ARB IOT Group Ltd 20-F for FY2025
ARB IOT Group Ltd (ARBB)
About this 20-F
ARB IOT Group Ltd filed this 20-F on October 31, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
OR
For the fiscal year ended
OR
For the transition period from __________ to _________
OR
Date of event requiring this shell company report __________
Commission file number
(Exact name of the Registrant as specified in its charter)
| Not Applicable |
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
| |
(Address of principal executive offices)
Tel:
Email:
| |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
| None |
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
| None |
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
| ● |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| ☐ Yes | ☒ |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
| ☐ Yes | ☒ |
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | ☐ No |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | ☐ No |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer ☐ | Accelerated filer ☐ | |
| Emerging Growth Company |
If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to
Section 13(a) of the Exchange Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark
whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP ☐ | as issued | Other ☐ |
| by the International Accounting Standards Board ☒ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
| ☐ Item 17 | ☐ Item 18 |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| ☐ Yes |
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| ☐ Yes | ☐ No |
Annual Report on Form 20-F
Year Ended June 30, 2025
TABLE OF CONTENTS
i
| PART II | |||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 64 | |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 64 | |
| Item 15. | Controls and Procedures | 65 | |
| Item 16. | [Reserved] | 65 | |
| 16A. | Audit Committee and Financial Expert | 65 | |
| 16B. | Code of Ethics | 66 | |
| 16C. | Principal Accountant Fees and Services | 66 | |
| 16D. | Exemptions from the Listing Standards for Audit Committees | 67 | |
| 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 67 | |
| 16F. | Change in Registrant’s Certifying Accountant | 67 | |
| 16G. | Corporate Governance | 67 | |
| 16H. | Mine Safety Disclosure | 68 | |
| 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 68 | |
| 16J. | Insider Trading Policies | 68 | |
| 16K. | Cybersecurity | 68 | |
| PART III | |||
| Item 17. | Financial Statements | 70 | |
| Item 18. | Financial Statements | 70 | |
| Item 19. | Exhibits | 70 | |
ii
CERTAIN INFORMATION
As used in this Annual Report on Form 20-F (the “Annual Report”), unless otherwise indicated or the context otherwise requires, references to:
| ● | “ASEAN” are to the Association of Southeast Asian Nations, currently comprised of ten member states in Southeast Asia, namely Indonesia, Malaysia, Philippines, Singapore, Thailand, Brunei Darussalam, Viet Nam, Lao PDR, Myanmar and Cambodia; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “IPO Form F-1” are to the registration statement on Form F-1 (File No. 333-267697), initially filed by the Company on September 30, 2022 and declared effective by the SEC on March 30, 2023. |
| ● | “IFRS” are to the IFRS Accounting Standards, as issued by the International Accounting Standards Board; |
| ● | “RM” or “Ringgit Malaysia” are to the legal currency of Malaysia; |
| ● | “SEC” are to the Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “U.S. dollars,” “dollars,” “USD” or “$” are to the legal currency of the United States; and |
| ● | “we,” “us,” “the Company,” “our,” “our Company” or “ARB IOT Group” are to the combined business of ARB IOT Group Limited, an exempted company incorporated in the Cayman Islands, and its consolidated subsidiaries. |
Our reporting currency and our functional currency is RM. This Annual Report contains translations of RM amounts into USD at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RM to USD in this Annual Report were made at a rate of RM4.2150 to $1.00. We make no representation that any RM could have been, or could be, converted into USD, as the case may be, at any particular rate, at the rates stated below, or at all. The Malaysian government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RM into foreign exchange and through restrictions on foreign trade. On June 30, 2025, the exchange rate was RM4.2150 to $1.00. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.
Our fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with IFRS.
iii
FORWARD-LOOKING STATEMENTS
This Annual Report contains many statements that are “forward-looking” and uses forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking statements are based are reasonable and within the bounds of our knowledge of our business and operations as of the date of this Annual Report, any or all of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based on those assumptions could also be incorrect. The forward-looking statements in this Annual Report include, without limitation, statements relating to:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | expected changes in our revenue, costs or expenditure; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | competition in our industry; and |
| ● | government policies and regulations relating to our industry. |
The forward-looking statements included in this Annual Report are subject to known and unknown risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors, some of which are described under the headings “Risk Factors,” “Operating and Financial Review and Prospects,” “Information on our Company” and elsewhere in this Annual Report. Such risks and uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could adversely impact our business and financial performance. The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.
iv
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not applicable.
3.D. Risk Factors
You should carefully consider the following risk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed in the section titled “Forward-Looking Statements,” and our financial information before you decide whether to invest in our securities. One or more of a combination of these risks could materially impact our business, financial condition or results of operations. In any such case, the market price of our ordinary shares could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently do not consider to be material may also materially and adversely affect our business, financial condition or results of operations.
Summary Risk Factors
| ● | We have a limited operating history and experience in the Malaysian IoT industry, which may make it difficult to evaluate our business and prospects and may not be indicative of our future growth or financial results. |
| ● | We are subject to credit risks associated with a significant amount of accounts receivable, and if we are unable to collect accounts receivable from our customers, our results of operations and cash flows could be materially adversely affected. |
| ● | We are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to service our debt and pay dividends, if any, taxes and other expenses. |
| ● | If our customers fail to pay us in accordance with the terms of their agreements, we may have to bring actions to compel payment. |
| ● | All of our projects have agreed milestones and specific completion dates. If we fail to meet these contractual commitments, we could be subject to financial penalties or claims for liquidated damages, which could adversely affect our business, operating results, financial condition and prospects. |
| ● | A major safety incident relating to our business could be costly in terms of potential liabilities and reputational damage. |
| ● | We have engaged in and plan to conduct additional strategic transactions, which could divert our management’s attention, result in additional dilution to our shareholders, disrupt our operations and adversely affect our operating results. We may not be able to successfully integrate acquired businesses and technologies or achieve the anticipated benefits of such acquisitions. |
1
| ● | Our planned expansions outside Malaysia and in the ASEAN region subject us to risks inherent in international operations that can harm our business, results of operations, and financial condition. |
| ● | Our AI partnerships, regional expansion, and large server orders may not commercialize as expected and expose us to execution, supply chain, and working capital risks |
| ● | Our AI-driven smart farming, robotics, and drone systems may not deliver expected results and are subject to agronomic, safety, regulatory, and product liability risks. |
| ● | A failure or breach of our security systems or infrastructure as a result of cyber-attacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. |
| ● | We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition. | |
| ● | The market we compete is competitive. |
| ● | If we fail to adopt new technologies to address evolving customer needs or emerging industry standards, our business may be materially and adversely affected. |
| ● | We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, physical and e-commerce retail, digital content, web services, electronic devices, advertising, and other products and services that we offer or sell. Unfavorable changes could harm our business. |
| ● | Our operations are subject to various laws and regulations in Malaysia. |
| ● | Fluctuations in exchange rates could adversely affect our business and the value of our securities. |
| ● | Because our principal assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in Malaysia. |
| ● | We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies. |
| ● | As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares. |
2
Risks Related to Our Business
We have a limited operating history and experience in the Malaysian IoT industry, which may make it difficult to evaluate our business and prospects and may not be indicative of our future growth or financial results.
We have a limited operating history in the Malaysian IoT industry, which makes it difficult to evaluate our business and prospects. We began operations in 2019, starting with offering smart home and building solutions, and since then, have expanded our product and service offerings to provide IoT solutions for agriculture, construction, consumer electronics, retail and other industries.
In the fiscal year ended June 30, 2025, our revenue increased by RM139.1 million ($34.5 million) or 239%, to RM197.3 million ($46.8 million), from RM58.2 million ($12.3 million) for the year ended June 30, 2024.
Our growth prospects should be considered in light of the risks and uncertainties that companies with a limited operating history and experience in our industry may encounter, including, among others, risks and uncertainties regarding our ability to:
| ● | introduce new products and services; |
| ● | improve our existing products and services; |
| ● | retain existing clients and attract new clients; |
| ● | identify business synergies and enhance connectivity for our clients; |
| ● | adjust and optimize our business model; |
| ● | successfully compete with other companies that are currently in, or may in the future enter, our industry or similar industries; and |
| ● | observe and strategize on the latest market trends. |
All these endeavors involve risks and will require significant allocation of management and employee resources. We cannot assure you that we will be able to effectively manage our growth or implement our business strategies effectively. If the market for our services does not develop as we expect or if we fail to address the needs of this dynamic market, our business, results of operations, and financial condition will be materially and adversely affected.
3
Our expansion into new products, services, technologies, market segments and geographic regions subjects us to additional risks.
We continue to expand into new market segments, products and services, such as smart agriculture, industrial building management, drone-enabled services and AI servers and functionality. We have limited or no experience in our newer market segments, and our customers may not adopt our product or service offerings. These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them. In response to new regulatory requirements or industry standards, or in connection with the introduction of new products, we may need to impose more rigorous risk management systems and policies, which may negatively affect the growth of our business. Any significant change to our business model may not achieve expected results and may materially and adversely affect our financial condition and results of operations. Failure to realize the benefits of amounts we invest in new technologies, products, or services could also result in the value of those investments being written down or written off.
We are subject to credit risks associated with a significant amount of accounts receivable, and if we are unable to collect accounts receivable from our customers, our results of operations and cash flows could be materially adversely affected.
Our normal trade credit terms range between 30 to 210 days. As of June 30, 2025, 2024 and 2023, we had approximately RM41.8 million ($9.9 million), RM27.8 million ($5.9 million) and RM38.4 million ($8.2 million) in trade receivables. We provide a long credit period of approximately 210 days to some large customers to secure contracts from them. However, our customers sometimes still require additional time for payment, depending on their cash flow. Due to uncertainty of the timing of collection, we establish allowance for doubtful account based on individual account analysis and historical collection trends. We establish a provision for doubtful receivables when there is objective evidence that we may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as on past trends of collections. Considering customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against account receivable balance, with a corresponding charge recorded in the consolidated statements of operations and other comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. We did not have any bad debt write-off during the years ended June 30, 2024 and 2023. However, during the fiscal year ended June 30, 2025, we recorded an impairment loss of bad debt of approximately RM4.0 million ($0.9 million), impairment loss of property, plant and equipment of approximately RM7.0 million ($1.7 million), goodwill and intangible assets of approximately RM15.8 million ($3.6 million).
Although we manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures, if there is an occurrence of circumstances that affect our customers’ ability to pay us such as deteriorating conditions in, bankruptcies, or financial difficulties of a customer or within their industries generally, our operating cash flow will be under tremendous pressure, and we could experience payment delays or default in payment to our suppliers or other creditors, which may result in material and adverse impact on our business, results of operations and financial condition.
We are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to service our debt and pay dividends, if any, taxes and other expenses.
We are a Cayman Islands holding company and have no material assets other than ownership of equity interests in our subsidiaries. We have no independent means of generating revenue. We intend to cause our subsidiaries to make distributions to their shareholders in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by us. Our ability to service our debt, if any, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or other distributions, to pay amounts due on our obligations. Future financing arrangements may contain negative covenants that limit the ability of our subsidiaries to declare or pay dividends or make distributions. Our subsidiaries are separate and distinct legal entities; to the extent that we need funds, and our subsidiaries are restricted from declaring or paying such dividends or making such distributions under applicable law or regulations or are otherwise unable to provide such funds (for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiaries to distribute funds), our liquidity and financial condition could be materially harmed.
4
We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.
We have entered into certain transactions with related parties. See “Item 7B. Related Party Transactions.” We believe the terms obtained or consideration that we paid or received, as applicable, in connection with these transactions were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
We may in the future enter into additional transactions with any of our directors, officers or principal shareholders, or any members of their immediate family or entities controlled by them. Such transactions present potential for conflicts of interest, as the interests of these parties may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as for events of default.
Our Audit Committee is responsible for reviewing and approving all material related party transactions. We rely on the laws of the Cayman Islands, which provide that the directors owe a duty of care and a duty of loyalty to our Company. Under Cayman Islands law, our directors have a duty to act honestly, in good faith, and view our best interests. Our directors also have a duty to exercise the care, diligence, and skills that a reasonably prudent person would exercise in comparable circumstances. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties. These transactions, individually or in aggregate, may have an adverse effect on our business and results of operations or may result in litigation or enforcement actions by the SEC or other agencies.
There is no assurance that our IoT agriculture projects will operate as intended.
We face risks related to the performance and reliability of our IoT agriculture projects, and there is no assurance they will operate as intended. These projects are relatively new and have not been in operation for an extended period, which increases the likelihood of design, integration, or deployment issues that may impair functionality. Our systems depend on a combination of hardware, firmware, connectivity, analytics, and third-party integrations that can be affected by network instability, sensor failure, power interruptions, adverse environmental conditions, software defects, cybersecurity incidents, or insufficient user adoption and training. In addition, the success of these projects often requires alignment with variable agronomic factors, including weather patterns, soil conditions, pest pressure, and crop cycles, which are outside our control and may limit the ability of our solutions to deliver consistent results. As a consequence, we may be unable to achieve or maintain the intended benefits, such as high production yields, lower crop losses, reduced operating costs, improved traceability, or enhanced decision support. If our IoT agriculture projects do not perform as designed, customers may reduce or cancel deployments, and our reputation, revenue growth, and margins could be adversely affected.
If our customers fail to pay us in accordance with the terms of their agreements, we may have to bring actions to compel payment.
We typically enter into multiple year arrangements with our customers. If customers fail to pay us under the terms of our agreements, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of our contracts, including litigation. The risk of such negative effects increases with the term length of our customer arrangements. Furthermore, some of our customers may seek bankruptcy protection or other similar relief, including as a result of the impacts and disruptions caused by events beyond their control such as the COVID-19 pandemic, and fail to pay amounts due to us, or pay those amounts more slowly, either of which could adversely affect our business, results of operations and financial condition.
5
Our product supply and service agreements generally give our customers flexibility to terminate engagements without cause by giving notice in advance, and as such, subjects our revenue to uncertainty to some degree.
Our product supply and service agreements, such as our drones agreements, typically allow our clients to terminate our master agreements and work orders with or without cause, and, in the case of termination without cause, subject to 30 days’ prior notice.
Our clients may terminate or reduce their use of our services for a number of reasons, including that they are not satisfied with our services or our ability to meet their needs and expectations. Even if we successfully deliver on contracted services and maintain close relationships with our clients, factors beyond our control could cause the loss of or reduction in business or revenue from our existing clients. These factors include without limitation:
| ● | the business or financial condition of that client or the economy generally; |
| ● | a change in strategic priorities by our clients, resulting in a reduced level of spending on technology services; |
| ● | changes in the personnel at our clients who are responsible for procurement of information technology, services or with whom we primarily interact; |
| ● | a demand for price reductions by our clients; and |
| ● | a decision by that client to move work in-house or to one or several of our competitors. |
The ability of our clients to terminate their engagement with us at will makes our future sales amounts uncertain. We may not be able to replace any client that chooses to terminate or not renew its contract with us, which could materially adversely affect our revenue and thus our results of operations. Furthermore, terminations in engagements may make it difficult to plan our project resource requirements.
If a significant number of clients cease using or reduce their usage of our services, we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue from clients. Such changes could adversely affect our business, results of operations and financial condition.
We depend on a limited number of customers for a large portion of our revenues.
We consider a major customer in each period to be a customer that accounted for more than 10% of overall revenues in such period.
For the year ended June 30, 2025, three major customers accounted for 69.19% of our total revenue. For the year ended June 30, 2024, the two major customers of the Company were Powernow (Asia) Sdn. Bhd., accounting for 46.4% of the total revenue, and ARB Analysis Sdn. Bhd, accounting for 29.2% of the total revenue. For the year ended June 30, 2023, the major customers of the Company were PSSBJAYA Holdings Sdn. Bhd., accounting for 45.9% of the total revenue, and Annum Industries Sdn. Bhd, accounting for 22.4% of the total revenue.
The loss of, or a substantial decrease in the volume of, revenues by any of our top customers could harm our revenues and profitability. In addition, an adverse change in the terms of our dealings with, or in the financial wherewithal or viability of, one or more of our significant customers could harm our business, financial condition and results of operations.
We expect that a significant portion of our revenues will continue to be derived from a small number of customers and that the percentage of revenues represented by these customers may increase. As a result, changes in the strategies of our largest customers or in their operating environments may reduce our revenues, as a result of customers modifying their sales, pricing, or spending practices. The loss of such sales could have an adverse effect on our business, financial condition and results of operations.
6
All of our projects have agreed milestones and specific completion dates. If we fail to meet these contractual commitments, we could be subject to financial penalties or claims for liquidated damages, which could adversely affect our business, operating results, financial condition and prospects.
All of our projects have agreed milestones and specific completion dates. There is a risk that we may encounter delays in completing our projects or meeting agreed milestones. Failure to complete our projects on time or meet agreed milestones may subject us to financial penalties and claims arising for liquidated damages by our customers. Any extended service delays could adversely affect our reputation, ability to attract new customers and retain existing customers, revenue, and operating results.
We depend on third-party providers and suppliers for components of our IoT smart building and engineering and IoT smart agriculture and system development. Any failure or interruption in products or services provided by these third parties could harm our ability to operate our business.
We source a variety of hardware and software from third party suppliers for our IoT smart building and engineering and IoT smart agriculture and system development. As a result, our ability to implement IoT solutions for customers depends on third parties providing us with timely and reliable products and services at acceptable prices.
We rely on third-party software for key automation features in certain of our offerings and on the interoperation of that software with our own, such as our mobile applications and related platform. We could experience service disruptions if customer usage patterns for such offerings exceed, or are otherwise outside of, design parameters for the system and the ability for us or our third-party provider to make corrections. Such interruptions in the provision of services could result in our inability to meet customer demand, damage our reputation and customer relationships, and materially and adversely affect our business. Because a number of our products and services incorporate technology developed and maintained by third parties, we are, to a certain extent, dependent upon such third parties’ ability to update, maintain, or enhance their current products and services; and to ensure that their products are free of defects or security vulnerabilities. If our agreements with third-party vendors are not renewed or the third-party software becomes obsolete, is incompatible with future versions of our products or services, or otherwise fails to address our needs, we cannot provide assurance that we would be able to replace the functionality provided by the third-party software with technology from alternative providers. Any of these factors could materially adversely affect our business, financial condition, results of operations, and cash flows.
We also rely on third-party technology companies to provide automation and interactive services to our customers. These technology companies could fail to provide these services consistently, or at all, which could result in our inability to meet customer demand and damage our reputation. There can be no assurance that third-party technology companies will continue to provide automation and interactive services to customers without disruption. Any such failure or disruption, particularly one of a prolonged duration, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
7
We source software and hardware from various local suppliers and any disruption in global supply chain may affect our business, operating results, and financial condition.
We source hardware and software from local suppliers. While we are not dependent on any single supplier, any serious and prolonged global shortage of hardware and software required to implement our projects may lead to delay in delivery to customers which may affect our reputation, our business relationship with our customers, or expose us to late delivery penalties. This in turn could potentially result in loss of business opportunities or loss of revenue that may adversely affect our profitability and growth.
Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
Our agreements with customers and other third parties generally include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations, and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, those limitations may not be fully enforceable in all situations, and we may still incur substantial liability under those agreements. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.
A major safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.
Construction sites are inherently dangerous, and provision of services to the construction, homebuilding and land development industries poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the projects we work on, health and safety performance is critical to the success of our solutions in these fields.
Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements or litigation, and a failure that results in a major or significant health and safety incident is likely to be costly in terms of potential liabilities incurred as a result. Such a failure could generate significant negative publicity and have a corresponding impact on our reputation and our relationships with relevant regulatory agencies, governmental authorities and local communities, which in turn could have a material adverse effect on our business, prospects, liquidity, financial condition and results of operations.
We have engaged in and plan to conduct additional strategic transactions, which could divert our management’s attention, result in additional dilution to our shareholders, disrupt our operations and adversely affect our operating results. We may not be able to successfully integrate acquired businesses and technologies or achieve the anticipated benefits of such acquisitions.
In pursuing our business strategy, we have in the past acquired and plan to seek to acquire or invest in businesses, products, technologies, or talent that we believe could complement or expand our business, augment our service and solution offerings, enhance our technical capabilities or otherwise offer growth opportunities. We may compete with others for the same opportunities. The pursuit of any of these strategic transactions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable transactions, whether or not they are consummated.
8
Any strategic transaction may result in unforeseen operating difficulties and expenditures. If we acquire additional businesses or enter into other strategic transactions, we may not be able to integrate the acquired personnel, operations, and technologies successfully, or effectively manage the combined business following the strategic transactions. In addition, we have limited experience in consummating strategic transactions. We also may not achieve the anticipated benefits from the strategic transactions due to a number of factors, including:
| ● | failure to evaluate, integrate, utilize or benefit from or accurately anticipate the adoption rates of acquired technologies or services; |
| ● | product synergies, cost reductions, increases in revenue and economies of scale may not materialize as expected; |
| ● | difficulty in retaining, motivating and integrating key management and other employees of the acquired business; |
| ● | the business culture of the acquired entity may not match well with our culture; |
| ● | unforeseen delays, unanticipated costs and liabilities may arise when integrating operations, processes and systems in geographies where we have not conducted business; |
| ● | unanticipated costs or liabilities associated with the strategic transactions; |
| ● | incurrence of transaction-related costs; |
| ● | assumption of the existing obligations or unforeseen liabilities of the acquired business that we were not able to mitigate through due diligence or other means; |
| ● | difficulty integrating the accounting systems, security infrastructure, operations, and personnel of the acquired business; |
| ● | difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; |
| ● | difficulty converting the current and prospective customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support, or professional services model of the acquired company; |
| ● | diversion of management’s attention from other business concerns; |
| ● | adverse effects to our existing business relationships with business partners and customers as a result of the strategic transactions; |
| ● | unexpected costs may arise due to unforeseen changes in tax, payroll, pension, labor, trade, environmental and safety policies in new jurisdictions where the acquired entity operates; |
| ● | use of resources that are needed in other parts of our business; and |
| ● | use of substantial portions of our available cash to consummate the strategic transaction. |
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.
Strategic transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results, increase our financial risk, restrict our ability to take certain actions and cause the market price of our ordinary shares to decline. In addition, if a strategic transaction fails to meet our expectations, our operating results, business, and financial position may suffer.
We may be required to record impairment charges against the carrying value of our goodwill and other intangible assets in the future.
As of June 30, 2025, 2024 and 2023, we had recorded goodwill and intangible assets with a net book value of RM53.8 million ($12.8 million), RM88.9 million ($18.8 million) and RM116.6 million ($25.0 million), respectively. Besides amortizing intangible assets over 5 to 10 years, we are required to test for impairment at least annually and whenever evidence of impairment exists.
During the years ended June 30, 2025, 2024 and 2023, amortization of intangible assets of approximately RM18.9 million ($4.5 million), RM27.9 million ($5.9 million) and RM22.4 million ($4.8 million) were recorded in our statements of profit or loss, respectively. The carrying value of our goodwill and intangible asset values are measured using value in use (“VIU”) calculations and discounted cash flow model, including significant judgements and assumptions relating to revenue growth rates, projected operating income and expenses and the weighted average cost of capital (“WACC”) as the discount rate. We may be required in the future to record impairment charges that could have a material adverse effect on our reported results.
9
Our lack of business insurance could expose us to significant costs and business disruption.
