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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 SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

Commission File Number 001-42379

 

Founder Group Limited

 

No. 17, Jalan Astana 1D, Bandar Bukit Raja, 41050 Klang,
Selangor Darul Ehsan, Malaysia

(Address of principal executive office)

 

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

 

Form 20-F ☒ Form 40-F ☐

 

 

 

 


 

EXPLANATORY NOTE

 

Founder Group Limited (the “Company”) is filing this report of foreign private issuer on Form 6-K to report its financial results for the six months ended June 30, 2025 and to discuss its recent corporate developments.

 

Attached as exhibits to this report of foreign private issuer on Form 6-K are:

 

(1) the unaudited condensed consolidated interim financial statements and related notes as Exhibit 99.1;
(2) the management’s discussion and analysis of financial condition and results of operations as Exhibit 99.2; and
(3) Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.1

 

1


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Statements in this report of foreign private issuer with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulation, and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.

 

All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

 

2


 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Unaudited Condensed Consolidated Financial Statements and Related Notes as of June 30, 2025 and for the Six Months Ended June 30, 2025 and 2024
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
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 Labels 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).

 

3


 

SIGNATURE

 

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

 

  FOUNDER GROUP LIMITED
     
  By: /s/ Lee Seng Chi
  Name:  Lee Seng Chi
  Title: Chief Executive Officer, Director, and
Chairman of the Board of Directors

 

Date: November 21, 2025

 

4

Exhibit 99.1

 

FOUNDER GROUP LIMITED

 

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS

 

CONTENTS   PAGE(S)
Unaudited Interim Condensed Consolidated Statement of Financial Position as of December 31, 2024 and June 30, 2025   F-2
Unaudited Interim Condensed Consolidated Statement of Comprehensive Income for the six months ended June 30, 2024 and 2025   F-3
Unaudited Interim Condensed Consolidated Statement of Changes in Equity for the six months ended June 30, 2024 and 2025   F-4
Unaudited Interim Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024 and 2025   F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements   F-7

 

F-1


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2024 AND JUNE 30, 2025

 

          As of
December 31,
2024
(Audited)
   

As of
June 30,
2025
(Unaudited)

   

As of
June 30,
2025
(Unaudited)

 
    Note     RM     RM     USD  
ASSETS                        
                            
Non-current assets                        
Plant and equipment   6     26,582,995     25,914,234     6,151,747  
Right-of-use assets   7       739,244       596,165       141,523  
Trade receivables   8       2,478,739       2,195,683       521,230  
Deferred tax asset   9       74,000       609,217       144,621  
Total non-current assets           29,874,978       29,315,299       6,959,121  
                               
Current assets                              
Cash and bank balances           13,901,973       23,037,161       5,468,763  
Inventories   10       3,049,405       1,377,332       326,963  
Trade receivables   8       18,794,355       22,776,475       5,406,878  
Contract assets   11       32,547,589       20,300,766       4,819,173  
Other receivables and prepayment   12       12,944,794       17,963,327       4,264,291  
Amount due from related parties   13       2,420,493       6,380,850       1,514,742  
Income tax receivable   9       758,543       821,322       194,973  
Total current assets           84,417,152       92,657,233       21,995,783  
Total assets           114,292,130       121,972,532       28,954,904  
                               
LIABILITIES AND EQUITY                              
                               
Current liabilities                              
Trade payables   8       27,396,814       25,154,330       5,971,354  
Other payables and accrued liabilities   12       31,816,499       12,810,351       3,041,033  
Convertible securities payable   14      
      7,656,956       1,817,675  
Bank and other borrowings   15       32,940,381       37,052,577       8,795,864  
Lease liabilities   7       276,524       284,499       67,537  
Amount due to related parties   13       2,168,066       3,114,186       739,273  
Income tax payable   9       1,597      
     
 
Total current liabilities           94,599,881       86,072,899       20,432,736  
                               
Non-current liabilities                              
Lease liabilities   7       471,295       327,023       77,632  
Bank and other borrowings   15       2,099,476       18,263,817       4,335,624  
Total non-current labilities           2,570,771       18,590,840       4,413,256  
Total liabilities           97,170,652       104,663,739       24,845,992  
                               
Capital and reserves                              
Share capital   16       7,425,257       9,812,347       2,329,341  
Reserves   17       1,704,989       1,704,989       404,745  
Retained earnings           7,859,024       5,929,426       1,407,579  
Other comprehensive income/(loss)           132,208       (137,970 )     (32,753 )
Attributable to equity owners of the Company           17,121,478       17,308,792       4,108,912  
Non-controlling interests          
      1      
 
Total equity           17,121,478       17,308,793       4,108,912  
Total liabilities and equity           114,292,130       121,972,532       28,954,904  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-2


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND JUNE 30, 2025

 

          Six months
ended
June 30,
2024
    Six months
ended
June 30,
2025
    Six months
ended
June 30,
2025
 
    Note     RM     RM     USD  
Revenue from contract services               21,776,845       38,289,161       9,089,415  
Revenue from sales of goods           7,595,546       2,507,413       595,232  
Revenue from contract services – related parties           1,067,194       14,669,420       3,482,355  
Total revenue   18       30,439,585       55,465,994       13,167,002  
                               
Cost of sales from contract services           (21,459,409 )     (46,953,622 )     (11,146,259 )
Cost of sales from sales of goods           (6,750,913 )     (2,262,004 )     (536,975 )
Cost of sales for contract services – related party           (1,799 )     (386,972 )     (91,863 )
Total cost of sales   19       (28,212,121 )     (49,602,598 )     (11,775,097 )
Gross profit           2,227,464       5,863,396       1,391,905  
                               
Selling and administrative           (3,454,946 )     (6,127,228 )     (1,454,534 )
Selling and administrative to related party           (56,441 )     (216,352 )     (51,360 )
Loss from operation before income tax           (1,283,923 )     (480,184 )     (113,989 )
                               
Other income           118,707       848,670       201,465  
Other income from related party           50,188              
Finance cost           (703,418 )     (2,090,193 )     (496,188 )
Finance cost – related parties           (63,514 )     (59,223 )     (14,059 )
Loss before income tax           (1,881,960 )     (1,780,930 )     (422,771 )
Income tax benefit/(expense)   9       170,138       (148,668 )     (35,292 )
Net loss for the period           (1,711,822 )     (1,929,598 )     (458,063 )
                               
Other comprehensive income/(loss):                              
Currency translation arising from consolidation           2,224       (270,178 )     (64,137 )
                               
Total comprehensive loss for the period           (1,709,598 )     (2,199,776 )     (522,200 )
                               
Loss attributable to:                              
Equity owners of the Company           (1,709,598 )     (2,199,776 )     (522,200 )
Non-controlling interests          
     
     
 
Total           (1,709,598 )     (2,199,776 )     (522,200 )
                               
Basic and diluted net loss per share:                              
Basic           (0.11 )     (0.12 )     (0.03 )
Diluted           (0.11 )     (0.12 )     (0.03 )
Weighted average number of common shares outstanding – Basic and diluted:                              
Basic           15,700,000       18,450,460       18,450,460  
Diluted           15,700,000       18,450,460       18,450,460  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

 

    Number of
outstanding
shares
    Share
capital
    Reserves     Retained
earnings
    Other
comprehensive
income/(loss)
    Non-controlling
interests
    Total
shareholders’
equity
 
          RM     RM     RM     RM     RM     RM  
Balance at January 1, 2024     15,700,000       69,284       1,704,989       13,009,029       6,360      
    —
      14,789,662  
Foreign currency translation adjustment          
     
     
      2,224      
      2,224  
Net loss for the period          
     
      (1,711,822 )    
     
      (1,711,822 )
Balance at June 30, 2024 (Unaudited)     15,700,000       69,284       1,704,989       11,297,207       8,584      
      13,080,064  
                                                         
Balance at January 1, 2025     17,665,289       7,425,257       1,704,989       7,859,024       132,208      
      17,121,478  
Transaction costs of share issue           (228,590 )    
     
     
     
      (228,590 )
Convertible securities     785,171       2,615,680      
     
     
     
      2,615,680  
Non-controlling interests arising from a new subsidiary          
     
     
     
      1       1  
Foreign currency translation adjustment          
     
     
      (270,178 )    
      (270,178 )
Net loss for the period          
     
      (1,929,598 )    
     
      (1,929,598 )
Balance at June 30, 2025 (Unaudited)     18,450,460       9,812,347       1,704,989       5,929,426       (137,970 )     1       17,308,793  

  

 

    Share
capital
    Reserves     Retained
earnings
    Other
comprehensive
income
    Non-controlling
interests
    Total
shareholders’
equity
 
    USD     USD     USD     USD     USD     USD  
Balance at June 30, 2024     15,700       361,265       2,393,730       798      
      2,771,493  
Balance at June 30, 2025     2,234,635       404,745       1,407,579       61,953      
      4,108,912  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

 

    Six months
ended
June 30,
2024
    Six months
ended
June 30,
2025
    Six months
ended
June 30,
2025
 
    RM     RM     USD  
CASH FLOWS FROM OPERATING ACTIVITIES:                  
Net loss before income tax     (1,881,960 )     (1,780,930 )     (422,771 )
                         
Adjustments for:                        
Depreciation of plant and equipment     124,775       1,293,080       306,963  
Plant and equipment written off     32,779      
     
 
Amortization of right-of-use assets     71,253       143,079       33,965  
Extinguishment of right-of-use asset and lease liabilities     (3,188 )    
     
 
Imputed interests of lease liabilities     5,049       19,703       4,677  
Allowance for expected credit losses on trade receivables    
      649,075       154,083  
Reversal of allowance for expected credit losses on trade receivables    
      (376,000 )     (89,258 )
Impairment loss on contract asset     (10,787 )    
     
 
Fair value gain on derivative asset     (3,565 )    
     
 
Discount on convertible securities    
      689,549       163,691  
Interest income     (34,881 )     (58,456 )     (13,877 )
Finance cost     766,932       1,440,164       341,879  
Unrealized foreign exchange gains     (8,678 )     (748,233 )     (177,622 )
Operating profit before changes in working capital     (942,271 )     1,271,031       301,730  
                         
Changes in operating assets and liabilities:                        
Contract assets     18,261,184       12,246,823       2,907,258  
Trade receivables     (1,879,608 )     (3,972,139 )     (942,941 )
Inventories     66,681       1,672,073       396,931  
Other receivables and prepayment     (1,654,273 )     (5,018,533 )     (1,191,343 )
Contract liabilities     2,581,199            
 
Trade payables     (15,473,486 )     (2,242,484 )     (532,340 )
Other payables and accrued liabilities     3,942,595       (18,804,175 )     (4,463,899 )
Cash flows generated from/(used in) operations     4,902,021       (14,847,404 )     (3,524,604 )
Income tax paid     (910,677 )     (748,261 )     (177,629 )
Net cash generated from/(used in) operating activities     3,991,344       (15,595,665 )     (3,702,233 )
                         
Investing activities                        
Interest income     34,881       58,456       13,877  
Purchase of plant and equipment     (3,789,561 )     (324,019 )     (76,918 )
Incorporation of a subsidiary company    
      1      
 
Deposit pledged with licensed banks     (1,475,707 )     (1,634,469 )     (388,005 )
Net cash used in investing activities     (5,230,387 )     (1,900,031 )     (451,046 )
                         
Financing activities                        
Proceeds from issuance of convertible securities    
      10,044,046       2,384,343  
Interest paid     (766,932 )     (2,070,490 )     (491,511 )
Repayment of lease liabilities     (75,000 )     (156,000 )     (37,033 )
Amount due from/(to) related parties     1,412,732       (3,073,460 )     (729,605 )
Proceeds from bank borrowings     3,616,009       19,951,926       4,736,362  
Net cash provided by financing activities     4,186,809       24,696,022       5,862,556  
                         
Net increase in cash and cash equivalents     2,947,766       7,200,326       1,709,277  
                         
Cash and cash equivalents at beginning of period     1,945,602       4,563,108       1,083,230  
Effects of exchange rate changes     10,902       276,082       65,539  
Cash and cash equivalents at end of period     4,904,270       12,039,516       2,858,046  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5


 

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following as at the end of each reporting period:

 

    Six months ended
June 30,
2024
    Six months ended
June 30,
2025
    Six months ended
June 30,
2025
 
    RM     RM     USD  
Cash and bank balances     4,904,270       13,529,427       3,211,734  
Deposits with licensed banks     5,130,252       9,507,734       2,257,029  
As per statement of financial position     10,034,522       23,037,161       5,468,763  
Less:                        
Bank overdraft (Note 15)    
      (1,489,911 )     (353,688 )
Deposit pledged with licensed banks     (5,130,252 )     (9,507,734 )     (2,257,029 )
As per statement of cash flows     4,904,270       12,039,516       2,858,046  

 

Liabilities arising from financing activities

 

Reconciliation between the opening and closing balances in the statement of financial position for liabilities arising from financing activities of the Company is as follows

 

    At
beginning of
year
    Cash flows     Non cash
flows
    At end of
year
 
    RM     RM     RM     RM  
As of June 30, 2025                        
Convertible securities payable    
      7,362,081       294,875       7,656,956  
Hire purchase payables     250,000       (46,510 )     300,300       503,790  
Term loan     2,072,038       16,035,373      
      18,107,411  
Trade financing     31,252,219       3,963,063      
      35,215,282  
Lease liabilities     747,819       (156,000 )     19,703       611,522  
      34,322,076       27,158,007       614,878       62,094,961  

 

    At
beginning of
year
    Cash flows     Non cash
flows
    At end of
year
 
    RM     RM     RM     RM  
As of December 31, 2024                        
Hire purchase payables    
     
      250,000       250,000  
Term loan     942,456       1,129,582      
      2,072,038  
Trade financing     23,766,660       7,485,559      
      31,252,219  
Lease liabilities     215,647       (205,000 )     737,172       747,819  
      24,924,763       8,410,141       987,172       34,322,076  

 

F-6


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1 ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Founder Group Limited (the “Company”) was incorporated in the British Virgin Islands on May 18, 2023 with registered office at Trinity Chambers, P.O Box 4301, Road Town, Tortola, British Virgin Islands while principal place of business of the Company at No. 17, Jalan Astana 1D, Bandar Bukit Raja 41050 Klang, Selangor, Malaysia.

 

The group structure which represents the operating subsidiaries and dormant companies as of the reporting date is as follow:

 

 

 

Details of the Company and its subsidiaries (collectively, the “Group”) are shown in the table below:

 

    Percentage of effective ownership
    June 30,
Name   Date of
incorporation
  2025     2024     Place of
incorporation
  Principal
activities
        %     %          
Founder Group Limited   May 18, 2023    
     
    British Virgin Islands   Holding company
Founder Energy Sdn. Bhd.   April 13, 2021     100       100     Malaysia   Business of renewable energy activities and related business and activities of holding companies
Founder Energy (Singapore) Pte Ltd   May 27, 2022     100       100     Singapore   Dormant
Founder Assets Sdn. Bhd.   September 21, 2022     100       100     Malaysia   Business in the investment of renewable energy project
Founder Assets (Thailand) Company Limited   January 14, 2025     99.99      
    Thailand   Dormant
Founder Solar Solution Sdn. Bhd.   February 10, 2025     100      
    Malaysia   Business of renewable energy activities

 

The Company provides engineering, procurement, construction and commissioning (“EPCC”) services for solar photovoltaic (“PV”) facilities in Malaysia primarily through Founder Energy Sdn. Bhd and Founder Solar Solution Sdn. Bhd.

