 8,100,899 | |||||||||||||
| Total Current assets | 241,702,682 | 57,374,768 | 216,669,466 | 48,467,579 | ||||||||||||||
| Total assets | 798,223,303 | 189,480,216 | 409,308,663 | 91,559,740 | ||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||
| Current liabilities | ||||||||||||||||||
| Trade and other payables | 13 | 39,327,349 | 9,335,426 | 19,737,412 | 4,415,133 | |||||||||||||
| Warrant liabilities | 16 | 140,304 | 33,305 | 148,887 | 33,305 | |||||||||||||
| Lease liabilities | 14 | 650,739 | 154,471 | 368,501 | 82,431 | |||||||||||||
| Bank and other borrowings | 15 | 600,000 | 142,426 | 717,300 | 160,455 | |||||||||||||
| Amount due to related parties | 30 | 16,409,663 | 3,895,284 | 2,177,580 | 487,111 | |||||||||||||
| Contract liabilities | 17 | 48,168,158 | 11,434,035 | |||||||||||||||
| Total current liabilities | 105,296,213 | 24,994,947 | 23,149,680 | 5,178,435 | ||||||||||||||
| Non-current liabilities | ||||||||||||||||||
| Lease liabilities | 14 | 1,520,784 | 361,000 | 167,879 | 37,553 | |||||||||||||
| Bank and other borrowings | 15 | 98,059 | 21,936 | |||||||||||||||
| Total non-current liabilities | 1,520,784 | 361,000 | 265,938 | 59,489 | ||||||||||||||
| Total liabilities | 106,816,997 | 25,355,947 | 23,415,618 | 5,237,924 | ||||||||||||||
| Capital and reserves | ||||||||||||||||||
| Share capital | 18 | 646,323,840 | 153,422,708 | 341,516,993 | 76,395,175 | |||||||||||||
| Capital reserve | 19 | 6,532,560 | 1,550,682 | 6,532,560 | 1,461,292 | |||||||||||||
| Fair value reserve | 20 | (4,193,493 | ) | (995,440 | ) | (2,148,458 | ) | (480,596 | ) | |||||||||
| Translation reserve | 21 | (22,701,463 | ) | (5,388,815 | ) | (4,387,851 | ) | (981,534 | ) | |||||||||
| Retained earnings | 65,450,683 | 15,536,516 | 44,385,412 | 9,928,734 | ||||||||||||||
| Attributable to equity owners of the Company | 691,412,127 | 164,125,651 | 385,898,656 | 86,323,071 | ||||||||||||||
| Non-controlling interests | (5,821 | ) | (1,382 | ) | (5,611 | ) | (1,255 | ) | ||||||||||
| Total equity | 691,406,306 | 164,124,269 | 385,893,045 | 86,321,816 | ||||||||||||||
| Total equity and liabilities | 798,223,303 | 189,480,216 | 409,308,663 | 91,559,740 | ||||||||||||||
The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.
F-
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of comprehensive income
| Note | Six months ended June 30, 2025 |
Six months ended June 30, 2024 |
||||||||||||||||||
| RM | US$ | RM | US$ | |||||||||||||||||
| Revenue | 78,963,971 | 18,744,266 | 61,483,330 | 13,033,862 | ||||||||||||||||
| Revenue – related party | 3,268,262 | 692,839 | ||||||||||||||||||
| Total revenue | 22 | 78,963,971 | 18,744,266 | 64,751,592 | 13,726,701 | |||||||||||||||
| Other income | 23 | 1,714,372 | 406,953 | 491,401 | 104,172 | |||||||||||||||
| Cost of services | 24 | (15,431,359 | ) | (3,663,057 | ) | (3,981,563 | ) | (844,052 | ) | |||||||||||
| Depreciation of property and equipment and right-of-use assets | 6&7 | (871,637 | ) | (206,907 | ) | (510,568 | ) | (108,235 | ) | |||||||||||
| Amortization of intangibles assets | 8 | (995,845 | ) | (236,391 | ) | |||||||||||||||
| Directors’ fees | 25 | (14,748,787 | ) | (3,501,030 | ) | (10,672,584 | ) | (2,262,483 | ) | |||||||||||
| Employee benefits expenses | 25 | (11,010,726 | ) | (2,613,698 | ) | (7,705,426 | ) | (1,633,475 | ) | |||||||||||
| Provision for allowance for expected credit losses on trade and other receivables | (3,377,614 | ) | (801,769 | ) | (368,459 | ) | (78,110 | ) | ||||||||||||
| Provision for allowance for expected credit losses on loan receivables | (117,029 | ) | (27,780 | ) | ||||||||||||||||
| Rental expenses | 29 | (200,895 | ) | (47,688 | ) | (269,160 | ) | (57,059 | ) | |||||||||||
| Legal and professional fees | (4,469,259 | ) | (1,060,901 | ) | (3,531,157 | ) | (748,571 | ) | ||||||||||||
| Finance cost | 26 | (50,012 | ) | (11,872 | ) | (28,786 | ) | (6,102 | ) | |||||||||||
| Other operating expenses | 27 | (9,760,217 | ) | (2,316,855 | ) | (11,935,191 | ) | (2,530,143 | ) | |||||||||||
| Profit before income tax | 19,644,963 | 4,663,271 | 26,240,099 | 5,562,643 | ||||||||||||||||
| Income tax expense | 28 | (826,402 | ) | (175,189 | ) | |||||||||||||||
| Profit for the period | 19,644,963 | 4,663,271 | 25,413,697 | 5,387,454 | ||||||||||||||||
| Other comprehensive income/(loss): | ||||||||||||||||||||
| Currency translation arising from consolidation | (18,313,612 | ) | (4,347,239 | ) | ||||||||||||||||
| Fair value adjustment on financial assets measured at fair value through other comprehensive income | (624,937 | ) | (148,346 | ) | (5,536,577 | ) | (1,173,700 | ) | ||||||||||||
| Transfer upon disposal of equity instruments | (1,420,098 | ) | (337,099 | ) | (7,018,825 | ) | (1,487,922 | ) | ||||||||||||
| Total comprehensive (loss)/income for the period | (713,684 | ) | (169,412 | ) | 12,858,295 | 2,725,832 | ||||||||||||||
| Profit attributable to: | ||||||||||||||||||||
| Equity owners of the Company | 19,645,173 | 4,663,321 | 27,909,404 | 5,916,519 | ||||||||||||||||
| Non-controlling interests | (210 | ) | (50 | ) | (2,495,707 | ) | (529,065 | ) | ||||||||||||
| Total | 19,644,963 | 4,663,271 | 25,413,697 | 5,387,454 | ||||||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||||||
| Equity owners of the Company | (713,474 | ) | (169,362 | ) | 15,354,002 | 3,254,897 | ||||||||||||||
| Non-controlling interests | (210 | ) | (50 | ) | (2,495,707 | ) | (529,065 | ) | ||||||||||||
| (713,684 | ) | (169,412 | ) | 12,858,295 | 2,725,832 | |||||||||||||||
| Earnings per share - Basic and diluted | 212.40 | 50.42 | 1,190.50 | 252.38 | ||||||||||||||||
The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.
EARNINGS PER SHARE
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Weighted average number of ordinary shares used in computing earnings – basic and diluted* | 92,488 | 21,347 | ||||||
| * | Giving retroactive effect to 1 to 49 reverse share split effected on November 5, 2024, 1 to 20 reverse share split effected on April 3, 2025, and 1 to 30 reverse share split effected on September 16, 2025. |
F-
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of changes in equity
| Attributable to equity owners of the Company | ||||||||||||||||||||||||||||||||||
| Share capital | Capital reserve | Fair value reserve | Translation reserve | Retained earnings | Total | Non- controlling interests | Total equity | |||||||||||||||||||||||||||
| Note | RM | RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||||||
| Balance at January 1, 2024 | 44,009,131 | 6,532,560 | 1,676,880 | 2,696,335 | 42,147,317 | 97,062,223 | (4,092,360 | ) | 92,969,863 | |||||||||||||||||||||||||
| Profit for the period | - | - | - | - | 27,909,404 | 27,909,404 | (2,495,707 | ) | 25,413,697 | |||||||||||||||||||||||||
| Fair value change on financial assets, at fair value through other comprehensive income | - | - | (7,018,825 | ) | - | - | (7,018,825 | ) | - | (7,018,825 | ) | |||||||||||||||||||||||
| Transfer upon disposal of equity instruments | - | - | - | - | (5,536,577 | ) | (5,536,577 | ) | - | (5,536,577 | ) | |||||||||||||||||||||||
| Exchange differences on translating foreign operations | - | - | - | 2,792,438 | (15,140 | ) | 2,777,298 | - | 2,777,298 | |||||||||||||||||||||||||
| Total comprehensive income for the period | - | - | (7,018,825 | ) | 2,792,438 | 22,357,687 | 18,131,300 | (2,495,707 | ) | 15,635,593 | ||||||||||||||||||||||||
| Increase in non-controlling interest | - | - | - | - | - | - | 618,924 | 618,924 | ||||||||||||||||||||||||||
| Issuance of share capital | 127,576,897 | - | - | - | - | 127,576,897 | - | 127,576,897 | ||||||||||||||||||||||||||
| Balance at June 30, 2024 | 171,586,028 | 6,532,560 | (5,341,945 | ) | 5,488,773 | 64,505,004 | 242,770,420 | (5,969,143 | ) | 236,801,277 | ||||||||||||||||||||||||
| Balance at January 1, 2025 | 341,516,993 | 6,532,560 | (2,148,458 | ) | (4,387,851 | ) | 44,385,412 | 385,898,656 | (5,611 | ) | 385,893,045 | |||||||||||||||||||||||
| Profit for the period | - | - | - | - | 19,645,173 | 19,645,173 | (210 | ) | 19,644,963 | |||||||||||||||||||||||||
| Fair value change on financial assets, at fair value through other comprehensive income | - | - | (624,937 | ) | - | - | (624,937 | ) | (624,937 | ) | ||||||||||||||||||||||||
| Transfer upon disposal of equity instruments | - | - | (1,420,098 | ) | - | 1,420,098 | - | - | - | |||||||||||||||||||||||||
| Exchange differences on translating foreign operations | - | - | - | (18,313,612 | ) | - | (18,313,612 | ) | - | (18,313,612 | ) | |||||||||||||||||||||||
| Total comprehensive loss for the period | - | - | (2,045,035 | ) | (18,313,612 | ) | (21,065,271 | ) | (706,624 | ) | (210 | ) | (706,414 | ) | ||||||||||||||||||||
| Issuance of share capital | 304,806,847 | - | - | - | - | 304,806,847 | - | 304,806,847 | ||||||||||||||||||||||||||
| Balance at June 30, 2025 | 646,323,840 | 6,532,560 | (4,193,493 | ) | (22,701,463 | ) | 65,450,683 | 691,412,127 | (5,821 | ) | 691,406,306 | |||||||||||||||||||||||
The accompanying notes form an integral part of the interim condensed consolidated financial statements.