The IoT industry in Malaysia is an emerging sector. We currently do not have any product liability or disruption insurance to cover our operations in Malaysia, which, based on public information available to us relating to Malaysia-based IoT companies, is consistent with customary industry practice in Malaysia. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. If we suffer any losses, damages or liabilities in the course of our business operations, we would not have insurance coverage to provide funds to cover any such losses, damages or product claim liabilities. Therefore, there may be instances when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely affect our financial condition and results of operations.
Our planned expansions outside Malaysia and in the ASEAN region subject us to risks inherent in international operations that can harm our business, results of operations, and financial condition.
A key element of our strategy is to operate and sell our solutions to customers across the ASEAN region. Operating internationally requires significant resources and management attention. We cannot be certain that the investment and additional resources required to operate internationally will produce desired levels of revenue or profitability. Further, operating internationally subjects us to various risks, including:
| ● | increased management, travel, infrastructure and legal compliance costs associated with having operations in many countries; |
| ● | increased financial accounting and reporting burdens and complexities; |
| ● | variations in adoption and acceptance of our solutions and services in different countries, requirements or preferences for domestic products, and difficulties in replacing products offered by more established or known regional competitors; |
| ● | new and different sources of competition; |
| ● | laws and business practices favoring local competitors; |
| ● | differing technical standards, existing or future regulatory and certification requirements and required features and functionality; |
| ● | communication and integration problems related to entering and serving new markets with different languages, cultures, and political systems; |
| ● | compliance with foreign privacy and security laws and regulations, including data privacy laws that require customer data to be stored and processed in a designated territory, and the risks and costs of non-compliance; |
10
| ● | customer preference for data to be stored in a specific geography, location, or region based on unique customer requirements even if not required by applicable privacy and security laws and regulations; |
| ● | compliance with laws and regulations for foreign operations, including anti-bribery laws (such as the U.S. Foreign Corrupt Practices Act), import and export control laws, tax laws, tariffs, trade barriers, economic sanctions, and other regulatory or contractual limitations on our ability to sell our products and services in certain foreign markets, and the risks and costs of non-compliance; |
| ● | compliance with foreign laws, regulations and orders related to health and safety; |
| ● | heightened risks of unfair or corrupt business practices in certain geographies that may impact our financial results and result in restatements of our consolidated financial statements; |
| ● | fluctuations in currency exchange rates and related effects on our results of operations; |
| ● | difficulties in repatriating or transferring funds from or converting currencies in certain countries; |
| ● | different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues; |
| ● | political and economic conditions and uncertainty in the countries or regions in which we operate and around the world; |
| ● | difficulties in recruiting, managing and retaining local partners, including consulting and implementation firms, to support our operations and sales; |
| ● | differing labor standards, including restrictions related to, and the increased cost of, terminating employees in some countries; |
| ● | difficulties in recruiting, hiring and retaining employees in certain countries; |
| ● | difficulties in managing an international workforce and maintaining our corporate culture internationally; |
| ● | the preference for localized software and licensing programs; |
| ● | the preference for localized language support; |
| ● | weaker protection in some jurisdictions for intellectual property and other legal rights than in Malaysia and practical difficulties in enforcing intellectual property and other rights outside of Malaysia, if any; |
| ● | compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes; |
| ● | compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy, and data protection laws and regulations; and | |
| ● | global pandemics such as the COVID-19 pandemic and travel restrictions and other measures undertaken by governments in response to such pandemics. |
Any of the above risks could adversely affect our planned international operations in the future, including reducing revenue from customers outside of Malaysia or increasing operating costs, each of which could adversely affect our business, results of operations, financial condition, and growth prospects. Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.
11
As a IoT solution service provider, the success of our business model depends on our ability to recruit, deploy and manage outsourced contractors.
We currently rely extensively on third-party contractors and outsourcing vendors for engineering, installation, field services, firmware customization, and ongoing support. Our ability to recruit, vet, onboard, deploy, and manage these contractors at the speed and scale required by customer engagements is critical to our operating performance. We may face shortages of qualified contractors, wage inflation, competition from other technology and services firms, and variability in contractor availability by region and season. Inadequate staffing levels, delays in deployment, or deficiencies in training and supervision could result in schedule slippage, cost overruns, safety incidents, rework, or quality issues that adversely affect customer satisfaction and service-level compliance. Because contractors operate outside our direct employment, we are exposed to risks related to inconsistent performance, misalignment with our policies and controls, and noncompliance with legal and regulatory requirements, including labor, immigration, health and safety, and data security laws. We may also be subject to joint employer, vicarious liability, or indemnity claims arising from contractor conduct. If we are unable to attract and retain qualified contractors, efficiently allocate and manage them across projects, or enforce our standards and contractual protections, our ability to deliver projects on time and within budget could be impaired, which could harm our reputation, customer relationships, revenue growth, margins, and cash flows. In addition, disruptions at or the financial instability of our outsourcing vendors could interrupt service delivery, require us to incur incremental costs to transition work, or necessitate internal hiring that may not be feasible on short notice, any of which could materially and adversely affect our business.
Our AI partnerships, regional expansion, and large server orders may not commercialize as expected and expose us to execution, supply chain, and working capital risks.
Our recent AI initiatives in relation to the AI data center server orders are subject to uncertainties in finalizing definitive agreements, coordinating joint go-to-market efforts, and meeting customer schedules and performance criteria. We depend on constrained components (including GPUs, accelerators, memory, and power and thermal systems), upstream vendor allocations, certification timelines, and the readiness of customer facilities (power density, cooling, networking, and security). Any delays, redesigns, or cost inflation could compress margins, defer revenue recognition, or trigger penalties, change orders, or cancellations. Regional logistics, permitting, and regulatory requirements may slow deployments. Fulfilling large-scale orders can also strain working capital due to inventory purchases, capacity expansion, and milestone-based billing, and adverse customer credit or payment term extensions could negatively affect liquidity.
Our AI Data Centre Experimental Laboratory and broader AI offerings may not achieve their research or commercialization objectives and may increase compliance, cybersecurity, and intellectual property risks.
The AI Data Centre Experimental Lab established with academic and commercial partners may not produce commercially viable technologies, datasets, or reference deployments on the anticipated schedule or at all, and may require ongoing investment in infrastructure, energy, and specialized personnel. Collaboration arrangements can involve complex governance, restrictions on publication and data use, and uncertainties over intellectual property ownership and licensing, any of which could limit productization. As we scale AI solutions, we face heightened obligations related to data protection, cybersecurity, and emerging AI governance frameworks; security incidents, misuse of data, biased or non-representative datasets, or noncompliance with evolving standards could result in service interruptions, legal liability, regulatory inquiries, and reputational harm. Loss of or restrictions under third-party licenses, reference designs, or partner support could also impair our ability to assemble, localize, or maintain AI servers and applications.
12
Our AI-driven smart farming, robotics, and drone systems may not deliver expected results and are subject to agronomic, safety, regulatory, and product liability risks.
Orders to deploy our AI smart IoT palm farming system across plantations in Sabah, Malaysia, and the introduction of AI-powered fertilizer robots and AI-enabled drone mapping systems depend on reliable connectivity, sensor accuracy, device uptime, and effective analytics under real-world field conditions. External factors—including weather variability, soil conditions, pest and disease pressure, terrain, labor practices, and adherence to operating procedures—may prevent these solutions from achieving targeted yield improvements, loss reductions, or cost savings, which could reduce expected recurring revenues. Autonomous ground equipment and unmanned aerial systems are subject to permitting, pilot qualifications, airspace and pesticide application regulations, and environmental constraints; failures, accidents, or noncompliance could result in deployment delays, enforcement actions, or product liability claims. Changes in government policies, incentives, or regional conditions in Sabah and Sarawak may further affect adoption, increase costs, or diminish anticipated benefits.
If demand for our services and solutions does not develop as expected, our projected revenues and profits may not materialize.
Our future profits are influenced by many factors, including economics, technology advancements, and world events and changing customer preferences. We believe that our target markets will continue to grow, that we will be successful in marketing our services and solutions in these markets. If our expectations as to the size of these markets and our ability to sell our products and services in such markets are not correct, our revenue may not materialize, and our business will be adversely affected.
A failure or breach of our security systems or infrastructure as a result of cyber-attacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.
Information security risks for technology companies, such as us, have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. These threats may derive from fraud or malice on the part of our employees or third parties or may result from human error or accidental technological failure. These threats include cyber-attacks such as computer viruses, malicious code, phishing attacks or information security breaches.
Our operations will, in part, rely on the secure processing, transmission and storage of confidential proprietary and other information in our computer systems and networks. Our customers will rely on our digital technologies, computer, email and messaging systems, software and networks to conduct their operations or to utilize our products or services. In addition, to access our products and services, our customers may use personal smartphones, tablet computers and other mobile devices that may be beyond our control.
If a cyber-attack or other information security breach occurs, it could lead to security breaches of the networks, systems or devices that our customers use to access our products and services which could result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information (including account data information) or data security compromises. Such events could also cause service interruptions, malfunctions or other failures in the physical infrastructure or operations systems that will support our businesses and customers, as well as the operations of our customers or other third parties. Any actual attacks could lead to damage to our reputation with our customers and other parties and the market, additional costs to the Company (such as repairing systems, adding new personnel or protection technologies or compliance costs), regulatory penalties, financial losses to both us and our customers and partners and the loss of customers and business opportunities. If such attacks are not detected immediately, their effect could be compounded. Although we will attempt to mitigate these risks, there can be no assurance that we will be immune to these risks and not suffer losses in the future.
13
We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition.
Our businesses depend on the skills, reputation, and professional experience of our senior management and key employees, the network of resources and relationships they generate during the ordinary course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our senior professionals. Therefore, the success of our business depends on the continued services of these individuals. If we lose their services, we may not be able to execute our existing business strategy effectively, and we may have to change our current business direction. These disruptions to our business may take up significant energy and resources of our Company, and materially and adversely affect our future prospects. Specifically, our future performance depends on the continued services and contributions of our Chief Executive Officer, Liew Kok Leong and our Chief Financial Officer, Ng Kok Wah who have in-depth knowledge and experience in the technological industry and in managing our operations. Without these key executives and employees, we may not have the ability to execute on our business plans and to identify and pursue new opportunities and innovations. The loss of services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. The loss of the services of our senior management or other key employees for any reason could adversely affect our business, financial condition and operating results. We do not presently maintain any key man life insurance policies.
Increases in costs, disruption of supply or shortage of materials, in particular for hardware and software, could harm our business.
We may experience increases in the cost or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and negatively impact our business, prospects, financial condition and operating results. We use various materials in our business, including hardware and software, from suppliers.
The prices for these materials fluctuate, and their available supply may be unstable, depending on market conditions and global demand for these materials, and could adversely affect our business and operating results.
These risks include:
| ● | an increase in the cost, or decrease in the available supply, of materials used; and |
| ● | disruption in the supply of materials due to quality issues or recalls by manufacturers |
Substantial increases in the prices for our materials or prices charged to us would increase our operating costs, and could reduce our margins if we cannot recoup the increased costs through increased prices. Any attempts to increase prices in response to increased material costs could result in cancellations of orders for our services and solutions and therefore materially and adversely affect our brand, image, business, prospects and operating results.
We may experience in the future, delays or other complications in the design and manufacture of products we distribute or source for use in our projects which could harm our brand, business, prospects, financial condition and operating results.
We may encounter unanticipated challenges, such as supply chain or logistics constraints, that lead to delays in producing products we distribute or use in our projects. Any significant delay or other complication in the production of such products, including complications associated with expanding our supply chain or obtaining or maintaining regulatory approvals, and/or coronavirus impacts, could materially damage our brand, business, prospects, financial condition and operating results.
14
Changes in our supply chain may result in increased cost. If we are unsuccessful in our efforts to control supplier costs, our operating results may suffer.
There is no assurance that our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed. Furthermore, as the scale of our business increases, we will need to accurately forecast, purchase, warehouse and transport to our project sites components at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of components purchases to our actual needs, or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain, we may incur unexpected disruption, storage, transportation and write-off costs, which could have a material adverse effect on our financial condition and operating results.
If we fail to develop or protect our intellectual property adequately, our business could suffer.
The Company has attempted, and may attempt, to develop certain intellectual property of its own, but cannot assure that it will be able to develop and/or obtain exclusive rights in trade secrets, patents, trademark registrations and copyright registrations. We currently own no patents or copyrights in any jurisdiction. The cost of developing, applying for and obtaining such enforceable rights is expensive. Even after such enforceable rights are obtained, there are significant costs for maintaining and enforcing them. The Company may lack the resources to put in place exclusive protection and enforcement efforts. Also, certain of the Company’s product or service offerings initially draws from publicly available technology in the marketplace. The Company’s failure to obtain or maintain adequate protection of its intellectual property rights for any reason could have a material adverse effect on its business, financial condition and results of operations.
If the Company were to develop intellectual property, the Company may seek to enforce its intellectual property rights on others through litigation. The Company’s claims, even if meritorious, may be found invalid or inapplicable to a party the Company believes infringes or has misappropriated its intellectual property rights. In addition, litigation can:
| ● | be expensive and time consuming to prosecute or defend; |
| ● | result in a finding that the Company does not have certain intellectual property rights or that such rights lack sufficient scope or strength; |
| ● | divert management’s attention and resources; or require the Company to license its intellectual property. |
The Company may rely on trademarks or service marks to establish a market identity for its products or services. To maintain the value of the Company’s trademarks or service marks, the Company might have to file lawsuits against third parties to prevent them from using marks confusingly similar to or dilutive of the Company’s registered or unregistered trademarks or service marks. The Company also might not obtain registrations for its pending or future trademark or service marks applications, and might have to defend its registered trademark or service marks and pending applications, if any, from challenge by third parties. Enforcing or defending the Company’s registered and unregistered trademarks or service marks might result in significant litigation costs and damages, including the inability to continue using certain marks.
The laws of foreign countries in which the Company may contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of Malaysia. Adverse determinations in a judicial or administrative proceeding could prevent the Company from offering or providing its products or services or prevent the Company from stopping others from offering or providing competing products, and thereby have a material adverse effect on the Company’s business, financial condition, and results of operations.
Our products, services or processes could be subject to claims of infringement of the intellectual property of others.
Claims that products, services, business methods, or processes infringe upon the proprietary rights of others often are not asserted until after commencement of commercial sales. Third parties may make claims of infringement against the Company in connection with the use of its technology. Any claims, even those without merit, could:
| ● | be expensive and time consuming to defend; |
| ● | cause the Company to cease making, licensing, or using products that incorporate the challenged intellectual property; |
| ● | divert management’s attention and resources; or |
| ● | require the Company to enter into royalty or licensing agreements in order to obtain the right to use a necessary software product or system. |
The Company cannot be certain of the outcome of any litigation. Any royalty or licensing agreement, if required, may not be available to the Company on acceptable terms or at all. The Company’s failure to obtain the necessary licenses or other rights could prevent the development, or distribution of the Company’s products and services and, therefore, could have a material adverse effect on the Company’s business.
15
Risks Related to Our Industry and Governmental Regulation
The market we compete is competitive.
The market for IoT solutions and services is competitive. Companies in our industry compete on the basis of a number of factors, including technical expertise and industry knowledge, innovation competence, location, price, reputation, scale, financial stability, responsiveness to market demand and effective personnel training and retention.
Our current and potential competitors include traditional software companies developing IoT technologies to seize new growth opportunities, existing IoT players in agriculture, property development and logistics industries and consumer electronics brands that are investing in in-house IoT capabilities, and other smaller companies focused on single niche segments. Our competitors and potential competitors could have substantial competitive advantages such as substantially greater financial, technical and marketing resources, greater name recognition, longer operating histories, greater client support resources, lower labor and development costs, and larger and more mature intellectual property portfolios. As a result, they may be able to compete more aggressively on pricing or devote greater resources to the development and promotion of technology and IoT services.
In addition, we have faced, and expect to continue to face, competition from new market entrants. Further, there is a risk that our clients may elect to increase their internal resources to satisfy their services needs as opposed to relying on a third-party service provider like us. Moreover, as we expand the scope and reach of our solutions, we may face additional competition. If one or more of our competitors were to merge or partner with other competitors, the change in the competitive landscape could also adversely affect our ability to compete effectively. Increased competition could also result in price reductions, reduced operating margins and loss of our market share. We may be unable to compete successfully with existing or new competitors and competitive pressures may materially adversely affect our business, financial condition, results of operations and prospects.
If we fail to adopt new technologies to address evolving customer needs or emerging industry standards, our business may be materially and adversely affected.
The information technology industry has experienced rapid technological developments, changes in industry standards, changes in customer requirements and frequent new product introductions and improvements. If we are unable to respond quickly and successfully to these developments, we may lose our competitive position, and our products or technologies may become uncompetitive or obsolete.
Recent new technology trends such as artificial intelligence (AI), cloud computing, 5G, robotic process automation (RPA), IoT and hyper-connectivity continue to shape our industry and require us to keep pace with the changing technologies and evolving industry standards. Our ability to develop, alone or with third parties, or to acquire new products and services that are technologically innovative requires the investment of significant resources and can affect our competitive position. These acquisition and development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new commercially successful technologies, products, or services on a timely basis.
Our long-term success will depend on our ability to adapt quickly to rapidly changing technologies, to adapt our services and products to evolving industry standards and to improve the performance and reliability of our services and products. To achieve market acceptance for our product and service offerings, we must effectively anticipate and offer products and services that meet changing customer demands in a timely manner. Customers may require features and functionality that our current products and services do not have or cannot obtain. If we fail to develop products and services that satisfy customer preferences in a timely and cost-effective manner, our ability to retain existing customers and our ability to create or increase demand for our products will be harmed.
If we fail to comply with constantly evolving laws, regulations, and industry standards addressing information and technology networks, privacy, and data security, we could face penalties, liability, and reputational harm, and our business, operations, and financial condition could be adversely affected.
Along with our own confidential data and information retained in the normal course of our business, we or our partners collect and retain third party data, some of which is subject to certain laws and regulations. Our ability to analyze this data to provide the customer with an improved user experience is a valuable component of our services, but we cannot provide assurance that the data we require will be available from these sources in the future or that the cost of such data will not increase. If the data that we require is not available to us on commercially reasonable terms or at all, we may not be able to provide certain parts of our current or planned products and services, and our business, financial condition, results of operations, and cash flows could be materially adversely affected.
16
In addition, we may also collect and retain other sensitive types of data, including, among other things, audio recordings of telephone calls and video images of customer sites. We must comply with applicable laws and regulations governing the collection, retention, processing, storage, disclosure, access, use, security, and privacy of such information in addition to our own information security and privacy policies and applicable industry standards. The legal, regulatory, and contractual environment surrounding the foregoing continues to evolve, and there has been an increasing amount of focus on privacy and data security issues with the potential to affect our business. These privacy and data security laws, regulations, and standards, as well as contractual requirements, could increase our cost of doing business, and failure to comply with these laws, regulations, standards, and contractual requirements could result in government enforcement actions (which could include civil or criminal penalties), private litigation, and/or adverse publicity.
In the event of a breach of personal information that we hold or that is held by third parties on our behalf, we may be subject to governmental fines, imprisonment, legal claims, remediation expenses, and/or harm to our reputation. We could incur significant legal costs in defending existing or new claims or in the ultimate resolution of such claims, and we may suffer reputational harm and damage to our brand as a result of such claims or any related publicity. Further, if we fail to comply with applicable privacy and security laws, regulations, policies, and standards; properly protect the integrity and security of our facilities and systems and the data located within them; or defend against cybersecurity attacks; or if our third-party service providers, partners, or vendors fail to do any of the foregoing with respect to data and information assessed, used, stored, or collected on our behalf, our business, reputation, financial condition, results of operations, and cash flows could be materially adversely affected.
Examples of certain requirements we face include those with respect to Personal Data Protection Act 2010, Personal Data Protection Regulations 2013 and Communications and Multimedia Act 1998. These laws and regulations are examples of our need to comply with costly and complex requirements at state, federal, and international levels. As these requirements continue to evolve, and expand to additional jurisdictions, we may incur or be required to incur costs or change our business practices in a manner adverse to our business and failure to comply could result in significant penalties that may materially adversely affect our business, reputation, financial condition, results of operations, and cash flows.
We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, physical and e-commerce retail, digital content, web services, electronic devices, advertising, and other products and services that we offer or sell. Unfavorable changes could harm our business.
We are subject to general business regulations and laws, as well as regulations and laws specifically governing our business activities. These regulations and laws cover taxation, privacy, data protection, cybersecurity, copyrights, trademarks, distribution of goods, employment, operation of unmanned aircraft systems, premises occupied by us and other matters.
Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions initiated by them, could increase our cost of doing business and require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a negative effect on our operations.
Our business depends on our customers’ continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure. Internet access providers may be able to block, degrade or charge for access to certain of our products and services, which could lead to additional expenses and the loss of customers.
Our products and services depend on the ability of our customers to access the Internet. Currently, this access is provided by companies having significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers have the ability to take measures including legal actions, that could degrade, disrupt or increase the cost of user access to certain of our products and services by restricting or prohibiting the use of their infrastructure to support our products or services or charging increased fees to Internet users. Such interference could result in a loss of existing users, advertisers and goodwill, and could result in increased costs and could impair our ability to attract new customers, thereby harming our revenue and growth. Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity or use of the Internet, including laws impacting Internet neutrality, could decrease the demand for our products and services and increase our operating costs. The legislative and regulatory landscape regarding the regulation of the Internet is subject to uncertainty.
17
Internationally, government regulation concerning the Internet, and in particular, network neutrality, may be developing or non-existent. Within such a regulatory environment, we could experience discriminatory or anticompetitive practices impeding both our and our customers’ domestic and international growth, increasing our costs or adversely affecting our business. Additional changes in the legislative and regulatory landscape regarding the regulation of the Internet, could harm our business, operating results and financial condition.
The drone industry is subject to various laws and government regulations which could complicate and delay our ability to introduce services, maintain compliance, and avoid violations, which could lead to increased costs or the interruption of business operations that could negatively impact our financial condition and results of operations.
We are developing our drone services business. The commercial drone operations industry is a regulated industry in Malaysia and many other jurisdictions. Flying drones is subject to permissions, licensing or clearance requirements from Civil Aviation Authority of Malaysia. These regulations include Civil Aviation Regulations 2016. While we endeavor to take all the steps necessary to comply with these laws and regulations, there can be no assurance that we can maintain compliance on a continuing basis. Failure to comply could result in monetary liabilities and other sanctions which could increase our costs or decrease our revenue resulting in a negative impact on our business, financial condition and results of operations.
Changes in trade policy such as the imposition of tariffs and the resulting consequences, may have adverse impacts on our business, results of operations and financial condition.
We cannot predict future trade policy, or tariffs and their impact on our business. To the extent that trade tariffs and other restrictions imposed by Malaysia or other countries increase the price of, or limit the amount of, components or materials used in our products and services imported into Malaysia or other countries we operate in the future, or create adverse tax consequences, the sales, cost or gross margin of our operations may be adversely affected and the demand from our customers for products and services may be diminished. Uncertainty surrounding international trade policy and disputes and protectionist measures could also have an adverse effect on consumer confidence and spending. If we deem it necessary to alter all or a portion of our activities or operations in response to such policies, agreements or tariffs, our capital and operating costs may increase. As a result, changes in international trade policy, changes in trade agreements and tariffs could adversely affect our business, results of operations and financial condition.