 

On April 13, 2021, Mr. Lee Seng Chi incorporate Founder Energy Sdn. Bhd. with 100% equity interest.

 

On August 25, 2021, Reservoir Energy Link Bhd acquired 51% equity interest in Founder Energy Sdn. Bhd. from Mr. Lee Seng Chi.

 

F-7


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1 ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)

 

Founder Energy (Singapore) Pte Ltd was incorporated and domiciled in Singapore for future business expansion purpose in Singapore.

 

Founder Assets Sdn. Bhd. and Founder Assets (Thailand) Company Limited were incorporated and domiciled in Malaysia and Thailand respectively to carry out business in the investment of renewable energy project.

  

2 MATERIAL ACCOUNTING POLICIES INFORMATION

 

BASIS OF PREPARATION

 

The audited consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with the provisions of the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”).

 

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

  

ADOPTION OF NEW AND REVISED STANDARDS

 

At the date of authorization of those financial statements, our Company has not adopted the new and revised IFRS Accounting Standards and amendments to IFRS Accounting Standards that have been issued but are not yet effective to them. We do not anticipate that the adoption of these new and revised IFRS Accounting Standards pronouncements in future periods will have a material impact on our financial statements in the period of their initial adoption.

 

NEW AND REVISED IFRS IN ISSUE BUT NOT YET EFFECTIVE

 

The Group has not applied in advance the following accounting standards and/or interpretations (including the consequential amendments, if any) that have been issued by the International Accounting Standards Board (IASB) but are not yet effective for the current financial period:

 

IFRSs and/or IC Interpretations (Including The Consequential Amendments)   Effective Date
IFRS 19 Subsidiaries without Public Accountability: Disclosures   1 January 2027
IFRS 18 Presentation and Disclosure in Financial Statements   1 January 2027
Annual Improvements of IFRS Accounting Standards – Volume 11   1 January 2026
Amendments to IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments   1 January 2026
Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity   1 January 2026

 

F-8


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

RECENTLY ADOPTED IFRS

 

The Group has adopted the following accounting standards and/or interpretations (including the consequential amendments, if any) that have been issued by the International Accounting Standards Board (IASB) for the current financial period:

 

IFRSs and/or IC Interpretations (Including The Consequential Amendments)   Effective Date
Amendment to IAS 21 Lack of Exchangeability   1 January 2025
Amendments to the SASB standards to enhance their international applicability   1 January 2025

 

BASIS OF CONSOLIDATION

 

The acquisition of entities, businesses or assets under common control are accounted for in accordance with merger accounting.

 

The combined financial statements incorporate the financial statements of the combined entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party.

 

The combined financial statements have prepared using uniform accounting policies for like transactions and other events in similar circumstances.

 

All intra-group balances, transactions, income and expenses are eliminated in full on combination and the combined financial statements reflect external transactions only.

 

The net assets of the combined entities or businesses are combined using the existing carrying amounts from the controlling party’s perspective. No amount is recognized in respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over the acquisition cost at the time of common control combination. All differences between the cost of acquisition (fair value of consideration paid) and the amounts at which the assets and liabilities are recorded, arising from common control combination, have been recognized directly in equity as part of the capital reserve.

 

The combined statements of profit or loss and other comprehensive income include the results of each of the combining entities or businesses from the earliest date presented or since the date when the combined entities or businesses first came under the common control, where this is a shorter period, regardless of the date of the common control combination.

 

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 statement of comprehensive income, statement of changes in equity, and statement of financial position. Total comprehensive income is attributed to the non-controlling interests based on the irrespective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

 

CONVENIENCE TRANSLATION

 

Translations of amounts in the unaudited interim consolidated statement of financial position, unaudited interim consolidated statement of comprehensive income and unaudited interim consolidated statement of cash flows from RM into USD as of and for the period ended June 30, 2025 are solely for the convenience of the reader. Unless otherwise noted, all translations from RM into USD for the six months ended June 30, 2025 were calculated at the evening middle rate of USD1 = RM4.21250, as published by Bank Negara Malaysia, or an average rate of USD1 = RM4.37809.

 

F-9


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

FINANCIAL ASSETS

 

Classification and measurement

 

The Group classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.

 

The classification depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.

 

  1. Financial assets at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of income and comprehensive income. Realized and unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statement of income and comprehensive income in the period in which they arise. The Company has classified cash as FVTPL.

 

  2. Financial assets at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. There are no financial assets classified as FVTOCI.

 

  3. Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, and subsequently carried at amortized cost less any impairment. They are classified as current assets or non- current assets based on their maturity date. The Company has classified trade receivables, contract assets, other receivables and amounts due from related parties at amortized cost.

 

Impairment

 

The Company assesses at end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired.

 

The Company recognizes expected credit losses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expected losses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetime expected credit losses at each reporting date from the date of the account receivable.

 

The Company measures expected credit loss by considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs are a probability-weighted estimate of credit losses.

 

ECLs are measured as the difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro-economic factors in the measurement of the ECLs associated with its assets carried at amortized cost.

 

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

 

F-10


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS 

 

Classification as debt or equity

 

Debt and equity instruments issued by the Group 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 Group 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 (“FVTPL”), 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.

 

Financial liabilities are classified as either financial liabilities at FVTPL or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

 

Financial liabilities are classified as measured at amortized cost, net of transaction costs unless classified as FVTPL. The Company’s trade payables, other payables and accrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.

 

The Group derecognises financial liabilities when, and only when, the Group’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.

 

F-11


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

PLANT AND EQUIPMENT

 

Plant and equipment is recognized and subsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of property and equipment have different useful lives they are accounted for separately. Depreciation is provided at rates which are calculated to write off the assets over their estimated useful lives as follows:

 

Computer and Software   4 years straight line
Motor Vehicles   5 years straight line
Office Equipment   4 years straight line
Equipment and Tools   5 years straight line
Solar Asset Plant   10 - 21 years straight line
Office Renovation   5 years straight line
Plant and Machinery   5 years straight line
Forklift   5 years straight line

 

Assets under construction are not depreciated as these assets are not available for use.

 

Plant or equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset, being the difference between the net disposal proceeds and the carrying amount, is recognized in profit or loss. The revaluation reserve included in equity is transferred directly to retained profits on retirement or disposal of the asset.

 

INVENTORIES

 

Inventories are stated at the lower of cost and net realizable value. Cost is determined based on weighted average method and comprises the purchase price and incidentals incurred in bringing the inventories to their present location and condition.

 

Net realizable value represents the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale.

 

IMPAIRMENT OF NON-FINANCIAL ASSETS

 

Impairment of assets are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. When the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount and an impairment loss shall be recognized. The recoverable amount of an asset is the higher of the asset’s fair value less costs to sell and its value in use, which is measured by reference to discounted future cash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognized in profit or loss.

 

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in profit or loss immediately.

 

CONTRACT ASSETS AND LIABILITIES

 

Contract assets includes unbilled amounts resulting from performance obligation satisfied measured under input method. Contract assets are subsequently transferred to trade receivable upon satisfaction of billing milestone base on contract and entitlement to pay becomes unconditional. A contract asset is subject to impairment requirement of IFRS 9.

 

Contract liabilities include advance payments from customers that performance obligation yet to satisfied. A contract liabilities is stated at cost and represents the obligation of the Group to transfer goods or services to a customer for which consideration has been received (or the amount is due) from the customers.

 

F-12


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

LEASES

 

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months or less. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line method over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

 

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as a separate line item in the statement of financial position.

 

The right-of-use asset is initially measured at cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any incentives received.

 

The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses, and adjustment for any remeasurement of the lease liability. The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Group or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets are determined on the same basis as those property, plant and equipment.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

 

The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other than lease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognized in profit or loss if the carrying amount has been reduced to zero.

 

PROVISIONS

 

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of past events, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. The discount rate shall be a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as interest expense in profit or loss.

 

REVENUE RECOGNITION

 

The Group accounts for its revenue under IFRS 15 Revenue from Contracts with Customers. (“IFRS 15”) The five-step model defined by IFRS 15 requires the Company to:

 

  (1) identify its contracts with customers;

 

  (2) identify its performance obligations under those contracts;

 

  (3) determine the transaction prices of those contracts;

 

  (4) allocate the transaction prices to its performance obligations in those contracts; and

 

  (5) recognise revenue when each performance obligation under those contracts is satisfied. Revenue recognized when promised goods and services are transferred to the client in an amount that reflects the consideration expected in exchange for those services.

 

F-13


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

REVENUE RECOGNITION (cont.)

 

Revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed oi determinable and collectability is reasonably assured. Our revenue agreements generally do not include a right of return in relation to the delivered goods or services. Depending on the terms of the agreement and the laws that apply to the agreement, control of the services may be transferred over time or at a point in time. Control of the services is transferred over time if our performance:

 

  - provides all of the benefits received and consumed simultaneously by the client;

 

  - creates and enhances an asset that the client controls as the Group performs; or

 

  - does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance complete to date.

  

The Group recognises revenue from the following major sources:

 

  (i) Large-scale solar projects (“LSS”)

 

LSS are utility scale solar PV power plants with installed generating capacity of 1 MWac or more. Large-scale solar projects are ground mounted and floating and are designed to supply power to the power grid. For the majority of our large-scale solar projects, we usually act as the contractor to the project awarder, who is the main contractor for a solar project. As an EPCC provider, we assume most of the responsibility for the entire project lifecycle, from design and engineering to material procurement, construction, installation, integration, and commissioning.

 

  (ii) Commercial and industrial (“C&I”) solar projects

 

C&I projects are smaller scale solar projects where the solar PV systems are installed on rooftops and are designed to generate electricity for commercial and industrial properties for their own consumption, such as factories, warehouses and commercial stores. For C&I projects, we usually sign a service contract with the project owner and act as the main contractor. As the main contractor, we engage in comprehensive services encompassing project design, engineering, equipment procurement, construction, and commissioning.

 

Rendering of Services

 

Revenue from providing product and services related to renewable energy services industry is recognized over time in the year in which the services are rendered using input method, determined based on the proportion of costs incurred for work performed to date over the estimated total costs. Transaction price is computed based on the price specified in the contract and adjusted for any variable consideration such as incentives and penalties.

 

A receivable is recognized when the services are rendered as this is the point over time that the consideration is unconditional because only the passage of time is required before the payment is due. If the services rendered exceed the payment received, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized.

 

Billings are made with a credit term of 30 days to 90 days, which is consistent with market practice, therefore, no element of financing is deemed present. The Company become entitled to invoice customers for construction of solar PV power plants and systems based on achieving a series of performance-related milestones.

 

Defect liability period and performance warranty are usually 24 months from the date of Certificate of Practical Completion as provided in the contracts with customers.

 

F-14


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

REVENUE RECOGNITION (cont.)

 

Sale of Goods

 

Revenue is recognized at a point in time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group will collect the considerations to which it would be entitled to in exchange for the goods sold. Billings are made with a credit term of 30 days to 90 days, which is consistent with market practice, therefore, no element of financing is deemed present.

 

The Company generally provides standard warranties to its customers, from date of delivery cost or satisfactory completion of the project. There is no warranty claim historically.

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents comprise cash in hand, bank balances, fixed deposits, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less. For the purpose of the statement of cash flows, cash and cash equivalents are presented net of bank overdrafts.

 

SHARE CAPITAL

 

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.

 

INCOME TAX

 

Current tax assets and liabilities are the expected amount of income tax recoverable or payable to the taxation authorities, measured using tax rates and tax laws that have been enacted or substantively enacted at the end of the reporting period and are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss (either in other comprehensive income or directly in equity).

 

Deferred taxes are recognized using the liability method for temporary differences other than those that arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on the period.

 

Deferred tax assets are recognized for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefits will be realized.

 

Current and deferred tax items are recognized in correlation to the underlying transactions either in profit or loss, other comprehensive income or directly in equity.

 

Current tax assets and liabilities or deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same taxable entity (or on different tax entities but they intend to settle current tax assets and liabilities on a net basis) and the same taxation authority.

 

F-15


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

2 MATERIAL ACCOUNTING POLICIES INFORMATION (cont.)

 

FOREIGN CURRENCY TRANSACTIONS

 

The functional currency used by the Company is the Malaysia Ringgit. Consequently, operations in currencies other than the Malaysia Ringgit are considered to be denominated in foreign currency and are recorded at the exchange rates in force on the dates of the operations.

 

At year-end, monetary assets and liabilities denominated in foreign currency are converted by applying the exchange rate on the balance sheet date. The profits or losses revealed are charged directly to the profit and loss account for the year in which they occur. Non-monetary items in foreign currency measured in terms of historical cost are converted at the exchange rate on the date of the transaction.

 

The exchange differences of the monetary items that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of the year, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until the time of its disposal.

 

EARNINGS PER SHARE

 

Basic income per share is calculated by dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period. For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.

 

Diluted income per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculation of diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase ordinary shares at the average market price during the period.

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding, as of June 30, 2025 and 2024.

 

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year other than as disclosed below:-

 

Impairment of Trade Receivables and Contract Assets

 

The Group uses the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables and contract assets. The contract assets are grouped with trade receivables for impairment assessment because they have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables and contract assets.

 

Contract Revenue Recognition

 

Revenue from providing product and services related to renewable energy services industry is recognized over time measure via input method, determined based on the proportion of costs incurred for work performed to date over the estimated total costs. Transaction price is computed based on the price specified in the contract and adjusted for any variable consideration such as incentives and penalties. The Group applied judgement and assumptions significantly affects the determination of the amount and the timing of revenue recognized from contract with customers for commercial& industrial and large scale solar. The Group measures the performance of service work done by comparing the actual costs incurred with the estimated total costs required to complete the services. Significant judgements are required to estimate the total contract costs to complete. In making these estimate, management relied on estimates and also on past experience of completed projects. A change in estimate will directly affect the revenue to be recognized.

 

F-16


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

4 ACQUISITION OF FOUNDER ENERGY SDN. BHD. AT DISCOUNT UNDER COMMON CONTROL

 

On June 14, 2023, Founder Group Limited acquired 100% equity interests of Founder Energy Sdn. Bhd. from Reservoir Energy Link Berhad and Mr. Lee Seng Chi under common control. The Company accounted the transaction as following:

 

    RM     Convenience
Translation
USD
 
Obligation assumed by the Company     4       1  
Book value of Share Capital of Founder Energy Sdn. Bhd.     (1,300,000 )     (294,583 )
Bargain purchase accounted as merger reserve in equity     1,299,996       294,582  

 

5 ACQUISITION OF ASSETS AND BUSINESS FROM SOLAR BINA ENGINEERING SDN. BHD. AT DISCOUNT UNDER COMMON CONTROL

 

On July 31, 2021, Founder Energy Sdn. Bhd. entered into a Business and Asset Transfer Agreement with Solar Bina Engineering Sdn. Bhd., a common control entity owned and controlled by Mr. Lee Seng Chi, acquiring a variety of fixed assets and inventory at the net asset value as define in aforementioned agreement.

 

In addition to assets, Founder Energy Sdn. Bhd. acquired renewable energy, mounting structure system, building structural design and installation, solar system installation services and project management business from Solar Bina Engineering Sdn. Bhd.

 

The net asset value of transferred inventory and other assets by Solar Bina Engineering Sdn Bhd. as of January 1, 2021 amounted to RM 1,375,507, whereas the net asset value of inventory and other assets as of July 31, 2021 amounted to RM 1,020,236, which is also the amount of consideration stipulated in said agreement. As such, the Company accounted for the bargain purchase, as other reserve in equity amounting to RM 355,271.