F-
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of cash flows
| Note | Six months ended June 30, 2025 | Six months ended June 30, 2024 | ||||||||||||||||
| RM | US$ | RM | US$ | |||||||||||||||
| Operating activities | ||||||||||||||||||
| Profit before income tax | 19,644,963 | 4,663,271 | 26,240,099 | 5,562,643 | ||||||||||||||
| Adjustments for: | ||||||||||||||||||
| Provision for allowance for expected credit losses on trade receivables | 3,377,614 | 801,769 | 368,459 | 78,110 | ||||||||||||||
| Provision for allowance for expected credit losses on loan receivables | 117,029 | 27,780 | - | - | ||||||||||||||
| Non-cash revenue | (24,925,703 | ) | (5,916,800 | ) | (26,888,040 | ) | (5,700,000 | ) | ||||||||||
| Reversal on impairment allowance of trade receivables | (64,384 | ) | (13,649 | ) | ||||||||||||||
| Reversal on impairment allowance of other receivables | (625,137 | ) | (148,393 | ) | - | - | ||||||||||||
| Bad debt written-off | - | - | 889 | 189 | ||||||||||||||
| Unrealised foreign exchange gain | - | - | (95,198 | ) | (20,182 | ) | ||||||||||||
| Depreciation of property and equipment | 222,546 | 52,827 | 178,319 | 37,802 | ||||||||||||||
| Depreciation of ROU | 649,091 | 154,080 | 332,249 | 70,433 | ||||||||||||||
| Amortisation of intangible assets | 995,845 | 236,391 | - | - | ||||||||||||||
| Share based payment | 1,644,554 | 390,380 | - | - | ||||||||||||||
| Share option expenses | 1,690,755 | 401,347 | - | - | ||||||||||||||
| Director fee paid in shares | 14,576,071 | 3,460,031 | 5,969,039 | 1,265,377 | ||||||||||||||
| Professional fees | 1,098,219 | 260,692 | 1,419,630 | 300,948 | ||||||||||||||
| Loss on disposal of financial assets, at fair value through profit and loss | (138,570 | ) | (32,893 | ) | - | - | ||||||||||||
| Interest expense | 49,958 | 11,859 | 28,773 | 6,102 | ||||||||||||||
| Interest income | (19,435 | ) | (4,613 | ) | (3,771 | ) | (799 | ) | ||||||||||
| Operating cash flow before movement in working capital | 18,357,800 | 4,357,728 | 7,486,063 | 1,586,974 | ||||||||||||||
| Trade receivables | (25,325,004 | ) | (6,011,585 | ) | (22,445,321 | ) | (4,758,187 | ) | ||||||||||
| Other receivables | 20,414,035 | 4,845,832 | (5,908,844 | ) | (1,252,617 | ) | ||||||||||||
| Deposits and prepayment | (3,774,718 | ) | (896,033 | ) | 1,189,669 | 252,198 | ||||||||||||
| Loan receivables | (73,396,017 | ) | (17,422,560 | ) | (26,570,247 | ) | (5,632,631 | ) | ||||||||||
| Trade and other payables | 19,819,810 | 4,704,776 | 1,642,931 | 348,285 | ||||||||||||||
| Contract liabilities | 48,168,158 | 11,434,035 | - | - | ||||||||||||||
| Cash generated from/(used in) operations | 4,264,064 | 1,012,193 | (44,605,749 | ) | (9,455,978 | ) | ||||||||||||
| Income tax paid | (182,492 | ) | (43,319 | ) | (371,443 | ) | (78,742 | ) | ||||||||||
| Net cash generated from/(used in) operating activities | 4,081,572 | 968,874 | (44,977,192 | ) | (9,534,720 | ) | ||||||||||||
| Investing activities | ||||||||||||||||||
| Acquisition of property and equipment | (2,562,064 | ) | (608,176 | ) | (746,681 | ) | (158,289 | ) | ||||||||||
| Purchase of intangible assets | (20,681,021 | ) | (4,909,208 | ) | (3,137,840 | ) | (665,191 | ) | ||||||||||
| Interest received | 19,435 | 4,613 | 3,771 | 799 | ||||||||||||||
| Acquisition of financial assets measured at fair value through other comprehensive income | (178,176,667 | ) | (42,295,124 | ) | - | - | ||||||||||||
| Proceeds from disposal of financial assets measured at fair value through other comprehensive income | 9,680,659 | 2,297,970 | 9,011,505 | 1,910,350 | ||||||||||||||
| Net cash used in investing activities | (191,719,658 | ) | (45,509,925 | ) | 5,130,755 | 1,087,669 | ||||||||||||
| Financing activities | ||||||||||||||||||
| Proceeds from issuance of share capital | 160,514,477 | 38,102,518 | 29,107,413 | 6,170,485 | ||||||||||||||
| Proceeds from following public offering, net of issuance costs | - | - | 10,915,837 | 2,314,050 | ||||||||||||||
| Interest paid | (49,958 | ) | (11,859 | ) | (28,773 | ) | (6,102 | ) | ||||||||||
| Repayment of bank borrowings | (39,100 | ) | (9,281 | ) | (77,519 | ) | (16,433 | ) | ||||||||||
| Advance to/from related parties | 14,007,428 | 3,325,048 | (1,300,359 | ) | (275,663 | ) | ||||||||||||
| Repayment of operating lease | (635,970 | ) | (150,965 | ) | (318,225 | ) | (67,461 | ) | ||||||||||
| Contribution from non-controlling interest | - | - | 618,924 | 131,206 | ||||||||||||||
| Net cash generated from financing activities | 173,796,877 | 41,255,461 | 38,917,298 | 8,250,082 | ||||||||||||||
| Net decrease in cash and cash equivalents | (13,841,209 | ) | (3,285,590 | ) | (929,139 | ) | (196,969 | ) | ||||||||||
| Effect of foreign exchange | (12,730,189 | ) | (2,526,311 | ) | 2,164,575 | 431,472 | ||||||||||||
| Cash and bank balances at beginning of the period | 36,214,258 | 8,100,899 | 4,637,279 | 1,010,455 | ||||||||||||||
| Cash and bank balances at end of the period | 9,642,860 | 2,288,998 | 5,872,715 | 1,244,958 | ||||||||||||||
| Note | Six
months ended June 30, 2025 |
Six
months ended June 30, 2024 |
||||||||||||||||
| RM | US$ | RM | US$ | |||||||||||||||
| Supplemental non-cash flows information | ||||||||||||||||||
| Non-cash operating activities | ||||||||||||||||||
| Non-cash revenue | (24,925,703 | ) | (5,916,800 | ) | (26,888,040 | ) | (5,700,000 | ) | ||||||||||
| Professional fees | 1,098,219 | 260,692 | 1,419,630 | 300,948 | ||||||||||||||
| Share based payment | 1,644,554 | 390,380 | ||||||||||||||||
| Share option expenses | 1,690,755 | 401,347 | ||||||||||||||||
| Director fee paid in shares | 14,576,071 | 3,460,031 | 5,969,039 | 1,265,377 | ||||||||||||||
| Non-cash investing activities | ||||||||||||||||||
| Acquisition of financial assets measured at fair value through other comprehensive income (Quantgold Data Group Limited), as disclosed in Note 4 (8) | 126,381,000 | 30,000,000 | - | - | ||||||||||||||
| Acquisition of financial assets measured at fair value through other comprehensive income (Sagtec Global Limited), as disclosed in Note 4 (3) | 8,917,443 | 2,116,800 | ||||||||||||||||
The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.
F-
VCI Global Limited and Subsidiaries
Interim unaudited condensed 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 Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia.