Risks Related to Operations in Malaysia
Our operations are subject to various laws and regulations in Malaysia.
Our business is regulated by various laws and regulations in Malaysia such as regulations on business licenses, intellectual property rights, employment, personal data and privacy, dividends, unmanned aircraft, distribution trade services and cybersecurity. Certain registrations, certificates and/or licenses for the conduct of our business are required under the above laws.
Based on our experience, some of the laws and regulations of the place where we operate our business are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Therefore, we cannot assure you that, for the implementation of our business plans and the introduction of any new services or products, we will be able to obtain all the necessary registrations, certificates and/or licenses. Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against us, which may adversely affect our reputation, financial condition or results of operation.
The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.
Our business and prospects depend on the continuing development of the economy in Malaysia. We cannot assure you that the Malaysian economy will continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysian economy suffers, demand for the products we currently offer may diminish, which would in turn result in decreased likelihood of profitability. This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company.
18
Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.
Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.
We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business.
Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia’s political, economic and social environment.
Fluctuations in exchange rates could adversely affect our business and the value of our securities.
The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions. The value of our ordinary shares will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Currently, we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our ordinary shares or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.
We are subject to foreign exchange control policies in Malaysia.
The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a Cayman Islands holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.
19
Because our principal assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in Malaysia.
All of our directors and officers are nationals and residents of a country other than the United States and all of their assets are located outside the United States. In addition, all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to effect service of process within the United States upon us or our directors and officers or to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us or our directors and officers in the courts of either the U.S., Cayman Islands or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.
Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.
We are required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act (“FCPA”), which generally prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.
Risks Related to Ownership of Our Ordinary Shares
The price of our ordinary shares may be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment.
Our periodic operating results are likely to fluctuate as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could subject the market price of our ordinary shares to wide price fluctuations regardless of our operating performance. You may not be able to resell your shares at or above price you paid or at all. The trading price of our ordinary shares may fluctuate in response to various factors, including:
| ● | variations in our operating results compared to market expectations; |
| ● | adverse publicity about us, the industries we participate in or individual scandals; |
| ● | announcements of new offerings or significant price reductions by us or our competitors; |
| ● | stock price performance of our competitors; |
| ● | fluctuations in stock market prices and volumes; |
| ● | changes in senior management or key personnel; |
| ● | changes in financial estimates by securities analysts; |
| ● | negative earnings or other announcements by us or our competitors; |
| ● | incurrence of indebtedness, defaults on indebtedness, or issuances of additional capital stock; |
| ● | global economic, legal and regulatory factors unrelated to our performance; and |
| ● | the other factors listed in this “Risk Factors” section. |
Any of these factors may result in large and sudden changes in the volume and price at which the ordinary shares will trade.
20
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. Volatility in the market price of our ordinary shares may also prevent investors from being able to sell their shares at or above the price at which they acquired our shares. As a result, you may suffer a loss on your investment.
We may not be able to maintain a listing of our ordinary shares on Nasdaq.
We must meet certain financial and liquidity criteria to maintain the listing of our ordinary shares on Nasdaq. If we fail to meet Nasdaq’s continued listing requirements, our ordinary shares may be delisted.
On June 25, 2024, the Company received a written notification letter from Nasdaq Stock Market (“Nasdaq”), notifying the Company that it was not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of US$1.00 per share. In May 2025, the Company approved a one-for-fifteen reverse share split of the Company’s issued and unissued ordinary shares. On June 17, 2025, the Company was notified by Nasdaq that it had regained compliance with the minimum bid price requirement for continued listing on Nasdaq. We cannot assure you that the Company will continue to comply with the requirements for continued listing on the Nasdaq in the future.
In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our ordinary shares from Nasdaq may materially impair our shareholders’ ability to buy and sell our ordinary shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ordinary shares. The delisting of our ordinary shares could significantly impair our ability to raise capital and the value of your investment.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline.
The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ordinary shares or publishes inaccurate or unfavorable research about our business, the market price for our ordinary shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.
We have never paid cash dividends on our ordinary shares and do not intend to pay dividends for the foreseeable future.
We have paid no cash dividends on our ordinary shares to date and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our ordinary shares. Accordingly, investors must be prepared to rely on sales of their ordinary shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our ordinary shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.
Raising additional capital may cause dilution to our shareholders or restrict our operations.
To support our expanding business, we may need additional capital to continue to make significant investments in our new and existing business. We cannot assure you that cash generated by our operations will be sufficient to allow us to fund such expansion. If cash flows from operations are not sufficient, we may need additional equity or debt financing to provide the funds required to expand our business. If such financing is not available on satisfactory terms or at all, we may be unable to expand our business or to develop new business at the rate desired and our operating results may suffer. Debt financing increases expenses which may contain covenants that restrict the operation of our business, and must be repaid regardless of operating results. Equity financing, or debt financing that is convertible into equity, could result in additional dilution to our existing shareholders.
21
Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies may require us to delay, scale back or eliminate some or all of our operations or the expansion of our business, which may have a material adverse effect on our business, operating results, financial condition or prospects.
We may issue additional equity or debt securities, which are senior to our ordinary shares as to distributions and in liquidation, which could materially adversely affect the market price of our ordinary shares.
In the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to our shareholders. In addition, any additional preferred stock, if issued by our Company, may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our shareholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.
Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing the value of your ordinary shares and diluting your interest in our Company.
We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies.
We qualify as an “emerging growth company” under the JOBS Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; |
| ● | being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and |
| ● | being exempt from the requirement to hold a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates.
We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, although if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of any second fiscal quarter before that time, we would cease to be an emerging growth company as of the following year end.
22
Because we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our ordinary shares.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our principal shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, substantially all of our directors and executive officers reside outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Malaysia or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers.
23
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
| ● | Section 14 of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
| ● | Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we may publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq Stock Market. Press releases relating to financial results and material events will also be furnished to the SEC in reports on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.
We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country, the Cayman Islands, in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:
| ● | have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act); |
| ● | have a compensation committee and a nominating committee to be comprised solely of “independent directors”; or |
| ● | hold an annual meeting of shareholders no later than one year after the end of our fiscal year. |
As a result, if we rely on some of these exemptions, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.
If the ownership of our ordinary shares continues to be concentrated, it may prevent you and other minority shareholders from influencing significant corporate decisions and may result in conflicts of interest.
As of the date of this Annual Report, our Chairman and Chief Executive Officer, Liew Kok Leong, beneficially owns approximately 27.1% of the Company’s voting power. This concentration of ownership may delay, deter or prevent acts that would be favored by our other shareholders. The interests of Liew Kok Leong may not always coincide with our interests or the interests of our other shareholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company. Also, Liew Kok Leong may seek to cause us to take courses of action that, in its judgment, could enhance its investment in us, but which might involve risks to our other shareholders or adversely affect us or our other shareholders. As a result, the market price of our shares could decline, or shareholders might not receive a premium over the then-current market price of our shares upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our shares because investors may perceive disadvantages in owning shares in a company with significant shareholders.
24
Our amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares at a premium.
Our amended and restated memorandum and articles of association contain provisions to limit the ability of others to acquire control of our Company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our Company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our Company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially and adversely affected. In addition, our amended and restated memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our Company or cause us to engage in a transaction resulting in a change of control.
There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares.
In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.
Based on the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our ordinary shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.
If we were a PFIC for any taxable year during which a U.S. investor holds ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.
General Risk Factors
We may have difficulty scaling and adapting our existing infrastructure to accommodate a larger customer base, technology advances or customer requirements.
In the future, advances in technology, increases in traffic, and new customer requirements may require us to change our infrastructure, expand our infrastructure or replace our infrastructure entirely. Scaling and adapting our infrastructure are likely to be complex and require additional technical expertise. If we are required to make any changes to our infrastructure, we may incur substantial costs and experience delays or interruptions in our service. These delays or interruptions may cause customers to become dissatisfied with our service and move to competing service providers. Our failure to accommodate increased traffic, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and the associated adjustments to our infrastructure could harm our business, financial condition and results of operations.
Adverse developments in general business and economic conditions as well as conditions in the global capital market could have an adverse effect on the demand for the Company’s services, the business, and the financial condition and results of operations of the Company and its customers.
Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes between the U.S. and other countries resulting in the imposition of increased tariffs on products imported into the U.S., and the availability and cost of credit can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters such as the implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters such as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, our financial condition, results of operations, and the trading price of our ordinary shares.
25
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
Our Corporate History
In October 1997, ARB Berhad, our former controlling shareholder and parent company, was incorporated in Malaysia. Since February 2004, it has been listed on the Main Market of Bursa Malaysia Securities Berhad. ARB Berhad commenced IoT business in 2019, starting with offering smart home and building solutions.
On March 1, 2022, ARB IOT Group Limited was incorporated under the laws of Cayman Islands as an indirect wholly owned subsidiary of ARB Berhad. Following the completion of a restructuring in March 2022, ARB IOT Group Limited became an indirect holding company of our operating subsidiaries in Malaysia.
On June 9, 2022, we subdivided all of our 50,000 authorized shares of par value $1.00 each into 500,000,000 shares, par value $0.0001 each, resulting in our then existing shareholder holding 10,000 ordinary shares of par value $0.0001. On June 9, 2022, an additional 9,990,000 ordinary shares were issued to ARB IOT Limited for a purchase price of $0.0001 per share. On September 19, 2022, ARB IOT Limited subscribed for another 15,000,000 ordinary shares, at a purchase price of $0.0001 per share.
On April 10, 2023, we closed our initial public offering of 1,250,000 ordinary shares, at an offering price of $4.00 per ordinary share, for gross proceeds of approximately $5.0 million. Our ordinary shares began trading on The Nasdaq Capital Market on April 5, 2023, under the symbol “ARBB.” On April 25, 2023, we completed the sale of an additional 187,500 ordinary shares at the public offering price of $4.00 per share, pursuant to the exercise by the underwriter of the over-allotment option, in full, granted to it in connection with our initial public offering.
We have benefited from ARB Berhad’s experience, reputation and network in the IT industry. Prior to the completion of our initial public offering on April 10, 2023, we operated as an operating segment of ARB Berhad. As an operating segment of a seasoned public company, we have gained from established business processes and a veteran leadership team, allowing us to focus our attention on growing and developing our IoT business. While our history with ARB Berhad has provided us with certain competitive advantages, we believe that the separation and our initial public offering and listing on the Nasdaq help promote clearer segregation of business responsibilities and operations for the IoT segment, thereby enabling efficient allocation of resources to accelerate the growth of our IoT business, and allow us to have direct access to a globally recognized stock exchange, which may increase our financial flexibility to explore expansion and growth prospects and enhance our corporate reputation and recognition.
On September 29, 2023, ARB IOT Limited who then directly held 25,000,0000 ordinary shares of the Company, declared a dividend in specie of the Shares to be paid to ARB Holdings Sdn. Bhd., the sole shareholder of ARB IOT Limited. On October 2, 2023, ARB Holdings Sdn. Bhd. declared a dividend in specie of the 25,000,000 ordinary shares to be paid to ARB Berhad, the sole shareholder of ARB Holdings Sdn. Bhd. As a result, ARB Berhad directly held 25,000,000 ordinary shares of our Company as of October 2, 2023.
On February 5, 2024, ARB Berhad effected a distribution of 17,496,142 ordinary shares it held in us, to its shareholders (the “Distribution”). Immediately following the Distribution, ARB Berhad held 7,503,858 ordinary shares of our Company, or approximately 28.38% of our issued and outstanding ordinary shares. As a result of the Distribution, we are no longer deemed a “controlled company” under the Nasdaq Rules, and we are no longer included in ARB Berhad’s consolidated group for Malaysian income tax, accounting or public company reporting purposes.
Subsequently on May 6, 2024, ARB Berhad transferred such 7,503,858 ordinary shares of our Company, or approximately 28.38% of our issued and outstanding ordinary shares to ARB IOT Limited.
On May 14, 2025, the shareholders of the Company approved on the share consolidation of the Company’s issued and unissued ordinary shares at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-twenty (20). On May 29, 2025, the board of directors of the Company approved a one-for-fifteen reverse share split of the Company’s issued and unissued ordinary shares, with a new par value of $0.0015 per share (the “Reverse Split”). Immediately following the completion of the Reverse Split, the Company had 1,765,256 ordinary shares issued and outstanding.
On June 9, 2025, ARB IOT Limited distributed the entire shares it held in the Company to its sole owner, Nexura Solutions Sdn. Bhd. (“Nexura”) (formerly known as ARB Holdings Sdn Bhd). On June 9, 2025, Nexura further distributed such shares to its sole owner, Cahaya Fantasi Sdn Bhd (“Cahaya”). Cahaya subsequently declared a distribution of these shares to its six (6) shareholders in proportion to their respective ownership interests in Cahaya. On June 17, 2025, the six (6) shareholders received their respective portions of these shares of the Company. As a result of these distributions, ARB IOT Limited no longer beneficially owns any ordinary share in the Company.
26
We operate our business through our indirect subsidiaries in Malaysia. The following diagram illustrates our corporate structure as of June 30, 2025.
Note:
| (1) | ARB Synergy Sdn Bhd became a wholly-owned subsidiary of ARB IOT Group Sdn Bhd via trust deed |
Operating Subsidiaries
ARB Lab Sdn. Bhd. (“ARB Lab”) was incorporated in Malaysia as a private company limited by shares on December 16, 2020, with an issued and paid-up capital of RM1,000,000 comprising one million (1,000,000) ordinary shares. Subsequently, ARB Lab has issued four hundred thousand (400,000) preference shares with an issue price of RM0.001 to Polo Jasa Sdn. Bhd. Consequently, the issued share capital of ARB Lab has increased to RM1,000,400. The principal activities of ARB Lab are research and development of IT and IoT for software and hardware and investment holding.
ARB R&D Sdn. Bhd. (“ARB R&D”) was incorporated in Malaysia as a private company limited by shares on April 2, 2021, with an issued and paid-up capital of RM1 comprising one (1) ordinary share. On December 10, 2024, ARB R&D increased its share capital to RM8,590,001 comprising ten (10) ordinary shares. Following the allotment, ARB Lab directly holds 90% of equity interest in ARB R&D. The remaining shareholding is owned by ARB IOT Group Sdn Bhd. As a result, the Company’s effective equity interest in ARB R&D remains at 100%. The principal activities of ARB R&D are research & development of IT and IoT related software and hardware and investment holding.
ARB Innovation Sdn. Bhd. (“ARB Innovation”) was incorporated in Malaysia as a private company limited by shares on July 5, 2021, with an issued share capital of RM1 comprising one (1) ordinary share. It was acquired by ARB R&D on September 23, 2021. On December 16, 2024, ARB Innovation increased its share capital to RM58,200,649 comprising ten (10) ordinary shares. Following the allotment, ARB R&D directly holds 90% of equity interest in ARB Innovation. The remaining shareholding is owned by ARB IOT Group Sdn Bhd. As a result, the Company’s effective equity interest in ARB Innovation remains at 100%. The principal activities of ARB Innovation are providing hardware, software, product development, installation and training to merchant clients.
27
ARB R1 Technology Sdn. Bhd. (“ARB R1 Technology”) was incorporated in Malaysia as a private company limited by shares on September 30, 2021, with an issued share capital of RM1 comprising one (1) ordinary share. It was acquired by ARB R&D on May 10, 2022. The principal activities of ARB R1 Technology are research and development on engineering and technology.
ARB Robotic Sdn. Bhd. (“ARB Robotic”) was incorporated in Malaysia as a private company limited by shares on February 8, 2021, with an issued and paid-up capital of RM1 comprising one (1) ordinary share. On June 25, 2021, ARB Robotic increased its paid-up capital to RM100 comprising one hundred (100) ordinary shares whereby ten (10) ordinary shares were allotted to ARB Distribution Sdn. Bhd. (“ARB Distribution) and eighty-nine (89) ordinary shares were allotted to ARB Digital Technology Sdn. Bhd. Consequently, ARB IOT Group Sdn. Bhd. acquired 90% equity interests from ARB Digital Technology Sdn. Bhd. on October 8, 2021. As a result, ARB IOT Group Sdn. Bhd. now directly holds 90% equity interests, and its 51% owned subsidiary ARB Distribution owns the remaining 10% equity interests of ARB Robotic. On May 25, 2023, ARB IOT Group Sdn. Bhd. acquired a 10% equity interest in ARB Robotic from ARB Distribution. As a result, ARB IOT Group Sdn. Bhd. directly holds 100% equity interests in ARB Robotic. On December 10, 2024, ARB Robotic increased its share capital to RM9,380,000 comprising one hundred and one (101) ordinary shares. The principal activities of ARB Robotic are management consultancy services and IT services.
ARB Intelligence Sdn. Bhd. (“ARB Intelligence”) was incorporated in Malaysia as a private company limited by shares on June 21, 2018 with an issued share capital of RM100 comprising one hundred (100) ordinary shares. On April 13, 2021, ARB Intelligence increased its share capital to RM1,000 comprising one thousand (1,000) ordinary shares. Subsequently, ARB Intelligence became a wholly-owned subsidiary of ARB Robotic after ARB Intelligence was acquired by ARB Robotic on July 8, 2021 for 100% of its equity interests. On December 10, 2024, ARB Intelligence increased its share capital to RM53,046,000 comprising one thousand and ten (1,010) ordinary shares. Following the allotment, ARB Robotic directly holds 99% of equity interest in ARB Intelligence. The remaining shareholding is owned by ARB IOT Group Sdn Bhd. As a result, the Company’s effective equity interest in ARB Intelligence remains at 100%. The principal activities of ARB Intelligence are providing information services and management consultancy services.
ARB AI Agro Sdn. Bhd. (“ARB AI Agro”) was incorporated in Malaysia as a private company limited by shares on May 18, 2021, with an issued and paid-up capital of RM1 comprising one (1) ordinary share. On November 30, 2024, ARB AI Agro increased its share capital to RM8,979,999 comprising one (1) ordinary share. The principal activities of ARB AI Agro are investment holding and IT services.
ARB Agro Technology Sdn. Bhd. (“ARB Agro Tech”) was acquired by ARB AI Agro on June 3, 2021 for 90% of its equity interests. On October 12, 2021, ARB AI Agro acquired the remaining 10% equity interests of ARB Agro Tech. Consequently, ARB Agro Tech became a wholly-owned subsidiary of ARB AI Agro. ARB Agro Tech was incorporated in Malaysia as a private company limited by shares on May 27, 2021, with an issued share capital of RM1,000 comprising of one thousand (1,000) ordinary shares. On December 10, 2024, ARB Agro Tech increased its share capital to RM35,016,000 comprising ten (10) ordinary shares. Following the allotment, ARB AI Agro directly holds 99% of equity interest in ARB Agro Tech. The remaining shareholding is owned by ARB IOT Group Sdn Bhd. As a result, the Company’s effective equity interest in ARB Agro Tech remains at 100%. The principal activities of ARB Agro Tech are providing investment holding and IT services.
ARB Synergy Sdn. Bhd. (“ARB Synergy”) was incorporated in Malaysia as a private company limited by shares on April 2, 2021, with an issued and paid-up capital of RM1 comprising of one (1) ordinary share. On July 15, 2024, ARB Synergy became wholly-owned subsidiary of ARB IOT Group Sdn. Bhd. via a trust deed. The principal activities of ARB Synergy are providing IT services and investment holding.
ARB Databook Pte. Ltd. (“ARB Databook”) was incorporated in Singapore on July 1, 2021, as a wholly-owned subsidiary of ARB Synergy with an issued and paid-up capital of RM3.09 comprising of one (1) ordinary share. On January 11, 2024, ARB Databook increased its share capital to RM348.98 comprising one hundred (100) ordinary shares. The principal activities of ARB Databook are development of software and applications.
During the fiscal year ended June 30, 2025, the Company’s subsidiaries - ARB AI Sdn. Bhd., ARBIOT Sdn. Bhd., ARB Techsymbol Sdn. Bhd., ARB Logistic Technologies Sdn. Bhd., ARB WMS Technologies Sdn. Bhd., ARB Information Sdn. Bhd., ARB AI Technology Sdn. Bhd. ARB 5G Sdn. Bhd. and ARB Big Data Sdn. Bhd. – were subject to a strike-off process and were derecognized from the group. These actions were undertaken to streamline business operation and improve the efficiency of the Company’s corporate structure.
28
4.B. Business Overview
Overview
We are a provider of complete solutions to our clients for the integration of Internet of Things (“IoT”) systems and devices from designing to project deployment. We offer a wide range of IoT systems as well as provide customers a substantial range of services such as system integration and system support service. We deliver holistic solutions with full turnkey deployment from designing, installation, testing and commissioning of various IoT systems and devices as well as integration of automated systems, including installation of wire and wireless and mechatronic works.
Recent new technology trends such as artificial intelligence (AI), cloud computing, 5G, robotic process automation (RPA), IoT and hyper-connectivity continue to transform businesses and drive companies to seek digital changes to meet evolving demands of customers.
We reorganized our operations into two (2) business lines for the fiscal year ended June 30, 2025.
| ● | IoT Smart Building and Engineering. We provide smart building solutions which include design, procurement, installation, testing, commissioning and sale of various IoT systems, solutions and devices as well as integration of automated systems for smart buildings, including installation of wire and wireless and mechatronic works for property developers and contractors. |
We expanded this business line by selling goods and offering engineering solutions to enhance automation, energy efficiency and structural innovation. It encompasses network assessment and design, staged rollouts, and service-level commitments for performance monitoring and optimization, with commercial models for hardware supply, installation, and support.
| ● | IoT Smart Agriculture and System Development. We carry out services of system development, supply, installation, commissioning, testing and sale of smart systems which include IoT concept and functionality to the existing systems across various industries. |
We expanded this business line by selling goods and deploying connected hardware and embedded software to improve productivity, traceability, and automation.