 

Business transferred from Solar Bina Engineering Sdn Bhd., resulted in a loss of RM 49,722, which Founder Energy Sdn Bhd. acquired without consideration. As such, the Company accounted for the bargain purchase, as other reserve in equity amounting to RM 49,722.

 

The consideration, amounting to RM 1,020,236, was made in cash, with payment being completed by Founder Energy Sdn. Bhd. to Solar Bina Engineering Sdn. Bhd. in the year 2021.

 

The Company account the acquisition of assets and business under common control similarly to business combination under common control, measured at book value of transferring entity tabled as following:

 

    RM     Convenience
Translation
USD
 
Acquisition of assets from Solar Bina Engineering Sdn. Bhd.            
Computer and Software     44,171       10,009  
Motor Vehicle     14,746       3,342  
Office Equipment     30,800       6,979  
Mould     8,502       1,927  
Plant and Machinery     691,187       156,625  
Forklift     45,800       10,378  
Inventory     540,301       122,434  
Total fixed assets acquired from Solar Bina Engineering Sdn. Bhd.     1,375,507       311,694  
Consideration transferred by Founder Energy Sdn. Bhd.     (1,020,236 )     (231,189 )
Bargain purchase accounted as other reserve in equity     355,271       80,505  
                 
Acquisition of business from Solar Bina Engineering Sdn. Bhd.                
Sales     20,268       4,593  
Staff Costs     (69,990 )     (15,860 )
Net loss absorbed by Solar Bina Engineering Sdn. Bhd. accounted as other reserve in equity     (49,722 )     (11,267 )

 

F-17


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6 PLANT AND EQUIPMENT

 

    As of
December 31,
2024
(Audited)
    Addition     Written
off
    As of
June 30,
2025
(Unaudited)
 
At cost   RM     RM     RM     RM  
Computer and Software     254,214       29,521      
      283,735  
Motor Vehicle     369,547       350,000      
      719,547  
Office Equipment     39,628      
     
      39,628  
Equipment and Tools     59,389       40,448      
      99,837  
Office Renovation     1,082,273      
     
      1,082,273  
Solar Asset Under Construction     470,396      
     
      470,396  
Plant and Machinery & Solar Asset Plant     25,486,353       140,000      
      25,626,353  
Forklift     45,800      
     
      45,800  
Capital Work-in-progress     171,720       64,350      
      236,070  
      27,979,320       624,319      
      28,603,639  

 

    As of
December 31,
2024
(Audited)
    Depreciation
charge
during the
year
    Written
off
    As of
June 30,
2025
(Unaudited)
 
Accumulated depreciation   RM     RM     RM     RM  
Computer and Software     148,905       31,926      
      180,831  
Motor Vehicle     49,741       54,060      
      103,801  
Office Equipment     30,879       3,922      
      34,801  
Equipment and Tools     22,248       9,695      
      31,943  
Office Renovation     101,419       108,227      
      209,646  
Plant and Machinery & Solar Asset Plant     1,010,144       1,081,204      
      2,091,348  
Forklift     32,989       4,046      
      37,035  
      1,396,325       1,293,080      
      2,689,405  

 

    As of
December 31,
2023
(Audited)
    Addition     Written
off
    As of
December 31,
2024
(Audited)
 
At cost   RM     RM     RM     RM  
Computer and Software     223,714       30,500      
      254,214  
Motor Vehicle     79,747       289,800      
      369,547  
Office Equipment     39,318       4,240       (3,930 )     39,628  
Equipment and Tools     33,389       26,000      
      59,389  
Signboard     7,180      
      (7,180 )    
 
Office Renovation     41,500       1,082,273       (41,500 )     1,082,273  
Solar Asset Under Construction    
      470,396      
      470,396  
Plant and Machinery & Solar Asset Plant     2,025,568       23,460,785      
      25,486,353  
Forklift     45,800      
     
      45,800  
Capital Work-in-progress    
      171,720      
      171,720  
      2,496,216       25,535,714       (52,610 )     27,979,320  

 

F-18


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6 PLANT AND EQUIPMENT (cont.)

 

    As of
December 31,
2023
(Audited)
    Depreciation
charge
during the
year
    Written
off
    As of
December 31,
2024 (Audited)
 
Accumulated depreciation   RM     RM     RM     RM  
Computer and Software     83,649       65,256      
      148,905  
Motor Vehicle     30,063       19,678      
      49,741  
Office Equipment     21,329       10,402       (852 )     30,879  
Equipment and Tools     12,204       10,044      
      22,248  
Signboard     3,291       898       (4,189 )    
 
Office Renovation     9,604       106,605       (14,790 )     101,419  
Plant and Machinery & Solar Asset Plant     649,337       360,807      
      1,010,144  
Forklift     25,190       7,799      
      32,989  
      834,667       581,489       (19,831 )     1,396,325  

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
Carrying amounts   RM     RM     Convenience
Translation
USD
 
Computer and Software     105,309       102,904       24,428  
Motor Vehicle     319,806       615,746       146,171  
Office Equipment     8,749       4,827       1,146  
Equipment and Tools     37,141       67,894       16,117  
Signboard    
     
     
 
Office Renovation     980,854       872,627       207,152  
Solar Asset Under Construction     470,396       470,396       111,667  
Plant and Machinery & Solar Asset Plant     24,476,209       23,535,005       5,586,945  
Forklift     12,811       8,765       2,081  
Capital Work-in-progress     171,720       236,070       56,040  
      26,582,995       25,914,234       6,151,747  

 

   

As of

December 31,

2024 (Audited)

    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Depreciation expenses, class under cost of sale     416,378       1,029,431       244,375  
Depreciation expenses, class separately from cost of sale     165,111       263,649       62,588  
Total depreciation expenses     581,489       1,293,080       306,963  

 

F-19


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

6 PLANT AND EQUIPMENT (cont.)

 

During the financial year, the Group made the following cash payments to purchase plant and equipment.

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
                   
Purchase of plant and equipment     25,535,714       624,319       148,206  
Financed by hire purchase arrangements     (250,000 )     (300,300 )     (71,288 )
Other payables     (24,023,094 )    
     
 
Cash payments on purchase of plant and equipment     1,262,620       324,019       76,918  

 

The carrying amount of the plant and equipment of the Group under hire purchase arrangements at the end of the reporting period are as follows:

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
                         
Motor vehicle     284,970       588,490       139,701  

  

F-20


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

7 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Right-of-use assets                        
Balance brought forward     213,761       739,244       175,488  
Less: Amortization     (190,487 )     (143,079 )     (33,965 )
Termination of right-of-use asset     (142,507 )    
     
 
Add: New lease recognized     858,477      
     
 
Balance carried forward     739,244       596,165       141,523  
                         
Lease liabilities                        
Balance brought forward     215,647       747,819       177,524  
Add: Imputed interest     24,391       19,703       4,677  
Less: Principal repayment     (205,000 )     (156,000 )     (37,032 )
Termination of lease liability     (145,696 )    
     
 
Add: New lease recognized     858,477      
     
 
Balance carried forward     747,819       611,522       145,169  
Future minimum lease payments together with the present value of net minimum lease payments are as follows:
                       
Minimum lease payment:                        
Not later than one (1) year     312,000       312,000       74,065  
Later than one (1) year and not later than five (5) years     494,000       338,000       80,238  
      806,000       650,000       154,303  
Less: Future interest charges     (58,181 )     (38,478 )     (9,134 )
Present value of lease payment     747,819       611,522       145,169  
                         
Repayment as follows:                        
Lease liabilities current portion     276,524       284,499       67,537  
Lease liabilities non-current portion     471,295       327,023       77,632  
      747,819       611,522       145,169  
                         
The followings are the amounts recognized in profit or loss:                        
Depreciation charges of right-of-use assets     190,487       143,079       33,965  
Interest expense on lease liabilities     24,391       19,703       4,677  
Extinguishment of right-of-use assets and liabilities     (3,188 )    
     
 
Expense relating to short-term leases and leases of low-value assets     12,499       53,943       12,805  
Total     224,189       216,725       51,447  

  

On July 1, 2024, Founder Energy Sdn. Bhd. had entered into a Tenancy Agreement with Mr. Lee Seng Chi pertaining to the rental of our principal office for two years with option to renew for additional year with monthly rental amounted RM 26,000 (December 31, 2024: RM 26,000).

 

The extension options for lease of office premise has been included in lease liabilities. Subsequent renewal is negotiated with Mr. Lee Seng Chi to align with the Group’s business needs.

 

F-21


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8 TRADE RECEIVABLES AND TRADE PAYABLES

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Trade receivables                  
Non-current                        
Project retention receivables     2,478,739       2,195,683       521,230  
                         
Current                        
Trade receivables     16,195,071       19,435,129       4,613,680  
Project retention receivables     1,168,425       3,363,472       798,450  
Accrued liquidated ascertained damages to sub-contractors     2,011,284       831,374       197,359  
Less: Provision for expected credit loss     (580,425 )     (853,500 )     (202,611 )
Total current trade receivables     18,794,355       22,776,475       5,406,878  
Total trade receivables     21,273,094       24,972,158       5,928,108  
                         
Increase/(Decrease) in provision for expected credit loss     552,876       (273,075 )     (72,922 )
Increase in total trade receivables     5,371,214       3,699,064       878,116  

 

Trade receivables are non-interest bearing and generally have 30 to 90 days (December 31, 2024: 30 to 90 days) payment terms. Other credit terms may be negotiated with customers on a case-by-case basis. Due to their comparatively short maturities, the carrying value of trade receivables approximate their fair value.

 

F-22


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8   TRADE RECEIVABLES AND TRADE PAYABLES (cont.)

 

The aging of the Group’s net trade receivables is as follows:

 

    Gross     Impaired     Total  
    RM     RM     RM     Convenience
Translation
USD
 
As of June 30, 2025 (Unaudited)                                
Current     4,764,950       (6,577 )     4,758,373       1,129,585  
                                 
Past due                                
1 – 30 days     3,160,798       (4,058 )     3,156,740       749,374  
31 – 60 days     1,443,752       (4,373 )     1,439,379       341,692  
61 – 90 days     4,534,038       (3,522 )     4,530,516       1,075,493  
More than 90 days     5,531,591       (834,970 )     4,696,621       1,114,925  
      14,670,179       (846,923 )     13,823,256       3,281,484  
      19,435,129       (853,500 )     18,581,629       4,411,069  

 

    Gross     Impaired     Total  
    RM     RM     RM     Convenience
Translation
USD
 
As of December 31, 2024 (Audited)                                
Current     9,400,268       (6,577 )     9,393,691       2,098,915  
                                 
Past due                                
1 – 30 days     2,660,393       (4,058 )     2,656,335       593,528  
31 – 60 days     1,144,998       (4,373 )     1,140,625       254,860  
61 – 90 days     958,805       (3,522 )     955,283       213,447  
More than 90 days     2,030,607       (561,895 )     1,468,712       328,167  
      6,794,803       (573,848 )     6,220,955       1,390,002  
      16,195,071       (580,425 )     15,614,646       3,488,917  

 

F-23


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8 TRADE RECEIVABLES AND TRADE PAYABLES (cont.)

 

The movements in the Group’s allowance for expected credit losses are as follows:

 

    ECL – not credit impaired     ECL – credit impaired     Total  
    RM     RM     RM     Convenience
Translation
USD
 
Trade receivables                                
As of December 31, 2023    
      27,549       27,549       6,156  
Charge for the year     95,976       484,449       580,425       129,689  
Reversal during the year    
      (27,549 )     (27,549 )     (6,156 )
As of December 31, 2024     95,976       484,449       580,425       129,689  

 

As of January 1, 2025     95,976       484,449       580,425       137,786  
Charge for the year    
      649,075       649,075       154,083  
Reversal during the year    
      (376,000 )     (376,000 )     (89,258 )
As of June 30, 2025     95,976       757,524       853,500       202,611  

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Trade payables                  
Trade payables     25,204,848       22,586,074       5,361,679  
Project retention payables     2,191,966       2,568,256       609,675  
Total trade payables     27,396,814       25,154,330       5,971,354  
                         
Decrease in total trade payables     (11,022,059 )     (2,242,484 )     (532,340 )

 

Included in trade payables is related party balance amounting to Nil (December 31, 2024: RM 2,667).

 

Trade payables are non-interest bearing and generally on cash basis or credit terms of 7 days to 90 days (December 31, 2024: 7 to 90 days). Other credit terms may be negotiated with suppliers on a case-by-case basis.

 

F-24


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 DEFERRED TAX ASSET AND INCOME TAX (EXPENSE)/BENEFIT

 

    For the six months ended  
    June 30,
2024
    June 30,
2025
    June 30,
2025
 
    RM     RM     Convenience
Translation
USD
 
Income tax expense/(benefit)                  
Tax expense/(benefit) recognized in profit or loss                  
Current income tax                  
Current financial year     (420,371 )     610,581       144,945  
Prior financial year     250,233       73,304       17,402  
                         
Deferred taxation                        
Current financial year    
      (932,747 )     (221,424 )
Prior financial year             397,530       94,369  
Total income tax expense/(benefit) recognized in profit or loss     (170,138 )     148,668       35,292  

 

British Virgin Islands

 

The Company is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law.

 

Malaysia

 

Founder Energy Sdn. Bhd., Founder Assets Sdn. Bhd. and Founder Solar Solution Sdn. Bhd. are subject to Malaysia Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Malaysia tax laws. The standard corporate income tax rate in Malaysia is calculated at 24% of the estimated assessable profits for the financial year.

 

The unutilized tax losses can be carried forward for a maximum period of ten consecutive years to offset future taxable income.

 

Singapore

 

Founder Energy (Singapore) Pte Ltd is subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The standard corporate income tax rate in Singapore is 17%.

 

Thailand

 

Founder Assets (Thailand) Company Limited is subject to Thailand Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Thailand tax laws. The standard corporate income tax rate in Thailand is 20%.

 

F-25


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 DEFERRED TAX ASSET AND INCOME TAX (EXPENSE)/BENEFIT (cont.)

 

The numerical reconciliations between the tax expense and the product of accounting loss multiplied by the applicable tax rates of the Group are as follows:

 

    For the six months ended  
    June 30,
2024
    June 30,
2025
    June 30,
2025
 
    RM     RM     Convenience
Translation
USD
 
Net loss before taxes     (1,881,960 )     (1,780,930 )     (422,771 )
                         
Tax at the Malaysian statutory income tax rate of 24%     (451,670 )     (427,423 )     (101,465 )
                         
Tax effects in respect of:                        
Different tax rates in other countries     (17,072 )     554,889       131,724  
Deferred tax not recognized on previously unrecognized origination and reversal of temporary differences    
      (740,027 )     (175,674 )
Adjustment in respect of current income tax of prior years     250,233       73,304       17,402  
Adjustment in respect of deferred tax of prior years    
      397,530       94,369  
Non-deductible expenses     56,742       410,137       97,361  
Non-taxable income     (8,371 )     (119,742 )     (28,425 )
Tax benefit     (170,138 )     148,668       35,292  

 

The deferred tax assets are made up of the following:

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
At beginning of year/period     74,000       74,000       17,566  
Recognised in profit or loss    
      535,217       127,055  
At end of year/period     74,000       609,217       144,621  

  

Presented after appropriate offsetting as follows:

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
                   
Deferred tax asset     74,000       609,217       144,621  
Deferred tax liability    
     
     
 
      74,000       609,217       144,621  

 

F-26


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

9 DEFERRED TAX ASSET AND INCOME TAX (EXPENSE)/BENEFIT (cont.)

 

The deferred tax asset as at the end of the reporting period are made up of the temporary differences arising from:

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Deferred tax asset                  
Plant and equipment    
      181,284       43,035  
Provisions and others     707,852       2,041,958       484,738  
Other temporary differences    
      479,842       113,909  
                         
Deferred tax liability                        
Plant and equipment     (295,010 )     (164,679 )     (39,093 )
Other temporary differences     (104,509 )    
       
Presented after appropriate offsetting     308,333       2,538,405       602,589  
                         
At 24%     74,000       609,217       144,621  

 

10 INVENTORIES

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Inventories     3,049,405       1,377,332       326,963  

 

The amount of inventories recognized as an expense in cost of sales of the Group was RM 49,602,598 (USD 11,775,097) (June 30, 2024: RM 28,212,121).