The Group structure which represents the operating subsidiaries and dormant companies as follow:

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VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The Company and its subsidiaries are in the table as follows:
| Percentage of effective ownership | ||||||||||||||
| Name | Date of incorporation | June 30, 2025 | December 31, 2024 | Place of incorporation | Principal activities |
|||||||||
| % | % | |||||||||||||
| VCI Global Limited | 29.04.2020 | 100 | 100 | British Virgin Island | Holding company. | |||||||||
| V Capital Kronos Berhad | 01.09.2020 | 100 | 100 | Malaysia | Holding company. | |||||||||
| VCI Global Brands Sdn. Bhd. | 19.08.2014 | 100 | 100 | Malaysia | Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory. | |||||||||
| Accuventures Sdn Bhd | 22.06.2015 | 100 | 100 | Malaysia | Provision of technology development, computer software programming and holding company. | |||||||||
| Credilab Sdn Bhd | 26.08.2020 | 100 | 100 | Malaysia | Carry on licensed money lending activities, consulting, information technology development, and computer software programming. | |||||||||
| V Capital Advisory Sdn Bhd | 12.02.2018 | 100 | 100 | Malaysia | Provision of corporate and business advisory in relation to corporate listing exercise, equity investment, corporate restructuring, merger and acquisition and corporate finance. | |||||||||
| V Capital Quantum Sdn Bhd | 18.01.2018 | 100 | 100 | Malaysia | Provision of information technology development, business consultancy services and holding company. | |||||||||
| V Capital Consulting Limited | 01.03.2016 | 100 | 100 | British Virgin Island | Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory. | |||||||||
| Generative AI Sdn Bhd | 21.07.2023 | 100 | 100 | Malaysia | Provision of Artificial Intelligence, image processing, communication, networking & process control software services. | |||||||||
| Imej Jiwa Communication Sdn Bhd | 29.10.2012 | - | 100 | Malaysia | Provision of investor relation consultation services. | |||||||||
| AB Management and Consultancy Services Sdn Bhd | 04.05.2020 | 93.34 | 93.34 | Malaysia | Holding company. | |||||||||
| V Capital Real Estate Sdn Bhd | 05.07.2021 | 100 | 100 | Malaysia | Provision of real estate management consultancy services. | |||||||||
| VCI Robotics Sdn Bhd (formerly known as VCI Wootzano Robotics Sdn Bhd) | 12.10.2021 | 100 | 100 | Malaysia | Dormant. | |||||||||
| VCI Energy Sdn Bhd | 12.11.2021 | 100 | 100 | Malaysia | Dormant. | |||||||||
| VCI Global Brands Limited | 29.04.2020 | 100 | 100 | British Virgin Island | Holding company | |||||||||
| V Galactech Sdn Bhd | 12.01.2022 | 100 | 100 | Malaysia | Provision of information technology development. | |||||||||
| V Capital Real Estate Limited | 08.02.2024 | 100 | 100 | British Virgin Island | Holding company | |||||||||
| V Capital Consulting Group Limited | 24.12.2024 | 100 | 100 | British Virgin Island | Holding company. | |||||||||
| V Gallant Limited (formerly known as VC AI Limited) | 19.08.2024 | 100 | 100 | British Virgin Island | Holding company. | |||||||||
| VC AI Sdn Bhd | 16.12.2024 | 100 | 100 | Malaysia | Holding company | |||||||||
| Quantgold Data (Malaysia) Sdn Bhd (formerly known as AI Computer Center Malaysia Sdn Bhd) | 12.07.2024 | 100 | 100 | Malaysia | Dormant. | |||||||||
| V Gallant Sdn Bhd | 18.09.2024 | 100 | 100 | Malaysia | Trading of high-performance servers, information technology hardware | |||||||||
| Smart Bridge Technology Limited (formerly known as VCI Technologies Limited) | 13.05.2024 | 100 | 100 | British Virgin Island | Provision of information technology development. | |||||||||
| Aisecure Limited | 09.01.2025 | 100 | - | British Virgin Island | Dormant | |||||||||
| Cyclone Security Sdn Bhd | 17.12.2024 | 100 | - | Malaysia | Dormant | |||||||||
| VCI Energy Limited | 05.02.2025 | 100 | - | British Virgin Island | Dormant | |||||||||
| VCI Global (Singapore) Pte Ltd | 10.03.2025 | 100 | - | Singapore | Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory. | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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.
| 2 | MATERIAL ACCOUNTING POLICIES |
BASIS OF PREPARATION
The accompanying unaudited condensed consolidated financial statements of the Company has been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, have been omitted pursuant to those rules and regulations. The unaudited interim condensed financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the audited consolidated financial statements of the Company for the year ended December 31, 2024 (“Annual Financial Statement”).
In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited interim condensed consolidated statements of financial position as of June 30, 2025, unaudited interim condensed consolidated statements of profit or loss and comprehensive income, changes in equity and cash flows for the six months ended June 30, 2025 and 2024, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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. |
BASIS OF CONSOLIDATION
| (a) | Consolidation |
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 unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Company.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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 unaudited interim condensed 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 unaudited interim condensed 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. |
| (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 transfer 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.
| (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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
CONVENIENCE TRANSLATION
Translations of amounts in the unaudited interim condensed consolidated statement of financial position, unaudited interim condensed consolidated statements of profit or loss and other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from RM into USD as of and for the year ended June 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = RM4.2127, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate.
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 (“FVTOCI”) 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 FVTOCI. Designation at FVTOCI 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 at FVTOCI 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.
| (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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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 the substance of the contractual arrangements and the definitions of a financial liability and an 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-
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
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 | - | 10 years | |
| Office equipment | - | 5 years | |
| Furniture and fittings | - | 5 years | |
| Computer and software | - | 10 years | |
| Right of use asset - premise | - | 3 years | |
| Right of use asset - motor vehicles | - | 10 years |
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.
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. |
F-
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 three to five years.
The useful lives and amortisation methods are reviewed at the end of each reporting period.
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 |
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 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 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 12 to 18 months in duration. Revenue is recognised over time. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognised as amount become billable in accordance with the contract terms. Revenues from fixed-priced contracts are generally recognised using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the client.
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 30 days from the date of issuance of invoice.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| b) | Technology development |
Technology development, solutions and consultancy primarily 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 is 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 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 projects. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.
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.
| c) | Interest income |
Interest income received from loans arrangements to other entities and individuals. Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cashflow discounted at original effective interest rate of the instrument, and thereafter amortising the discount as interest income.
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.
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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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 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 |
Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which is the functional currency of the Company and the presentation currency of the Company.
The value of foreign currencies including, the US Dollar (“US$”), may fluctuate against the RM. Any significant variations of the aforementioned currencies relative to the RM may materially affect the Company’s financial condition in terms of reporting in RM. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:
| December 31, | June 30, | |||||||||||
| 2024 | 2024 | 2025 | ||||||||||
| RM to US$ at the end of the period | 4.4704 | 4.7172 | 4.2127 | |||||||||
| RM to US$ average rate | 4.5606 | 4.7321 | 4.3561 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (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 borrowings in foreign currencies and 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 Company 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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
EARNINGS PER SHARE
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to 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.
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.
| 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 interim unaudited condensed consolidated 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 interim unaudited condensed consolidated financial statements.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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 4 and 5)
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.
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.
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.
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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 4 | FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| At beginning of year | 38,368,829 | 127,618,662 | 28,547,482 | |||||||||
| Addition | 213,286,384 | 311,697,010 | 73,989,843 | |||||||||
| Reclassification from subsidiary to investment, FVOCI | 320,030 | |||||||||||
| Disposals | (77,345,259 | ) | (11,100,757 | ) | (2,635,069 | ) | ||||||
| Fair value adjustment | (45,581,548 | ) | (624,937 | ) | (148,346 | ) | ||||||
| Currency realignment | (1,429,774 | ) | (424,079 | ) | 1,645,643 | |||||||
| At end of year | 127,618,662 | 427,154,899 | 101,399,553 | |||||||||
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Quoted securities | ||||||||||||
| - Treasure Global Inc. | 1 | |||||||||||
| - Founder Group Limited (1) | 4,036,771 | 625,602 | 148,504 | |||||||||
| - Sagtec Global Limited (2) | 7,549,158 | 1,792,000 | ||||||||||
| 4,036,772 | 8,174,760 | 1,940,504 | ||||||||||
| Unquoted securities | ||||||||||||
| - GlobexUS Holdings Corp | 6,705,600 | 6,921,300 | 1,642,961 | |||||||||
| - Sagtec Global Limited (2) | 7,546,035 | |||||||||||
| - Reveillon Group Limited (3) | 108,883,214 | 284,739,998 | 67,590,856 | |||||||||
| - Elmu Group | 1 | 1 | ||||||||||
| - Marvis Inc | 447,040 | 450,840 | 107,019 | |||||||||
| - Quantgold Data Group Limited (4) | 126,879,000 | 30,118,213 | ||||||||||
| 123,581,890 | 418,991,139 | 99,459,049 | ||||||||||
| 127,618,662 | 427,165,899 | 101,399,553 | ||||||||||
Quoted securities
| (1) | In December 2024, the Company acquired 700,000 ordinary shares in Founder Group Limited, an entity listed on Nasdaq Stock Exchange. During the financial period, the Company disposed 501,995 ordinary shares. |
| (2) | In October 2023, the Company received a total of 800,000 ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s business consultancy services rendered. On March 7, 2025, Sagtec Global Limited was successfully listed in Nasdaq Capital Market. As a result, the investment was reclassified from unquoted security to a quoted security, and the Company subsequently revalued the shares to reflect the market price. At the same day, the Company acquired a total of 529,200 of ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s business consultancy services rendered valued at US$ 2,116,800. On April 28, 2025, the Company disposed 529,200 shares to Sagtec Global Limited for US$1.59 million and have a loss on disposal of US$527 thousand. |
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Unquoted securities
| (3) | In December 2024, the Company acquired approximately 13.53% equity interest (representing 8,118,827 ordinary shares) in Reveillon Group Limited, a company incorporated in the British Virgin Islands, for a consideration of US$24,356,481. |
On March 3, 2025, the Company acquired an additional 13,130,000 ordinary shares of Reveillon Group Limited, representing approximately 21.88% equity interest, for a total consideration of US$39,390,000. Following this acquisition, the Company holds an aggregate 35.41% equity interest in Reveillon Group Limited.
The investment has been classified as an investment instead of equity accounting for an associate, as the Company does not have any significant influence, representation on the board of directors, or voting rights over key strategic or operational decisions of Reveillon Group.
The progressive acquisitions were undertaken as part of the Company’s strategy to increase its exposure to Reveillon Group, given management’s confidence in its long-term growth potential. Management believes that the investment is well-positioned to deliver attractive returns, particularly in anticipation of Reveillon Group’s potential listing on the Nasdaq market.
| (4) | On June 26, 2025, the Company acquired approximately 20% of ownership interest in Quantgold Data Group Limited, an entity incorporated in British Virgin Islands, valued at US$ 30,000,000, through a share swap agreement. |
| 5 | FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Quoted/Unquoted shares | ||||||||||||
| At beginning of year | 72,793 | |||||||||||
| Disposal | (7,981 | ) | ||||||||||
| Changes in fair value | (64,812 | ) | ||||||||||
| Currency realignment | ||||||||||||
| At end of year | ||||||||||||
The Company held an equity investment in Unique Fire Holding Berhad., with a carrying amount of RM7,981. In 2024, the Company disposed of the investment to a third party for a cash consideration of RM7,981.