Recent Developments
The Company has recently expanded its AI capabilities and market presence through strategic partnerships, major order acquisition and regional expansion:
| ● | Strategic AI server solutions partnership. In November 2024, the Company signed a Memorandum of Understanding with ASUSTek Computer Inc. and ServerSphere to collaborate on AI server solutions, under which the Company handles assembly, testing, localization, and global sales. |
29
| ● | AI Data Centre Experimental Laboratory. In February 2025, the Company signed a Memorandum of Understanding to establish an AI Data Centre Experimental Lab in collaboration with Institute of Visual Informatics of Universiti Kebangsaan Malaysia and Gajah Kapitalan Sdn Bhd (“GKSB”). The lab, equipped with ARB 222 and ARB 333 AI servers, supports AI research, development, and training, aligning with Malaysia’s AI growth initiatives. |
| ● | AI Data Centre Servers Orders. The Company secured a major AI server supply deal worth approximately $45 million with GKSB. Under the agreement, ARB IOT agreed to supply 500 ARB-222 AI servers to support high-performance computing needs in Malaysia. Subsequently, the Company secured another contract worth approximately $53 million, to supply advanced AI data centre server solutions, involving ARB-222 AI servers, to Whizzl Group. |
| ● | Expansion into East Malaysia. The Company appointed Whizzl Sdn Bhd as its exclusive wholesaler and system integrator for Sabah and Sarawak, Malaysia. This expansion aims to strengthen AI adoption in East Malaysia through the distribution of ARB AI workstations and servers, enhancing cloud and edge computing solutions. |
| ● | Strengthening Presence in Smart Farming. In March 2025, the Company secured an order to deploy its AI smart IoT palm farming system across 3,000 acres of plantations in Sabah, Malaysia, which is expected to generate yearly recurring revenue of approximately $20 million. Subsequently, the Company secured an additional order to deploy its AI smart IoT palm farming system across 2,000 acres of plantations in Sabah, Malaysia, which is expected to generate yearly recurring revenue of approximately $13 million. Through real-time monitoring, data analytics, and automation, the system aims to enhance efficiency, boost yield and support sustainable palm oil production. |
| ● | AI-powered fertilizer system with integrated smart AI robots. In March 2025, the Company unveiled its AI-powered fertilizer system with integrated smart AI robots. Featuring unmanned operations, modular design, all-terrain capabilities, and precise positioning, the robots can autonomously manage tasks like spraying, mowing, fertilizing, and delivering across various crops. This system enables precise fertilizer application, reducing waste and environmental impact, and addresses challenges in Malaysia’s aging oil palm plantations, especially in difficult terrains like Sabah and Sarawak. |
| ● | AI-powered plantation mapping system with integrated smart AI drones. In April 2025, the Company announced the introduction of an AI-powered plantation mapping system with integrated smart AI drones. Utilizing advanced imaging, AI, and real-time data analytics, the system offers precision mapping, crop health monitoring, pest detection, and automated spraying. |
Our Market Opportunity – ASEAN Region
We mainly focus on IoT growth market in ASEAN region, driven by favorable factors such as rapid urbanization, proliferation of technology and mobile devices and shift from traditional agriculture to IoT agriculture in ASEAN countries. We aim to be one of the top IoT players in the ASEAN region, particularly in the agriculture, property development and logistic industries. We anticipate to collaborate with local partners for IoT products and services to penetrate the local markets of ASEAN countries.
According to data from Analysys Mason, a world’s leading management consultancy, total IoT revenue in Singapore is projected to be $714 million in 2025, of which connectivity and services will account for $95 million while applications will account for $349 million. The numbers signal Singapore’s position as the epicenter and hub for IoT Technology in ASEAN as infrastructures have been laid out to support IoT deployments in both the public and private sectors.
We expect to set up a regional center in Singapore to support our IoT business for ASEAN countries. Other than the existing sales offices in Malaysia, we also plan to establish sales representative offices in other major ASEAN cities such as Jakarta, Phnom Penh, Manila, Bangkok, Hanoi and Ho Chi Minh City.
30
Our Services and Solutions
IoT Smart Building and Engineering
We provide smart building solutions which include design, procurement, installation, testing, commissioning and sale of various IoT systems, solutions and devices as well as integration of automated systems for smart buildings, including installation of wire and wireless and mechatronic works for property developers and contractors.
We expanded this business line by selling goods and offering engineering solutions to enhance automation, energy efficiency and structural innovation. It encompasses network assessment and design, staged rollouts, and service-level commitments for performance monitoring and optimization, with commercial models for hardware supply, installation, and support.
IoT Smart Agriculture and System Development
We carry out services of system development, supply, installation, commissioning, testing and sale of smart systems which include IoT concept and functionality to the existing systems across various industries.
We expanded this business line by selling goods and deploying connected hardware and embedded software to improve productivity, traceability, and automation.
Our Customers and Suppliers
IoT Smart Building and Engineering
Our smart building and engineering business has secured contracts to supply IoT solutions for multi-site and single-site smart building programs, typically encompassing network assessment and design, staged rollouts, and service-level commitments for performance monitoring and optimization, with commercial models that include subscription licenses for software and analytics and fixed-fee or time-and-materials arrangements for hardware supply, installation, and support.
Our offerings include AI-driven Wi-Fi optimization software that dynamically manages network configuration, channel selection, and traffic shaping via cloud analytics and IoT hardware and embedded firmware—sensors, gateways, and edge controllers—for telemetry, occupancy, environmental monitoring, and equipment control, supported by site assessment, systems integration, installation, commissioning, and ongoing support.
We source certain hardware and software required for this business line from various suppliers locally. We do not have any long-term supply agreements.
IoT Smart Agriculture and System Development
Our smart agriculture and system development business focuses on deploying connected hardware and embedded software to improve productivity, traceability, and automation across agricultural supply chains and adjacent field operations. We have secured contracts to supply and integrate IoT vending machines for automated dispensing and inventory management of agricultural inputs and consumables, fixed-wing drones equipped for aerial surveying, crop health monitoring, pest detection, automated spraying, and precision mapping, and programmable IoT devices—including sensors, gateways, and controllers—for telemetry, environmental monitoring, and remote actuation.
We source certain hardware and software required for this business line from various suppliers locally. We do not have any long-term supply agreements.
31
Our Research and Development
Our R&D team is responsible for the research, design, architecture, development, testing and quality of our software products as well as continued maintenance and improvement of our existing software and IT related solutions. The R&D team is also involved in developing and expanding our technology capabilities. They are also working closely with the industry for improved products, processes, systems and services that aim to increase our clients’ productivity. They provide advice and feedback on our R&D projects, review project feasibility, and share their experience and expertise to drive innovation.
We invest resources in research and development to enhance our existing IT solutions and develop new IT platform and improve our core technology. We expect to continue to expand the capabilities of our technology in the future and to invest significantly in continued research and development efforts.
Our R&D team is able to provide innovative solutions and user-friendly products. We are a customer-centric aggregator (platform and service enabler) who constantly seek to innovate new solutions and keep abreast with the new industry trends through continuous market research and maintain constant communication with the strategic partners.
We believe that our team is highly skilled and knowledgeable in current technologies and is able to adapt and incorporate new technological developments in the market as they occur, to allow our products to evolve and improve in line with the market’s needs and demands.
We believe continued investment in our technology and bringing new products to market, is important to attaining our strategic objectives.
Intellectual Property
We primarily rely on internal procedures with our employees and confidentiality agreements with customers, partners, and others to protect our intellectual property. As of the date of this Annual Report, we own a domain name (www.arbiotgroup.com) and we do not own any patent or copyright registrations in any jurisdiction.
Competition
We anticipate that the IoT industry will continue to evolve and will see rapid technological changes, evolving industry standards, shifting customer requirements, and frequent innovation. We must continually innovate to remain competitive. Companies in our industry compete on the basis of a number of factors, including technical expertise and industry knowledge, innovation competence, location, price, reputation, scale, financial stability, responsiveness to market demand and effective personnel training and retention.
Our current and potential competitors include traditional software companies that are developing IoT technologies to seize new growth opportunities, existing IoT players in agriculture, property development and logistics industries and consumer electronics brands that are investing in in-house IoT capabilities, and other smaller companies focused on single niche segments.
Although we operate in an attractive market with a large addressable market size and other companies may introduce new business models, innovations, products or services, we believe our strong research and development competencies, extensive distribution network, large-scale execution capability, robust integration ability, experienced management team and visionary business models power and continuously improve client experience and efficiency and will enable us to capture significant market shares.
Regulations
Currently, almost all of our business operations are conducted in Malaysia. This section sets forth a summary of the most significant rules and regulations that affect our business activities in Malaysia and our Cayman Islands holding company’s duties under the Data Protection Act (as revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.
Regulations on Business Licenses
Local Government Act 1976
The Local Government Act 1976 provides a local authority with the power to grant a license or permit for any trade, occupation or premises. Such license may be subject to such conditions and restrictions as the local authority may think fit. This license is generally required if a business occupies an office for business use or erects a signboard.
32
Regulations on Intellectual Property Rights
Trademarks Act 2019
Registration of a trademark under the Trademarks Act 2019 grants the registered proprietor the exclusive right to use the trademark or to authorize other persons to use the trademark. The registered proprietor also has the right to take legal action for infringement against any persons using such registered trademark without its consent. A certificate of registration provides prima facie evidence of ownership of the trademark. A trademark is valid for 10 years from the date of registration and may be renewed for a further period of 10 years.
Copyright Act 1987
The Copyright Act 1987 is the principal legislation that governs the copyright protection in Malaysia. Literary works, musical works, artistic works, films, sound recordings and broadcasts are eligible for copyright protection. Under the Copyright Act 1987, the definition of “literary work” includes computer programs. The copyright in a literary work subsists during the life of the author and shall continue to subsist until the expiry of a period of 50 years after his death. Where a literary work had not been published before the death of the author, copyright shall subsist until 50 years from the beginning of the calendar year next following the year in which the work was first published.
Regulations on Employment
Employees Provident Fund Act 1991
The Employees Provident Fund Act 1991 provides for the law relating to a scheme of savings for employees’ retirement and the management of the savings for the retirement purposes. Under the Employees Provident Fund Act 1991, all employers and employees shall be liable to pay monthly contributions based on the amount of wages received by the employee at the rate set out in the Third Schedule of the Employees Provident Fund Act 1991.
With effect from October 1, 2025, following the Employees Provident Fund (Amendment) Act 2025, the requirement to contribute has been extended to cover non-Malaysian employees (with valid work or employment passes), in addition to domestic workers. Both the employer and the non-Malaysian employee must contribute at the statutory rate of 2% of monthly wages each.
Any person being an employer who fails to pay any contributions which he is liable under the Employees Provident Fund Act 1991 to pay in respect of or on behalf of any employee in respect of any month shall be guilty of an offense and shall, on conviction, be liable to a fine of up to RM10,000 and/or to imprisonment for a term of up to 3 years. Where any contributions remain unpaid by a company, a firm or an association of persons, the directors, the partners or office-bearers of such association of persons (including the directors, the partner or office-bearers of such association of persons during the period in which the contributions were liable to be paid), shall together with the company be jointly and severally liable for payment of the contributions.
Employees’ Social Security Act 1969
The Employees’ Social Security Act 1969, or the SOCSO Act, deals with the provision of social security in certain contingencies. The Social Security Organization, or the SOCSO, was established under the SOCSO Act to administer the SOCSO Act. The SOCSO Act applies to the industry of any business, trade, undertaking, manufacture or calling of employers, and includes any calling, service, employment, handicraft or industrial occupation or avocation of employees.
All employees, including the registered foreign employees, in industries to which the SOCSO Act applies are required to be insured. It is the obligation of the principal employer to pay the contribution (both the employer’s contribution and the employee’s contribution) to SOCSO at the rates according to the Third Schedule of the SOCSO Act. In the event of invalidity, disablement or employment injury, the insured person and their dependents are entitled to benefits stipulated under the SOCSO Act.
Any person being an employer who fails to pay any contributions which he is liable under the SOCSO Act to pay in respect of or on behalf of any employee shall be punishable with a fine of up to RM10,000 and/or to imprisonment for a term of up to 2 years.
33
Employment Insurance System Act 2017
The Employment Insurance System Act 2017, or the Employment Insurance System Act provides for the establishment of an employment insurance system administered by SOCSO to provide certain benefits and a re-employment placement program for insured persons in the event of loss of employment which will promote active labour market policies.
All employees in the industries to which the Employment Insurance System Act applies shall be registered and insured by the employers according to Section 16 and Section 17 of the Employment Insurance System Act which shall then deemed to be an insured person. Under the Employment Insurance System Act, both employers and employees (age between 18 to 60) are required to contribute to the employment insurance system with the rates, subject to the revision by the Minister, as specified in the Second Schedule based on the amount of the monthly wages of the employee insured under Employment Insurance System Act. An insured person who considers that he has lost his employment shall submit an application to claim for benefits up to 6 months to SOCSO within 60 days from the date he considers that he has lost his employment. After considering if the contributions qualifying conditions are fulfilled (the fulfillment of which depends on the number of past claims and contributions made preceding to the loss of employment) in respect of a claim for benefits by an insured person, SOCSO may approve or reject the claim for benefits.
Income Tax (Deduction From Remuneration) Rules 1994
The Income Tax (Deduction From Remuneration) Rules 1994, or the Income Tax Rules provides that every employer shall deduct in each month or the relevant month the monthly deduction in accordance with the schedule of the Income Tax Rules in respect of income on account of tax from the remuneration of each of his employees. Every employer shall pay to the Director General of Inland Revenue Malaysia, not later than the 15th day of every calendar month, the total amount of tax deducted or that should have been deducted by him from the remuneration of employees during the preceding calendar month, and shall render to the Director General of Inland Revenue Malaysia a return setting out the details of those employees from whose remuneration he has or should have made deductions. Any person, who without reasonable excuse, fails to comply such rules shall be guilty of an offence and shall on conviction, be liable to a fine not less than RM200 and not more than RM20,000 or to imprisonment for a term not exceeding six months or to both.
Minimum Wages Order 2024
Pursuant to the Minimum Wages Order 2024, commencing from February 1, 2025, the minimum wage for employees employed by an employer who employs five or more employees or employed by an employer who carries out such prescribed professional activity (regardless of the number of employees employed), shall be RM1,700 a month. The RM1,700 minimum wage will be fully implemented from August 1, 2025 for employers who employ less than five employees other than an employer who carries out a professional activity classified under the Malaysian Standard Classification of Occupations (MASCO) as published by the Ministry of Human Resources. For an employee who is not paid basic wage but is paid wages based only on piece rate, tonnage, task, trip or commission, the rate of monthly wages payable to that employee with effect from August 1, 2025 shall not be less than RM1,700.
Failure to comply with the Minimum Wage Order constitutes an offence under the National Wages Consultative Council Act 2011. For first-time offences, employers can be fined up to RM10,000 per affected employee. If the offence continues after conviction, an additional fine of up to RM1,000 can be imposed for each day the violation continues. Repeat offenders may face a higher fine of up to RM20,000 or imprisonment for up to five years.
Industrial Relations Act 1967
Industrial Relations Act 1967 seeks to promote and maintain industrial harmony and provides for the regulation of the relations between employers and workmen and their trade unions and the prevention and settlement of any differences or disputes arising from their relationship and generally to deal with trade disputes. Matters relating to trade disputes, including constructive dismissal and retrenchment may be referred by the Minister of Human Resources to the Industrial Court. Under the Industrial Relations Act 1967, an employer may not terminate the employment of an employee without just cause and excuse, regardless of the express provisions in the terms of employment. In the event that the that where a workman considers that he has been dismissed without just cause or excuse by his employer with notice, the workmen may file a representation at any time during the period of such notice but not later than sixty days from the expiry thereof.
34
Regulations on Personal Data Protection
Personal Data Protection Act 2010 and Personal Data Protection Regulations 2013
Personal Data Protection Act 2010, or the PDPA deals with the laws and regulations regarding data privacy and the protection of data. The PDPA requires generally that an individual must consent to the processing and disclosure of his/her personal data unless otherwise stated in the provisions of the PDPA. The term “processing” is widely defined to include collecting, recording, holding, or storing personal data or carrying out any operation or set of operations on personal data, including:
| (a) | the organization, adaptation or alteration of personal data; | |
| (b) | the retrieval, consultation or utilization of personal data; | |
| (c) | the disclosure of personal data by transmission, transfer, dissemination or otherwise making available; or | |
| (d) | the alignment, combination, correction, erasure, or destruction of personal data. |
The Personal Data Protection Regulations of 2013 provide that consent shall be obtained in relation to the processing of personal data in any form that can be recorded and maintained properly by the data user.
Data users are required to provide written notice of the personal data being processed, and such notice shall include, among others, a description of the personal data being processed, the purpose for which the personal data is being processed, the source of the personal data, the class of persons to whom the personal data will be disclosed to, whether it is obligatory or voluntary for the individual to supply the personal data, the individual’s rights to request access and correct the personal data and choices and means available to the individual to limit the processing of the personal data. The notice must be provided in both English and the national language of Bahasa Malaysia.
Regulations on Dividends
Companies Act 2016
The principal legislation governing the distribution of dividends of a Malaysian company is the Companies Act 2016, or the CA. Under the CA, a Malaysian company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. The company, every officer and any other person or individual who contravene this provision commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding RM3,000,000 or to both.
35
Foreign Exchange Notice by Central Bank of Malaysia
According to Notice 4 of the Foreign Exchange Notice issued by Central Bank of Malaysia, a non-resident is allowed to repatriate from Malaysia, funds including any income earned or proceeds from divestment of RM asset, provided that the repatriation is made in foreign currency. Any person who fails to comply with any direction of the Central Bank of Malaysia commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding ten years or to a fine not exceeding RM50,000,000 or to both.
Regulations on Drone Services
Civil Aviation Regulation 2016
All Unmanned Aircraft System (UAS) or more familiarly known as Drone flight activities are currently bound to regulations 140 -144 of the Civil Aviation Regulation 2016, or the CAR whereby an authorization from the Director General is required for circumstances specified in the CAR.
Regulations on IoT Gadget Distribution
Guidelines on Foreign Participation in Distribution Trade Services in Malaysia by Ministry of Domestic Trade and Consumer Affairs of Malaysia, or the MDTCA
Any foreign involvement in various other distribution formats are required to be in compliance with the following conditions:
| (a) | must be incorporated locally under the Companies Act 2016. This condition applies also to existing businesses operating under foreign branches. |
| (b) | The minimum capital investment in terms of a company’s shareholders funds, which include paid-up capital is RM1 million. |
| (c) | An application for additional branches is subject to approval by the Distributive Trade Committee of MDTCA. |
Failure to comply with any provisions under these Guidelines by the business operators and for the purpose of national security, the Distributive Trade Committee of MDTCA has the right to reject the application to open a new business branch and to revoke any previous approval given by the Distributive Trade Committee of MDTCA
Regulations on Cybersecurity
Cyber Security Act 2024
The Cyber Security Act 2024 (the “CSA 2024”) came into force on August 26, 2024 to strengthen Malaysia’s legal framework by focusing on the designation of the National Critical Information Infrastructure (“NCII”) sectors, regulating cybersecurity service providers, and establishing comprehensive procedures for managing cybersecurity incidents. The CSA 2024 emphasizes proactive measures to safeguard critical sectors against cyber threats and mandates compliance from organizations to prevent malicious activities, report cybersecurity incidents, and engage only licensed cybersecurity service providers. The CSA 2024 introduces the concept of NCII, defined as “a computer or computer system which, if disrupted or destroyed, would have a detrimental impact on the delivery of any service essential to the security, defense, foreign relations, economy, public health, public safety, or public order of Malaysia, or on the ability of the Federal Government or any of the State Governments to carry out their functions effectively.” The NCII sectors are as follows: (a) the government: (b) banking and finance; (c) transportation, defense, and national security; (d) information, communication, and digital; (e) healthcare services; (f) water, sewerage, and waste management; (g) energy; (h) agriculture and plantation; (i) trade, industry, and economy; and (j) science, technology, and innovation (collectively, the “NCII Sectors”).
Under the CSA 2024, the NCII Entities are required to conduct regular risk assessments, audits, report any cybersecurity incidents, and adhere to the code of practice established by the relevant NCII sector leads. NCII Entities that fail to comply with relevant regulatory requirements and security measures will face penalties, which can include fines ranging from MYR100,000 to MYR500,000 and/or imprisonment for two to 10 years, depending on the nature and severity of the offence. The CSA 2024 also mandates licensing requirements for cybersecurity providers. These providers, regulated under the CSA 2024, offer the necessary services to help businesses manage their cybersecurity risks and fulfill their obligations under the law.
Communications and Multimedia Act 1998
The Communications and Multimedia Act 1998, or the CMA, is the principal legislation in Malaysia which regulates the converging communications and multimedia industries and for incidental matters related thereto. The CMA generally prohibits the use of network facilities or network services for the commission of any offense under Malaysian laws, prohibits fraudulent or improper use of network facilities or network services, prohibits the use and possession of counterfeit access devices, prohibits use of equipment or devices in order to obtain unauthorized access to any network services, applications services or content applications service and prohibits interception of any communications unless with lawful authority.
Breach of any of the provisions in the CMA may render a person liable, upon conviction, to a fine ranging between RM10,000 to RM500,000 or imprisonment term of 3 months to 5 years, or both.
36
The CMA is under the regulatory purview of the Malaysian Communications and Multimedia Commission, or the MCMC.
MCMC Technical Code on Internet of Things – Security Management and High-Level Functional Architecture
Pursuant to section 95 of the CMA, the MCMC registered and issued the Technical Code on Internet of Things, or the Technical Code, which is the voluntary industry code sets out the requirements and best practices to ensure network facilities, services and equipment are interoperable and safe.
Compliance with the registered voluntary Technical Code shall not be mandatory, unless specifically directed by the MCMC according to section 98 and section 99 of the CMA. Compliance with the Technical Code also acts as a legal defense against any prosecution, action or proceeding of any nature, whether in a court or otherwise, taken against a person (who is subject to the Technical Code) regarding a matter dealt with in that code pursuant to section 98(2) of the CMA. A person who fails to comply with a direction of the MCMC to comply with the Technical Code shall be liable, upon conviction, to a fine not exceeding RM200,000.
Computer Crimes Act 1997
The Computer Crimes Act 1997, or the CCA provides for offenses relating to the misuse of computers. Amongst others, it deals with gaining unauthorized access to computer material, unauthorized access with intent to commit other offences, unauthorized modification of any program or data on a computer and wrongful communication of any means of access to a computer to an unauthorized person.
“Computer” in CCA is widely interpreted to include an electronic, magnetic, optical, electrochemical, or other data processing device, or a group of such interconnected or related devices, performing logical, arithmetic, storage and display functions, and includes any data storage facility or communications facility directly related to or operating in conjunction with such device or group of such interconnected or related devices, but does not include an automated typewriter or typesetter, or a portable hand held calculator or other similar device which is non-programmable or which does not contain any data storage facility.
Depending on the type of offense committed, the fine for a convicted offense ranges from RM25,000 to RM150,000 or imprisonment term of 3 to 10 years, or both.
Penal Code
In cases where computer-related crime activities are involved, but do not specifically fall within the ambit of any of the previous mentioned statutes (for example, online fraud, cheating, theft, criminal defamation, intimidation, gambling, and pornography etc.) such offenses may be charged under the Penal Code, which is the primary legislation dealing with criminal offenses in Malaysia.
Cayman Islands Data Protection Act
We have certain duties under the Data Protection Act (as revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.
Privacy Notice
This privacy notice puts our shareholders on notice that through your investment into us you will provide us with certain personal information which constitutes personal data within the meaning of the DPA, or personal data.
37
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment in us, this will be relevant for those individuals and you should transit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How We May Use a Shareholder’s Personal Data
We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
38
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
4.C. Organizational Structure
See “4A. History and Development of the Company—Our Corporate Structure” above for details of our organizational structure as of June 30, 2025.
4.D. Plants, Property and Equipment
Our principal executive offices are located at Level 39, Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, 018983 Singapore.
Our subsidiary, ARB Innovation Sdn. Bhd., entered into that certain SQV Co-Working Space Membership Agreement to lease the space at 2F-09, Pusat Perdagangan IOI, No. 1 Persiaran Puchong Jaya Selatan, Bandar Puchong Jaya, 47100 Puchong, Selangor, Malaysia, which has a floor area of 1,518 square feet. The term of the membership is from September 1, 2023 to August 31, 2024, and the monthly membership fee is RM3,825 (approximately $819). Subsequently, the membership was terminated on June 30, 2024.
In addition, we have leased office premises at No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia. The initial term began on August 1, 2021 and expired on April 30, 2023, with an option to renew for an additional two years. On August 1, 2023, we renewed the lease which was to expire on July 31, 2025 and maintained an option to renew for an additional two years. We have further renewed the lease which will expire on July 31, 2027. The monthly rental fee is RM11,000 (approximately $2,610).