 

F-27


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11 CONTRACT ASSETS AND CONTRACT LIABILITIES

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Contract Assets                  
Contract cost     189,071,858       232,283,405       55,141,461  
Contract margin     24,840,605       33,377,175       7,923,365  
Contract revenue recognized     213,912,463       265,660,580       63,064,826  
Less: Bill to trade receivables     (180,008,528 )     (244,671,600 )     (58,082,279 )
Contract assets carried forward     33,903,935       20,988,980       4,982,547  
Contract cost assets    
     
     
 
Less: Provision for impairment loss     (2,668,908 )     (2,668,908 )     (633,569 )
Add: Accrued revenue     1,312,562       1,980,694       470,195  
Balance carried forward     32,547,589       20,300,766       4,819,173  
                         
Decrease in contract assets     18,445,458       12,246,823       2,907,258  
Increase in provision for impairment loss     (2,372,132 )    
     
 

 

Significant decrease in contract assets for the year ended June 30, 2025 primarily due to a decrease in unbilled revenue related to the satisfaction of performance obligation in excess of amounts billed to customers.

 

12 OTHER RECEIVABLES AND PREPAYMENT AND OTHER PAYABLES AND ACCRUED LIABILITIES

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Other Receivables                  
Project deposits     323,067       1,162,562       275,979  
Prepayment to suppliers     10,743,527       10,981,418       2,606,864  
Other receivables     240,666       280,382       66,560  
Other deposits     366,513       991,684       235,415  
Other prepayments     1,271,021       1,056,341       250,763  
Other current assets    
      3,490,940       828,710  
      12,944,794       17,963,327       4,264,291  

 

Included in the other current assets of the Group are commitment fee and deferred transaction costs of attributable to the convertible securities payable.

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Other Payables                  
Accrued staff cost     683,062       353,692       83,963  
Other payables and accrued expenses     30,314,506       10,491,985       2,490,679  
Prepayment from customer     818,931       1,964,674       466,391  
      31,816,499       12,810,351       3,041,033  

 

F-28


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

13 AMOUNT DUE FROM/(TO) RELATED PARTIES

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Trade                  
Amount due from Solar Bina Engineering Sdn. Bhd.     24,727       24,727       5,870  
Amount due from RL Sunseap Energy Sdn. Bhd.     1,387,771      
     
 
Amount due from Reservoir Link Renewable Sdn. Bhd.     390,000       3,840,451       911,680  
Amount due from RL Sigma Engineering Sdn. Bhd.    
      697,677       165,620  
      1,802,498       4,562,855       1,083,171  
Non-trade                        
Amount due from Solar Bina Engineering Sdn. Bhd.     400,000       1,600,000       379,822  
Amount due from Reservoir Link Energy Bhd.     217,995       217,995       51,750  
      617,995       1,817,995       431,572  
                         
Amount due from related parties     2,420,493       6,380,850       1,514,742  
                         
Non-trade                        
Amount due to Reservoir Link Energy Bhd.     1,514,762       1,790,337       425,006  
Amount due to Reservoir Link Sdn. Bhd.     258,804       258,804       61,438  
Amount due to Reservoir Link Holdings Sdn. Bhd.           600,000       142,433  
Amount due to Mr. Lee Seng Chi     394,500       465,045       110,396  
Amount due to related parties     2,168,066       3,114,186       739,273  

 

Both amount due to and from related parties is repayable on demand. Other than amount due to and from related parties that is trade nature, amount due to and from related parties is subject to interest rate of BLR + 1.5% per annum.

 

Material Transactions with Related Parties

 

Name of Related Party   Relationship to Us
Solar Bina Engineering Sdn. Bhd.   An entity where Chief Executive Officer and Director Mr. Lee Seng Chi is a common director.
Reservoir Link Energy Bhd.   Our largest shareholder.
Reservoir Link Holdings Sdn. Bhd.   A corporate shareholder of Reservoir Link Energy Bhd.
Reservoir Link Sdn. Bhd.   An entity controlled by Reservoir Link Energy Bhd.
Reservoir Link Renewable Sdn. Bhd.   An entity controlled by Reservoir Link Energy Bhd.
RL Sigma Engineering Sdn. Bhd.   An entity controlled by Reservoir Link Energy Bhd.
Lee Seng Chi   Our Chief Executive Officer and Director
RL Sunseap Energy Sdn. Bhd.   Related company with Reservoir Link Energy Bhd.

 

F-29


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

13 AMOUNT DUE FROM/(TO) RELATED PARTIES (cont.)

 

    For the six months ended  
    June 30,
2024
    June 30,
2025
    June 30,
2025
 
    RM     RM     Convenience
Translation
USD
 
                   
Revenue from Solar Bina Engineering Sdn. Bhd.     74,034      
     
 
Revenue from Reservoir Link Energy Bhd.     138,170      
     
 
Revenue from RL Sunseap Energy Sdn. Bhd.     1,000,483       4,360,439       1,035,119  
Revenue from Reservoir Link Renewable Sdn. Bhd.     (145,493 )     7,368,513       1,749,202  
Revenue from RL Sigma Engineering Sdn. Bhd.    
      2,940,468       698,034  
Total revenue from related parties     1,067,194       14,669,420       3,482,355  
                         
Purchases from Reservoir Link Renewable Sdn. Bhd.     1,799       386,972       91,863  
                         
Expenses charged to Reservoir Link Energy Bhd.     50,188      
     
 
                         
Expenses charged by Reservoir Link Energy Bhd.     56,441       216,352       51,360  
                         
Rental payment to Mr. Lee Seng Chi     75,000       156,000       37,033  
                         
Finance cost charged by Reservoir Link Energy Bhd.     90,097       59,223       14,059  
Finance cost charged by Reservoir Link Sdn. Bhd.     (26,583 )    
     
 
      63,514       59,223       14,059  
                         
Advances to Solar Bina Engineering Sdn. Bhd.    
      1,500,000       356,083  

 

The related party transactions derived from the sales of renewable energy contracting services, project management fees, back charge of expenses, management fees, legal and professional fee, rental expenses, interest expenses on advances, and advances provided.

 

The revenue from related parties consists of sales of renewable energy and contracting services. The Group was appointed as the contractor to provide engineering, procurement, construction and commissioning works for related parties, primarily for commercial and industrial rooftop solar photovoltaic facilities.

 

The purchases relate to the consultancy fees for project management services provided by Reservoir Link Renewable Sdn. Bhd. for commercial and industrial rooftop solar photovoltaic facilities.

 

The expenses charged to Reservoir Link Energy Bhd. include back charge of expenses while the expenses charged by Reservoir Link Energy Bhd. include a one-off legal and professional fee reimbursement related to the Initial Public Offering exercise and management fees.

 

The Group also incurs rental expenses payable to Mr. Lee Seng Chi amounting to RM26,000 per month for the lease of the Group’s principal office.

 

The finance cost charged by related parties consists of interest expenses on funds advanced to the Group.

 

In addition, advances were provided to Solar Bina Engineering Sdn. Bhd. for its short-term working capital needs, which are expected to be settled in due course.

 

F-30


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

14 CONVERTIBLE SECURITIES PAYABLE

 

The amount of convertible securities payable consists of the followings:

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
At beginning of year/period    
     
     
 
Addition    
      9,931,706       2,357,675  
Interest expenses    
      294,875       70,000  
Conversion    
      (2,569,625 )     (610,000 )
At end of year/period    
      7,656,956       1,817,675  

 

On April 22, 2025, the Company entered into a Securities Purchase Agreement with Avondale Capital, LLC, a Utah limited liability company (“Avondale”), pursuant to which the Company issue and sell to the Avondale an aggregate amount of up to USD10,000,000, representing the Company’s ordinary share.

 

On April 24, 2025, the Company received net proceeds of USD 1,250,000 from the initial Pre-Paid Purchase with a principal amount of USD 1,357,500, after deduction of USD 87,500 original issue discount and USD 20,000 for Avondale’s transaction costs.

 

On May 30, 2025, the Company received net proceeds of USD 1,000,000 from the Pre-Paid Purchase #2 and Pre-Paid Purchase #3, with an accrued original issue discount of USD 70,000.

 

In addition, the Company delivered 1,750,000 shares of ordinary shares as a commitment fee at closing. The Company has the right to repurchase these pre-delivery shares at USD 0.0001 per share. On June 23, 2025, Avondale purchased 785,171 shares of ordinary shares, at par value, in exchange for USD 610,000.

 

During the six months ended June 30, 2025, the Company charged to interest expense the amounts of USD 157,500 in connection with the discount on this security.

 

F-31


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

15 BORROWINGS

 

    Note   As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
        RM     RM     Convenience
Translation
USD
 
Non-current liabilities                      
Hire purchase payables         171,382       326,870       77,595  
Term loan         1,928,094       17,936,947       4,258,029  
          2,099,476       18,263,817       4,335,624  
                             
Current liabilities                            
Bank overdraft         1,465,600       1,489,911       353,688  
Hire purchase payables         78,618       176,920       41,998  
Term loan         143,944       170,464       40,467  
Trade financing         31,252,219       35,215,282       8,359,711  
          32,940,381       37,052,577       8,795,864  
                             
Total borrowings                            
Bank overdraft   (a)     1,465,600       1,489,911       353,688  
Hire purchase payables   (b)     250,000       503,790       119,593  
Term loan   (a)     2,072,038       18,107,411       4,298,496  
Trade financing   (a)     31,252,219       35,215,282       8,359,711  
          35,039,857       55,316,394       13,131,488  

 

(a) The following table sets out the carrying amount of the borrowings:

 

    Capacity     As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     RM     Convenience
Translation
USD
 
Line of Credit                        
AmBank Islamic Bank – Domestic Recourse Factoring, at Base Financing Rate – 1%     10,000,000       3,692,949       4,000,000       949,555  
AmBank Islamic Bank – Invoice Financing, at Base Financing Rate     30,000,000       19,502,322       19,580,418       4,648,170  
AmBank Islamic Bank – Accepted Bills, at Islamic Interbank Discounting Rate + 1.50%     10,200,000       436,269       99,926       23,721  
CIMB Islamic Bank – Invoice Financing, at Cost of Funds + 1.5%     14,500,000       6,257,673       6,984,300       1,657,994  
CIMB Islamic Bank – Overdraft, at Base Financing Rate +0.5%     500,000       460,338       492,460       116,904  
Maybank Islamic Bank – Invoice Financing, at Cost of Funds + 1.5%     5,000,000       1,363,007       2,625,323       623,222  
Maybank Islamic Bank – Overdraft, at Base Financing Rate +1.0%     1,000,000       1,005,262       997,451       236,784  
Sunway SCF Sdn Bhd. – Invoice Factoring    
     
      1,925,315       457,049  
AmBank Islamic Bank – Term Financing, at Base Financing Rate – 1%     1,000,000       862,876       821,333       194,976  
AmBank Islamic Bank – Term Financing, at Base Financing Rate – 1.75%     9,700,000       1,209,161       1,195,506       283,800  
AmBank Islamic Bank – Term Financing, at Base Financing Rate – 0.75%     21,500,000      
      16,090,572       3,819,720  
      103,400,000       34,789,857       54,812,604       13,011,895  

 

F-32


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

15 BORROWINGS (cont.)

 

The Group entered into banking facilities with AmBank Islamic Bank and is secured by:

 

  i) Corporate guarantee from the Group;
     
  ii) Corporate guarantee from Reservoir Link Energy Bhd;
     
  iii) Fixed deposits pledged by Founder Energy Sdn. Bhd.;

 

  iv) First legal charge over the escrow account, debt reserve account and sinking fund account; and

 

  v) Insurance policy for the Directors of the Group.

 

The Group entered into a banking facility with Maybank Islamic Bank and is secured by:

 

  i) Corporate guarantee from the Group; and

 

  ii) Fixed deposits pledged by Founder Energy Sdn. Bhd..

 

The Group entered into a banking facility with CIMB Islamic Bank and is secured by:

 

  i) Corporate guarantee from the Group;

 

  ii) Fixed deposits pledged by Founder Energy Sdn. Bhd.; and 

 

  iii) Sinking fund account.

 

(b) Hire purchase payable

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Minimum hire purchase payment                  
Not later than one (1) year     90,612       197,712       46,934  
Later than one (1) year and not later than five (5) years     181,213       341,173       80,990  
      271,825       538,885       127,924  
Less: Future interest charges     (21,825       (35,095 )     (8,331 )
Present value of hire purchase payment     250,000       503,790       119,593  
                         
Repayable as follows:                        
Non-current liabilities     171,382       326,870       77,595  
Current liabilities     78,618       176,920       41,998  
      250,000       503,790       119,593  

 

The hire purchase payables of the Group bears interest of 3.19% per annum and are secured by the Group’s motor vehicle under hire purchase arrangements.

 

F-33


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

15 BORROWINGS (cont.)

 

(c) The following table sets out the remaining maturities of the borrowings based on contractual undiscounted repayment obligations:

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Maturities                  
Within 1 year     32,940,381       37,052,578       8,795,864  
1 - 5 years     930,524       6,457,619       1,532,966  
More than 5 years     1,168,952       11,806,197       2,802,658  
Total     35,039,857       55,316,394       13,131,488  

 

The interest rate profile of the Group’s interest-bearing financial instruments based on their carrying amount as at the end of the reporting period are as follows based on their carrying amount as at the end of the reporting period are as follows:

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Fixed rate instrument                  
Hire purchase payables     250,000       503,790       119,593  
Floating rate instrument                        
Bank borrowings     34,789,857       54,812,604       13,011,895  
Total     35,039,857       55,316,394       13,131,488  

 

Sensitivity analysis for variable rate instruments

 

Sensitivity analysis of interest rate for the floating rate instruments at the end of each reporting period, assuming all other variables remain constant, is as follows:

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
Effects of 50 basis point changes   RM     RM     Convenience
Translation
USD
 
Floating rate instrument                  
Bank borrowings     132,201       208,288       49,445  

 

Sensitivity analysis for fixed rate instruments at the end of each reporting period is not presented as fixed rate instruments are not affected by changes in interest rates.

 

F-34


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

16 SHARE CAPITAL

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
Paid up capital:   Number of ordinary shares     Number of ordinary shares     RM     RM     Convenience
Translation
USD
 
At beginning of year/period     15,700,000       17,665,289       69,284       7,425,257       1,762,673  
Issuance of share capital (1)     1,218,750      
      21,208,687      
     
 
Issuance of share capital (2)     2,813      
      49,301      
     
 
Transaction costs of share issue    
     
      (18,195,839 )     (228,590 )     (54,265 )
Issuance of share capital (3)     743,726      
      4,293,824      
     
 
Issuance of share capital (4)    
      785,171      
      2,615,680       620,933  
At end of year/period     17,665,289       18,450,460       7,425,257       9,812,347       2,329,341  

 

As of December 31, 2023, the Company has authorized 15,700,000 ordinary shares at USD 0.001. The paid up ordinary shares has no par value and carry one vote per share and carry a right to dividends as and when declared by the Company.