The Company held an equity investment in Zero Carbon Farms Ltd., with a carrying amount of RM 64,812. In 2024, Zero Carbon Farms Ltd. has ceased business operation. As a result, the Company assessed the fair value of investment and loss of RM 64,812 was recognized in the profit or loss.
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.
There are no transfers between Levels 1 and 2 and into or out of Level 3 during the year.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 6 | PROPERTY, PLANT AND EQUIPMENT |
| Office equipment | Fixtures and fittings | Office renovations | Computer & software | Machinery | Renovation in progress | Total | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| As of January 1, 2024 | 304,609 | 361,505 | 2,143,925 | 328,415 | - | 713,259 | 3,851,713 | |||||||||||||||||||||
| Additions | 26,977 | 11,794 | 304,130 | 54,904 | - | 1,064,361 | 1,462,166 | |||||||||||||||||||||
| Disposals | (6,497 | ) | - | - | (4,499 | ) | - | (1,678,975 | ) | (1,689,971 | ) | |||||||||||||||||
| Currency realignment | (2,075 | ) | (276 | ) | (10,697 | ) | - | - | - | (13,048 | ) | |||||||||||||||||
| As of December 31, 2024 | 323,014 | 373,023 | 2,437,358 | 378,820 | - | 98,645 | 3,610,860 | |||||||||||||||||||||
| Additions | 49,699 | 453,450 | 1,266,100 | 89,432 | 703,383 | - | 2,562,064 | |||||||||||||||||||||
| Disposal of controlling in subsidiaries | (46,261 | ) | (54,827 | ) | (141,092 | ) | (55,893 | ) | - | (98,645 | ) | (396,718 | ) | |||||||||||||||
| Currency realignment | (538 | ) | (597 | ) | (23,185 | ) | (255 | ) | - | - | (24,575 | ) | ||||||||||||||||
| As of June 30, 2025 | 325,914 | 771,049 | 3,539,181 | 412,104 | 703,383 | - | 5,751,631 | |||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||
| As of January 1, 2024 | 58,903 | 137,717 | 369,999 | 86,971 | - | - | 653,590 | |||||||||||||||||||||
| Depreciation for the period | 33,558 | 66,412 | 229,046 | 70,702 | - | - | 399,718 | |||||||||||||||||||||
| Disposal of controlling in subsidiaries | (1,237 | ) | - | - | (1,516 | ) | - | - | (2,753 | ) | ||||||||||||||||||
| Currency realignment | (20 | ) | (46 | ) | (1,525 | ) | (18 | ) | - | - | (1,609 | ) | ||||||||||||||||
| As of December 31, 2024 | 91,204 | 204,083 | 597,520 | 156,139 | - | - | 1,048,946 | |||||||||||||||||||||
| Depreciation for the period | 14,290 | 45,019 | 128,734 | 34,503 | - | - | 222,546 | |||||||||||||||||||||
| Disposal of controlling in subsidiaries | (38,269 | ) | (45,596 | ) | (112,264 | ) | (29,893 | ) | - | - | (226,022 | ) | ||||||||||||||||
| Currency realignment | (73 | ) | (177 | ) | (4,509 | ) | (65 | ) | - | - | (4,824 | ) | ||||||||||||||||
| As of June 30, 2025 | 67,152 | 203,329 | 609,481 | 160,684 | - | - | 1,040,646 | |||||||||||||||||||||
| Carrying amounts | ||||||||||||||||||||||||||||
| As of December 31, 2024 | 231,810 | 168,940 | 1,839,838 | 222,681 | - | 98,645 | 2,561,914 | |||||||||||||||||||||
| As of June 30, 2025 | 258,762 | 567,720 | 2,929,700 | 251,420 | 703,383 | - | 4,710,985 | |||||||||||||||||||||
| As of June 30, 2025 (US$) | 61,424 | 134,764 | 695,445 | 59,682 | 166,967 | - | 1,118,282 | |||||||||||||||||||||
| 7 | RIGHT-OF-USE ASSETS |
| Office
premises |
Motor vehicles | Total | ||||||||||
| RM | RM | RM | ||||||||||
| Cost | ||||||||||||
| At January 1, 2024 | 1,591,284 | 275,542 | 1,866,826 | |||||||||
| Additions | - | - | - | |||||||||
| At December 31, 2024 | 1,591,284 | 275,542 | 1,866,826 | |||||||||
| Addition | 2,446,313 | - | 2,446,313 | |||||||||
| Disposal of controlling in subsidiaries | - | (275,542 | ) | (275,542 | ) | |||||||
| At June 30, 2025 | 4,037,597 | - | 4,037,597 | |||||||||
| Accumulated depreciation | ||||||||||||
| At January 1, 2024 | 635,331 | 27,554 | 662,885 | |||||||||
| Charges | 636,944 | 27,554 | 664,498 | |||||||||
| At December 31, 2024 | 1,272,275 | 55,108 | 1,327,383 | |||||||||
| Charges | 649,091 | - | 649,091 | |||||||||
| Disposal of controlling in subsidiaries | - | (55,108 | ) | (55,108 | ) | |||||||
| At June 30, 2025 | 1,921,366 | - | 1,921,366 | |||||||||
| Carrying amount: | ||||||||||||
| At December 31, 2024 | 319,009 | 220,434 | 539,443 | |||||||||
| At June 30, 2025 | 2,116,231 | - | 2,116,231 | |||||||||
| At June 30, 2025 (US$) | 502,345 | - | 502,345 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 8 | INTANGIBLE ASSETS |
| Socializer Messenger Platform Software | AI-Powered Travel Platform Software | Credit service Management System | Finance Management System | Robotic Arm & Enterprise Robotics Management & AI Platform |
Restaurant Online Ordering Management System | Other Software Package | Total | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | RM | |||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||
| At January 1, 2024 | 4,589,300 | 111,594 | 4,700,894 | |||||||||||||||||||||||||||||
| Additions | 15,493,602 | 6,722,800 | 6,559,803 | 148,199 | 28,924,404 | |||||||||||||||||||||||||||
| Written off | (11,382 | ) | (11,382 | ) | ||||||||||||||||||||||||||||
| Currency realignment | (118,900 | ) | (118,900 | ) | ||||||||||||||||||||||||||||
| At December 31, 2024 | 15,493,602 | 4,470,400 | 6,722,800 | 6,559,803 | 248,411 | 33,495,016 | ||||||||||||||||||||||||||
| Additions | 19,714,152 | 966,869 | 20,681,021 | |||||||||||||||||||||||||||||
| Currency realignment | (893,142 | ) | (257,700 | ) | (387,542 | ) | (378,145 | ) | (1,916,529 | ) | ||||||||||||||||||||||
| At June 30, 2025 | 14,600,460 | 4,212,700 | 6,335,258 | 6,181,658 | 19,714,152 | 966,869 | 248,411 | 52,259,508 | ||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||||||||||
| Charges | 904,326 | 25,470 | 929,796 | |||||||||||||||||||||||||||||
| Currency realignment | (17,886 | ) | (17,886 | ) | ||||||||||||||||||||||||||||
| At December 31, 2024 | 886,440 | 25,470 | 911,910 | |||||||||||||||||||||||||||||
| Charges | 972,678 | 23,167 | 995,845 | |||||||||||||||||||||||||||||
| Currency realignment | (83,120 | ) | (83,120 | ) | ||||||||||||||||||||||||||||
| At June 30, 2025 | 1,775,998 | 48,637 | 1,824,635 | |||||||||||||||||||||||||||||
| Carrying amount: | ||||||||||||||||||||||||||||||||
| At December 31, 2024 | 14,607,162 | 4,470,400 | 6,722,800 | 6,559,803 | 222,941 | 32,583,106 | ||||||||||||||||||||||||||
| At June 30, 2025 | 12,824,462 | 4,212,700 | 6,335,258 | 6,181,658 | 19,714,152 | 966,869 | 199,774 | 50,434,873 | ||||||||||||||||||||||||
| At June 30, 2025 (US$) | 3,044,238 | 1,000,000 | 1,503,847 | 1,467,386 | 4,679,695 | 229,514 | 47,422 | 11,972,102 | ||||||||||||||||||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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 10 years.
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 June 30, 2025 and expected to be completed in November 2025.
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 software is in the testing phase as of June 30, 2025, and is expected to be operational in September 2025.
The 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 is in the final stage of development as of June 30, 2025, and expected to be completed in November 2025.
The Robotic Arm & Enterprise Robotics Management & AI Platform is an externally acquired technology from a third-party vendor. This is an integrated robotics ecosystem combining advanced robotic hardware, a centralized enterprise management system, and an AI-driven platform. Together, they enable intelligent automation, where robotic arms carry out precise tasks, managed and coordinated through enterprise-level software, and enhanced by AI that allows continuous learning, vision, and optimization. This software is in the development stage as of June 30, 2025, and expected to be completed in 2026.
Restaurant Online Ordering Management System is an external acquired software from third parties. This is digital platform that allows customers to browse a restaurant’s menu, place orders, and make payments online through a website or mobile app. This software is in the final stage of development as of June 30, 2025, and expected to be completed in Jan 2026.