Also, we have rented a virtual office located at Level 39, Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, 018983 Singapore. The monthly rental fee was SGD150 with a 20% discount. The initial term was from June 9, 2023 to June 8, 2024 and will automatically renew unless a termination notice is provided one month in advance. The monthly rental rate has increased to SGD165.
We believe the above facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate any such expansion of our operations.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
39
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under Item 3 “Key Information—3.D. Risk Factors” or in other parts of this Annual Report. See also “Introductory Notes—Forward-Looking Information.”
5.A. Operating Results
Overview
We are a provider of complete solutions to our clients for offering of IoT systems and devices from designing to project deployment and our mission is to become a leading player in the IoT landscape in the ASEAN region. We offer a wide range of IoT systems as well as provide customers a substantial range of services such as system integration and system support service. We deliver holistic solutions with full turnkey deployment from designing, installation, testing, and commissioning of various IoT systems and devices as well as integration of automated systems, including installation of wire and wireless and mechatronic works.
Recent new technology trends such as artificial intelligence, cloud computing, 5G, robotic process automation, IoT and hyper-connectivity continue to transform businesses and drive companies to seek digital changes to meet evolving demands of customers.
We reorganized our operations into two (2) business lines for the year ended June 30, 2025.
| ● |
IoT Smart Building and Engineering. We provide smart building solutions which include design, procurement, installation, testing, commissioning and sale of various IoT systems, solutions and devices as well as integration of automated systems for smart buildings, including installation of wire and wireless and mechatronic works for property developers and contractors.
We expanded this business line by selling goods and offering engineering solutions to enhance automation, energy efficiency and structural innovation. It encompasses network assessment and design, staged rollouts, and service-level commitments for performance monitoring and optimization, with commercial models for hardware supply, installation, and support. |
| ● |
IoT Smart Agriculture and System Development. We carry out services of system development, supply, installation, commissioning, testing and sale of smart systems which include IoT concept and functionality to the existing systems across various industries.
We expanded this business line by selling goods and deploying connected hardware and embedded software to improve productivity, traceability, and automation. |
40
Principal Factors Affecting Our Financial Performance
Our business, results of operations and financial condition are affected by general factors driving Malaysia’s economy, the IoT industry, and the markets where our customers operate such as property development, agriculture and logistics sectors. These factors include urbanization rate, levels of per capita disposable income, levels of consumer spending, rate of internet and mobile penetration, development of technologies such as 5G and cloud computing, domestic and international supply chain stability, overall enterprise spending, and other general economic conditions in Malaysia that affect consumption and business activities in general.
Our business results are more directly affected by the following factors:
Our ability to secure IoT projects. The operations of our IoT Smart Building and Engineering, and IoT Smart Agriculture and System Development business lines are on a project-by-project basis. We engage in providing system development, supply, installation, commissioning, testing and sale of smart systems that include IoT concept and functionality onto existing systems across various industries. We believe there are significant untapped opportunities to win new large enterprises across different industries in Malaysia and the ASEAN region. In addition to large enterprises, we also seek to work with smaller, fast-growing companies that require a different set of services that allow us to test new offerings and develop new capabilities.
Our customers’ financial condition and ability to make payments. Our customers generally purchase our products on credit, and as a result, our results of operations and financial condition may be adversely affected if our customers experience financial difficulties. We provide a long credit period of approximately 210 days to some large customers to secure contracts from them. Although we had significant amounts of accounts receivable as of the end of fiscal 2025, we were able to collect all of such accounts receivable subsequently. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.
Our ability to complete IoT projects on schedule. All of our projects have agreed milestones and specific completion dates. Our ability to meet agreed milestones depends on our ability to manage overall projects as well as product sourcing and supply chain. We source hardware and software products for our IoT projects from Malaysian suppliers. Proximity to origin enables us to develop stronger relationships with local suppliers and contractors, which gives us access to a stable supply of products and services. In addition, we lay out specific and measurable metrics in advance and remain focused and disciplined through the life of the projects which enable us to promptly identify any underlying issues and resolve them proactively. We believe that our strong project management ability and procedures are key to ensuring a high level of completion rate.
In addition, other significant factors affecting our performance and results of our operations include:
| ● | The global macroeconomy; |
| ● | Wage rates and operating costs in Malaysia; |
| ● | Changes in foreign exchange rates, particularly fluctuations in exchange rate between the U.S. dollar and the Ringgit Malaysia; |
| ● | Our ability to retain existing clients, as well as to increase our revenue from existing clients by expanding services provided to them; |
| ● | Our ability to provide favorable pricing; |
| ● | Our ability to expand and deepen the quality, range and diversity of our portfolio of service offerings while maintaining high quality standards; |
41
| ● | Our ability to maintain and strengthen a strong brand and corporate reputation; |
| ● | Our ability to continuously innovate, and continuously remain at the forefront of emerging technologies and related market trends; and |
| ● | Our ability to identify, integrate and effectively manage future acquisitions. |
Our Reportable Segment
An operating segment is defined as a component of an entity for which discrete financial information is available and whose operating results are regularly reviewed by our Chief Executive Officer. We report our results of operations in two reportable segments dedicated to (i) the provision of hardware and software of IoT solutions and (ii) investment holding and others. The Chief Executive Officer makes decisions about allocating resources and assessing performance based on the Company as a whole. We provide breakdowns by business lines for certain components of our operating results as appropriate.
Key Components of Results of Operations
Revenue
Our revenue mainly consists of sales of (i) IoT systems, devices and engineering solutions and (ii) system development solutions from IoT Smart Building & Engineering and IoT Smart Agriculture & System Development for the fiscal year ended June 30, 2025. Revenue from sale of goods is recognized at a point in time when the Group satisfies a performance obligation by transferring a promised good (i.e. an asset) to a customer. An asset is transferred as and when a customer obtains control of that asset which coincides with the delivery of goods and acceptance by the customer. There is no material right of return and warranty provided to the customers on the sale of goods and there is no significant financing component in the revenue arising from sale of goods as the sales are made on the normal credit terms.
We carry out services of system development, supply, installation, commissioning, testing and sale of smart systems which include IoT concept and functionality to the existing systems across various industries. The majority of the sale of goods contracts relate to the sale of IoT network hardware and IoT vending machines.
Cost of Revenue
Cost of Sales of Goods
Cost of sales of goods mainly consists of cost of products purchased from third party suppliers.
Total Expenses
Total expenses consist of depreciation expenses, personnel expenses, general administrative expenses, other operating expenses and interest expense of lease liabilities.
42
Other Income
Other Income consists of bank interest income.
Tax Expenses
Malaysian income tax is calculated at the statutory tax rate of 24% regarding the estimated taxable profit for the fiscal years.
Results of Operations
Year Ended June 30, 2025 Compared to Year Ended June 30, 2024
| For the years ended June 30, | Change | |||||||||||||||||||||||||||
| 2024 (in thousands) |
2025 (in thousands) |
Amount (in thousands) |
Amount (in thousands) |
% | ||||||||||||||||||||||||
| RM | USD | RM | USD | RM | USD | |||||||||||||||||||||||
| Revenue | 58,187 | $ | 12,323 | 197,320 | $ | 46,814 | 139,133 | $ | 34,491 | 239 | ||||||||||||||||||
| Cost of sales | (78,522 | ) | (16,629 | ) | (205,466 | ) | (48,746 | ) | (126,944 | ) | (32,117 | ) | 162 | |||||||||||||||
| Gross (loss)/profit | (20,335 | ) | (4,306 | ) | (8,146 | ) | (1,932 | ) | 12,189 | 2,374 | (60 | ) | ||||||||||||||||
| Total expenses | (46,782 | ) | (9,907 | ) | (65,063 | ) | (15,436 | ) | (18,281 | ) | (5,529 | ) | 39 | |||||||||||||||
| Other income | 1,608 | 341 | 1,105 | 262 | (503 | ) | (79 | ) | (31 | ) | ||||||||||||||||||
| Loss before tax | (65,509 | ) | (13,872 | ) | (72,104 | ) | (17,106 | ) | 6,595 | (3,234 | ) | 10 | ||||||||||||||||
| Tax expenses | 10,821 | 2,292 | 735 | 174 | (10,086 | ) | (2,118 | ) | (93 | ) | ||||||||||||||||||
| Loss for the financial year, representing total comprehensive loss for the year | (54,688 | ) | (11,580 | ) | (71,369 | ) | (16,932 | ) | (16,681 | ) | (5,352 | ) | 30 | |||||||||||||||
| Item that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||
| Exchange differences arising on translation of foreign operation | 278 | 59 | (2,441 | ) | (579 | ) | (2,719 | ) | (638 | ) | (978 | ) | ||||||||||||||||
| Total comprehensive loss for the year | (54,410 | ) | $ | (11,521 | ) | (73,810 | ) | $ | (17,511 | ) | (19,400 | ) | $ | (5,990 | ) | 36 | ||||||||||||
Revenue. For the year ended June 30, 2025, the revenue increased by RM139.1 million ($34.5 million) or 239% to RM197.3 million ($46.8 million), when compared with RM58.2 million ($12.3 million) for the year ended June 30, 2024, primarily due to the sales of IoT vending machine and IoT network hardware.
43
The following table sets forth the breakdown of our revenue by business lines.
| For the years ended June 30, | ||||||||||||||||
| 2024 (in thousands) |
2025 (in thousands) |
|||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| IoT Smart Building and Engineering | 470 | $ | 100 | 96,350 | $ | 22,859 | ||||||||||
| IoT Gadget Distribution | 5,717 | 1,211 | - | - | ||||||||||||
| IoT Smart Agriculture and System Development | 52,000 | 11,012 | 100,970 | 23,955 | ||||||||||||
| Total | 58,187 | $ | 12,323 | 197,320 | $ | 46,814 | ||||||||||
Revenue from IoT Smart Building and Engineering was RM96.4 million ($22.9 million) for the year ended June 30, 2025 compared to RM0.5 million ($0.1 million) for the year ended June 30, 2024, an increase of RM95.9 million ($22.8 million). The increase was primarily attributed to additional sales from AI Wi-Fi Optimisation.
Revenue from IoT Smart Agriculture and System Development was RM101.0 million ($24.0 million) for the year ended June 30, 2025 compared to RM52.0 million ($11.0 million) for the year ended June 30, 2024, an increase of RM49.0 million ($12.9 million) or 94.2%. The increase was primarily due to the increase in sales from IoT vending machine and IoT network hardware.
The business line of IoT Gadget Distribution was disposed of on October 6, 2023 due to its insignificant profit generation.
Cost of revenue. For the year ended June 30, 2025, the cost of revenue increased by RM126.9 million ($32.1 million) or 161.7% to RM205.5 million ($48.7 million), when compared with RM78.5 million ($16.6 million) for the year ended June 30, 2024 which was in line with the increase in revenue.
| For the years ended June 30, | ||||||||||||||||
2024 (in thousands) | 2025 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| IoT Smart Building and Engineering | 300 | $ | 64 | 91,700 | $ | 21,755 | ||||||||||
| IoT Gadget Distribution | 4,532 | 960 | - | - | ||||||||||||
| IoT Smart Agriculture and System Development | 73,690 | 15,605 | 113,766 | 26,991 | ||||||||||||
| Total | 78,522 | $ | 16,629 | 205,466 | $ | 48,746 | ||||||||||
44
Other income. For the year ended June 30, 2025, the other income decreased by RM0.5 million ($0.08 million) or 31.3% to RM1.1 million ($0.3 million), when compared with RM1.6 million ($0.3 million) for the year ended June 30, 2024, mainly due to the decrease of interest income received during the financial year.
| For the years ended June 30, | ||||||||||||||||
2024 (in thousands) | 2025 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| Interest | 1,608 | $ | 341 | 957 | $ | 227 | ||||||||||
| Others | - | - | 148 | 35 | ||||||||||||
| Total | 1,608 | $ | 341 | 1,105 | $ | 262 | ||||||||||
Total expenses. For the year ended June 30, 2025, the total expenses increased to RM65.1 million ($15.4 million) from RM46.8 million ($9.9 million) for the year ended June 30, 2024, an increase of RM18.3 million ($5.5 million) or 39.1%. It was mainly due to the increase in depreciation of plant and equipment and amortization during the year.
| For the years ended June 30, | ||||||||||||||||
2024 (in thousands) | 2025 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| Depreciation | 28,435 | $ | 6,022 | 28,433 | $ | 6,746 | ||||||||||
| Amortization | 3,186 | 675 | 3,186 | 756 | ||||||||||||
| Personnel | 4,781 | 1,012 | 3,211 | 761 | ||||||||||||
| General administrative | 10,019 | 2,122 | 3,187 | 756 | ||||||||||||
| Other operating expenses | 351 | 74 | 301 | 71 | ||||||||||||
| Impairment losses | - | - | 26,741 | 6,344 | ||||||||||||
| Finance cost | 10 | 2 | 4 | 1 | ||||||||||||
| Total | 46,782 | $ | 9,907 | 65,063 | $ | 15,435 | ||||||||||
Tax expenses. For the year ended June 30, 2025, there was income tax recovery of RM0.7 million ($0.2 million) as compared to income tax recovery of RM10.8 million ($2.3 million) for the year ended June 30, 2024. The decrease in tax recovery was mainly due to under-provision of deferred tax expenses in the prior year, as well as the utilization of capital allowance and unabsorbed business losses carried forward from prior years.
Loss for the year. For the year ended June 30, 2025, the loss is RM71.4 million ($16.9 million) compared with the loss of RM54.7 million ($11.6 million) for the year ended June 30, 2024. The loss for the year ended June 30, 2025 was due to a significant increase in the operating expenses during the financial year.
45
Year Ended June 30, 2024 Compared to Year Ended June 30, 2023
| For the years ended June 30, | Change | |||||||||||||||||||||||||||
| 2023 (in thousands) |
2024 (in thousands) |
Amount (in thousands) |
Amount (in thousands) |
% | ||||||||||||||||||||||||
| RM | USD | RM | USD | RM | USD | |||||||||||||||||||||||
| Revenue | 242,132 | $ | 51,860 | 58,187 | $ | 12,323 | (183,945 | ) | $ | (39,537 | ) | (76.0 | ) | |||||||||||||||
| Cost of sales | (192,212 | ) | (41,168 | ) | (78,522 | ) | (16,629 | ) | 113,690 | 24,539 | (59.1 | ) | ||||||||||||||||
| Gross profit/(loss) | 49,920 | 10,692 | (20,335 | ) | (4,306 | ) | (70,255 | ) | (14,998 | ) | (140.7 | ) | ||||||||||||||||
| Total expenses | (28,814 | ) | (6,172 | ) | (46,782 | ) | (9,907 | ) | (17,968 | ) | (3,735 | ) | 62.4 | |||||||||||||||
| Other income | 787 | 169 | 1,608 | 341 | 821 | 172 | 104.3 | |||||||||||||||||||||
| Profit/(loss) before tax | 21,893 | 4,689 | (65,509 | ) | (13,872 | ) | (87,402 | ) | (18,561 | ) | (399.2 | ) | ||||||||||||||||
| Tax expenses | 5,644 | 1,209 | 10,821 | 2,292 | 5,177 | 1,083 | 91.7 | |||||||||||||||||||||
| Profit/(loss) for the financial year, representing total comprehensive income/(loss) for the year | 27,537 | 5,898 | (54,688 | ) | (11,580 | ) | (82,225 | ) | (17,478 | ) | (298.6 | ) | ||||||||||||||||
| Item that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||
| Exchange differences arising on translation of foreign operation | 1,100 | 236 | 278 | 59 | (822 | ) | (177 | ) | (75 | ) | ||||||||||||||||||
| Total comprehensive income/(loss) for the year | 28,637 | $ | 6,134 | (54,410 | ) | $ | (11,521 | ) | (83,047 | ) | $ | (17,655 | ) | (291.4 | ) | |||||||||||||
Revenue. For the year ended June 30, 2024, the revenue decreased by RM183.9 million ($39.5 million) or 76.0% to RM58.2 million ($12.3 million), when compared with RM242.1 million ($51.9 million) for the year ended June 30, 2023, primarily due to completion of construction and deployment of a newly developed IoT smart farming system in Terengganu in previous financial year. Additionally, the decrease was due to the shift in the IoT Smart Agriculture’s revenue model from one-off sales to recurring income in 2023. We now generate income from the IoT Smart Agriculture by offering our systems to customers on a profit-sharing basis, in contrast with the previous model of one-off sales. Although this has led to a revenue decrease in the short term, the new model allows us to price our systems more competitively and we believe will provide more consistent and staggered revenue.
The following table sets forth the breakdown of our revenue by business lines.
| For the years ended June 30, | ||||||||||||||||
2023 (in thousands) | 2024 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| IoT Smart Home and Building | 2,500 | $ | 535 | 470 | $ | 100 | ||||||||||
| IoT Gadget Distribution | 20,143 | 4,314 | 5,717 | 1,211 | ||||||||||||
| IoT Smart Agriculture & System Development | 219,489 | 47,011 | 52,000 | 11,012 | ||||||||||||
| Total | 242,132 | $ | 51,860 | 58,187 | $ | 12,323 | ||||||||||
46
Revenue from IoT Smart Home and Building was RM0.5 million ($0.1 million) for the year ended June 30, 2024, as compared to RM2.5 million ($0.5 million) for the year ended June 30, 2023, a decrease of RM2.0 million ($0.4 million) or 81.2%. The decrease was primarily attributed to diminished sales performance for the year ended June 30, 2024.
Revenue from IoT Gadget Distribution amounted to RM5.7 million ($1.2 million) for the year ended June 30, 2024, from RM20.1 million ($4.3 million) for the year ended June 30, 2023, a decrease of RM14.4 million ($3.1 million) or 71.6%. This business line was disposed of since October 2023 with the sale of our former subsidiaries, ARB Midware Sdn. Bhd. and ARB Distribution Sdn. Bhd. on October 6, 2023. We disposed of this business line because of its insignificant profit generation. The decrease in revenue was primarily due to the IoT Gadget Distribution business line generating revenue for only three months before its disposition, as compared to the previous period where revenue was generated for the full year ended June 30, 2023.
Revenue from IoT Smart Agriculture and System Development recorded RM52.0 million ($11.0 million) for the year ended June 30, 2024, as compared to RM 219.5 million ($47.0 million) for the year ended June 30, 2023. The decrease of RM167.5 million ($36.0 million) or 76.3% was due to the shift in the IoT Smart Agriculture’s business model from one-off sales to recurring income in 2023. Although this has led to a decrease in revenue, the new model allows us to price our systems more competitively and will provide more consistent and staggered revenue.
Cost of revenue. For the year ended June 30, 2024, the cost of revenue decreased by RM113.7 million ($24.5 million) or 59.1% to RM78.5 million ($16.6 million), when compared with RM192.2 million ($41.2 million) for the year ended June 30, 2023, which was in line with the decrease in revenue. The cost of revenue included amortization of intangible assets of approximately RM24.7 million ($5.2 million) and RM19.2 million ($4.1 million) for the years ended June 30, 2024 and 2023, respectively.
| For the years ended June 30, | ||||||||||||||||
2023 (in thousands) | 2024 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| IoT Smart Home and Building | 2,000 | $ | 428 | 300 | $ | 64 | ||||||||||
| IoT Gadget Distribution | 18,557 | 3,975 | 4,532 | 960 | ||||||||||||
| IoT Smart Agriculture & System Development | 171,655 | 36,765 | 73,690 | 15,605 | ||||||||||||
| Total | 192,212 | $ | 41,168 | 78,522 | $ | 16,629 | ||||||||||
47
Other income. For the year ended June 30, 2024, the other income increased by RM0.8 million ($0.1 million) or 104.3% to RM1.6 million ($0.3 million), when compared with RM0.8 million ($0.2 million) for the year ended June 30, 2023, mainly due to the increase of interest income received during the year ended June 30, 2024.
| For the years ended June 30, | ||||||||||||||||
2023 (in thousands) | 2024 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| Interest | 777 | $ | 166 | 1,608 | $ | 341 | ||||||||||
| Others | 10 | 3 | - | - | ||||||||||||
| Total | 787 | $ | 169 | 1,608 | $ | 341 | ||||||||||
Total expenses. For the year ended June 30, 2024, the total expenses increased to RM46.8 million ($9.9 million) from RM28.8 million ($6.2 million) for the year ended June 30, 2023, an increase of RM18.0 million ($3.7 million), or 62.4%. It was mainly due to the increase in depreciation of plant and equipment during the year ended June 30, 2024.
| For the years ended June 30, | ||||||||||||||||
2023 (in thousands) | 2024 (in thousands) | |||||||||||||||
| RM | USD | RM | USD | |||||||||||||
| Depreciation | 15,860 | $ | 3,397 | 28,435 | $ | 6,022 | ||||||||||
| Amortization | 3,313 | 710 | 3,186 | 675 | ||||||||||||
| Personnel | 4,251 | 911 | 4,781 | 1,012 | ||||||||||||
| General administrative | 5,390 | 1,154 | 10,019 | 2,122 | ||||||||||||
| Other operating expenses | - | - | 351 | 74 | ||||||||||||
| Finance cost | - | - | 10 | 2 | ||||||||||||
| Total | 28,814 | $ | 6,172 | 46,782 | $ | 9,907 | ||||||||||
Tax expenses. For the year ended June 30, 2024, there was income tax recovery of RM10.8 million ($2.3 million) as compared to income tax recovery of RM5.6 million ($1.2 million) for the years ended June 30, 2023. The increase of the income tax recovery was mainly due to over-provision of deferred tax expense in the prior year, as well as the utilization of capital allowance and unabsorbed business losses carried forward from prior years.
(Loss)/profit for the year. For the year ended June 30, 2024, the profit decreased by RM82.2 million ($17.5 million) or 298.6% to a loss of RM54.7 million ($11.6 million) when compared with a profit of RM27.5 million ($5.9 million) for the year ended June 30, 2023. The decrease was in line with the decrease in revenue as well as significant increase in depreciation expenses of plant and equipment and amortization expenses for intangible assets.
48
5.B. Liquidity and Capital Resources
As of June 30, 2025, we had cash and bank balances of RM32.6 million ($7.7 million). To date, we have financed our operations primarily through net cash flow from operations, loans and shares issued for cash.
The following table sets forth a summary of our cash flows for the years ended:
| Years Ended June 30, | ||||||||||||||||||||||||
| 2023 (Restated) (in thousands) | 2024 (Restated) (in thousands) | 2025 (in thousands) | ||||||||||||||||||||||
| RM | USD | RM | USD | RM | USD | |||||||||||||||||||
| Net cash provided by operating activities | 53,649 | $ | 11,491 | 55,087 | $ | 11,666 | 785 | $ | 186 | |||||||||||||||
| Net cash (used in)/provided by investing activities | (71,609 | ) | (15,337 | ) | (28,655 | ) | (6,068 | ) | 1,063 | 252 | ||||||||||||||
| Net cash provided/(used in) by financing activities | 44,873 | 9,611 | (49,533 | ) | (10,490 | ) | (132 | ) | (31 | ) | ||||||||||||||
| Effect of currency translation | 1,099 | 235 | 278 | 59 | (2,441 | ) | (579 | ) | ||||||||||||||||
| Net increase/(decrease) in cash and cash equivalent | 26,913 | $ | 5,764 | (23,101 | ) | $ | (4,892 | ) | 1,716 | $ | 407 | |||||||||||||
Operating Activities
Operating activities provided RM0.8 million ($0.2 million) in cash for the year ended June 30, 2025, compared to RM55.1 million ($11.7 million) in cash for the year ended June 30, 2024. The decrease in cash provided from operating activities for the year ended June 30, 2025 is due to increase in credit sales in receivables for the year ended June 30, 2025, when compared to the year ended June 30, 2024.