 

  (1) On October 24, 2024, 1,218,750 ordinary shares were issued in our initial public offering at USD 4.00 per ordinary share, before deduction the discounts and expenses.

 

  (2) On October 31, 2024, 2,813 ordinary shares were issued in our underwriters’ partial exercise of the over-allotment option, at USD 4.00 per ordinary share, before deduction the discounts and expenses.

 

  (3) On December 31, 2024, 743,726 ordinary shares were issued to CNP Equity Limited pursuant to the exercise of warrant as consideration for certain professional consulting service relating to the initial offering rendered to the Company.
     
  (4) Pursuant to the Securities Purchase Agreement dated April 22, 2025, between Avondale Capital, LLC and the Company, Avondale elected to convert a portion of its convertible securities into redemption conversion shares. On June 23, 2025, 785,171 ordinary shares were issued to Avondale, amount of USD 610,000 at a price of USD 0.7769 per share.

 

F-35


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

17 RESERVES

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Bargain purchases from acquisition of Founder Energy Sdn. Bhd. under common control accounted as merger reserve     1,299,996       1,299,996       308,605  
Bargain purchase from acquisition of plant, equipment and inventory from Solar Bina Engineering Sdn. Bhd. under common control accounted as other reserve     355,271       355,271       84,337  
Bargain purchase from acquisition of business from Solar Bina Engineering Sdn. Bhd. under common control accounted as other reserve     49,722       49,722       11,803  
      1,704,989       1,704,989       404,745  

 

18 REVENUE

 

    For the six months ended  
    June 30,
2024
    June 30,
2025
    June 30,
2025
 
    RM     RM     Convenience
Translation
USD
 
Revenue from contract services     21,776,845       38,289,161       9,089,415  
Revenue from sales of goods     7,595,546       2,507,413       595,232  
Revenue from contract services – related parties     1,067,194       14,669,420       3,482,355  
      30,439,585       55,465,994       13,167,002  
                         
Timing of revenue recognition:                        
Point in time     7,595,546       1,230,715       292,158  
Over time     22,844,039       54,235,279       12,874,844  
      30,439,585       55,465,994       13,167,002  
                         
Unsatisfied performance obligation     36,756,234       196,695,432       46,693,278  

 

Revenue from contract services primarily involved in project execution, including construction, installation and integration works, testing and commissioning of our solar projects. Revenue from sales of goods involved in supply and selling of solar mounting structure, accessories and electricity.

 

Unsatisfied performance obligation was duly satisfied and recognized as revenue within 12 months after the reporting year end, respectively. Revenue from contract services primarily involved in project execution, including construction, installation and integration works, testing and commissioning of our solar projects. Revenue from sales of goods involved in supply and selling of parts and accessories. 

 

F-36


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

19 COST OF SALE

 

    For the six months ended  
    June 30,
2024
    June 30,
2025
    June 30,
2025
 
    RM     RM     Convenience
Translation
USD
 
Material cost     9,968,658       8,774,878       2,083,058  
Construction cost     14,022,382       34,874,969       8,278,924  
Staff cost     2,166,300       2,409,446       571,975  
Logistic cost     722,336       643,081       152,660  
Tools & machinery     114,303       537,700       127,644  
Miscellaneous     1,185,657       1,333,093       316,461  
Depreciation     32,485       1,029,431       244,375  
Total cost of sale     28,212,121       49,602,598       11,775,097  

 

The cost of sale incurred pertaining to revenue derived from related party is amounting to RM 12,804,754 (USD 3,039,704) (June 30, 2024: RM 1,095,340).

 

Included in Cost of Sale of the Group is liquidated ascertained damages charged to subcontractors amounting to RM Nil (June 30, 2024: RM 959,666).

 

20 EMPLOYEES SALARY AND RELATED COSTS

 

    For the six months ended  
    June 30,
2024
    June 30,
2025
    June 30,
2025
 
    RM     RM     Convenience
Translation
USD
 
Director fees    
      407,080       96,636  
Director salaries     246,850       390,000       92,582  
Admin salaries     1,026,827       1,485,617       352,669  
Technical staff salaries     1,418,215       1,696,953       402,837  
Total     2,691,892       3,979,650       944,724  
                         
Director related expenses     137,099       327,795       77,815  
Admin related expenses     653,946       584,928       138,855  
Technical staff related expenses     751,407       712,493       169,138  
Total     1,542,452       1,625,216       385,808  

 

F-37


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

21 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025 (Unaudited)
    As of
June 30,
2025 (Unaudited)
 
    RM     RM     Convenience
Translation
USD
 
Financial assets at amortized cost                  
Trade receivables     21,273,094       24,972,158       5,928,108  
Other receivables     930,246       5,925,568       1,406,664  
Amount due from related parties     2,420,493       6,380,850       1,514,742  
Cash and bank balances     13,901,973       23,037,161       5,468,763  
      38,525,806       60,315,737       14,318,277  
                         
Financial liabilities at amortized cost                        
Trade payables     (27,396,814 )     (25,154,330 )     (5,971,354 )
Other payables and accrued liabilities     (31,816,499 )     (12,810,351 )     (3,041,033 )
Bank and other borrowings     (35,039,857 )     (55,316,394 )     (13,131,488 )
Amount due to related parties     (2,168,066 )     (3,114,186 )     (739,273 )
      (96,421,236 )     (96,395,261 )     (22,883,148 )

 

Foreign Currency Risk 

 

We are exposed to foreign currency risk with transactions and balances that are denominated in currencies other than our functional currency. The currencies giving rise to this risk are primarily Chinese Yuan Renminbi (“CNY”) and United States Dollar (“USD”).   Foreign currency risk is monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level.

 

Sensitivity analysis for foreign currency risk

 

We are exposed to foreign currency risk with transactions and balances that are denominated in currencies other than the respective functional currencies of Group entities. The currencies giving rise to this risk are primarily Chinese Yuan Renminbi (“CNY”) and United States Dollar (“USD”). Foreign currency risk is monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level. 

 

Our exposure to foreign currency risk based on the carrying amounts of the financial instruments at the end of the reporting period is summarized below. 

 

  CNY     USD  
As of June 30, 2025   RM     RM  
Financial assets in foreign currencies            
Cash and bank balances     2,154       5,281  
                 
Financial liabilities in foreign currencies                
Trade payables     (2,827,265 )     (870,994 )
Other payables    
      (47,244 )
      (2,827,265 )     (918,237 )

 

  CNY     USD  
As of December 31, 2024   RM     RM  
Financial assets in foreign currencies            
Cash and bank balances     2,194       1,136,521  
                 
Financial liabilities in foreign currencies                
Trade payables     (7,075,765 )    
 

 

F-38


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

21 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)

 

The following table details the sensitivity analysis to a 10% change in the foreign currencies at the end of the reporting period, with all other variables held constant.

 

  As of
December 31,
2024 (Audited) 
    As of
June 30,
2025 (Unaudited)
 
  RM       RM  
United States Dollar     86,376       (69,385 )
Chinese Yuan Renminbi     (537,591 )     (214,708 )

 

Interest Rate Risk

 

We are exposed to interest rate risk as we have bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in Note 15 to the financial statements. We currently do not have an interest rate hedging policy.

 

Liquidity Risk 

 

Liquidity risk arises mainly due to general funding and business activities. We practice prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.

 

The table below summarises the maturity profile of the Company’s financial liabilities as at the end of the reporting period and are based on undiscounted contractual payments:

 

    Carrying
amount
    Contractual
cash flows
    Within
1 year
    More than
1 year and
less than
2 years
    More than
5 years
 
    RM     RM     RM     RM     RM  
As of June 30, 2025                              
Trade payables     25,154,330       25,154,330       25,154,330      
     
 
Other payables and accrued liabilities     12,810,351       12,810,351       12,810,351      
     
 
Bank and other borrowings     55,316,394       61,508,674       37,516,252       12,137,677       11,854,745  
Lease liabilities     611,522       650,000       312,000       338,000      
 
Amount due to related parties     3,114,186       3,260,994       3,260,994      
     
 
      97,006,783       103,384,349       79,053,927       12,475,677       11,854,745  

 

    Carrying
amount
    Contractual
cash flows
    Within
1 year
    More than
1 year and
less than
2 years
    More than
5 years
 
    USD     USD     USD     USD     USD  
As of June 30, 2024                              
Trade payables     5,971,354       5,971,354       5,971,354      
     
 
Other payables and accrued liabilities     3,041,033       3,041,033       3,041,033      
     
 
Bank and other borrowings     13,131,488       14,601,465       8,905,935       2,881,347       2,814,183  
Lease liabilities     145,169       154,303       74,065       80,238      
 
Amount due to related parties     739,273       774,123       774,123      
     
 
      23,028,317       24,542,278       18,766,510       2,961,585       2,814,183  

 

    Carrying
amount
    Contractual
cash flows
    Within
1 year
    More than
1 year and
less than
2 years
    More than
5 years
 
    RM     RM     RM     RM     RM  
As of December 31, 2024                              
Trade payables     27,396,814       27,396,814       27,396,814      
     
 
Other payables and accrued liabilities     31,816,499       31,816,499       31,816,499      
     
 
Bank and other borrowings     35,039,857       35,668,434       33,045,385       1,289,377       1,333,672  
Lease liabilities     747,819       806,000       312,000       494,000      
 
Amount due to related parties     2,168,066       2,292,276       2,292,276      
     
 
      97,169,055       97,980,023       94,862,974       1,783,377       1,333,672  

 

F-39


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

21 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.)

 

Capital Risk Management

 

We manage our capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

 

We manage our capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. We include within net debt, loans, and borrowings from financial institutions. Capital includes equity attributable to the owners of the parent and non-controlling interest.

 

22 CONCENTRATION OF RISK

 

Customer Concentration

 

For the six months ended June 30, 2025, the Company generated total revenue of RM 55,465,994, of which three customers accounted for more than 10% of the Company’s total revenue.

 

For the six months ended June 30, 2024, the Company generated total revenue of RM 30,439,585, of which four customers accounted for more than 10% of the Company’s total revenue.

 

    For the six months ended  
   

June 30,

2024

   

June 30,

2025

   

June 30,

2024

   

June 30,

2025

 
    Revenues     Percentage of revenues  
    RM     RM     USD     %     %  
Customer A     9,467,487       N/A*       N/A*       31.10       N/A*  
Customer B     6,570,203       N/A*       N/A*       21.58       N/A*  
Customer C     5,842,660       N/A*       N/A*       19.19       N/A*  
Customer D     3,503,863       N/A*       N/A*       11.51       N/A*  
Customer E     N/A*       13,555,612       3,217,949       N/A*       24.44  
Customer F     N/A*       7,368,513       1,749,202       N/A*       13.28  
Customer G     N/A*       7,163,241       1,700,473       N/A*       12.91  
Others     5,055,372       27,378,628       6,499,378       16.62       49.37  
Total     30,439,585       55,465,994       13,167,002       100.00       100.00  

 

F-40


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

22 CONCENTRATION OF RISK (cont.)

  

The following table sets forth a summary of customers who represent 10% or more of the Group’s total accounts receivable:

 

    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
    As of
December 31,
2024
(Audited)
    As of
June 30,
2025
(Unaudited)
 
    Receivables     Percentage of receivables  
    RM     RM     USD     %     %  
Customer A     7,736,776       4,336,087       1,029,338       36.37       17.36  
Customer B     5,366,239       4,888,821       1,160,551       25.23       19.58  
Customer E     N/A^       3,711,756       881,129       N/A^       14.86  
Customer G     N/A^       4,769,930       1,132,328       N/A^       19.10  
Customer H     N/A^       2,161,314       513,072       N/A^       8.65  
Others     8,170,079       5,104,250       1,211,690       38.40       20.45  
Total     21,273,094       25,972,158       5,928,108       100.00       100.00  

 

  * Revenue from relevant customer was less than 10% of the Group’s total revenue for the respective year.

 

  ^ Receivables was less than 10% of the Groups total accounts receivables for the respective year.

 

Vendor Concentration

 

For the six months ended June 30, 2025, the Company incurred cost of sale of RM 49,602,598, of which one vendor accounted for more than 10% of the Company’s total cost of sale.

 

For the six months ended June 30, 2024, the Company incurred cost of sale of RM 28,212,121, of which one vendor accounted for more than 10% of the Company’s total cost of sale. 

 

F-41


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

22 CONCENTRATION OF RISK (cont.)

 

    For the six months ended  
   

June 30,

2024

   

June 30,

2025

   

June 30,

2024

   

June 30,

2025

 
    Cost of sales     Percentage of cost of sales  
    RM     RM     USD     %     %  
Vendor A     7,719,316       N/A*       N/A*       27.36       N/A*  
Vendor B     N/A*       8,547,239       2,029,018       N/A*       17.23  
Others     20,492,805       41,055,359       9,746,079       72.64       82.77  
Total     28,212,121       49,602,598       11,775,097       100.00       100.00  

 

The following table sets forth a summary of vendors who represent 10% or more of the Group’s total accounts payable:

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025
(Unaudited)
    As of
December 31,
2024 (Audited)
    As of
June 30,
2025
(Unaudited)
 
    Payables     Percentage of payables  
    RM     RM     USD     %     %  
Vendor A     7,011,530       N/A^       N/A^       25.59       N/A^  
Vendor B     N/A^       N/A^       N/A^       N/A^       N/A^  
Vendor C     N/A^       4,448,954       1,056,132       N/A^       17.69  
Others     20,385,284       20,705,376       4,915,222       74.41       82.31  
Total     27,396,814       25,154,330       5,971,354       100.00       100.00  

 

  * Purchases from relevant vendor was less than 10% of the Group’s total cost of sale for the respective year.

 

  ^ Payables was less than 10% of the Groups total accounts payables for the respective year.

 

23 SEGMENT REPORTING

 

The group reporting is organized and managed in two major business units. All of our revenue is derived from one segment country which is in Malaysia.

 

The reportable segments are summarized as follows:

 

  i) Large-scale solar — Large-scale solar projects are utility scale solar PV power plants with installed generating capacity of 1 MWac or more. Large-scale solar projects are ground mounted and floating and are designed to supply power to the power grid. For the majority of our large-scale solar projects, we usually act as the contractor to the project awarder, who is the main contractor for a solar project.

 

  ii) Commercial & Industrial — C&I projects are smaller scale solar projects where the solar PV systems are installed on rooftops and are designed to generate electricity for commercial and industrial properties for their own consumption, such as factories, warehouses and commercial stores. For C&I projects, we usually sign a service contract with the project owner and act as the main contractor.

 

Revenue from contract services primarily involved project execution, including construction, installation and integration works, testing and commissioning of our solar projects. Revenue from sales of goods involved supply and selling of solar mounting structures and accessories. Consequently, both segments contribute to revenue from contract services and sales of goods, as reflected in our disclosed financial reports.