Other Software Packages comprise the Robosale SaaS Platform software, Make-A-Wish app, and XVI websites, all of which were developed internally.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 9 | 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 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Provisions: | ||||||||||||
| At beginning of the year | 339,650 | |||||||||||
| Charge to profit and loss | (339,650 | ) | ||||||||||
| At end of the year | ||||||||||||
| 10 | TRADE AND OTHER RECEIVABLES |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Trade receivables | ||||||||||||
| - Third parties | 18,131,208 | 59,168,979 | 14,045,382 | |||||||||
| - Related parties | ||||||||||||
| 18,131,208 | 59,168,979 | 14,045,382 | ||||||||||
| Less: Provision for allowance for expected credit losses - trade receivables | (2,097,071 | ) | (5,208,431 | ) | (1,236,364 | ) | ||||||
| 16,034,137 | 53,960,548 | 12,809,018 | ||||||||||
| Other receivables | 71,482,014 | 51,213,736 | 12,156,986 | |||||||||
| Less: Provision for allowance for expected credit losses - other receivables | (1,637,988 | ) | (1,022,279 | ) | (242,666 | ) | ||||||
| 69,844,026 | 50,191,457 | 11,914,320 | ||||||||||
| Deposits | 749,474 | 13,469,485 | 3,197,352 | |||||||||
| Prepayments | 47,525,380 | 37,481,868 | 8,897,350 | |||||||||
| 118,118,880 | 101,142,810 | 24,009,022 | ||||||||||
| Total trade and other receivables | 134,153,017 | 155,103,358 | 36,818,040 | |||||||||
| Movement in provision for allowance for expected credit losses on trade receivables is as follows: | ||||||||||||
| At beginning of the year | 2,518,122 | 2,097,071 | 469,101 | |||||||||
| Additions | 2,458,381 | 3,377,614 | 801,769 | |||||||||
| Write off/Reversal | (2,891,410 | ) | - | - | ||||||||
| Currency realignment | 11,978 | (266,254 | ) | (34,506 | ) | |||||||
| At end of the year | 2,097,071 | 5,208,431 | 1,236,364 | |||||||||
| Movement in provision for allowance for expected credit losses on other receivables is as follows: | ||||||||||||
| At beginning of the year | 1,637,988 | 366,408 | ||||||||||
| Additions | 1,651,127 | - | - | |||||||||
| Reversal | (625,137 | ) | (148,393 | ) | ||||||||
| Currency realignment | (13,139 | ) | 9,428 | 24,651 | ||||||||
| At end of the year | 1,637,988 | 1,022,279 | 242,666 | |||||||||
The average credit period for services rendered is 30 days (2024: 30days). No interest is charged on the outstanding balances.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Not past due | 10,264 | 15,000 | 3,561 | |||||||||
| Past due | 18,120,944 | 59,153,979 | 14,041,821 | |||||||||
| Less: Allowance for expected credit losses | (2,097,071 | ) | (5,208,431 | ) | (1,236,364 | ) | ||||||
| 16,034,137 | 53,960,548 | 12,809,018 | ||||||||||
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) | Aging of receivables that are past due the average credit period: |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| < 30 days | 3,687,161 | 16,086,028 | 3,818,460 | |||||||||
| 31 days to 60 days | 454,020 | 1,316,304 | 312,461 | |||||||||
| 61 days to 210 days | 6,244,299 | 20,131,630 | 4,778,795 | |||||||||
| 211 days to 240 days | 3,540,879 | 37,914 | 9,000 | |||||||||
| 241 days to < 1 year | 4,194,585 | 21,582,103 | 5,123,105 | |||||||||
| Total | 18,120,944 | 59,153,979 | 14,041,821 | |||||||||
| (ii) | These amounts are stated before any deduction for provision for allowance for ECL and are not secured by any collateral or credit enhancements. |
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 June 30, 2025, the provision matrix applies the following ECL rates to trade receivables, based on the age of the receivables ranged from 1.98% to 11.70% (2024: 3.71% - 13.03%). For other receivables, the Company applies the ECL rate ranged from 3.00% to 15.00% (2024: 3.00% to 15.00%).
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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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 | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||
| Lifetime ECL – December 31, 2024 | 135,192 | 54,898 | 953,938 | 670,538 | 282,505 | 2,097,071 | ||||||||||||||||||||||
| Lifetime ECL – June 30, 2025 | 298,136 | 26,737 | 1,253,628 | 2,471 | 3,627,459 | 5,208,431 | ||||||||||||||||||||||
As of June 30, 2025, prepayment mainly consists of:
| 1. | Advance payment for IT and AI related consultancy services to a third-party vendor for a total cost of US$ 5.64 million (2024: US$7.0 million). |
| 2. | The development of Vendor and Customer relationship management system (“VCRM”) by a third-party company. This VCRM will streamline vendor onboarding, customer engagement, relationship tracking, performance reporting, and communication while ensuring high usability, data accuracy, and system scalability. The system is estimated to be completed within 2 years. The total contract value sum is US$ 1.2 million (2024: US$ 1.7million), which is settle via issuance of the Company’s ordinary shares. |
| 3. | The development of Cloud Management Platform Development (“CMP”) was outsourced to a third-party company at a total cost of US$ 1.3 million (2024: US$ 1.8 million), which is settle via issuance of the Company’s ordinary shares. The CMP will enable centralized monitoring, providing, billing and management of multi-cloud environments with robust user control, automation, and analytics capabilities. The system is estimated to be completed within 2 years. | |
| 4. | Legal service from a third-party US legal entity for total cost of US$ 938 thousand (2024: US$ 1.4 million). |
Other receivables primarily consist of third parties who purchased shares from the Company that were acquired through its IPO projects.
Included in the deposits is a share pledge issued to sundry payables in relation to the advance provided to the Company, as disclosed in Note 18 of share capital.
| 11 | LOAN RECEIVABLES |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Personal loans | 153,912 | 54,187,113 | 12,862,799 | |||||||||
| Term loans | 93,551,807 | 109,329,077 | 25,952,258 | |||||||||
| Term loans to related parties | 13,452,201 | 3,193,248 | ||||||||||
| 93,705,719 | 176,968,391 | 42,008,305 | ||||||||||
| Less: Unearned interest | (17,887,877 | ) | (27,632,405 | ) | (6,559,309 | ) | ||||||
| 75,817,842 | 149,335,986 | 35,448,996 | ||||||||||
| Less: Provision for allowance for expected credit losses on loan receivables | (510,281 | ) | (749,437 | ) | (177,899 | ) | ||||||
| 75,307,561 | 148,586,549 | 35,271,097 | ||||||||||
| Movement in provision for allowance for expected credit losses on loan receivables as follows: | ||||||||||||
| At beginning of the year | 272,225 | 510,281 | 114,147 | |||||||||
| Additions | 238,056 | 239,156 | 56,770 | |||||||||
| Reversal | ||||||||||||
| Currency realignment | 6,982 | |||||||||||
| At end of the year | 510,281 | 749,437 | 177,899 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Current asset | 45,971,489 | 76,493,916 | 18,157,931 | |||||||||
| Non-current asset | 29,336,072 | 72,092,633 | 17,113,166 | |||||||||
| 75,307,561 | 148,586,549 | 35,271,097 | ||||||||||
Loans receivables bears interest ranged from 5% to 18% (2024; 5% to 18%) per annum and is due within the next one to ten years.
The average credit period for services rendered is 30 (2024: 30) days. No interest is charged on the outstanding balances.
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Not past due | 73,517,552 | 149,152,169 | 35,405,363 | |||||||||
| Past due | 2,300,290 | 183,817 | 43,634 | |||||||||
| 75,817,842 | 149,335,986 | 35,448,997 | ||||||||||
| Less: Allowance for expected credit losses on loan receivables | (510,281 | ) | (749,437 | ) | (177,899 | ) | ||||||
| 75,307,561 | 148,586,549 | 35,271,097 | ||||||||||
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) | Aging of loan receivables that are past due the average credit period: |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| < 30 days | 208,557 | 31,180 | 7,401 | |||||||||
| 31 days to 60 days | 974,151 | 31,180 | 7,401 | |||||||||
| 61 days to 210 days | 990,446 | 70,894 | 16,829 | |||||||||
| 211 days to 240 days | 127,136 | 50,563 | 12,003 | |||||||||
| 241 days to < 1 year | ||||||||||||
| Total | 2,300,290 | 183,817 | 43,634 | |||||||||
| (ii) | These amounts are stated before any deduction for allowance for ECL and are not secured by any collateral or credit enhancements. |
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 2.71% (December 2024: 2.71%) ECL against past due loan receivables and 0.5% (December 2024: 0.5%) ECL against not past due receivables. For specific and individual loan receivables, the Company has access them individually to decide whether the loan receivables have recoverable issues based on the closely contact and past experience to justify it.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
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.
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 | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||
| Lifetime ECL – December 31, 2024 | 460,365 | 4,526 | 21,139 | 21,492 | 2,759 | 510,281 | ||||||||||||||||||||||
| Lifetime ECL – June 30, 2025 | 745,760 | 624 | 624 | 1,418 | - | 1,011 | 749,437 | |||||||||||||||||||||
| 12 | CASH AND BANK BALANCES |
| As of December 31, 2024 |
As of June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Cash and bank balances | 35,214,258 | 9,611,071 | 2,281,452 | |||||||||
| Fixed deposit | 1,000,000 | |||||||||||
| Cash at share trading accounts | 31,789 | 7,546 | ||||||||||
| Total | 36,214,258 | 9,642,860 | 2,288,998 | |||||||||
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.
As at December 31, 2024, the Company held fixed deposits bearing interest at 3.2% per annum with a maturity period of 30 days. During the financial year ended June 30, 2025, the Company withdraw the funds from these fixed deposits.
| 13 | TRADE AND OTHER PAYABLES |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Trade payables | 11,237,702 | 25,299,095 | 6,005,435 | |||||||||
| Accruals | 7,389,605 | 3,253,751 | 772,367 | |||||||||
| Sundry payables | 1,110,105 | 10,774,503 | 2,557,624 | |||||||||
| Total | 19,737,412 | 39,327,349 | 9,335,426 | |||||||||
Trade payables as of June 30, 2025 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. Other than this, trade payables consist of the consultant fees in relation to legal counsel, auditors and investment banking firms in which we engaged for our clients.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Accruals consist mainly of staff salaries and consultant fees for which services have been performed but not been billed.
Sundry payables as of June 30, 2025, mainly consist of a US$1 million of deposit received from Sagtec Global Limited in relation to a service agreement that was subsequently terminated. The amount has been settled after June 30, 2025.
| 14 | LEASE LIABILITIES |
The Company has lease contracts for office premises and motor vehicles. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.
The Company also has certain leases with lease terms of 12 months or less. The Company applies the ’short-term lease’ recognition exemptions for these leases.