Operating activities provided RM55.1 million ($11.7 million) in cash for the year ended June 30, 2024 compared to cash provided by operating activities of RM53.6 million ($11.5 million) for the year ended June 30, 2023. The increase in cash generated from operating activities was primarily due to improvement in collection of receivables and credit term from payables for the year ended June 30, 2024, when compared to the year ended June 30, 2023.
Investing Activities
The cash generated from investing activities for the year ended June 30, 2025 was RM1.1 million ($0.3 million), which is an increase of 103.71% compared to cash used in investing activities of RM28.7 million ($6.1 million) in the year ended June 30, 2024. The increase is due to withdrawal of fixed deposit.
The cash used in investing activities for the year ended June 30, 2024 was RM28.7 million ($6.1 million) compared to RM71.6 million ($15.3 million) for the year ended June 30, 2023. The decrease in cash used in investing activities for the year ended June 30, 2024, was mainly due to additional of purchase of property, plant and equipment for the year ended June 30, 2024.
Financing Activities
Cash flows used in financing activities for the year ended June 30, 2025 was RM0.1 million ($0.03 million) compared to cash flows used in financing activities for the year ended June 30, 2024 which is RM49.5 million ($10.5 million).
Cash flows used in financing activities for the year ended June 30, 2024 were RM49.5 million ($10.5 million) compared to cash flows generated from financing activities of RM44.9 million ($9.6 million) for the year ended June 30, 2023. The change in financing activities was mainly attributed to repayment to our former controlling shareholder ARB Berhad and its subsidiaries for the year ended June 30, 2024.
49
We believe that available cash and bank balances, and the current asset, such as accounts receivable, should enable the Company to meet anticipated cash needs for at least the next 12 months.
We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Holding Company Structure
ARB IOT Group is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
5.C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview.”
5.D. Trend Information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
5.E. Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgements, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. The following descriptions of significant accounting judgments, and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this Annual Report. When reviewing our financial statements, you should consider (i) our selection of significant accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.
Intangible Asset and Goodwill
Supply/Service Agreements
Supply Agreement, Service Agreement and the Reseller and Drone Service Agreement (“Supply/Service Agreements”) recognized in a business combination is a contract-based intangible asset at the acquisition date and is initially measured at cost. After initial recognition, Supply/Service Agreement is measured at cost less accumulated amortization and accumulated impairment losses.
For the purpose of initial cost recognition, the Company had appointed Independent Valuer (“the Valuer”) to value Supply/Service Agreement based on Discounted Cash Flow Valuation Model (“DCF valuation model”), where the Valuer has adopted the mid-point cost of equity (“Ke”) as the discount rate for future cash flows on June 3, 2021.
50
The initial cost recognition was taken the following basis into consideration:
| ● | the expected cash flows received by Digital Agrophonic Sdn Bhd (“DASB”) derived from the execution of the Supply/Service Agreements, whereby DASB is authorized to sell, promote, market the products and drone services to customers net present value of such cash flows. Subsequent to the execution of the Reseller and Drone Service Agreement, DASB has signed the Supply Agreement and Service Agreement for: |
| (i) | provision of all-in-one drone services to streamline workflows on farms and plantations which includes but not limited to spraying pest protection solution for a variety of crops for a period of ten (10) years; and |
| (ii) | purchase of Multi-Rotor Agricultural unmanned aerial vehicles (“UAV”) manufactured and marketed under the trademark of Guangzhou Xaircraft Technology Co. Ltd (“GXT”) for a period of ten (10) years and Multi-Rotor Agricultural UAVs from other suppliers from other countries. |
| ● | the potential future economic benefits expected to be derived from the Reseller and Drone Services Agreement for the next ten (10) years period with an option to renew for another five (5) years; and |
| ● | rationale and prospects of the Subscription. |
The calculation of initial cost of Supply/Service Agreements is based on the following assumptions:
| (i) | Revenue and income pursuant to the Reseller and Drone Service Agreement, the Supply Agreement, and the Service Agreement for the period from ten (10) years, which is derived from two main sources as follows: |
| (a) | Sale of Products – Multi-Rotor Agricultural UAVs; |
| (b) | Drone Services – Providing all-in-one drone services to streamline workflows on farms and plantations which includes but not limited to spraying pest protection solution for a variety of crops. |
The selling price per unit of the products is approximately RM5,800 per unit, inflated by 5% per annum for every 3-year intervals. Approximately 272 units are expected to be sold within these ten (10) years.
Drone Services provided will be charged at a rate of approximately RM342,800 per month and shall be inflated by 5% per annum for every 3-year intervals. Approximately 608 times of the monthly service rate are expected to be earned within these ten (10) years.
| (ii) | The administrative and operation costs, except for salary and other staff costs, are expected to increase by 3% annually. The salary and other staff costs are expected to increase by ranging from 3% - 9% within these ten (10) years. | |
| (iii) | The statutory tax rate is based on Malaysia’s corporate tax rate of 24%. | |
| (iv) | There will be no significant changes to the prevailing national economic and political conditions or other abnormal changes and elsewhere. | |
| (v) | There will be no significant changes in the present legislation or government regulations affecting the activities of DASB. | |
| (vi) | There will be no major breakdown or disruption in the operations., arising from industrial disputes, shortages in labor, social, economic and political changes or other abnormal factors that will adversely affect the activities of DASB. | |
| (vii) | There will be no unusual events or transactions that will materially affect the operations or results of DASB. |
51
| (viii) | There will be no legal proceedings against DASB which will adversely affect the activities or performance of DASB or give rise to any contingent liabilities., which will materially affect the position or business of DASB. | |
| (ix) | There will be no adverse effects from weather conditions, industrial accidents or other similar occurrence, climatic diseases, wars, terrorist attacks, and other natural risks, both domestically and internationally, that may affect the operations, income and expenditure of DASB. | |
| (x) | DASB meets all the regulations and standards prescribed by the authorities. | |
| (xi) | There will be not any substantial impairment to the carrying value of DASB’s non-current assets. | |
| (xii) | Pre-tax discount rate of 13.20% per annum has been applied in determining the initial cost recognition. |
Computer Systems
Computer systems comprise source codes recognized in a business combination at the acquisition date and source codes purchased from third parties, which were held for use in the production or supply of goods or services to customers. The source codes are initially measured at cost. After initial recognition, source codes are measured at cost less accumulated amortization and accumulated impairment losses.
Amortization is calculated to write down the cost of the assets to their residual values on a straight-line basis over their estimated useful lives. The estimated useful lives represent common life expectancies applied in the various business segments of the Company. The principal annual rates used are 20%.
Goodwill
Goodwill recognized in a business combination is an intangible asset at the acquisition date and is initially measured at cost. After initial recognition, goodwill is measured at cost less accumulated impairment losses.
For the purpose of impairment testing, goodwill impairment is assessed at least annually and whenever there are indicator of impairment. Goodwill is allocated to the Company’s cash generating units (CGUs) which represent the lowest level within the Company at which the goodwill is monitored for internal management purposes.
The recoverable amounts of the CGUs have been determined based on value in use (“VIU”) calculations. The VIU is calculated using the pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. VIU was determined by discounting the future cash flow generated from the business operation of the CGUs.
The calculations of VIU for the CGUs are most sensitive to the following assumptions:
| (i) | Revenue growth rates |
The forecasted growth rates are determined based on past performance of the CGUs.
| (ii) | Expenses growth rate |
Expenses are projected at annual increase of approximately 3.0% per annum.
| (iii) | Pre-tax discount rates |
Pre-tax discount rate of 11.34% to 13.20% (2024: 4.09%) per annum has been applied in determining the recoverable amount of the CGUs.
| (iv) | Profit margin |
Profit margins are projected based on the historical profit margin achieved or predetermined profit margin for the CGUs.
With regards to the assessment of the value-in-use of the CGU relating to goodwill, no impairment loss was recognized for the intangible assets on consolidation for current financial year as its recoverable value was in excess of its carrying values.
52
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
6.A. Directors and Senior Management
The following table sets forth certain information regarding our directors and executive officers.
| NAME | AGE | POSITION | |||
| Liew Kok Leong | 52 | Chairman of the Board and Chief Executive Officer | |||
| (Addy) Ng Kok Wah | 47 | Chief Financial Officer and Director | |||
| (Kevin) Khor Chin Meng | 53 | Independent Director | |||
| (Julia) Yuen Ya Ting | 45 | Independent Director | |||
| Noor Amalina Binti Ali | 36 | Independent Director |
Liew Kok Leong. Mr. Liew has been our Chairman of the Board of Directors and Chief Executive Officer since our inception. He is primarily responsible for setting the business direction and overseeing the business development, finance and corporate strategy functions of us. He graduated in 1996 with a Bachelor of Science with Distinction in Electronic and Electrical Engineering from The Robert Gordon University. Subsequently in 1998, he obtained a Master of Science in Communication Systems from University of Wales Swansea. Mr. Liew is a businessman and entrepreneur, having a wide spectrum of business with more than twenty (20) years of experience in information technology, manufacturing, telecommunication, property development and venture capital investment through his investments in public and private limited corporations. Liew Kok Leong has redesignated positions from Executive Director to Non-Executive Director on December 7, 2023. Subsequently, Liew Kok Leong has resigned as Non-Executive Director of Ageson Berhad on March 22, 2024. Liew played an active role in product development and innovation, which had contributed significantly to our Company, and he was awarded in the Master Entrepreneur Category from the Asia Pacific Enterprise Award 2020. He has been a Professional Technologist (in electrical and electronics technology) registered and recognized by Malaysia Board of Technologist since September 2022 as well as a Graduate Engineer (in Electronic) registered with the Board of Engineer Malaysia since October 2022.
(Addy) Ng Kok Wah. Mr. Ng graduated from professional accounting papers with Association of Chartered Certified Accountants (ACCA), United Kingdom in 2022 and has been registered chartered accountant with the Malaysian Institute of Accountants (MIA) from 2003 till present. Mr. Ng has obtained Capital Market Services Representative License (CMSRL) in financial planning from the Securities Commission Malaysia pursuant to Capital Markets and Services Act 2007 on March 29, 2018. He started his career with an accounting firm since year 1998 followed by an international medium accounting firm, Morison Anuarul Azizan Chew & Co., handling various audit and non-audit assignments for both listed and private companies involved in a wide range of business activities including banks, insurance companies and other financial institutions. Mr. Ng has more than 20 years of experience in accounting and auditing of various industries.
(Kevin) Khor Chin Meng. Mr. Khor earned his professional degree from the Association of Chartered Certified Accountants (ACCA) in 1998 and has been a fellow member of the ACCA since 2005. Mr. Khor has more than twenty (20) years of experience in finance and auditing, advising clients in various industries. He started his career with Singam & Yong as an auditor junior in 1996. In 2010, Mr. Khor founded his own firms—Weld Asia Advisory Sdn. Bhd. and Weld Asia Corporate Advisory Sdn. Bhd., focusing on providing tax and business advisory services to corporate clients. Since 2015, Mr. Khor has served as a director and overseen the operations of Portable Power Products (M) Sdn. Bhd., a company engaged in wholesale of agriculture machinery, equipment and supplies. In December 2020, Mr. Khor joined the board of Annum Berhad, a Malaysian public company in the construction sector, as an independent director. In January 2019, Mr. Khor was appointed as an independent director of ARB Berhad. Mr. Khor graduated from Segi College in 1998 as an ACCA holder.
53
(Julia) Yuen Ya Ting. Ms. Yuen has extensive experience in corporate secretarial, corporate governance and regulatory compliance matters. Ms. Yuen practiced in company secretarial profession with secretarial firms in Kuala Lumpur from 2001 to 2007, including FKO Corporate Services Sdn Bhd from 2001 to 2004 where she served as a company secretarial assistant overseeing approximately 150 corporate clients’ portfolios independently and some of these clients were groups of companies, and XL Corporate Services Sdn Bhd from 2005 to 2007 where she served as a semi senior secretarial assistant and her portfolio was extended to approximately 170 corporate clients. From 2007 to 2009, Ms. Yuen worked at a corporate division of a publicly listed company, YTL Corporation Berhad, responsible for ensuring compliance with relevant regulations and laws, including Bursa Malaysia’s listing requirements and Malaysia’s Companies Act. While at YTL Corporation Berhad, Ms. Yuen was also in charge of organizing board meetings. From 2014 to 2016, Ms. Yuen served as a company secretarial senior at Tengis Corporate Services Sdn. Bhd., a secretarial firm in Sabah servicing groups of companies and public companies such as Priceworth International Berhad in corporate governance, regulatory and corporate secretarial matters. In 2017, Ms. Yuen founded her own secretarial firm, JY Management as a proprietor, and thereafter, expanded and changed the firm’s name to Boardroom Secretarial Services Sdn. Bhd. (“Boardroom”). In January 2019, Ms. Yuen was appointed as Executive Director of Boardroom to manage its overall business operations. Boardroom provides a wide array of corporate and secretarial support services, including among others, registration of companies, Companies Act compliance advisory services, customization of company constitution, reinstate of dissolved companies, winding up proceedings, production of corporate portfolios for business license application, preparation of resolutions and meeting minutes. Ms. Yuen is a graduate and associate member of Malaysian Institute of Chartered Secretaries and Administrators (MAICSA). She is also an associate chartered governance professional of the Chartered Governance Institute. In addition, she holds a practicing certificate issued by Companies Commission of Malaysia.
Noor Amalina Binti Ali. Ms. Amalina graduated from the professional accounting papers with Association of Chartered Certified Accountants (ACCA) in 2021 and has been registered chartered accountant with Malaysian Institute of Accountants (MIA) from 2021 till present. Ms. Amalina has more than ten (10) years of experience in finance, accounting and auditing, advising clients in various industries. She started her career with JF & S Consultancy as an auditor in 2011. From 2012 to 2017, Ms. Amalina served as tax manager at Messrs Zailan & Associates to practice corporate taxation and served a wide range of clients in diverse industries. From 2017 to 2019, she worked as an accounts manager at PKF Malaysia and also further exposed herself in both accounting and taxation practices in this professional firm until May 2020. In 2022, Ms. Amalina founded her own professional firm, Amalina Ali & Co, which mainly provides accounting, payroll, taxation and company secretarial services. In August 2023, Ms. Amalina joined the board of Annum Berhad, a Malaysian public company in the construction sector, as an independent director.
No family relationships exist between any of our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.
6.B. Compensation of Board Members and Executives
For the fiscal year ended June 30, 2025, the aggregate cash compensation and benefits paid to our directors and executive officers amounted to approximately $0.4 million. None of our directors or executive officers received any equity awards, including stock options, restricted shares, or other equity incentives during the year ended June 30, 2025.
6.C. Board Practices
The Nasdaq listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors consists of five directors, including three independent directors.
A director is not required to hold any shares in our Company to qualify to serve as a director. Our board of directors may exercise all the powers of our Company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third-party.
54
Board Committees
We have established an audit committee, a compensation committee and a nominating and corporate governance committee of our board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.
Audit Committee
Our audit committee consists of three independent directors, namely (Kevin) Khor Chin Meng, (Julia) Yuen Ya Ting and Noor Amalina Binti Ali, and is chaired by (Kevin) Khor Chin Meng. Our board of directors has determined that each of the directors satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605©(2) of the Nasdaq Marketplace Rules. We have determined that (Kevin) Khor Chin Meng qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the consolidated financial statements of our Company. The audit committee is responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; | |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; | |
| ● | discussing the annual audited financial statements with management and the independent auditors; | |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; | |
| ● | reviewing and approving all proposed related party transactions; | |
| ● | meeting separately and periodically with management and the independent auditors; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee
Our compensation committee consists of three independent directors, namely (Kevin) Khor Chin Meng, (Julia) Yuen Ya Ting and Noor Amalina Binti Ali, and is chaired by Noor Amalina Binti Ali. Our board of directors has determined that each of the directors satisfies the “independence” requirements of Rule 10C-1 under the Exchange Act and Rule 5605(d)(2) of the Nasdaq Marketplace Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:
| ● | reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; |
| ● | reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; | |
| ● | reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and | |
| ● | selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. |
55
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of three directors, namely (Kevin) Khor Chin Meng, (Julia) Yuen Ya Ting and Noor Amalina Binti Ali, and is chaired by (Julia) Yuen Ya Ting. Our board of directors has determined that each of the directors satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605 of the Nasdaq Marketplace Rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:
| ● | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; | |
| ● | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; | |
| ● | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and | |
| ● | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
Duties of Directors
Under Cayman Islands law, our directors have a fiduciary duty to our Company to act honestly, in good faith and with a view to our best interests. Our directors also owe to our Company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum of association and articles of association. Our Company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.
A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our Company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered. Our board of directors may exercise all the powers of our Company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.
The functions and powers of our board of directors include, among others:
| ● | convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; | |
| ● | declaring dividends and distributions; | |
| ● | appointing officers and determining the term of office of officers; | |
| ● | exercising the borrowing powers of our Company and mortgaging the property of our Company; and | |
| ● | approving the transfer of shares of our Company, including the registering of such shares in our share register. |
Terms of Directors and Officers
Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board of directors. A director will be removed from office automatically if, among other thing, the director (i) dies; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) is found to be or becomes of unsound mind; (iv) resigns his office by notice in writing to our Company; (v) is prohibited by law from being a director; and (vi) is removed from the office pursuant to any other provisions of our memorandum of association and articles of association.
56
Employment and Indemnification Agreements
We have entered into an employment agreement with each of our executive officers. Our executive officers are employed for a specified time period, which will be automatically extended unless either we or the executive officers give prior notice to terminate such employment. We are able to terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense other than one which in the opinion of the board does not affect the executive’s position, willful, disobedience of a lawful and reasonable order, misconducts being inconsistent with the due and faithful discharge of the executive officer’s material duties, fraud or dishonesty, or habitual neglect of his or her duties. An executive officer will be able to terminate his or her employment at any time with not less than one-month prior written notice.
Each executive officer agrees to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. Each executive officer is also required to agree to assign to our Company all his or her inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, concepts and trade secrets which the executive officer may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the executive officer’s employment with us that are either related to the scope of the employment or make use of the resources of the company. In addition, all executive officers are required to agree to be bound by non-competition and non-solicitation restrictions set forth in their agreements. Moreover, each executive officer will be required to agree not to, for a certain period following termination of his or her employment or expiration of the employment agreement: (i) carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with us, (ii) solicit or entice away any of our user, client, representative or agent, or (iii) employ, solicit or entice away or attempt to employ, solicit or entice away any of our officer, manager, consultant or employee.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. A copy of the form of such indemnification agreement is filed as an exhibit to this Annual Report.
6.D. Employees
As of June 30, 2025, 2024 and 2023, we had a total of 9, 13 and 53 full-time employees located in Malaysia to support our business operations, respectively. In 2024, we restructured our human resources model by engaging outsourcing vendors to support our business operations, align capacity with customer requirements, and enhance scalability while maintaining cost discipline and long-term operational sustainability.
The following table sets forth the number of our employees by function as of June 30, 2025:
| Function | Number of Employees | Percentage | ||||||
| Management | 4 | 45 | % | |||||
| IoT Technical Team | 2 | 22 | % | |||||
| Finance | 2 | 22 | % | |||||
| HR and Admin Assistant | 1 | 11 | % | |||||
| Total | 9 | 100 | % | |||||
None of our employees are represented by a labor union. We have not experienced any material labor disputes and we believe that we maintain a good working relationship with our employees.
In Malaysia, we are required to comply with regulations governing employment such as the Employees Provident Fund Act 1991, Employees’ Social Security Act 1969 and Income Tax (Deduction From Remuneration) Rules 1994. Under Employees Provident Fund Act 1991, our Malaysian subsidiaries are required to make contributions, as employers, to the Employees Provident Fund for our employees who are Malaysian citizens and who are not Malaysian citizens but permanent residents in Malaysia. The contribution rates vary, depending on the monthly wages of our employees. Other than the contributions, we have no further obligation for the payment of retirement and other post-retirement benefits of our employees in Malaysia. As of the date of this Annual Report, our Malaysian subsidiaries do not have any non-Malaysian employees.
We enter into standard employment agreements with our employees pursuant to which we shall deduct from the employee’s salary for the purpose of paying the employees’ contributions to the relevant authorities in accordance with the prescribed rates of the stipulated laws. We also issue employees handbook which provides policy and procedure to be complied by all our employees, including, amongst others, that our employees are not allowed to divulge our confidential information except with our approval whether in employment or after termination of employment.
57
6.E. Share Ownership
See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”
6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A. Major shareholders
The following table sets forth information with respect to beneficial ownership of our share capital as of the date of this Annual Report by:
| ● | each person who is known by us to beneficially own 5% or more of each class of our voting securities; |
| ● | each of our current directors and each member of our senior management; and |
| ● | all of our directors and senior management as a group. |
| Number(1) | Percent of Class(2) | |||||||
| Directors and Executive Officers: | ||||||||
| Liew Kok Leong, CEO and Chairman(3) | 478,024 | 27.1 | % | |||||
| (Addy) Ng Kok Wah, CFO and Director | - | - | ||||||
| (Kevin) Khor Chin Meng, Director | 94 | * | ||||||
| (Julia) Yuen Ya Ting, Director | - | - | ||||||
| Noor Amalina Binti Ali, Director | - | - | ||||||
| All directors and executive officers as a group (5 persons) | 478,118 | 27.1 | % | |||||
| Other Principal Shareholders: | ||||||||
| Ukay One Sdn. Bhd.(3) | 326,842 | 18.5 | % | |||||
| * | Less than 1%. |
| (1) | Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted below, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the ordinary shares. For each beneficial owner above, any options or other convertible securities exercisable or issuable within 60 days have been included in the denominator. |
| (2) | Based on 1,765,256 ordinary shares that are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1) as of the date of this Annual Report. |
| (3) | Includes 151,182 ordinary shares that are held by Liew Kok Leong directly and 326,842 ordinary shares that are held by Ukay One Sdn. Bhd. (“Ukay One”). Ukay One is a company limited by shares under the laws of Malaysia. Liew Kok Leong and his wife, Lim Lee Kian, are directors of Ukay One and each hold 50% equity interests of Ukay One. |
None of our major shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.
58
7.B. Related Party Transactions
Unless otherwise noted, the following is a description of related party transactions we have entered into since July 1, 2024, with any of the members of our board of directors, any executive officer, any holder of more than 5% of our ordinary shares at the time of such transaction, or any members of their immediate family, that had or will have a direct or indirect material interest, other than compensation arrangements, which are described under “Item 6. Directors, Senior Management and Employees—B. Compensation” and “Item 6. Directors, Senior Management and Employees—C. Board Practices.”
For the year ended June 30, 2025 and 2024, the Company leased space in an office building from a related party, VNH One Sdn. Bhd., a company with Liew Kok Leong as a director on its board. This incurred expenses of RM0.1 million ($0.03 million) for each respective year.