 

F-42


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

23 SEGMENT REPORTING (cont.)

 

    For the six months ended  
   

June 30,

2024

   

June 30,

2025

   

June 30,

2025

 
By Business Unit   RM     RM     Convenience
Translation
USD
 
Revenue                  
Large Scale Solar Contract Services     18,705,854       31,310,177       7,432,683  
Commercial & Industrial Contract Services     4,075,825       21,648,404       5,139,087  
Large Scale Solar Sales of Goods     5,746,020      
     
 
Commercial & Industrial Sales of Goods     1,911,886       2,507,413       595,232  
Total revenue     30,439,585       55,465,994       13,167,002  
                         
Cost of Sales                        
Large Scale Solar Contract Services     (18,266,261 )     (28,708,507 )     (6,815,076 )
Commercial & Industrial Contract Services     (3,140,653 )     (18,632,087 )     (4,423,047 )
Large Scale Solar Sales of Goods     (5,064,522 )    
     
 
Commercial & Industrial Sales of Goods     (1,740,685 )     (2,262,004 )     (536,974 )
Total cost of sales     (28,212,121 )     (49,602,598 )     (11,775,097 )
                         
Large Scale Solar gross profit     1,121,091       2,601,670       617,607  
Commercial & Industrial gross profit     1,106,373       3,261,726       774,298  
Total gross profit     2,227,464       5,863,396       1,391,905  
Selling and administrative expenses     (3,454,946 )     (6,127,228 )     (1,454,534 )
Selling and administrative expenses to related parties     (56,441 )     (216,352 )     (51,360 )
Loss from operations before income tax     (1,283,923 )     (480,184 )     (113,989 )

 

    As of
December 31,
2024 (Audited)
    As of
June 30,
2025
(Unaudited)
    As of
June 30,
2025
(Unaudited)
 
Total assets   RM     RM     Convenience
Translation
USD
 
Large Scale Solar segment     49,139,582       51,498,736       12,225,219  
Commercial & Industrial segment     33,956,854       23,083,016       5,479,648  
Total of reportable segments     83,096,436       74,581,752       17,704,867  
Corporate and other     31,195,694       47,390,780       11,250,037  
Consolidated total assets     114,292,130       121,972,532       28,954,904  

 

Total liabilities   RM     RM     Convenience
Translation
USD
 
Large Scale Solar segment     21,362,655       16,445,691       3,904,021  
Commercial & Industrial segment     29,714,895       12,621,562       2,996,217  
Total of reportable segments     51,077,550       29,067,252       6,900,238  
Corporate and other     46,093,102       75,596,487       17,945,754  
Consolidated total liabilities     97,170,652       104,663,739       24,845,992  

 

F-43


 

FOUNDER GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

24 COMMITMENTS AND CONTINGENCIES

 

Operating lease commitments

 

For the details on future minimum lease payments under the non-cancelable operating leases as of June 30, 2025, please refer to Note 7 to the Consolidated Financial Statements.

 

Capital commitments

 

Capital expenditure as at the end of the reporting period is as follows:

 

   

As of

December 31,

2024 (Audited)

   

As of

June 30,

2025

(Unaudited)

   

As of

June 30,

2025

(Unaudited)

 
    RM     RM     Convenience
Translation
USD
 
Not later than one year                  
Capital expenditure:                  
Plant and equipment     7,103,190       26,230       6,227  

 

 

25 SUBSEQUENT EVENTS

 

The Group evaluated all events and transactions that occurred after June 30, 2025 up through the date of report, which is the date that these consolidated financial statements are available for distribution. Other than the event disclosed below:

 

  (a)

On July 16, 2025, the Company amended and restated memorandum and articles of association to include a dual class share structure and the creation of two new classes of shares, being A (Class A Shares) and B (Class B Shares), both with no par value which rank pari passu as to distributions (including on a liquidation), and provide for enhanced voting rights at a rate of twenty-to-one in favour of the Class B Shares.

 

The share designations state that the 2,000,000 Ordinary Shares registered in the name of Mr. Lee Seng Chi and Reservoir Energy Link Bhd shall be redesignated as Class B Shares and the remaining Ordinary Shares in issue shall be redesignated as Class A Shares respectively.

 

  (b) On September 15, 2025, Founder Assets Sdn. Bhd. acquired 49% equity interest in RL Sunseap Energy Sdn. Bhd. for a total purchase consideration of RM1,916,649.80. The investment is classified as associate given the Company has significant influence over the financial and operating policy decisions of RL Sunseap Energy Sdn. Bhd.  

 

F-44

 

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EX-99.2 3 ea026638801ex99-2_founder.htm MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.2

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear elsewhere in the report on Form 6-K of which this document is a part. In addition to historical consolidated financial information, the following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

 

Overview

 

We are a pure-play, end-to-end EPCC solutions provider for solar photovoltaic (“PV”) facilities in Malaysia. Our primary focus is on two key segments: large-scale solar projects (“LSS”) and commercial and industrial (“C&I”) solar projects.

 

Large-scale solar projects are utility scale solar PV power plants with installed generating capacity of 1 MWac or more. Large-scale solar projects are ground mounted and floating and are designed to supply power to the power grid. For the majority of our large-scale solar projects, we usually act as the contractor to the project awarder, who is the main contractor for a solar project. As an EPCC provider, we assume most of the responsibility for the entire project lifecycle, from design and engineering to material procurement, construction, installation, integration, and commissioning.

 

C&I projects are smaller scale solar projects where the solar PV systems are installed on rooftops and are designed to generate electricity for commercial and industrial properties for their own consumption, such as factories, warehouses and commercial stores. For C&I projects, we usually sign a service contract with the project owner and act as the main contractor. As the main contractor, we engage in comprehensive services encompassing project design, engineering, equipment procurement, construction, and commissioning.

 

Our revenue for the six months ended June 30, 2025 is mainly derived from execution of construction contract for both LSS and C&I projects.

 

Key Factors that Affect Our Results of Operations

 

We believe the following key factors may affect our financial condition and results of operations:

 

Government Incentives and Regulation

 

We have not seen any impact of unfavorable government policies upon our business in recent years. However, our business and results of operations can be affected by various factors such as government policies, regulations, subsidies, and incentives. Changes in these factors can lead to market uncertainty and affect the demand for solar PV systems. However, we will seek to adjust as required if and when government policies shift.

 

Expansion into New Markets

 

We noticed the significant untapped potential for solar energy in Southeast Asia. Our strategy entails expanding our business presence in the region with a specific focus on countries like Vietnam and the Philippines. Furthermore, we believe that the market for large-scale solar, commercial and industrial, and residential solar services remain substantially untapped in Southeast Asia and in order to capitalize on this potential, we plan to strengthen our existing client relationships while actively searching for new clients to accelerate our growth trajectory.

 

Geographic Concentration in Malaysia

 

Despite our intention to expand our business presence in Southeast Asia, our main operations are based in Malaysia and our business and results of operations may be influenced by the changes in political, economic, social environment as well as by the general state of the economy in Malaysia.

 

 


 

Changes in the Macro-Economic Environment and Energy Demand

 

Our future operating results also depend on the continued demand for utility-scale solar energy. This is dependent on many factors, including the demand for cheaper energy sources driven by regional, national or global macroeconomic trends. If the demand for cheaper energy sources increases, we may face greater competition from conventional and other renewable energy sources, such as coal, natural gas and wind to the extent they are able to offer energy solutions that are less costly. If utility-based customers opt for other sources of energy, the average contract value may be affected if we seek to be more price competitive and as a result, our revenue and operating results could be negatively affected.

 

Product Costs and Supply Chain Disruptions

 

Our solar PV installation services involve commodities such as steel and aluminum. Fluctuations in the commodities’ costs that occurred after the signing of fixed lump-sum contracts are critical to our services and may impact our financial performance. In addition, any shortages or other constraints in the supply chain, either solar module component shortages, container shortages, supply chain disruptions which may result in an increase of transportation cost may affect the costs of our services, our margins and our operating results.

 

Our Ability to Acquire New Customers

 

Our operating results and growth will depend in part on our ability to continue to attract new customers. While we believe that the underlying market for utility based solar products will continue to grow, it is difficult to predict the growth of potential new customers for our services or whether we will be successful in acquiring these new customers. We plan to continue to invest in our sales and marketing efforts to acquire new customers in order to generate continued revenue growth on a year-over-year basis.

 

Inflation and Interest Rate

 

We may be impacted by inflationary pressures. Inflation has continued to accelerate after a series of global events, including the Russia’s invasion of Ukraine, driving up energy prices, freight premiums, and other operating costs. Interest rates, notably mature international market government bond yields, are rising as central banks around the world tighten monetary policy in response to inflationary pressures, while debt remains at high levels in many major markets. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital during our forecast period. These inflationary pressures are expected to persist, at least in the near term, and will continue to negatively affect our results of operation. To help mitigate the inflationary pressures on our business, we adjusted our services fee in certain markets and expanded our supplier base.

 

Key Components of Result of Operations

 

Revenue

 

We generate revenues from contract services primarily involved in project execution, including construction, installation and integration works, testing and commissioning of LSS and C&I rooftop solar PV projects for both third-party customers and related parties.

 

Revenue from sales of goods involved in supply and selling of solar mounting structure and its accessories for LSS and C&I projects. In addition, revenue from sales of goods is derived from the sale of electricity generated under our C&I solar asset ownership portfolio. Our revenue was mainly derived from contract services and is primarily generated from the execution of solar PV projects.

 

Cost of sales

 

Our cost of sales comprises material cost, construction cost, staff cost, logistic cost, tools & machinery, miscellaneous project-related expenses and depreciation.

 

The material cost mainly consists of costs associated with the purchases of solar PV modules, mounting structures, inverters, cables and other accessories required for both sales of goods and contract services.

 

The construction cost includes the subcontractor and installation costs incurred for contract services activities. Subcontractor costs include payments to external contractors for civil works, mechanical installation, electrical installation, and commissioning services. These costs vary depending on project size, complexity, and site conditions.

 

The staff cost includes salaries, allowances and related expenses for project engineers, site supervisors, technicians, and other personnel directly involved in project execution.

 

The logistic cost primarily includes the transportation of materials, loading and unloading activities and warehousing and storage costs.

 

The tools & machinery costs incurred for equipment rental, tools, and machinery used during construction and installation activities form part of the cost of sales.

 

2


 

The miscellaneous includes project consultancy fees, custom duty, insurance and direct project expenses.

 

The depreciation relates to the Group’s solar plants and these assets are used directly in the production of electricity.

 

Selling and Administrative Expenses

 

Our selling and administrative expenses consist of information and communication technology subscription, legal and professional fees, depreciation of plant and equipment and right-of-use assets, directors’ fee, salaries and other related expenses, employee benefits expenses, net impairment losses on trade receivables and others.

 

Depreciation under selling and administrative expenses relates to computer and software, motor vehicles, office equipment, office renovation and other assets used in the Group’s day-to-day operations.

 

Results of Operations

 

Comparison of the Results for the Six Months Ended June 30, 2025 and June 30, 2024

 

The results of operations presented below should be reviewed in conjunction with our unaudited interim condensed consolidated financial statements and related notes in Exhibit 99.1 of this Form 6-K. The following table sets forth certain operational data for the six months ended June 30, 2025 and 2024, respectively:

 

    Note   Six months ended
June 30,
2024
    Six months ended
June 30,
2025
    Six months ended
June 30,
2025
 
        RM     RM     USD  
Revenue from contract services         21,776,845       38,289,161       9,089,415  
Revenue from sales of goods         7,595,546       2,507,413       595,232  
Revenue from contract services – related parties         1,067,194       14,669,420       3,482,355  
Total revenue   18     30,439,585       55,465,994       13,167,002  
                             
Cost of sales from contract services         (21,459,409 )     (46,953,622 )     (11,146,259 )
Cost of sales from sales of goods         (6,750,913 )     (2,262,004 )     (536,975 )
Cost of sales for contract services – related party         (1,799 )     (386,972 )     (91,863 )
Total cost of sales   19     (28,212,121 )     (49,602,598 )     (11,775,097 )
Gross profit         2,227,464       5,863,396       1,391,905  
                             
Selling and administrative         (3,454,946 )     (6,127,228 )     (1,454,534 )
Selling and administrative to related party         (56,441 )     (216,352 )     (51,360 )
Loss from operation before income tax         (1,283,923 )     (480,184 )     (113,989 )
                             
Other income         118,707       848,670       201,465  
Other income from related party         50,188              
Finance cost         (703,418 )     (2,090,193 )     (496,188 )
Finance cost – related parties         (63,514 )     (59,223 )     (14,059 )
Loss before income tax         (1,881,960 )     (1,780,930 )     (422,771 )
Income tax benefit/(expense)   9     170,138       (148,668 )     (35,292 )
Net loss for the period         (1,711,822 )     (1,929,598 )     (458,063 )
                             
Other comprehensive income/(loss)         2,224       (270,178 )     (64,137 )
                             
Total comprehensive loss for the period         (1,709,598 )     (2,199,776 )     (522,200 )
                             
Loss attributable to:                            
Equity owners of the Company         (1,709,598 )     (2,199,776 )     (522,200 )
Non-controlling interests                      
Total         (1,709,598 )     (2,199,776 )     (522,200 )
                             
Basic and diluted net loss per share         (0.11 )     (0.12 )     (0.03 )
Weighted average number of common shares outstanding – Basic and diluted         15,700,000       18,450,460       18,450,460  

 

3


 

Revenue

 

    As of
June 30,
2024
    As of
June 30,
2025
    As of
June 30,
2025
    Variance  
    RM     RM     USD     RM     %  
Revenue from contract services     21,776,845       38,289,161       9,089,415       16,512,316       76  
Revenue from sales of goods     7,595,546       2,507,413       595,232       (5,088,133 )     (67 )
Revenue from contract services – related parties     1,067,194       14,669,420       3,482,355       13,602,226       1275  
Total revenue     30,439,585       55,465,994       13,167,002       25,026,409       82  

 

Revenue for the period ended June 30, 2025 was RM55,465,994 (USD13,167,002) representing an increase of 82% from RM30,439,585 for the period ended June 30, 2024. Revenue from contract services for the period was derived from large-scale solar projects and commercial and industrial projects.

 

Our revenue generated from contract services for the six months ended June 30, 2025 was RM38,289,161 (USD9,089,415) representing an increase of 76% from RM21,776,845 for the six months ended June 30, 2024. The increase was due to the execution of projects secured in the preceding year, as well as the commencement of few newly awarded contracts during the period.

 

Our revenue generated from sales of goods for the six months ended June 30, 2025 was RM2,507,413 (USD595,232) representing a decrease of 67% from RM7,595,546 for the six months ended June 30, 2024. The decrease was due to the management’s strategic decision to scale down trading activities during the period.

 

Our revenue generated from contract services from related parties for the six months ended June 30, 2025 was RM14,669,420 (USD3,482,355) representing an increase of 1275% from RM1,067,194 for the six months ended June 30, 2024. The related parties includes the entities that controlled by or otherwise related to Reservoir Energy Link Bhd., which are primarily involved investing in and operating solar PV assets. The significant growth was primarily attributable to the completion of multiple rooftop solar projects for the related parties and the execution of new rooftop solar contracts with the related parties, following a higher number of contracts secured in the preceding year. As they expand their solar portfolios, they awarded more rooftop commercial and industrial projects to our Group.