Carrying amount of lease liabilities is as follows:
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| At beginning of year/period | 1,255,340 | 536,380 | 119,984 | |||||||||
| Additions | 2,446,312 | 580,699 | ||||||||||
| Disposal of controlling interest in subsidiaries | (175,199 | ) | (41,588 | ) | ||||||||
| Finance cost | 30,413 | 49,958 | 11,859 | |||||||||
| Payment | (749,373 | ) | (685,928 | ) | (162,824 | ) | ||||||
| Currency realignment | 7,341 | |||||||||||
| At of end of year / period | 536,380 | 2,171,523 | 515,471 | |||||||||
| Future lease payment payable: | ||||||||||||
| - Not later than one year | 368,501 | 650,739 | 154,471 | |||||||||
| - More than one year to five years | 167,879 | 1,520,784 | 361,000 | |||||||||
| Total future minimum lease payments | 536,380 | 2,171,523 | 515,471 | |||||||||
| June 30, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Depreciation of right-of-use asset | 332,249 | 649,091 | 154,080 | |||||||||
| Interest expense on lease liabilities | 24,327 | 49,958 | 11,859 | |||||||||
| Lease expenses not capitalised in lease liabilities: | ||||||||||||
| - Expense relating to short-term lease | 269,160 | 200,895 | 47,688 | |||||||||
| Total amount recognised in profit or loss | 625,736 | 899,944 | 213,627 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 15 | BANK AND OTHER BORROWINGS |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Bank borrowings | ||||||||||||
| - Current | 117,300 | |||||||||||
| - Non-current | 98,059 | |||||||||||
| Total bank borrowings | 215,359 | |||||||||||
| Other borrowings – current | 600,000 | 600,000 | 142,426 | |||||||||
| Total borrowings | 815,359 | 600,000 | 142,426 | |||||||||
| The Company borrowings is presented as: | ||||||||||||
| Current | 717,300 | 600,000 | 142,426 | |||||||||
| Non-current | 98,059 | |||||||||||
| Total borrowings | 815,359 | 600,000 | 142,426 | |||||||||
Notes:
| (A) | Bank borrowings: |
This is made up of the following loans:
| Loan 1 : |
A principal amount of RM 150,000 from a financial institution, which charged an interest rate at 5.00% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM 3,318. The maturity date is June 2023.
As of the end of the reporting period, the loan has been fully settled. |
| Loan 2 : | A principal amount of RM 200,000 from a financial institution, which charged an interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM 3,639. The maturity date is June 2026. |
| Loan 3 : | A principal amount of RM 300,000 from a financial institution, which charged a fixed interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM 6,136. The maturity date is October 2026. |
On April 23, 2025, all bank borrowings have been derecognised due to disposal of Imej Jiwa Communication Sdn Bhd.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (A) | 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 600,000 shares at RM 1.00 each. It is redeemable at a fair value of RM 600,000.
| 16 | WARRANT LIABILITIES |
As of June 30, 2025, the Company had issued three types of warrants that are classified as financial liabilities in accordance with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.
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. Accordingly, these warrants have been recognized as derivative financial liabilities, with changes in fair value recognized in the consolidated statement of comprehensive income at each reporting date.
| Type of Warrants | Issued | Exercise | Remaining | |||||||||
| December 31, 2024 and June 30, 2025 | ||||||||||||
| Series A | 2,200,000 | 1,246,992 | 953,008 | |||||||||
| Series B | 2,200,000 | 1,271,992 | 928,008 | |||||||||
| Existing Listing | 250,000 | 229,453 | 20,547 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Movement of the fair value of the warrant liabilities during the year is as follows:
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| At beginning of the year | 1,964,335 | 148,887 | 33,305 | |||||||||
| Exercised | (1,913,443 | ) | ||||||||||
| Fair value change | 151,891 | |||||||||||
| Currency realignment | (53,896 | ) | (8,583 | ) | ||||||||
| At end of the year | 148,887 | 140,304 | 33,305 | |||||||||
| 17 | CONTRACT LIABILITIES |
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| At beginning of the year | ||||||||||||
| Additions | 48,168,158 | 11,434,035 | ||||||||||
| Revenue recognised | ||||||||||||
| At end of the year | 48,168,158 | 11,434,035 | ||||||||||
Contract liabilities represent advance payments received from a customer in respect of a service agreement related to the AI Streaming Platform Technology, with a total contract value of approximately US$16 million.
| 18 | SHARE CAPITAL |
| December 31, 2024 |
June
30, 2025 |
December 31, 2024 |
June
30, 2025 |
|||||||||||||||||
| Number of ordinary shares |
Number
of ordinary shares |
RM | RM | US$ | ||||||||||||||||
| Paid up capital: | ||||||||||||||||||||
| At January 1 | 1,293 | 24,972 | 44,009,131 | 341,516,993 | 81,068,434 | |||||||||||||||
| Issuance of shares (1) | 75 | - | 11,184,232 | - | - | |||||||||||||||
| Issuance of shares (2) | 86 | - | 21,054,616 | - | - | |||||||||||||||
| Issuance of shares (3) | 272 | - | 22,764,893 | - | - | |||||||||||||||
| Issuance of shares (4) | 107 | - | 6,461,095 | - | - | |||||||||||||||
| Issuance of shares (5) | 133 | - | 18,692,919 | - | - | |||||||||||||||
| Issuance of shares (6) | 381 | - | 12,356,011 | - | - | |||||||||||||||
| Issuance of shares (7) | 58 | - | 12,968,353 | - | - | |||||||||||||||
| Issuance of shares (8) | 13,104 | - | 81,967,497 | - | - | |||||||||||||||
| Issuance of shares (9) | 309 | - | 3,402,472 | - | - | |||||||||||||||
| Issuance of shares (10) | 3,398 | - | 60,378,929 | - | - | |||||||||||||||
| Issuance of shares (11) | 80 | - | 1,330,718 | - | - | |||||||||||||||
| Issuance of shares (12) | 5,391 | - | 37,825,576 | - | - | |||||||||||||||
| Issuance of shares (13) | 285 | - | 7,120,551 | - | - | |||||||||||||||
| Issuance of shares (14) | - | 28,818 | - | 16,220,625 | 3,850,411 | |||||||||||||||
| Issuance of shares (15) | - | 31,260 | - | 81,891,132 | 19,439,109 | |||||||||||||||
| Issuance of shares (16) | - | 21,618 | - | 23,343,046 | 5,541,113 | |||||||||||||||
| Issuance of shares (17) | - | 50,743 | - | 12,664,500 | 3,006,267 | |||||||||||||||
| Issuance of shares (18) | - | 396,826 | - | 126,879,022 | 30,118,219 | |||||||||||||||
| Issuance of shares (19) | - | 146,326 | - | 22,364,005 | 5,308,711 | |||||||||||||||
| Issuance of shares (20) | - | 94 | - | 242,045 | 57,456 | |||||||||||||||
| Issuance of shares (21) | - | 66 | - | 450,449 | 106,926 | |||||||||||||||
| Issuance of shares (22) | - | 8,038 | - | 20,752,023 | 4,926,062 | |||||||||||||||
| At of end of year / period | 24,972 | 708,761 | 341,516,993 | 646,323,840 | 153,422,708 | |||||||||||||||
| (1) | In January 2024, 75 (2,200,000 prior to 3 rounds of reverse share splits) ordinary shares were issued as part of our following offering at US$36,750 (US$ 1.25 per ordinary share prior to 3 rounds of reverse share splits), before deduction the discounts and expenses. |
| (2) | During February 2024 to April 2024, 86 (2,518,984 prior to 3 rounds of reverse share splits) ordinary shares were issued, in aggregate, to pursuant to the exercise of warrants. |
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (3) | In May 2024, 272 (8,000,000 prior to 3 rounds of reverse share splits) were issued to several third-party companies as prepayment for the development of proprietary softwares. The software under development - Vendor and Customer Relationship Management (“VCRM”) system and Cloud Management Platform (“CMP”). |
| (4) | In August 2024, 107 (3,138,113 prior to 3 rounds of reverse share splits) ordinary shares were issued for At-The-Market offering at the price ranged from US$7,350 to US$23,820 (US$ 0.25 to US$ 0.81 prior to 3 rounds of reverse share splits), before deduction the discounts and expenses. |
| (5) | On July 2 and July 12, 2024, 15 and 118 (434,783 and 3,465,820 prior to 3 rounds of reverse share splits, respectively) ordinary shares, were issued Boustead Securities LLC and Cogia GmbH as consideration for the acquisition of Socializer Messenger, an intellectual property that provides a highly secure messaging platform. |
| (6) | In March 2024, 381 (11,191,047 prior to 3 rounds of reverse share splits) ordinary shares were issued to Sichenzia Ross Ference Carmel LLP as consideration for services rendered to the Company. |
| (7) | In April 2024, 58 (1,697,447 prior to 3 rounds of reverse share splits) ordinary shares were issued to Exchange Listing, LLC at US$50,880 (US$ 1.73 per share prior to 3 rounds of reverse share splits) as a true up shares. |
| (8) | During August 8, 2024, until December 26, 2024, 1,897 (55,775,747 prior to 3 rounds of reverse share splits) and 11,207 (6,724,360 prior to both reverse share split) ordinary shares were issued to Alumni Capital LP, in aggregate, to pursue the purchase and sale of securities agreement signed with Alumni Capital LP in August 1, 2024 |
| (9) | On September 24, 2024, US$ 1,000,000 convertible bridging notes had been converted to 309 (9,099,181 prior to 3 rounds of reverse share splits) ordinary shares at US$3,240 (US$ 0.11 per share prior to 3 rounds of reverse share splits). |
| (10) | In 2024, 1,763 (51,839,411 prior to 3 rounds of reverse share splits) and 1,635 (981,194 prior to both reverse share split) ordinary shares were issued to Codetext Limited as prepayment for services rendered to the Company. |
| (11) | On December 11, 2024, the Company issued 80 (48,316 prior to both reverse share split) ordinary shares to 3 independent directors as gratuity payment for their past services upon their resignation. |
| (12) | From July 16, 2024 until December 5, 2024, 456 (13,408,550 prior to 3 rounds of reverse share splits) and 4,935 (2,961,189 prior to both reverse share split) ordinary shares were issued to various investors between US$14,700 to US$55,290 (US$ 0.50 to US$ 1.88 per share prior to 3 rounds of reverse share splits). |
| (13) | From January 1, 2024 until December 13, 2024, 48 (1,398,625 prior to 3 rounds of reverse share splits) and 237 (142,224 prior to both reverse share split) ordinary shares were issued to executive director and independence director pursuant to their employment agreements. |
| (14) | From January 7, 2025, until June 1, 2025, 4,249 (2,549,431 prior to both reverse share splits) and 24,569 (737,061 prior to 1 to 30 reverse share split) ordinary shares were issued to some management staff, executive director and independence director pursuant to their employment agreements. |
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (15) | From January 8, 2025, until April 4, 2025, 24,783 (14,869,873 prior to both reverse share splits) and 6,477 (194,315 prior to 1 to 30 reverse share split) ordinary shares were issued to various investors between US$392 to US$1,200 (US$ 0.65 to US$ 6.32 per share prior to both reverse share splits). | |
| (16) | During January 15, 2025, until April 3, 2025, 11,618 (6,970,607 prior to both reverse share splits) and 10,000 (300,000 prior to 1 to 30 reverse share split) ordinary shares were issued to Alumni Capital LP, in aggregate, to pursue the purchase and sale of securities agreement signed with Alumni Capital LP in August 1, 2024 | |
| (17) | On June 12, 2025, 50,743 (1,522,288 prior to 1 to 30 reverse share split) ordinary shares were issued to various investor as share pledge to pursuant the friendly loan agreement. | |
| (18) | On June 26, 2025, 396,826 (11,904,764 prior to 1 to 30 reverse share split) ordinary shares were issued to various investors in exchange of the 20% ownership in Quantgold Data Group Limited. | |
| (19) | From January 15, 2025, until June 30, 2025, 16,947 (10,168,212 prior to both reverse share splits) and 129,378 (3,881,351 prior to 1 to 30 reverse share split) ordinary shares were issued to Alumni Capital LP, in aggregate, to the exercise of warrants. | |
| (20) | On January 7, 2025, 94 (56,180 prior to both reverse share splits) ordinary shares were issued to a third party, pursuant to the legal consultancy services agreement. | |
| (21) | On January 9, 2025, 66 (39,370 prior to both reverse share splits) ordinary shares were issued to W capital Markets Pte. Ltd. to pursue the engagement letter to act as Arranger dated December 3, 2024. | |
| (22) | From January 2, 2025, until January 7, 2025, 8,038 (4,822,810 prior to both reverse share splits) ordinary shares were issues to CEO Dato Hoo Voon Him, in aggregate, to pursuant the securities purchase agreement. |
| 19 | 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.