On July 15, 2024, the Company entered into a Service Agreement with ARB IOT Limited, a Cayman Islands exempted company that directly held approximately 28.38% of the Company’s issued and outstanding ordinary shares until June 9, 2025 (“AIL”). Pursuant to the agreement, the Company agreed to provide platform as a service to AIL. The duration of the agreement is five (5) years, commencing from July 15, 2024. The subscription service fee payable to the Company is $7.0 million per year. On March 5, 2025, the Company received a termination letter from AIL stating that due to a strategic change in its business direction and operational priorities, AIL had decided to terminate the Agreement, effective March 6, 2025 in accordance to the termination provisions of the Agreement.
On August 1, 2025, Ukay One, an entity controlled by our Chief Executive Officer and Chairman, Liew Kok Leong, and his wife, acquired 86,288 ordinary shares on the open market using its personal funds at market price. On August 4, 2025, Ukay One acquired an additional 54,395 ordinary shares on the open market using its personal funds at market price. On August 5, 2025, Ukay One acquired an additional 77,786 ordinary shares on the open market using its personal funds at market price.
We do not currently expect to enter into any additional agreements or other transactions with any of our directors, officers or other affiliates. Any transactions with directors, officers or other affiliates will be subject to the requirements of Sarbanes-Oxley and SEC rules and regulations.
Related Party Transaction Policy
Pursuant to our related party transaction policy, any related party transaction must be approved or ratified by our board of directors or audit committee thereof. In determining whether to approve or ratify a transaction with a related party, our audit committee will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related party’s direct or indirect interest and the actual or apparent conflict of interest of the related party. Our audit committee will not approve or ratify a related party transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.
59
7.C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial Information
Financial Statements
See “Item 18. Financial Statements,” which contains our consolidated financial statements prepared in accordance with IFRS.
Legal Proceedings
We may from time to time become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations and financial condition.
Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention.
Policy on Dividend Distributions
We have not previously declared, or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders.
Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.
8.B. Significant Changes
No significant change has occurred since the date of our consolidated financial statements filed as part of this Annual Report.
60
ITEM 9. THE OFFER AND LISTING
9.A. Offer and Listing Details
Our ordinary shares have traded on the Nasdaq Capital Market since April 5, 2023, under the symbol “ARBB”.
9.B. Plan of Distribution
Not applicable.
9.C. Markets
See “Item 9. The Offer and Listing—A. Offer and Listing Details.”
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
Not applicable.
10.B. Memorandum and Articles of Association
Summaries of material provisions of our memorandum and articles of association currently in effect and of the Companies Act, insofar as they relate to the material terms of our ordinary shares, are contained in Exhibit 2.1 to this Annual Report which are incorporated herein by reference.
10.C. Material Contracts
All material contracts governing the business of the Company are described elsewhere in this Annual Report or in the information incorporated by reference herein.
10.D. Exchange Controls
Cayman Islands
Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.
61
Malaysia
There are foreign exchange policies in Malaysia that support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax.
10.E. Taxation
A description of material Cayman Islands, Malaysia and U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinary shares is contained in the IPO Form F-1 in the section entitled “Taxation,” which is incorporated herein by reference.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statement by Experts
Not applicable.
10.H. Documents on Display
We are subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. Reports and other information filed by us with the SEC, including this Annual Report, may be viewed from the SEC’s Internet site at http://www.sec.gov. In addition, we will provide hard copies of our Annual Report free of charge to shareholders upon request.
Statements made in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
10.I. Subsidiary Information
See “Item 4. Information on the Company—A. History and Development of the Company—Our Corporate Structure.”
10.J. Annual Report to Security Holders
If we are required to provide an annual report to security holders, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
62
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Foreign Exchange Risk
All of our revenues and substantially all of our expenses are denominated in RM. Our exposure to foreign exchange risk primarily relates to cash and cash equivalent denominated in U.S. dollars. We do not believe that we currently have any significant direct foreign exchange risk and have not used derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in our shares is affected by the exchange rate between U.S. dollar and RM because the value of our business is effectively denominated in RM, while our shares are traded in U.S. dollars.
To the extent that we need to convert U.S. dollars into RM for our operations, appreciation of the RM against the U.S. dollar would have an adverse effect on the RM amount we receive from the conversion. Conversely, if we decide to convert RM into U.S. dollars for business purposes, appreciation of the U.S. dollar against the RM would have a negative effect on the U.S. dollar amounts available to us.
Interest Rate Risk
Our exposure to interest rate risk primarily relates to the interest expenses incurred on income generated by excess cash, which is mostly held in interest-bearing bank deposits. Interest-earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. We have not been exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. However, our future interest income may fall short of expectations due to changes in market interest rates.
Inflation
To date, inflation in Malaysia has not materially impacted our results of operations. According to the Department of Statistics Malaysia Official Portal, the year-over-year percent changes in the consumer price index for 2022 was increase of 3.4%; and for 2023, increase of 2.4%, and for 2024, increase of 2.0%. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in Malaysia. For example, certain operating costs and expenses, such as employee compensation and office operating expenses may increase as a result of higher inflation. Additionally, because a substantial portion of our assets consists of cash and cash equivalent, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposure to higher inflation in Malaysia.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12.A. Debt Securities
Not applicable.
12.B. Warrants and Rights
Not applicable.
12.C. Other Securities
Not applicable.
12.D. American Depositary Shares
Not applicable.
63
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Material Modifications to the Rights of Security Holders
There have been no material modifications to the rights of our security holders, except that the Company conducted a one-for-fifteen reverse share split of the Company’s issued and unissued ordinary shares in May 2025, in order to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Stock Market. As a result of the reverse split, the number of the Company’s authorized ordinary shares was reduced to 33,333,333 shares, and the par value per share increased to USD0.0015.
Use of Proceeds
On April 10, 2023, we completed our initial public offering of 1,250,000 ordinary shares sold at a public offering price of $4.00 per share (the “IPO”). The ordinary shares offered and sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form F-1 (File No. 333- 267697), which was declared effective by the SEC on March 30, 2023. On April 25, 2023, we completed the sale of an additional 187,500 ordinary shares at the public offering price of $4.00 per share, pursuant to the exercise by the underwriter of the over-allotment option, in full, granted to it in connection with the IPO.
Our IPO, including the over-allotment, generated gross proceeds of $5.75 million. We paid underwriting discounts and commissions of approximately $0.4 million and other issuance costs of approximately $1.01 million. We paid out of pocket all of our fees, costs and expenses in connection with the IPO.
No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates), persons owning 10% or more of our ordinary shares or any other affiliates.
As of June 30, 2025, we had fully utilized the net proceeds from our IPO, which were used primarily for strategic investment, research and development, working capital and general corporate purposes, consistent with the intended use described in our final prospectus filed with the SEC on April 6, 2023, pursuant to Rule 424(b).
64
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Our management carried out an evaluation, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of June 30, 2025. Based on that evaluation, our management, including our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with IFRS as issued by the International Accounting Standards Board. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.
Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
Based on this evaluation, Liew Kok Leong, our Chief Executive Officer, and (Addy) Ng Kok Wah, our Chief Financial Officer, concluded that the Company’s internal control over financial reporting as of June 30, 2025 was effective.
Attestation Report of Independent Registered Public Accounting Firm
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm because the Company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the SEC.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that (Kevin) Khor Chin Meng is the “Audit Committee Financial Expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and also meets Nasdaq’s financial sophistication requirements. Mr. Khor is an “independent director” as defined by the rules and regulations of Nasdaq.
65
ITEM 16B. CODE OF ETHICS
We have adopted a Code of Ethics and Business Conduct, or the Code of Ethics, that is applicable to all of our employees, officers and directors and is available on our website at www.arbiotgroup.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. If we make any amendment to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Under Item 16B of Form 20-F, if a waiver or amendment of the Code of Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to such Item 16B.
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table represents aggregate fees billed to the Company for fiscal years ended June 30, 2025 and 2024 by AOGB CPA Limited, the Company’s principal accounting firm.
| For the year ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Audit Fees | $ | 125,000 | $ | 220,000 | ||||
| Audit-Related Fees | $ | - | $ | 75,000 | ||||
| Tax Fees | $ | - | $ | - | ||||
| All Other Fees | $ | - | $ | - | ||||
| Total | $ | 125,000 | $ | 295,000 | ||||
Audit Fees
Audit fees consisted of the aggregate fees for the audits of our consolidated financial statements, half year reviews, consents, and assistance with review of documents filed with the SEC.
Audit Related Fees
Audit-related fees consist of the aggregate fees billed for each of the last two fiscal years for assurance and related services performed by the Company’s principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees” above.
Tax Fees
Tax fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s principal accountant with respect to tax compliance, tax advice, tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services during the last two fiscal years.
All Other Fees
All other fees consist of aggregate fees billed for each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than for the services reported under the headings “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above. We did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.
66
Audit Committee’s Pre-Approval Policies and Procedures
Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our auditors, the audit committee pre-approves each type of audit, audit-related, tax and other permitted services, subject to the ability of the audit committee to delegate certain pre-approval authority to one or more of its members. All of the fees listed in the table above were approved by our audit committee.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
We have not asked for, nor have we been granted, an exemption from the applicable listing standards for our Audit Committee.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of equity securities made by or on behalf of us or any “affiliated purchaser” as defined in Rule 10b-18 of the Exchange Act during the period covered by this Annual Report.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
ITEM 16G. CORPORATE GOVERNANCE
We are incorporated in the Cayman Islands and our corporate governance practices are governed by applicable laws of Cayman Islands and our memorandum and articles of association. In addition, since our ordinary shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance requirements.
In addition, as a foreign private issuer, Nasdaq Listing Rule 5615(a)(3) permits us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided that we disclose in our annual report filed with the SEC each requirement of Rule 5600 that we do not follow and describe the home country practice followed in lieu of such requirement.
We are currently following some Cayman corporate governance practices in lieu of Nasdaq corporate governance listing standards as follows:
| ● | We are not required to hold annual shareholders’ meetings. |
Our Cayman counsel has provided relevant letters to Nasdaq certifying that under Cayman law, we are not required to seek shareholders’ approval in certain circumstances.
67
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
The Company continues to adhere to insider trading
policies and procedures
ITEM 16K. CYBERSECURITY
Risk Management and Strategy
We maintain a technology and cybersecurity program, which includes information security, as part of our overall risk management process with the aim that our information systems, including those of our suppliers and other third-parties, will be resilient, effective and capable of safeguarding against emerging risks and cybersecurity threats. We endeavor to assure our program is appropriately resourced and to attract and retain expert talent to execute it.
Currently, the program is based on the regulations on cybersecurity in Malaysia, aiming to comply with applicable laws and regulations. Please refer to “Item 4B. Business Overview—Regulations—Regulations on Cybersecurity” for more information on applicable regulations in Malaysia. We use such regulations as a guideline to help us identify, assess, and manage cybersecurity risks related to our business operations.
Under cybersecurity regulations in Malaysia, we
have established preventive measures that are consistent with the national cybersecurity standards. We fulfill our security obligations
to protect our networks from interference, damage, or unauthorized access, and to prevent the leakage, theft, or alteration of network
data. As part of our supplier risk management program, we conduct security assessments prior to engagement of high-risk suppliers and
other
A key element of our technology and cybersecurity program strategy is fostering training and awareness. Our training and awareness program includes annual cybersecurity awareness training and role-based phishing tests for our employees and for third parties with access to our systems.
68
Our technology and cybersecurity program focuses on the defense, rapid detection and rapid remediation of cybersecurity threats and incidents. Our approach aims to deliver the control capabilities specified in the Malaysian cybersecurity regulations. Additionally, our program incorporates comprehensive cybersecurity policies and crisis response and management procedures, aimed at rapidly addressing, responding to, and effectively communicating about cybersecurity threats and incident.
Our cybersecurity crisis management program sets forth the items, procedures and actions we expect to address and follow in the event of a cybersecurity incident, including detection, response, mitigation and remediation. When a potential threat or incident is identified, our cyber security incident response team will assign a risk level classification and initiate the escalation and other steps called for by our plan. All incidents that are initially assessed by the cybersecurity incident response team as potentially high-risk are escalated promptly to our Chief Executive Officer, who will determine whether and what elements of our cybersecurity crisis response and management plan should be activated, including escalation to other senior management. Our Chief Executive Officer will inform our board of directors of cybersecurity incidents, as appropriate, considering a variety of factors, including financial, operational, legal or reputational impact.
Our program’s maturity and operational readiness are regularly evaluated by independent experts using cybersecurity framework and penetration tests that are consistent with the national cybersecurity standards. Our program, and the results of these independent evaluations and testing, are regularly reviewed by our senior management and members of our board of directors.
We have not identified risks from known cybersecurity
threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to
Risk Governance
We are committed to appropriate cybersecurity governance and oversight.
Our board of directors has oversight of our strategic and business risk management, including cybersecurity risk management. Our board of directors is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which we are exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. Management is responsible for identifying, assessing, and managing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity policies and procedures, and providing regular reports to our board of directors.
For additional information on our cybersecurity risks, please see Item 3 “Key information - D. Risk Factors.”
69
PART III
ITEM 17. FINANCIAL STATEMENTS
The Company has elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
Our audited financial statements are included as the “F” pages attached to this Annual Report.
All financial statements in this Annual Report, unless otherwise stated, are presented in accordance with IFRS.
ITEM 19. EXHIBITS
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Executive Compensation Plan or Agreement |
70
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| ARB IOT GROUP LIMITED | ||
| Date: October 31, 2025 | By: | /s/ Liew Kok Leong |
| Name: | Liew Kok Leong | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
71
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Consolidated Financial Statements for the Years Ended June 30, 2025, 2024 and 2023 | Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number: | F-2 | |
| Financial Statements: | ||
| Consolidated Statements of Financial Position as of June 30, 2025 and 2024 | F-3 | |
| Consolidated Statements of Operations and Other Comprehensive (Loss)/Income for the Years Ended June 30, 2025, 2024 and 2023 | F-4 | |
| Consolidated Statements of Changes in Equity for the Years Ended June 30, 2025, 2024 and 2023 | F-5 | |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2025, 2024 and 2023 | F-8 | |
| Notes to Consolidated Financial Statements for the Years Ended June 30, 2025, 2024 and 2023 | F-10 |
F-1
| To: | The Board of Directors and Shareholders of |
| ARB IOT Group Limited |
Report of Independent Registered Public Accounting Firm
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of ARB IOT Group Limited and its subsidiaries (collectively the “Group”) as of June 30, 2025 and 2024, and the related consolidated statements of operations and other comprehensive (loss)/income, changes in equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Emphasis of Matter - Restatement
As discussed in Note 24 to the consolidated financial statements, the accompanying consolidated statement of cash flows for the years ended June 30, 2024 and 2023 have been restated to correct misstatements. Our opinion on the consolidated financial statements is not modified in respect of this matter.
Basis for Opinion
These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ |
Hong Kong,
October 31, 2025
We have served as the Group’s auditor since 2024.
AOGB CPA Limited, Suite 2501-03, Tesbury Centre, 28 Queen’s Road East, Admiralty, Hong Kong
Tel: 2152-2238, Website: www.aogb.com
F-2
ARB IOT GROUP LIMITED
(Incorporated in the Cayman Islands)
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 2025, 2024 AND 2023
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| As of June 30, 2025 | As of June 30, 2024 | As of June 30, 2025 | |||||||||||||
| Note | RM | RM | USD | ||||||||||||
| Assets | |||||||||||||||
| Non-current assets | |||||||||||||||
| Property, plant and equipment | 4 | ||||||||||||||
| Right-of-use asset | 5 | ||||||||||||||
| Intangible assets | 6 | ||||||||||||||
| Total non-current assets | |||||||||||||||
| Current assets | |||||||||||||||
| Trade receivables, net | 7 | ||||||||||||||
| Other receivables, deposits and prepayments, net | 8 | ||||||||||||||
| Current tax asset | |||||||||||||||
| Cash and bank balances | 9 | ||||||||||||||
| Total current assets | |||||||||||||||
| Total assets | |||||||||||||||
| Liabilities | |||||||||||||||
| Current liabilities | |||||||||||||||
| Trade payables | 10 | ||||||||||||||
| Other payables and accruals | 11 | ||||||||||||||
| Lease liabilities, operating lease | 5 | ||||||||||||||
| Current tax liability | |||||||||||||||
| Total current liabilities | |||||||||||||||
| Non-current liabilities | |||||||||||||||
| Lease liabilities, operating lease | 5 | ||||||||||||||
| Deferred tax liabilities | 12 | ||||||||||||||
| Total non-current liabilities | |||||||||||||||
| Total liabilities | |||||||||||||||
| Net assets | |||||||||||||||
| Equity | |||||||||||||||
| Share capital | |||||||||||||||
| Ordinary shares, par value USD | 13 | ||||||||||||||
| Reserves | |||||||||||||||
| Equity attributable to owners of the Company | |||||||||||||||
| Non-controlling interests | 14 | ||||||||||||||
| Total equity | |||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE (LOSS)/INCOME
| For the year ended | |||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | June 30, 2025 | ||||||||||||||||
| Note | RM | RM | RM | USD | |||||||||||||||
| Revenue | 15 | ||||||||||||||||||
| Cost of sale | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Gross (loss)/profit | ( | ) | ( | ) | ( | ) | |||||||||||||
| Other income | |||||||||||||||||||
| Administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Impairment losses | ( | ) | ( | ) | |||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| (Loss)/profit before tax | 16 | ( | ) | ( | ) | ( | ) | ||||||||||||
| Tax expense | 17 | ||||||||||||||||||
| (Loss)/profit for the financial year | ( | ) | ( | ) | ( | ) | |||||||||||||
| Other comprehensive (loss)/income for the financial year, net of tax | |||||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | |||||||||||||||||||
| (Loss)/gain on foreign currency translation | ( | ) | ( | ) | |||||||||||||||
| Total comprehensive (loss)/income for the financial year | ( | ) | ( | ) | ( | ) | |||||||||||||
| (Loss)/profit for the financial year attributable to: | |||||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | |||||||||||||
| Non-controlling interests | 14 | ||||||||||||||||||
| ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total comprehensive (loss)/income attributable to: | |||||||||||||||||||
| Owners of the Company | ( | ) | ( | ) | ( | ) | |||||||||||||
| Non-controlling interests | |||||||||||||||||||
| ( | ) | ( | ) | ( | ) | ||||||||||||||
| Weighted average number of shares outstanding: | |||||||||||||||||||
| Basic * | 18 | ||||||||||||||||||
| Diluted * | 18 | ||||||||||||||||||
| (Loss)/earnings per share attributable to Owners of the Company: | |||||||||||||||||||
| Basic * | 18 | ( | ) | ( | ) | ( | ) | ||||||||||||
| Diluted * | 18 | ( | ) | ( | ) | ( | ) | ||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Total | ||||||||||||||||||||||||||||||||
| Share capital | Exchange | attributable | Non- | |||||||||||||||||||||||||||||
| Number of | Capital | translation | Retained | to owners of | controlling | Total | ||||||||||||||||||||||||||
| shares* | Amount | contribution | reserve | earnings | the Company | interests | equity | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||||||
| Balance at June 30, 2022 | ( | ) | ||||||||||||||||||||||||||||||
| Profit for the financial year | - | |||||||||||||||||||||||||||||||
| Gain on foreign currency translations | - | |||||||||||||||||||||||||||||||
| Total and other comprehensive income | - | |||||||||||||||||||||||||||||||
| Transaction with Owners | ||||||||||||||||||||||||||||||||
| Reclassification of capital contribution to liabilities | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Effect of accretion of interest in subsidiaries | - | ( | ) | |||||||||||||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||||||||||
| Merger reserve from common control | - | |||||||||||||||||||||||||||||||
| Redemption of non-convertible redeemable preference shares by non-controlling interest of a subsidiary | - | |||||||||||||||||||||||||||||||
| Total transaction with Owners | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at June 30, 2023 | ||||||||||||||||||||||||||||||||
| * | Retrospectively restated for effect of reverse share split at a ratio 1 for 15 on May 29, 2025 as disclosed in Note 13. |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Total | ||||||||||||||||||||||||||||||||
| Share capital | Exchange | attributable | Non- | |||||||||||||||||||||||||||||
| Number of | Capital | translation | Retained | to owners of | Controlling | Total | ||||||||||||||||||||||||||
| shares* | Amount | contribution | reserve | earnings | the Company | interests | equity | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | ||||||||||||||||||||||||||
| Balance at June 30, 2023 | ||||||||||||||||||||||||||||||||
| Loss for the financial year | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Gain on foreign currency translations | - | |||||||||||||||||||||||||||||||
| Total and other comprehensive loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Transaction with Owners | ||||||||||||||||||||||||||||||||
| Acquisition of equity interest in subsidiaries | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Effect of accretion of interest in subsidiaries | - | ( | ) | |||||||||||||||||||||||||||||
| Disposal of subsidiaries | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Redemption of non-convertible redeemable preference shares by non-controlling interest of a subsidiary | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Total transaction with Owners | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2024 | ||||||||||||||||||||||||||||||||
| * | Retrospectively restated for effect of reverse share split at a ratio 1 for 15 on May 29, 2025 as disclosed in Note 13. |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Share capital | Exchange | Total attributable | Non- | |||||||||||||||||||||||||||||||||
| Number of | Capital | Other | translation | Retained | to owners of | controlling | Total | |||||||||||||||||||||||||||||
| shares* | Amount | contribution | reserve | reserve | earnings | the Company | interests | equity | ||||||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | RM | RM | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ||||||||||||||||||||||||||||||||||||
| Loss for the financial year | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Loss on foreign currency translations | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Total and other comprehensive loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Transaction with Owners | ||||||||||||||||||||||||||||||||||||
| Acquisition of subsidiaries | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Total transaction with Owners | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| * | Retrospectively restated for effect of reverse share split at a ratio 1 for 15 on May 29, 2025 as disclosed in Note 13. |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year ended | ||||||||||||||||
| June 30, 2025 |
June 30, 2024 (Restated) |
June 30, 2023 (Restated) |
June 30, 2025 |
|||||||||||||
| RM | RM | RM | USD | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
| (Loss)/profit before tax | ( |
) | ( |
) | ( |
) | ||||||||||
| Adjustments for: | ||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||
| Depreciation of: | ||||||||||||||||
| - property, plant and equipment | ||||||||||||||||
| - right-of-use assets | ||||||||||||||||
| Impairment loss on deposit | ||||||||||||||||
| Impairment loss on goodwill | ||||||||||||||||
| Impairment loss on intangible assets | ||||||||||||||||
| Impairment loss on property, plant and equipment | ||||||||||||||||
| Intangible assets written-off | ||||||||||||||||
| Interest expense of lease liabilities | ||||||||||||||||
| Interest income | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss/(gain) on disposal of subsidiaries | ( |
) | ||||||||||||||
| Property, plant and equipment written off | ||||||||||||||||
| Reversal of impairment of trade receivables | ( |
) | ( |
) | ||||||||||||
| Unrealised exchange (gain)/loss | ( |
) | ( |
) | ||||||||||||
| Waiver of debts granted | ||||||||||||||||
| Waiver of debts received | ( |
) | ( |
) | ||||||||||||
| Operating profit/(loss) before changes in working capital | ( |
) | ||||||||||||||
| Changes in working capital: | ||||||||||||||||
| Trade receivables, net | ( |
) | ( |
) | ( |
) | ||||||||||
| Other receivables, deposit and prepayments, net | ( |
) | ( |
) | ||||||||||||
| Trade payables | ( |
) | ||||||||||||||
| Other payables and accruals | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net cash generated from operations | ||||||||||||||||
| Income tax paid | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net cash generated from operating activities | ||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||
| Acquisition of subsidiaries, net of cash acquired | ( |
) | ||||||||||||||
| Acquisition of property, plant and equipment | ( |
) | ( |
) | ||||||||||||
| Interest received | ||||||||||||||||
| Proceed from disposal of subsidiaries, net of cash proceeds | ( |
) | ( |
) | ||||||||||||
| Proceed from disposal of other investments | ||||||||||||||||
| Net cash generated from/(used in) investing activities | ( |
) | ( |
) | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
CONSOLIDATED STATEMENTS OF CASH FLOWS (CON’T)
| For the year ended | ||||||||||||||||
| June 30, 2025 |
June 30, 2024 (Restated) |
June 30, 2023 (Restated) |
June 30, 2025 |
|||||||||||||
| RM | RM | RM | USD | |||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
| (Repayment to)/advance from related companies | ( |
) | ||||||||||||||
| (Repayment of)/proceed from non-convertible redeemable preference shares contributed by non-controlling interests of subsidiaries | ( |
) | ||||||||||||||
| Payment of lease liabilities | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Repayment to holding company | ( |
) | ( |
) | ||||||||||||
| Issuance of share capital | - | - | - | |||||||||||||
| Net cash (used in)/generated from financing activities | ( |
) | ( |
) | ( |
) | ||||||||||
| Net increase/(decrease) in cash and cash equivalents | ( |
) | ||||||||||||||
| Effect of exchange rate changes | ( |
) | ( |
) | ||||||||||||
| Cash and cash equivalents at beginning of the year | ||||||||||||||||
| Cash and cash equivalents at end of the year | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
ARB IOT Group Limited (the “Company”) was incorporated and registered as an exempted company with limited liability in the Cayman Islands under the Companies Act of the Cayman Islands on March 1, 2022. The Company through its subsidiaries (collectively, the “Group”), is engaged in provision of hardware and software of Internet of Things solutions to meet customers demand in three business lines, which are IoT Smart Buildings and Engineering, IoT Smart Agriculture and IoT System Development. The Company is principally engaged in investment holding activities. The principal activities of the subsidiaries are described in Note 2 Principles of consolidation to the consolidated financial statements. The principal place of business of the Company is located at No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia.