 

Cost of Sales

 

    As of
June 30,
2024
    As of
June 30,
2025
    As of
June 30,
2025
    Variance  
    RM     RM     USD     RM      %  
Material Cost     9,968,658       8,774,878       2,083,058       (1,193,780 )     (12 )
Construction Cost     14,022,382       34,874,969       8,278,924       20,852,587       149  
Staff Cost     2,166,300       2,409,446       571,975       243,146       11  
Logistic Cost     722,336       643,081       152,660       (79,255 )     (11 )
Tools & Machinery     114,303       537,700       127,644       423,397       370  
Miscellaneous     1,185,657       1,333,093       316,461       147,436       12  
Depreciation     32,485       1,029,431       244,375       996,946       3069  
Total cost of sale     28,212,121       49,602,598       11,775,097       21,390,477       76  

 

Cost of sales represents our cost incurred in constructing projects, purchasing materials, specific staff costs and other project-related costs incurred for identifiable projects.

 

4


 

The increase in cost of sales was consistent with the overall increase in revenue, primarily due to the execution of large-scale solar projects secured in the preceding year and higher number of newly secured and executed commercial and industrial projects. This increase reflects higher project execution activities during the period, resulting in an increase in overall costs. In contrast, the material and logistic costs decreased because revenue from the sale of goods decreased due to the management’s strategic decision to scale down trading activities which in turn reduced the related material and logistic costs.

 

The material cost for the six months ended June 30, 2025 was RM8,774,878 (USD2,083,058), representing a decrease of 12%, from RM9,968,658 for the period ended June 30, 2024. The decrease was consistent with the decrease in our revenue from sales of goods, following the management’s strategic decision to scale down trading activities during the period.

 

The construction cost for the six months ended June 30, 2025 was RM34,874,969 (USD8,278,924), representing a significant increase of 149% from RM14,022,382 for the six months ended June 30 2024. The increase is in line with the increase in our revenue from contract services due to the execution of large-scale solar projects and commercial and industrial projects, which resulted in higher subcontractor costs incurred.

 

The staff costs for the six months ended June 30, 2025 was RM2,409,446 (USD571,975), representing an increase of 11% from RM2,166,300 for the six months ended June 30 2024. The increase was due to an expansion in headcount within the operations team to support a higher number of ongoing large-scale and commercial and industrial projects.

 

The logistic costs for the six months ended June 30, 2025 was RM643,081 (USD152,660), representing a decrease of 11%, from RM722,336 for six months ended June 30 2024. The decrease was mainly due to lower warehouse storage costs, in line with the reduction in inventory levels resulting from decreased trading activities.

 

The tools and machinery for six months ended June 30, 2025 was RM537,700 (USD127,644), representing an increase of 370%, from RM114,303 for the six months ended June 30 2024. The increase was due to an increase in rental of machinery and equipment as a result of execution of large-scale solar contracts during the period.

 

The miscellaneous for six months ended June 30, 2025 was RM1,333,093 (USD316,461), representing an increase of 12%, from RM1,185,657 for the six months ended June 30 2024. The increase was due to an increase in consultancy fees related to project management services provided by related parties for commercial and industrial projects, as well as increased consultancy costs incurred for tender submissions.

 

The depreciation for six months ended June 30, 2025 was RM1,029,431 (USD244,375), representing a significant increase of 3069%, from RM32,485 for the six months ended June 30 2024. The significant increase was due to the completion of these long-term solar assets in preceding year, which are fully commissioned and used directly in the generation of electricity.

 

Selling and Administrative Expenses

 

    As of
June 30,
2024
    As of
June 30,
2025
    As of
June 30,
2025
    Variance  
    RM     RM     USD     RM      %  
Information and communication technology subscription     17,736       235,511       55,908       217,775       1228  
Legal and professional fees     3,571       932,286       221,314       928,715       26007  
Depreciation of plant and equipment and right-of-use assets     196,028       1,436,159       340,928       1,240,131       633  
Directors’ fee, salaries and other related expenses     383,949       1,124,875       267,033       740,926       193  
Employee benefits expenses     1,680,773       2,070,545       491,524       389,772       23  
Impairment losses on trade receivables           649,075       154,083       649,075       100  
Reversal of impairment losses on trade receivables           (376,000 )     (89,258 )     (376,000 )     100  
Other expenses     1,229,330       271,129       64,362       (958,201 )     -78  
Total selling and administrative expenses     3,511,387       6,343,580       1,505,894       2,832,193       81  

 

5


 

Selling and administrative expenses mainly comprise of directors’ fee, administrative salaries, depreciation of plant and equipment and right-of-use assets, legal and professional fees and other administrative expenses. The selling and administrative expenses increased significantly to RM6,343,580 (USD1,505,894) for six months ended June 30, 2025, representing an increase of 81% from RM3,511,387 for six months ended June 30, 2024. The increase was mainly attributable to the following reasons:

 

ICT subscription for six months ended June 30, 2025 was RM235,511 (USD55,908), representing an increase of 1228%, from RM17,736 for six months ended June 30, 2024. The increase in ICT subscription was due to the more subscription on accounting and project-related software during the period.

 

Legal and professional fees paid for six months ended June 30, 2025 was RM932,286 (USD221,314), representing an increase of 26007%, from RM3,571 for six months ended June 30, 2024. The increase was primarily due to the one-off expense reimbursement related to the Initial Public Offering exercise charged by Reservoir Energy Link Bhd. of RM185,519 and one-off legal fees incurred associated with banking facility agreements of RM172,381. In addition, the additional monthly retainer legal fees totaling RM284,344 for the six-month period in connection with post-IPO exercise requirements.

 

Depreciation of plant and equipment and right-of-use assets incurred for for six months ended June 30, 2025 was RM1,436,159 (USD340,928), representing a significant increase of 633%, from RM196,028 for six months ended June 30, 2024. The increase was primarily attributable to the additional solar assets invested in preceding year.

 

The directors’ fee for six months ended June 30, 2025 was RM1,124,875 (USD267,033), representing an increase of 193%, from RM383,949 for six months ended June 30, 2024. The significant increase was mainly due to the increase in the number of Directors appointed to ensure compliance with regulatory requirements following the IPO exercise. Furthermore, Directors’ salaries have been revised during the financial year to account for the Directors' increased responsibilities and duties.

 

Administrative salaries paid for six months ended June 30, 2025 was RM2,070,545 (USD491,524), representing an increase of 23% from RM1,680,773 in six months ended June 30, 2024. The increase was due to the increase in headcount of the selling and administrative team to support company’s business expansion.

 

Impairment losses of RM649,075 (USD154,083) has been recorded for certain trade receivables, while reversal of impairment losses of RM376,000 (USD89,258) has been recorded upon subsequent collection of amounts previously impaired, for six months ended June 30, 2025. The net movement of RM273,075 (USD64,825) reflects an increase in provision of impairment losses and has been mitigated by the reversal. No impairment loss and reversal of impairment loss that has been recorded in the six months ended June 30, 2024, as the trade receivables were considered recoverable.

 

Other selling and administrative expenses mainly consist of realized foreign exchange losses, stamp duty, insurance premiums, entertainment expenses and travelling expenses.

 

Other income

 

Other income mainly derived from gain from interest income and realized and unrealized gain on foreign exchange.

 

Other income for the six months ended June 30, 2025 was RM848,670 (USD201,465), representing an increase of 402%, from RM168,895 for six months ended June 30, 2024. This increase was due to i) an increase in interest income on fixed deposits placed with financial institution by RM23,585 and ii) an increase in realized and unrealized gain on foreign exchange for trade and non-trade creditors by RM506,612.

 

Finance Cost

 

Finance cost is mainly derived from interest expenses arising from the discount on the convertible securities payable, borrowings from financial institution and interest expenses charged by our related company on advances.

 

6


 

Interest expenses for the six months ended June 30, 2025 were RM2,149,416 (USD510,247), representing an increase of 64%, from RM766,932 in the six months ended June 30, 2024. The increase in interest expenses was due to the interest expense in connection with the discount on the convertible securities payable, pursuant to the Securities Purchase Agreement dated April 22, 2025, between Avondale Capital, LLC and the Company.

 

In addition, the increase in utilization of term loan and trade financing from financial institutions and advances received from our related company to cater for the increase in working capital requirement as a result of our business expansion also contributed to the increase in interest expenses.

 

The interest expenses charged by our related company was RM59,223 (USD14,059), representing a decrease of 7%, from RM63,514 in the six months ended June 30, 2024, due to repayment of advances to Reservoir Energy Link Bhd. during the six months ended.

 

Income Tax

 

Our current taxation increased from income tax benefit of RM170,138 for the six months ended June 30, 2024 to income tax expense of RM148,668 (USD35,292) for the six months ended June 30, 2025, representing an increase of 187%, due to the decrease in loss before tax during the six months ended June 30, 2025. The increase in income tax expense is in line with the increase in our revenue. However, the increase in revenue did not result in the corresponding increase in net profit due to higher administrative expenses.

 

For the subsidiaries that are incorporated in Malaysia, they are governed by the income tax laws of Malaysia. The income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates of 24% (June 30, 2024: 24%) on the taxable income for the six months ended June 30, 2025.

 

Net loss for the period

 

The Group maintained a gross profit margin for the period, indicating that operations from contract services and sales of goods remain profitable. Despite operational profitability and an increase in revenue to RM55,465,994 (USD13,167,002), representing growth of 82%, the Group recorded a net loss for the six months ended June 30, 2025 were RM1,929,598 (USD458,063) mainly driven by higher administrative expenses, including one-off legal and professional fees incurred in relation to corporate exercises and fund-raising activities, including the Initial Public Offering (“IPO”) exercise of RM185,519 charged by Reservoir Energy Link Bhd., legal fees of RM125,579 associated with banking facility agreements and a discount on the convertible securities payable of RM689,549.

 

In addition, the net loss was also due to the recurring expenses on compliance post IPO exercise fees, including the directors’ fee, salaries and other related expenses of RM582,193 as the increase in the number of Directors appointed to ensure compliance with regulatory requirements, investor relation and consulting fees of RM126,068 and legal retainer fees of RM284,344.

 

Segment Reporting

 

The group reporting is organized and managed in two major business units. All of our revenue is derived from one segment country which is in Malaysia.

 

The reportable segments are summarized as follows:

 

i) Large-scale solar — Large-scale solar projects are utility scale solar PV power plants with installed generating capacity of 1 MWac or more. Large-scale solar projects are ground mounted and floating and are designed to supply power to the power grid. For the majority of our large-scale solar projects, we usually act as the contractor to the project awarder, who is the main contractor for a solar project.

 

ii) Commercial & Industrial — C&I projects are smaller scale solar projects where the solar PV systems are installed on rooftops and are designed to generate electricity for commercial and industrial properties for their own consumption, such as factories, warehouses and commercial stores. For C&I projects, we usually sign a service contract with the project owner and act as the main contractor.

 

Revenue from contract services primarily involved in project execution, including construction, installation and integration works, testing and commissioning of our solar projects. Revenue from sales of goods involved in supply and selling of solar mounting structure and its accessories. Consequently, both segments contribute to revenue from contract services and sales of goods, as reflected in the financial statements and related notes included elsewhere in this current report.

 

7


 

   

As of
June 30,
2024

(Unaudited)

   

As of
June 30,
2025

(Unaudited)

   

As of
June 30,
2025

(Unaudited)

 
By Business Unit   RM     RM     Convenience
Translation
USD
 
Revenue                  
Large Scale Solar Contract Services     18,705,854       31,310,177       7,432,683  
Commercial & Industrial Contract Services     4,075,825       21,648,404       5,139,087  
Large Scale Solar Sales of Goods     5,746,020              
Commercial & Industrial Sales of Goods     1,911,886       2,507,413       595,232  
Total revenue     30,439,585       55,465,994       13,167,002  
                         
Cost of Sales                        
Large Scale Solar Contract Services     (18,266,261 )     (28,708,507 )     (6,815,076 )
Commercial & Industrial Contract Services     (3,140,653 )     (18,632,087 )     (4,423,047 )
Large Scale Solar Sales of Goods     (5,064,522 )            
Commercial & Industrial Sales of Goods     (1,740,685 )     (2,262,004 )     (536,974 )
Total cost of sales     (28,212,121 )     (49,602,598 )     (11,775,097 )
                         
Large Scale Solar Gross profit     1,121,091       2,601,670       617,607  
Commercial & Industrial Gross profit     1,106,373       3,261,726       774,298  
Total gross profit     2,227,464       5,863,396       1,391,905  
Selling and administrative expenses     (3,454,946 )     (6,127,228 )     (1,454,534 )
Selling and administrative expenses to related parties     (56,441 )     (216,352 )     (51,360 )
Loss from operations before income tax     (1,283,923 )     (480,184 )     (113,989 )

 

   

As of
December 31,
2024

(Audited)

   

As of
June 30,
2025

(Unaudited)

   

As of
June 30,
2025

(Unaudited)

 
Total assets   RM     RM     Convenience
Translation
USD
 
Large Scale Solar segment     49,139,582       51,498,736       12,225,219  
Commercial & Industrial segment     33,956,854       23,083,016       5,479,648  
Total of reportable segments     83,096,436       74,581,752       17,704,867  
Corporate and other     31,195,694       47,390,780       11,250,037  
Consolidated total assets     114,292,130       121,972,532       28,954,904  

 

Total liabilities   RM     RM     Convenience
Translation
USD
 
Large Scale Solar segment     21,362,655       16,445,691       3,904,021  
Commercial & Industrial segment     29,714,895       12,621,562       2,996,217  
Total of reportable segments     51,077,550       29,067,252       6,900,238  
Corporate and other     46,093,102       75,596,487       17,945,754  
Consolidated total liabilities     97,170,652       104,663,739       24,845,992  

 

8


 

Revenue reported above represents revenue generated from external customers. There were no inter-segment sales in the six months ended June 30, 2025 and 2024. Cost of sales reported above represents direct cost related to each business unit and indirect cost that can’t be segregated into each respective business unit was presented under selling and administrative expenses.

 

Our gross profit from large scale solar projects increased by RM1,480,579 or approximately 132% from RM1,121,091 for the six months ended June 30, 2024 to RM2,601,670 (USD617,607) for the six months ended June 30, 2025. The increase was due to the execution of projects secured in the preceding year, as well as the commencement of few newly awarded contracts during the period with higher profit margins.

 

Our gross profit from commercial and industrial projects experienced an increase by RM2,155,353 or approximately 192% from RM1,106,373 for the six months ended June 30, 2024 to RM3,261,726 (USD774,298) for the six months ended June 30, 2025. The increase was due to securing and execution new rooftop solar projects and increase in number of on-going projects throughout the period. The profit margin dropped by 4% compared to the six months ended June 30, 2024 mainly due to an increase in the cost of materials.

 

The total assets for our large-scale solar segment increased by RM2,359,154 or approximately 5% from RM49,139,582 as of December 31, 2024 to RM51,498,736 (USD12,225,219) as of June 30, 2025. The increase was mainly due to an increase in such segment’s contract assets which is in line with the increase in revenue for our large-scale solar segment.

 

The total assets for our commercial and industrial segment decreased significantly by RM10,873,838 or approximately 32% from RM33,956,854 as of December 31, 2024 to RM23,083,016 (USD5,479,648) as of June 30, 2025. Despite an increase in revenue for the segment during the period, the decrease in such segment’s contract assets, trade receivables and inventories mainly due to the increase in revenue recognized from contract services that have not yet been billed to customers, which is consistent with the increase in segment’s revenue.

 

The total assets for our corporate and other segment increased significantly by RM16,195,086 or approximately 52% from RM31,195,694 as of December 31, 2024 to RM47,390,780 (USD11,250,037) as of June 30, 2025. The increase was due to movement of cash and bank balances from the proceeds of convertible securities payable.