| 20 | FAIR VALUE RESERVE |
Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets measured at fair value of other comprehensive income until it is disposed of and is distributable.
| 21 | 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.
| 22 | REVENUE |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Business strategy consultancy | 52,647,479 | 34,064,797 | 8,086,215 | |||||||||
| Technology development, solutions and consultancy | 8,250,188 | 39,357,954 | 9,342,691 | |||||||||
| Interest income | 3,193,950 | 5,359,512 | 1,272,227 | |||||||||
| Others | 659,975 | 181,708 | 43,133 | |||||||||
| Total | 64,751,592 | 78,963,971 | 18,744,266 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Point in time | 52,647,479 | 55,136,371 | 13,088,131 | |||||||||
| Over time | 12,104,113 | 23,827,600 | 5,656,135 | |||||||||
| Total | 64,751,592 | 78,963,971 | 18,744,266 | |||||||||
| * | Other revenue consist primarily of loan processing fees and management fees |
| 23 | OTHER INCOME |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Interest income | 3,771 | 19,435 | 4,613 | |||||||||
| Foreign exchange gain | 352,100 | 768,785 | 182,492 | |||||||||
| Reimbursement income for expenses incurred | 44,377 | |||||||||||
| Reversal of impairment allowance on other receivables | 64,384 | 625,137 | 148,393 | |||||||||
| Rental income | 295,000 | 70,026 | ||||||||||
| Others | 26,769 | 6,015 | 1,429 | |||||||||
| Total | 491,401 | 1,714,372 | 406,953 | |||||||||
| 24 | COST OF SERVICES |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Consultant fee | 3,465,205 | 1,060,007 | 251,622 | |||||||||
| IT expenses | 42,003 | 13,865,348 | 3,291,321 | |||||||||
| Training costs | 47,635 | |||||||||||
| Others | 426,720 | 506,004 | 120,114 | |||||||||
| Total | 3,981,563 | 15,431,359 | 3,663,057 | |||||||||
The “consultant fee” refers to the Company’s 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, the 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 others.
| 25 | EMPLOYEES BENEFIT EXPENSES |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Wages and salaries | 7,064,194 | 8,859,937 | 2,103,149 | |||||||||
| Defined contribution plans | 593,912 | 468,993 | 111,328 | |||||||||
| Share-based compensation awards | 1,644,554 | 390,380 | ||||||||||
| Directors’ fees | 10,672,584 | 14,748,787 | 3,501,030 | |||||||||
| Other short-term benefits | 47,320 | 37,242 | 8,841 | |||||||||
| Total | 18,378,010 | 25,759,513 | 6,114,728 | |||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 26 | FINANCE COST |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Interest expenses on: | ||||||||||||
| Bank borrowings | 4,446 | |||||||||||
| Operating lease obligation | 24,327 | 49,958 | 11,859 | |||||||||
| Bank charges for investment securities | 13 | 54 | 13 | |||||||||
| Total | 28,786 | 50,012 | 11,872 | |||||||||
| 27 | OTHER OPERATING EXPENSES |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Regulatory compliance and statutory cost | 77,577 | |||||||||||
| Regulatory consultancy fee | 776,000 | |||||||||||
| Cost incurred to obtain licence | 19,597 | 13,527 | 3,211 | |||||||||
| Bad debt written off | 889 | |||||||||||
| Bank charges | 54,394 | 70,435 | 16,720 | |||||||||
| Share option expenses | 1,690,755 | 401,347 | ||||||||||
| Entertainment | 413,987 | 1,179,795 | 280,057 | |||||||||
| Event fees | 539,691 | 607,297 | 144,159 | |||||||||
| Foreign exchange loss | 1,852,970 | - | - | |||||||||
| Marketing expenses | 4,162,840 | 1,262,894 | 299,783 | |||||||||
| Software and website usage fee | 29,165 | 58,216 | 13,819 | |||||||||
| Staff welfare | 1,065,069 | 714,678 | 169,648 | |||||||||
| Office expenses | 1,406,833 | 579,241 | 137,498 | |||||||||
| Referral fees | 30,000 | 1,715,647 | 407,256 | |||||||||
| Recruitment fees | 78,935 | 180,208 | 42,777 | |||||||||
| Travelling expenses | 1,164,755 | 1,368,419 | 324,832 | |||||||||
| Upkeep of office equipment | 257,695 | 180,535 | 42,855 | |||||||||
| Loss on disposal of subsidiary | 4,794 | 138,570 | 32,893 | |||||||||
| Total | 11,935,191 | 9,760,217 | 2,316,855 | |||||||||
| * | This is related to disposal of one of the subsidiaries Imej Jiwa Communication Sdn. Bhd. on April 23, 2025. |
| 28 | INCOME TAX EXPENSE |
| Six months ended June 30, 2024 |
Six months ended June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Current income tax expense | 826,402 | |||||||||||
| Overprovision for prior years | ||||||||||||
| Income tax expense | 826,402 | |||||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 29 | OPERATING LEASE |
| June 30, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Short-term leases | 269,160 | 200,895 | 47,688 | |||||||||
| 30 | OPERATING SEGMENTS |
Segment revenues and results
| Revenue | Net profit | |||||||||||||||||||||||
| June 30, 2024 |
June 30, 2025 |
June 30, 2024 |
June 30, 2025 |
|||||||||||||||||||||
| RM | RM | US$ | RM | RM | US$ | |||||||||||||||||||
| Business strategy consultancy | 52,647,479 | 34,064,797 | 8,086,215 | 22,909,476 | 12,138,055 | 2,881,301 | ||||||||||||||||||
| Technology development, solutions and consultancy | 8,250,188 | 39,357,954 | 9,342,691 | 3,760,825 | 1,383,495 | 328,411 | ||||||||||||||||||
| Interest income | 3,193,950 | 5,359,512 | 1,272,227 | 1,056,683 | 1,571,784 | 373,106 | ||||||||||||||||||
| Others | 659,975 | 181,708 | 43,133 | (201,048 | ) | 69,101 | 16,403 | |||||||||||||||||
| Total | 64,751,592 | 78,963,971 | 18,744,266 | 27,525,936 | 15,162,435 | 3,599,221 | ||||||||||||||||||
| Other gains and losses | (1,260,822 | ) | 4,527,102 | 1,074,631 | ||||||||||||||||||||
| Interest income | 3,771 | 5,438 | 1,291 | |||||||||||||||||||||
| Finance cost | (28,786 | ) | (50,012 | ) | (11,872 | ) | ||||||||||||||||||
| Profit before income tax | 26,240,099 | 19,644,963 | 4,663,271 | |||||||||||||||||||||
| Income tax expense | (826,402 | ) | ||||||||||||||||||||||
| Profit for the year | 25,413,697 | 19,644,963 | 4,663,271 | |||||||||||||||||||||
Revenue reported above represents revenue generated from external customers, there were no inter-segment sales in June 30, 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, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Business strategy consultancy | 152,229,067 | 344,350,904 | 81,741,141 | |||||||||
| Technology development, solutions and consultancy | 117,192,924 | 397,857,855 | 94,442,485 | |||||||||
| Interest income | 12,474,902 | 54,177,713 | 12,860,568 | |||||||||
| Investments and others | 127,411,770 | 1,836,831 | 436,022 | |||||||||
| 409,308,663 | 798,223,303 | 189,480,216 | ||||||||||
| Unallocated assets | ||||||||||||
| Consolidated total assets | 409,308,663 | 798,223,303 | 189,480,216 | |||||||||
No geographical segment information presented as Company’s operations are conducted predominantly in Malaysia.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 31 | FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT |
| c) | Financial risk management policies and objectives |
The management of the Company 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 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 significant currency other than the Company’s functional currency is as follows:
| Assets | Liabilities | |||||||||||||||
| December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
|||||||||||||
| RM | RM | RM | RM | |||||||||||||
| United States Dollar | 46,423,441 | 65,644,242 | 869,929 | 9,694,158 | ||||||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Foreign currency sensitivity
The following table details the sensitivity to a 5% increase and decrease in the related foreign currency against the functional currency (“RM”) 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.
| December 31, 2024 |
June 30, 2025 |
|||||||
| RM | RM | |||||||
| United States Dollar | 2,277,676 | 2,797,504 | ||||||
| (iii) | Interest rate risk management |
The Company is exposed to interest rate risk as the Company has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes 15 to the financial statements. 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. In 2024, a 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 basis points higher or lower, with all other variables held constant, no material impact to the Company’s profit or loss.
| (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.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The Company’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 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 10 and 11 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.
| (vi) | Fair value of financial assets and financial liabilities |
The 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 values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 32 | 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 values, are as follows:
| Carrying amount | Fair value | |||||||||||||||||||||||
| December 31, 2024 |
June 30, 2025 |
December 31, 2024 |
June 30, 2025 |
|||||||||||||||||||||
| RM | RM | US$ | RM | RM | US$ | |||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Financial assets at fair value through other comprehensive income | 127,618,662 | 427,165,899 |
101,399,553 | 127,618,662 | 427,165,899 | 101,399,553 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||
| Warrant liabilities | 148,887 | 140,304 | 33,305 | 148,887 | 140,304 | 33,305 | ||||||||||||||||||
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.
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 | |||||||||||||
| RM | RM | RM | RM | |||||||||||||
| As at December 31, 2024 | ||||||||||||||||
| Financial assets at fair value through other comprehensive income | 4,036,772 | 123,581,890 | 127,618,662 | |||||||||||||
| Warrant liabilities | 148,887 | 148,887 | ||||||||||||||
| As at June 30, 2025 | ||||||||||||||||
| Financial assets at fair value through other comprehensive income | 8,174,760 | 418,991,139 |
427,165,899 |
|||||||||||||
| Warrant liabilities | 140,304 | 140,304 | ||||||||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The movements in fair value measurements within Level 1 during the years are as follow:
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||
| At January 1 | 36 | 4,036,772 | 903,000 | |||||||||
| Transfer from Level 3 | 7,546,035 | 1,791,259 | ||||||||||
| Addition | 4,036,771 | 8,918,026 | 2,116,938 | |||||||||
| Disposal | (35 | ) | (9,680,659 | ) | (2,297,970 | ) | ||||||
| Fair value changes recognized in other comprehensive income | (624,937 | ) | (148,346 | ) | ||||||||
| Loss on disposal | (1,420,098 | ) | (337,099 | ) | ||||||||
| Currency realignment | (600,379 | ) | (87,278 | ) | ||||||||
| At December 31 | 4,036,772 | 8,174,760 | 1,940,504 | |||||||||
During the year, Sagtec Global Limited was successfully listed on Nasdaq, resulting in the fair value measurement moving from Level 3 to Level 1.
There were no transfers between Level 1 and Level 2, nor between Level 2 and Level 3, during the financial years ended December 31, 2024 and June 30, 2025.
The movements in fair value measurements within Level 3 during the years are as follow:
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||
| At January 1 | 38,368,793 | 123,581,890 | 27,644,482 | |||||||||
| Addition | 208,299,477 | 302,778,984 | 71,872,904 | |||||||||
| Disposal | (77,345,224 | ) | - | - | ||||||||
| Transfer to Level 1 | (4,036,771 | ) | (7,546,035 | ) | (1,791,259 | ) | ||||||
| Fair value changes recognized in other comprehensive income | (40,274,575 | ) | - | - | ||||||||
| Currency realignment | (1,429,810 | ) | 176,300 | 1,732,922 | ||||||||
| At December 31 | 123,581,890 | 418,991,139 | 99,459,049 | |||||||||
| December 31, 2024 |
June 30, 2025 |
|||||||||||
| RM | RM | US$ | ||||||||||
| Warrant liabilities | ||||||||||||
| At January 1 | 1,964,335 | 148,887 | 33,305 | |||||||||
| Addition | 17,506,418 | |||||||||||
| Disposal | (19,270,975 | ) | ||||||||||
| Currency realignment | (50,891 | ) | (8,583 | ) | ||||||||
| At December 31 | 148,887 | 140,304 | 33,305 | |||||||||
| 33 | RECONCILIATIONS OF LIABILITIES ARISING FROM FINANCING ACTIVITIES |
| At beginning of year |
Addition | Disposal | Payment | Interest charges |
Interest paid |
At end of year |
||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||||||||||||||
| Bank borrowings | 215,359 | (176,259 | ) | (39,100 | ) | |||||||||||||||||||||||
| Lease liabilities | 536,380 | 2,446,312 | (175,199 | ) | (635,970 | ) | 49,958 | (49,958 | ) | 2,171,523 | ||||||||||||||||||
| Other borrowings | 600,000 | 600,000 | ||||||||||||||||||||||||||
| 1,351,739 | 2,446,312 | (351,458 | ) | 675,070 | 49,958 | (49,958 | ) | 2,771,523 | ||||||||||||||||||||
F-
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| At beginning of year |
Principal | Interest charges |
Interest paid |
At end of year |
||||||||||||||||
| RM | RM | RM | RM | RM | ||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||
| Bank borrowings | 322,599 | (107,240 | ) | 10,060 | (10,060 | ) | 215,359 | |||||||||||||
| Lease liabilities | 1,255,340 | (718,960 | ) | 32,413 | (32,413 | ) | 536,380 | |||||||||||||
| Other borrowings | 600,000 | 600,000 | ||||||||||||||||||
| 2,177,939 | (826,200 | ) | 42,473 | (42,473 | ) | 1,351,739 | ||||||||||||||
| 34 | COMPARATIVE FIGURES |
Interim unaudited condensed consolidated statements of cash flows
| As previously reported | Reclassified | |||||||||||||||||
| Note | Six months ended June 30, 2024 |
Six months ended June 30, 2024 |
||||||||||||||||
| RM | US$ | RM | US$ | |||||||||||||||
| Operating activities | ||||||||||||||||||
| Adjustments for: | ||||||||||||||||||
| Non-cash revenue | (26,888,040 | ) | (5,700,000 | ) | ||||||||||||||
| Professional fee | 1,419,630 | 300,948 | ||||||||||||||||
| Director fee paid in shares | 5,969,039 | 1,265,377 | ||||||||||||||||
| Share option expenses | 5,969,038 | 1,265,377 | ||||||||||||||||
| Operating cash flow before movement in working capital | 32,954,486 | 6,986,026 | 7,486,063 | 1,586,974 | ||||||||||||||
| Trade and other receivables | (27,164,496 | ) | (5,758,606 | ) | ||||||||||||||
| Trade receivables | (22,445,321 | ) | (4,758,187 | ) | ||||||||||||||
| Other receivables | (5,908,844 | ) | (1,252,617 | ) | ||||||||||||||
| Deposits and prepayment | 1,189,669 | 252,198 | ||||||||||||||||
| Net cash generated from/(used in) operating activities | (19,508,769 | ) | (4,135,668 | ) | (44,977,192 | ) | (9,534,720 | ) | ||||||||||
| Investing activities | ||||||||||||||||||
| Acquisition of financial assets measured at fair value through other comprehensive income | (26,888,040 | ) | (5,700,000 | ) | ||||||||||||||
| Net cash used in investing activities | (21,757,285 | ) | (4,612,331 | ) | 5,130,755 | 1,087,669 | ||||||||||||
| Financing activities | ||||||||||||||||||
| Proceeds from issuance of share capital | 30,527,043 | 6,471,433 | 29,107,413 | 6,170,485 | ||||||||||||||
| Net cash flow generated from financing activities | 40,336,915 | 8,551,030 | 38,917,298 | 8,250,082 | ||||||||||||||
| 35 | SUBSEQUENT EVENTS |
The Company evaluated all events and transactions from June 30, 2025, up through October 6, 2025, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, other than the events disclosed above, there are not any material subsequent events that require in the consolidated financial statements.
| ● | On September 17, 2025, the Company terminated and rescinded the acquisition of 20% equity stake in QuantGold Data Group Limited. |
| ● | From July 9, 2025, until August 7, 2025, 287,709 (8,631,283 prior to 1 to 30 reverse share splits) ordinary shares were issued to Alumni Capital LP, in aggregate, to the exercise of warrants. |
| ● | On July 16, 2025, 40,333 (1,210,000 prior to 1 to 30 reverse share splits) ordinary shares were issued to Alumni Capital LP, in aggregate, to pursue the purchase and sale of securities agreement signed with Alumni Capital LP in August 1, 2024 |
| ● | On August 13, 2025, the Company entered into a Securities Purchase Agreement with Alumni Capital LP (“Alumni”), a Delaware limited partnership, (“Securities Purchase Agreement”), pursuant to which Alumni could purchase convertible notes (“Convertible Notes”) from the Company, in multiple tranches, having an aggregate principal amount of up to $61,200,000. |
| ● | From August 18, 2025 until September 12, 2025, 209,986 (6,299,577 prior to 1 to 30 reverse share splits) ordinary shares were issued to Alumni Capital LP, in aggregate, pursuant to securities purchase agreement in which Alumni could purchase convertible notes (“Convertible Notes”). |
| ● | On October 1, 2025, 65,451 ordinary shares were issued to Hoo Voon Him, executive director pursuant to his subscription agreement. |
F-