 

The total liabilities for our large-scale solar segment decreased by RM4,916,964 or approximately 23% from RM21,362,655 as of December 31, 2024 to RM16,445,691 (USD3,904,021) as of June 30, 2025. Despite an increase in revenue for the segment during the period, the decrease in such segment’s trade payables mainly due to the decrease in cost of sales from the sale of goods, following the management’s strategic decision to scale down trading activities.

 

The total liabilities for our commercial and industrial segment decreased by RM17,093,333 or approximately 58% from RM29,714,895 as of December 31, 2024 to RM 12,621,562 (USD2,996,217) as of June 30, 2025. The decrease was due to the decrease in other payables, mainly attributable to the settlement of consideration for the acquisition of rooftop solar assets through bank financing.

 

9


 

The total liabilities for our corporate and other segment increased by RM29,503,385 or approximately 64% from RM46,093,102 as of December 31, 2024 to RM75,596,487 (USD17,945,754) as of June 30, 2025. The increase was mainly due to an increase in bank and other borrowings as a result of utilization of working capital financing from financial institutions. Additionally, there was an increase in proceeds received from convertible securities payable, which have not yet been converted into ordinary shares.

 

Liquidity and Capital Resources

 

We expect to satisfy our capital requirements through a combination of cash on hand, cash flow from operations, borrowings under existing and anticipated future financing arrangements, convertible securities payable under the Securities Purchase Agreement with Avondale and the issuance of additional equity securities as appropriate and given market conditions. We expect that these sources of funds will be adequate to provide for our short-term and long-term liquidity and capital needs. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely produce a corresponding adverse effect on our borrowing capacity.

 

Cash and cash equivalents increased from RM4,904,270 as of December 31, 2024 to RM12,039,516 (USD2,858,046) as of June 30, 2025. As of June 30, 2025, our Company had a net cash used in operating activities of RM15,595,665 (USD3,2702,233) mainly due to the settlement of other payables related to solar PV assets of RM16,090,572 (USD3,819,720) by way of drawdowns from term financing. We will seek to improve its liquidity position by potentially improving collection of the outstanding trade and other receivable balances.

 

As a normal part of our business, depending on market conditions, we will from time to time consider opportunities to repay, redeem, repurchase or refinance our indebtedness. In addition, changes in our operating plans, including lower than anticipated revenues, increased expenses, capital expenditures, acquisitions or other events may cause us to seek additional debt or equity financing in future periods, which may not be available on acceptable terms or at all. Debt financing, if available, could impose additional cash payment obligations, additional covenants and operating restrictions.

 

Financing Arrangements

 

As of June 30, 2025, our Company had secured banking facilities with a total credit limit of RM103.4 million from financial institutions including invoice financing, accepted bill, cash line, term loan, bank guarantee and others that can be utilized for short term working capital needs.

 

    As of
December 31,
2024
    As of
June 30,
2025
    As of
June 30,
2025
 
    RM     RM     USD  
Maturities                  
Maturity within 1 year     32,940,381       37,052,578       8,795,864  

 

As of June 30, 2025, we utilized a term loan of RM17.1 million, which carries a 11-year and 12-year repayment term, to finance investment of solar assets. Apart from the term loan utilized for utilized for financing of investment of solar assets and term loan acquired for purchasing keyman insurance for two of our directors, which carries a 10- year repayment term, all other financing facilities secured by our Company have a repayment term of less than 1 year.

 

Cash Flows

 

    For the six months ended June 30,  
    2024     2025     2025  
    RM     RM     USD  
Net cash generated from/(used in) operating activities     3,991,344       (15,595,665 )     (3,702,233 )
Net cash used in investing activities     (5,230,387 )     (1,900,031 )     (451,046 )
Net cash generated from financing activities     4,186,809       24,696,022       5,862,556  
Net increase in cash and cash equivalents     2,947,766       7,200,326       1,709,277  
Cash and bank balances at beginning of period     1,945,602       4,563,108       1,083,230  
Effects of exchange rate changes     10,902       276,082       65,539  
Cash and bank balances at end of period     4,904,270       12,039,516       2,858,046  

 

10


 

Operating activities

 

Net cash generated from/(used in) operating activities consists primarily of net loss adjusted for non-cash items, changes in working capital and income tax expense.

 

Net cash generated from operating activities in six months ended June 30, 2024 was RM3,991,344, which consists of net loss before income tax for the period of RM1,881,960 and main changes in working capital of RM33,734,670. Adjustments for non-cash primarily included depreciation of plant and equipment and right-of-use assets at RM196,028. The main changes in working capital primarily included decrease in contract assets by RM18,261,184, as amounts previously recognized as revenue but not yet billed were subsequently billed and decrease in trade payables by RM15,473,486 mainly attributable to the settlement of outstanding supplier balances.

 

Net cash used in operating activities in six months ended June 30, 2025 was RM15,595,665 (USD3,702,233), which consists of net loss before income tax for the period of RM1,780,930 and key changes in working capital of RM11,575,885. Adjustments for non-cash primarily included net impairment loss on trade receivables at RM273,075 and depreciation of plant and equipment at RM1,293,080. The key changes in working capital were due to a decrease in contract assets of RM12,246,823, as amounts previously recognized as revenue but not yet billed were subsequently billed. However, these are mitigated against the increase in other receivables and prepayment of RM5,018,533, mainly comprising commitment fees and deferred transaction costs attributable to the issuance of convertible securities payable, and a decrease in other payables of RM18,804,175, which primarily reflected the settlement of consideration for the acquisition of rooftop solar assets.

 

Investing activities

 

Net cash used in investing activities in six months ended June 30, 2024 and 2025 was RM5,230,387 and RM1,900,031 (USD451,046) respectively, which were mainly for the purpose of investment in solar assets, purchase of new motor vehicle and placements of fixed deposits pledged with licensed banks.

 

Financing activities

 

Net cash generated from financing activities in six months ended June 30, 2024 was RM4,186,809, which was mainly contributed by drawdown of bank borrowings of RM3,616,009 and repayment of amount due from related parties.

 

Net cash generated from financing activities in six months ended June 30, 2025 was RM24,696,022 (USD5,862,556), which was mainly contributed by proceeds from convertible securities payable at RM10,044,046 and drawdown of bank borrowings of RM19,951,926 for the purpose of financing our ongoing projects. On April 22, 2025, the Company entered into a Securities Purchase Agreement with Avondale Capital, LLC, pursuant to which the Company issue and sell to Avondale Capital, LLC an aggregate amount of up to USD10,000,000. The Company received net proceeds of RM10,044,046 (USD2,384,343) after accounting for any applicable discounts and transaction costs.

 

As of June 30, 2025, we had RM23,037,161 (USD5,468,763) in cash and bank balances, out of which RM21,545,962 (USD5,114,768) was held in MYR and the rest was held in USD and SGD. Our cash and bank balances consist of bank balances of RM13,122,471 fixed deposit of RM9,507,734 and cash on hand of RM406,956.

 

Off-balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

11


 

Capital Expenditures, Divestments

 

As of June 30, 2024, we entered into a Sales and Purchase Agreement and Power Purchase Agreement to develop and purchase 12 solar assets which will cost us approximately RM23,968,681 (USD5,355,531) as part of our strategy to expand our solar assets ownership portfolio, strengthening our recurring income stream. We do not expect to have sufficient amounts of cash on hand to fund the development of all these projects. We will need to finance a portion of these acquisitions by raising equity or incurring debt. We believe that we will have the access to capital to pursue these opportunities. However, we are subject to business, financial, operational and other risks that could adversely affect our cash flows, result of operations, financial condition and ability to raise capital. A material decrease in our cash flows, deterioration in our financial condition or downturn in the financing and capital markets would likely to have an adverse effect on our ability to make such investments.

 

As of June 30, 2025, we have no material capital expenditures planned for the next 12 months.

 

Quantitative and Qualitative Disclosures about Market Risk

 

We are exposed to market risk (including foreign currency risk, interest rate risk, and equity price risk), credit risk, and liquidity risk in the ordinary course of business. Our overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.

 

Foreign Currency Risk

 

We are exposed to foreign currency risk with transactions and balances that are denominated in currencies other than our functional currency. The currencies giving rise to this risk are primarily Chinese Renminbi (“RMB”) and United States Dollar (“USD”). Foreign currency risk is monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level.

 

Our exposure to foreign currency risk based on the carrying amounts of the financial assets and financial liabilities denominated in RMB and USD at the end of the reporting period is summarized below.

 

    Assets     Liabilities  
    As of
December 31,
2024
    As of
June 30,
2025
    As of
December 31,
2024
    As of
June 30,
2025
 
    RM     RM     RM     RM  
United States Dollar     1,136,521       5,281             918,237  
Chinese Renminbi     2,194       2,154       7,075,765       2,827,265  

 

Foreign Currency Risk Sensitivity Analysis

 

The following table illustrates the potential financial impact arising solely from change in foreign currency exchange rate on our results of operation. Specifically, it assumes a 10% depreciation of the RMB or USD against the RM as of the end of the reporting period and quantifies the corresponding change in profit after tax attributable solely to our net monetary assets and liabilities denominated in those currencies, assuming all other variables remain constant. A depreciation of a foreign currency decreases the RM carrying amount of assets denominated in that currency and correspondingly reduces the RM value of related liabilities, resulting in a gain or loss depending on our net exposure. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably 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 10% change in foreign currency rates.

 

    As of
December 31,
2024
    As of
June 30,
2025
 
    RM     RM  
United States Dollar     86,376       (69,385 )
Chinese Renminbi     (537,591 )     (214,708 )

 

Any significant appreciation or depreciation of RMB and USD may materially and adversely affect our cost of sales, expenses, cash and bank balances and trade and other payables.

 

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Interest Rate Risk

 

We are exposed to interest rate risk as we have bank borrowings which are interest bearing. The interest rates of the bank borrowings are disclosed in Notes to the financial statements. We currently do 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/lower and all other variables were held constant, our profit for six months ended June 30, 2025 would decrease/increase by RM208,288 (USD49,445) (December 31, 2024: RM132,201).

 

Liquidity Risk

 

Liquidity risk arises mainly due to general funding and business activities. We practice prudent risk management by maintaining sufficient cash balances and the availability of funding through cash flows from operations, certain committed credit facilities and equity financing.

 

Based on the above considerations, management is of the opinion that our Company has sufficient funds to meet our working capital requirements and debt obligations as they fall due. Our Company’s liquidity position is supported by the external financing, including the issuance of convertible securities and continued access to funding from capital markets and financial institutions.

 

Maturity Analysis

 

The following table sets out the maturity profile of the financial liabilities at the end of the reporting period based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period.)

 

The Company   Weighted
Average Effective
Interest
Rate
    Carrying
Amount
    Contractual
Undiscounted
Cash Flows
    Within
1 Year
    1 – 5 Years     Over
5 Years
 
    %     RM     RM     RM     RM     RM  
As of June 30, 2025                                    
                                     
Non-derivative Financial Liabilities                                    
Bank borrowings     4.95% - 5.70 %     25,154,330       25,154,330       25,154,330              
Lease liabilities     5.70 %     12,810,351       12,810,351       12,810,351              
Trade payables           55,316,394       61,508,674       37,516,252       12,137,677       11,854,745  
Other payables and accruals           611,522       650,000       312,000       338,000        
Amount due to related parties     8.20 %     3,114,186       3,260,994       3,260,994              
              97,006,783       103,384,349       79,053,927       12,475,677       11,854,745  
As of December 31, 2024                                                
                                                 
Non-derivative Financial Liabilities                                                
Bank borrowings     4.95% - 5.70 %     35,039,857       35,668,434       33,045,385       1,289,377       1,333,672  
Lease liabilities     5.70 %     747,819       806,000       312,000       494,000        
Trade payables           27,396,814       27,396,814       27,396,814              
Other payables and accruals           31,816,499       31,816,499       31,816,499              
Amount due to related parties     8.20 %     2,168,066       2,292,276       2,292,276              
              97,169,055       97,980,023       94,862,974       1,783,377       1,333,672  

 

13


 

Capital Risk Management

 

We manage our capital to ensure that entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholders’ value. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

 

We manage our capital based on debt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt includes loans and borrowings from financial institutions, while capital includes equity attributable to the owners of the parent and non-controlling interest. The debt-to-equity ratio of our Company at the end of the reporting period was as follows:

 

    As at
December 31,
2024
    As at
June 30,
2025
    As at
June 30,
2025
 
    RM     RM     USD  
Total debts     30,476,479       43,276,878       10,273,443  
Total equity     17,121,478       17,308,793       4,108,912  
Debt-to-equity ratio     1.78       2.50       2.50  

 

Our Company’s debt-to-equity ratio increased from 1.78 as of December 31, 2024 to 2.50 as of June 30, 2025, primarily due to additional borrowings to support business expansion. The increase in leverage may expose the Company to higher credit and liquidity risk in the event of adverse market or operating conditions. However, following the conversion of the convertible note payable into ordinary shares, the Company’s equity position is expected to improve, which would in turn reduce the debt-to-equity ratio and strengthen the capital structure.

 

We complied with the capital requirements and loan covenants imposed by financial institutions for the six months ended June 30, 2025 and December 31, 2024.

 

Our overall strategy remains unchanged from the previous year.

 

Critical Accounting Policies and Estimates

 

Critical accounting, judgments and key sources of estimation uncertainty

 

Management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year other than as disclosed below:-

 

Impairment of Trade Receivables and Contract Assets

 

We use the simplified approach to estimate a lifetime expected credit loss allowance for all trade receivables and contract assets and there have been no material changes in the underlying assumption. The contract assets are grouped with trade receivables for impairment assessment because they have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference are measured at the present value of all cash shortfalls (i.e., the difference between the cash flows due to us in accordance with the contract and the cashflows that we expect to receive) that will impact the carrying value of trade receivables and contract assets.

 

14


 

Based on the above approach, RM649,075 (USD154,083) of expected credit loss allowance and RM376,000 (USD89,268) of reversal of expected credit loss allowance on trade receivables has been recorded in the six months ended June 30, 2025. There is no expected credit loss allowance that has been recorded in the six months ended June 30, 2024. There are no trade receivables and contract assets written off during the six months ended June 30, 2024 and 2025. Based on the assessment conducted at reporting date, there are no material evidence that the estimate is reasonably likely to change in the foreseeable future.

 

Contract Revenue Recognition

 

The Group enters into contracts with customers to provide construction services related to renewable energy sectors. Revenue from providing such services is recognized over time measure via input method, determined based on the proportion of costs incurred for work performed to date over the estimated total costs. The estimated total costs derived based on bill of quantities issued by customer and costing information gathered via request for quotations. Transaction price is computed based on the price specified in the contract and adjusted for any variable consideration such as incentives and penalties.

 

Based on the above approach, the contract revenue recognized in the six months ended June 30, 2024, and 2025 is RM30,439,585 and RM55,465,994, respectively. Based on assessment conducted at reporting date, there are no material evidence that the estimate is reasonable likely to change in the foreseeable future.

 

Internal Control over Financial Reporting

 

Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

 

In preparing our unaudited interim condensed consolidated financial statements, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board, and other control deficiencies. The material weaknesses identified included a lack of accounting staff and resources with appropriate knowledge of International Financial Reporting Standards and SEC reporting and compliance requirement and deficiency of internal journal entries procedure. Following the identification of the material weaknesses and control deficiencies, we plan to continue to take remedial measures (i) implementing regular and continuous International Financial Reporting Standards accounting and financial reporting training programs for our accounting and financial reporting personnel; and (ii) engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, and the trading price of our Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

 

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