The Company’s former controlling shareholder was ARB Berhad, a company incorporated in October 1997 in Malaysia and becoming listed on the Main Market of Bursa Malaysia Securities Berhad in February 2004.
On February 5, 2024, ARB Berhad announced that
the distribution-in-specie (the “Distribution-In-Specie”) of
Subsequent to the completion of Distribution-In-Specie,
the Group had ceased to be subsidiaries of ARB Berhad under Malaysia law because ARB Berhad holds
On May 6, 2024, ARB Berhad transferred
On July 1, 2024, Cahaya Fantasi Sdn. Bhd. (“Cahaya”), a
Malaysian company subscribed for
On June 9, 2025, ARB IOT Limited distributed the entire shares it held in the Company to its sole owner, Nexura. Subsequently, Nexura further distributed such shares to its sole owner, Cahaya. Cahaya subsequently declared a distribution of these shares to its six (6) shareholders in proportion to their respective ownership interests in Cahaya. On June 17, 2025, the six (6) shareholders received their respective portions of these shares of the Company. As a result of these distributions, ARB IOT Limited no longer beneficially owns any ordinary share in the Company.
The consolidated financial statements are presented in Ringgit Malaysia (“RM”). The functional currency of the Company and its subsidiaries is primarily the currency of their country of domicile, which the functional currency of the Company is United States Dollar (“USD”) and the subsidiaries is Ringgit Malaysia (“RM”) or Singapore Dollar (“SGD”).
The conversion from Ringgit Malaysia into U.S.
dollars (“USD”) was made at the exchange rate as of June 30, 2025 on which USD
2. MATERIAL ACCOUNTING POLICY INFORMATION
This summary provides a list of the material accounting policy information adopted in the preparation of these consolidated financial statements to the extent they have not been disclosed in the other notes below. The policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are for the Group consisting of ARB IOT Group Limited and its subsidiaries.
Basis for preparation
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (the “IASB”). The Group complies with all applicable requirements of IFRS Accounting Standards. The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied.
For the year ended June 30, 2025 and 2024,
the Group incurred a net loss of approximately RM
In view of these circumstances, the directors of the Company have given consideration to the future liquidity and performance of the Group in assessing whether the Group will have sufficient financial resources to continue as a going concern. Taking into account the Group’s cash flow projection, including:
| - | Putting extra efforts on the collection of receivables to improve the turnover days. |
| - | Implementing various strategic to improve the cash flow status. |
F-10
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Basis for preparation (Cont’d)
The directors of the Group consider that the Group will have sufficient working capital to meet its financial obligations as they fall due for at least the next twelve months from the end of the reporting period and accordingly, the consolidated financial statements have been prepared on a going concern basis.
The consolidated financial statements for the year ended June 30, 2025 do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of June 30, 2025. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with the IFRS Accounting Standards have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Group’s management, the consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Group’s consolidated financial position as of June 30, 2025 and 2024, and consolidated statements of operations and other comprehensive (loss)/income, changes in equity and cash flows for the years ended June 30, 2025, 2024 and 2023.
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss and other comprehensive (loss)/income.
Amendments to IFRS Accounting Standards that are mandatorily effective for the current year
The Group has adopted the following amendments to IFRS Accounting Standards for the first time for the current year’s consolidated financial statements.
| Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback |
| Amendments to IAS 1 | Classification of Liabilities as Current or Non-current (the “2020 Amendments”) |
| Amendments to IAS 1 | Non-current Liabilities with Covenants (the “2022 Amendments”) |
| Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements |
The nature and the impact of the amendments to IFRS Accounting Standards that are applicable to the Group are described below:
| (a) | Amendments to IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. |
The amendments had no impact on the financial position or performance of the Group.
| (b) | The 2020 Amendments and 2022 Amendments specify the requirements for classifying liabilities as current or non-current. |
The 2020 Amendments clarify:
| ● | what is meant by a right to defer settlement and that a right to defer must exist at the end of the reporting period |
| ● | classification is unaffected by the likelihood that the entity will exercise its right to defer settlement |
| ● | a liability can be settled in its own equity instruments, and that only if a conversion option in a convertible liability is itself accounted for as an equity instrument would the terms of a liability not impact its classification |
The 2022 Amendments clarify:
| ● | among covenants of a liability arising from a loan arrangement, only those with which an entity must comply on or before the reporting date affect the classification of that liability as current or non-current. Additional disclosures are required for non-current liabilities that are subject to the entity complying with future covenants within 12 months after the reporting period. |
The Group has reassessed the terms and conditions of its liabilities as of July 1, 2024 and 2023 and concluded that the classification of its liabilities as current or non-current remained unchanged upon initial application of the amendments.
The amendments had no impact on the financial position or performance of the Group.
| (c) | Amendments to IAS 7 and IFRS 7 clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. |
F-11
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Amendments to IFRS Accounting Standards that are mandatorily effective for the current year (Cont’d)
The amendments had no impact on the financial position or performance of the Group.
The adoption of the above amendments to IFRS Accounting Standards has had no material financial impact on the consolidated financial statements. Other than above mentioned, the accounting policies adopted in the preparation of the consolidated financial information were consistent with those used in the consolidated financial statements for the year ended June 30, 2024.
New and amendments to IFRS Accounting Standards issued but not yet effective
The following new standards, amendments to existing standards and annual improvements have been issued, but are not effective for the financial year beginning on July 1, 2024 and have not been early adopted:
| IFRS 18 | Presentation and Disclosure in Financial Statements3 | |
| IFRS 19 | Subsidiaries without Public Accountability: Disclosures3 | |
| Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of Financial Instruments2 | |
| Amendments to IFRS 9 and IFRS 7 | Contracts Referencing Nature-dependent Electricity2 | |
| Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture4 | |
| Amendments to IAS 21 | Lack of Exchangeability1 | |
| Annual Improvements to IFRS Accounting Standards - Volume 11 | Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 72 |
| 1 | Effective for annual periods beginning on or after 1 January 2025 |
| 2 | Effective for annual periods beginning on or after 1 January 2026 |
| 3 | Effective for annual/reporting periods beginning on or after 1 January 2027 |
| 4 | No mandatory effective date yet determined but available for adoption |
Except for IFRS 18, which the Group is currently working to identify all impacts the new standard will have on the consolidated financial statements and notes to the consolidated financial statements, the directors of the Group anticipate that the application of the new and amendments to IFRS Accounting Standards will have no material impact on the Group’s financial positions and performance and/or on the disclosures to the Group in the foreseeable future.
Business combinations
Business combinations are accounted for using the acquisition method with assets and liabilities acquired recorded at the acquisition date fair value. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value and the amount of any non-controlling interest (“NCI”) share in the acquiree. For each business combination, the Group elects whether to measure NCI in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition related costs are expensed as incurred and included in and administrative expenses.
Principles of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
F-12
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Principles of consolidation (Cont’d)
Upon loss of control of a subsidiary, the Group’s profit or loss is calculated as the difference between the fair value of the consideration received and of any investment retained in the former subsidiary and the previous carrying amount of the assets (including any goodwill) and liabilities of the subsidiary and any non-controlling interests.
The principal place of business of the subsidiaries are in Malaysia and/or incorporated in Malaysia unless indicated otherwise. The details of the subsidiaries are as follows:
| Ownership Interest in equity | |||||||||
| Name of company | June 30, 2025 % | June 30, 2024 % | Principal activities | ||||||
| ARB IOT (M) Sdn. Bhd. (“AIMSB”) | |||||||||
| ARB IOT Group Sdn. Bhd. (“AIGSB”) | |||||||||
| Subsidiaries of AIGSB | |||||||||
| ARB AI Agro Sdn. Bhd. (“ARB AI Agro”) | |||||||||
| Subsidiary of ARB AI Agro | |||||||||
| ARB Agro Technology Sdn. Bhd. (“ARB Agro Tech”) | |||||||||
| ARB AI Sdn. Bhd. (“ARB AI”) | |||||||||
| Subsidiary of ARB AI | |||||||||
| ARBIOT Sdn. Bhd. (“ARBIOT”) | |||||||||
| ARB Lab Sdn. Bhd. (“ARB Lab”) | |||||||||
| Subsidiaries of ARB Lab | |||||||||
| ARB R&D Sdn. Bhd. (“ARB R&D”) | |||||||||
| Subsidiaries of ARB R&D | |||||||||
| ARB Innovation Sdn. Bhd. (“ARB Innovation”) | |||||||||
| ARB R1 Technology Sdn. Bhd (“ARB R1”) | |||||||||
| ARB Robotic Sdn. Bhd. (“ARB Robotic”) | |||||||||
| Subsidiary of ARB Robotic | |||||||||
| ARB Intelligence Sdn. Bhd. (“ARB Intelligence”) | |||||||||
F-13
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Principles of consolidation (Cont’d)
The principal place of business of the subsidiaries are in Malaysia and/or incorporated in Malaysia unless indicated otherwise. The details of the subsidiaries are as follows: (Cont’d)
| Ownership Interest in equity | |||||||||
| Name of company | June 30, 2025 % | June 30, 2024 % | Principal activities | ||||||
| ARB Techsymbol Sdn. Bhd. (“ARB Techsymbol”) | |||||||||
| Subsidiaries of ARB Techsymbol | |||||||||
| ARB Logistic Technologies Sdn. Bhd. (“ARB Logistic”) | |||||||||
| ARB WMS Technologies Sdn. Bhd. (“ARB WMS”) | |||||||||
| ARB Information Sdn. Bhd. (“ARB Information”) | |||||||||
| Subsidiary of ARB Information | |||||||||
| ARB AI Technology Sdn. Bhd. (“ARB AI Tech”) | |||||||||
| ARB 5G Sdn. Bhd. (“ARB 5G”) | |||||||||
| Subsidiary of ARB 5G | |||||||||
| ARB Big Data Sdn. Bhd. (“ARB Big Data”) | |||||||||
| ARB Synergy Sdn. Bhd. (“ARB Synergy”) | |||||||||
| Subsidiary of ARB Synergy | |||||||||
| ARB Databook Pte. Ltd. (“ARB Databook”)# | |||||||||
| * |
| # |
During the financial year, the Group completed the following subscriptions, acquisitions and disposals/strike-off of companies:
| (1) | On
July 15, 2024, AIGSB executed a Trust Deed with Liew Kok Leong whereby the Trustee is a registered holder of 1 share representing |
| (2) | On December 10, 2024, AIGSB has been allotted an additional one ( |
F-14
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Principles of consolidation (Cont’d)
| (3) | On December 10, 2024, AIGSB has been allotted ten ( |
| (4) | On December 10, 2024, ARB R&D has been allotted an additional eight (8) ordinary shares of ARB Innovation for a total cash consideration of RM |
| (5) | On December 16, 2024, AIGSB has been allotted one ( |
| (6) | On December 10, 2024, ARB Lab has been allotted an additional eight (8) ordinary shares of ARB R&D for a total cash consideration of RM |
| (7) | On December 24, 2024, AIGSB has been allotted one (1) ordinary share representing |
| (8) | On December 10, 2024, AIGSB has been allotted an additional one ( |
| (9) | On December 10, 2024, AIGSB has been allotted ten ( |
| During this financial year, the subsidiaries of the Company: ARB AI, ARBIOT, ARB Techsymbol, ARB Logistic, ARB WMS, ARB Information, ARB AI Tech, ARB 5G, and ARB Big Data undergoes strike-off exercise and deemed written off from the Group to streamline the business process and improve the efficiency of the group corporate structure. |
In the previous financial year, the Group completed the following subscriptions, acquisitions, disposals of companies:
| (1) | On October 6, 2023, AIGSB, an indirect subsidiary of the Company, disposed |
| (2) | On May 31, 2024, ARB Techsymbol had acquired additional |
Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
F-15
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Segmental Information
An operating segment is defined as a component of an entity for which discrete financial information is available and whose operating results are regularly reviewed by the Chief Operating Decision Maker (CODM). The CODM is comprised of the Management Board of the Group. The Group operates as two segments dedicated to the provision of hardware and software of Internet of Things solutions and investment holding and others. The CODM makes decisions about allocating resources and assessing performance based on the Group as a whole. Accordingly, the Group has determined it operates in two operating and reportable segments.
Foreign currency translation
The consolidated financial statements are presented in Ringgit Malaysia (“RM”). The functional currency of the Company and its subsidiaries is primarily the currency of their country of domicile, which the functional currency of the Company is United States Dollar (“USD”) and the subsidiaries is Ringgit Malaysia (“RM”) or Singapore Dollar (“SGD”)..
Foreign currency transactions
Foreign currency transactions are translated into RM using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Non-monetary items are converted at the rate of exchange used to convert the related consolidated statements of financial position items, i.e., at the time of the transaction.
Revenue recognition
Revenues are generally recognized upon the transfer of control of promised products or services provided to our customers, reflecting the amount of consideration we expect to receive for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenues are recognized upon the application of the following steps:
| 1 | Identification of the contract or contracts with a customer; |
| 2 | Identification of the performance obligations in the contract; |
| 3 | Determination of the transaction price; |
| 4 | Allocation of the transaction price to the performance obligations in the contract; and |
| 5 | Recognition of revenue when, or as, the performance obligation is satisfied. |
The Group currently generates its revenue from following main sources:
Sale of goods
The Group is engaged in supply of customized IoT software or hardware. The majority of the sale of goods contracts are supply and install customized a set of IoT Smart Agriculture solution and customized source codes and reseller of mobile gadget and the relevant accessories.
Revenue from sale of goods is recognized at a point in time when the Group satisfies a performance obligation by transferring a promised good (i.e. an asset) to a customer. An asset is transferred as and when a customer obtains control of that asset which coincides with the delivery of goods and acceptance by the customer.
There is no material right of return and warranty provided to the customers on the sale of goods and there is no significant financing component in the revenue arising from sale of goods as the sales are made on the normal credit terms not exceeding twelve months.
Project management and rendering of information technology system
Revenue from project management fees and rendering of information technology system are recognized at a point in time when control of the goods is passed to the customer, which is point in time when the significant risks and rewards are transferred to the customer and the transaction has met the probability of inflows and measurement reliability requirements of IFRS 15.
F-16
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Employee benefits
Short-term employee benefits
Wages, salaries, bonuses and social security contributions are recognized as an expense in the year in which the associated services are rendered by employees of the Group and the Company. Short-term accumulating compensated absence such as paid annual leave is recognized when services are rendered by employees and short term non-accumulating compensated absences such as sick leave are recognized when the absences occur.
Defined contribution plan
As required by law, companies in Malaysia make contributions to the Employees’ Provident Fund (“EPF”). The contributions are recognized as a liability after deducting any contribution already paid and as an expense in profit or loss in the period in which the employee render their services. Once the contributions have been paid, the Group and the Company has no further payment obligations. No employees in Singapore subsidiary for the years ended June 30, 2025 and 2024.
Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination or items recognized directly in equity or other comprehensive loss.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous financial year.
Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognized for the temporary differences arising from the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax assets and liabilities on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Impairment of assets
Goodwill is not subject to amortization and is tested annually for impairment or more frequently if events or changes in circumstances indicate it might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized in profit or loss for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use and is calculated with reference to future discounted cash flows that the asset is expected to generate when considered as part of a cash-generating unit (“CGU”). Assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. If an impairment subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment charge been recognized for the asset in prior years.
Cash and bank balances
For the purposes of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with financial institutions, and, if applicable, other short-term highly liquid investments with original maturities of three months or less.
Trade receivables
Trade receivables are amounts due from customers
for goods sold or services performed in the ordinary course of business. Trade receivables are recognized initially at fair value. The
Group holds trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortized
cost, less provision for impairment. If collection is expected in
Trade payables
Trade payables are liabilities for goods and services
provided to the Group prior to the end of the financial year which are unpaid. They are recognized initially at their fair value and subsequently
measured at amortized cost. They are classified as current liabilities if payment is due within
F-17
2. MATERIAL ACCOUNTING POLICY INFORMATION (CONT’D)
Share capital and reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds of the issue.
Property, plant and equipment
All items of property, plant and equipment are initially measured at cost. After initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated to write down the cost
of the assets to their residual values on a straight-line basis over their estimated useful lives. The estimated useful lives represent
common life expectancies applied in the various business segments of the Group.
| Rate | ||
| Computer system and equipment |
Expenditure for maintenance and repair, which do not materially extend the useful lives of the assets, are charged to expenses as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the other income/(expenses) of consolidated statements of operations and comprehensive (loss)/income.
Intangible assets
The Group’s intangible assets primarily consist of supply agreement, goodwill and computer system. Intangible assets are carried at cost less accumulated amortization and any recorded impairment (Note 6).
Except for goodwill, other intangible assets are amortized using straight-line method with annual rates (Note 6).
3. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT MANAGEMENT JUDGMENTS
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgments is included in other notes together with information about the basis of calculation for each affected line item in the financial statements.
Significant estimates and judgments
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
Impairment of non-financial assets
At the end of each reporting period, the Group reviews the carrying amounts of the following assets to determine whether there is any indication that those assets have suffered an impairment loss or an impairment loss previously recognized no longer exists or may have decreased:
| ● | property, plant and equipment; |
| ● | investment in subsidiary; |
| ● | goodwill and other intangible assets; and |
| ● | right-of-use assets |
If the recoverable amount (i.e. the greater of the fair value less costs of disposal and value in use) of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognized as an expense immediately, unless the relevant asset is carried at a revalued amount under another IFRS Accounting Standards, in which case the impairment loss is treated as a revaluation decrease under that IFRS Accounting Standards. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. A reversal of an impairment loss is recognized in profit or loss immediately, unless the relevant asset is carried at a revalued amount under another IFRS Accounting Standards, in which case the reversal of the impairment loss is treated as a revaluation increase under that IFRS Accounting Standards. Value in use is based on the estimated future cash flows expected to be derived from CGU, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash generating unit.
F-18
4. PROPERTY, PLANT AND EQUIPMENT
Computer system and equipment
| June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Cost | ||||||||
| As of July 1 | ||||||||
| Additions | ||||||||
| Disposal/written-off | ( | ) | ||||||
| As of June 30 | ||||||||
| Accumulated depreciation and impairment loss | ||||||||
| As of July 1 | ( | ) | ( | ) | ||||
| Additions | ( | ) | ( | ) | ||||
| Disposal/written-off | ||||||||
| Impairment loss | ( | ) | ||||||
| As of June 30 | ( | ) | ( | ) | ||||
| Net carrying amount | ||||||||
Depreciation expenses of property, plant and equipment
were RM
Write-off of property, plant and equipment were
RM
Impairment of property, plant and
equipment was RM
| (a) | All items of property, plant and equipment are initially measured at cost. After initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. |
| (b) | Depreciation is calculated to write down the cost of the assets to
their residual values on a straight-line basis over their estimated useful lives. |
| Computer system and equipment |
F-19
5. RIGHT-OF-USE ASSET/LEASE LIABILITY
Office space
June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Right-of-use asset | ||||||||
| Cost | ||||||||
| As of July 1 and June 30 | ||||||||
| Accumulated depreciation | ||||||||
| As of July 1 | ( | ) | ( | ) | ||||
| Charge for the year | ( | ) | ( | ) | ||||
| As of June 30 | ( | ) | ( | ) | ||||
| Net carrying amount | ||||||||
June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Lease liability | ||||||||
| As of July 1 | ||||||||
| Interest charged | ||||||||
| Payment of: | ||||||||
| - principal | ( | ) | ( | ) | ||||
| - interest | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Net carrying amount | ||||||||
| At the end of the year | ||||||||
| Represented by: | ||||||||
| Current liabilities | ||||||||
| Non-current liabilities | ||||||||
F-20
5. RIGHT-OF-USE ASSET/LEASE LIABILITY (CONT’D)
Office space (Cont’d)
| (a) | The Group lease an office space in the location which it operates. The lease of the office space comprised fixed payment over the lease term. |
| (b) | The right-of-use asset is initially measured at cost, which comprise the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date of the lease. After initial recognition, right-of-use asset is stated at cost less accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of the lease liability. |
The right-of-use asset is depreciated on the straight-line basis over the earlier of the estimated useful lives of the right-of-use asset or the end of the lease term. The lease terms for office space are two (2) years. In May 2023, the Group has renewed the lease for the existing office premise for two (2) years.
| (c) | The
Group has certain leases of premises and equipment with lease term of twelve (12) months or less, and low value leases of office equipment
of USD |
| (d) |
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| Administrative expenses: | ||||||||||||
| - depreciation of right-of-use asset | ||||||||||||
| - expense relating to short-term leases | ||||||||||||
| - expense relating to leases of low-value assets | ||||||||||||
| Finance costs: | ||||||||||||
| - interest expense on lease liability | ||||||||||||
| (e) |
| Weighted average incremental borrowing rate | Within one year | One to five years | Total | |||||||||||||
| % | RM | RM | RM | |||||||||||||
| June 30, 2025 | ||||||||||||||||
| Lease liability | ||||||||||||||||
| June 30, 2024 | ||||||||||||||||
| Lease liability | ||||||||||||||||
| (f) | The Group leases several assets that include extension and termination options. These are used to maximize operational flexibility in terms of managing the assets used in the Group’s operations. Management determines whether these extension and termination options are reasonably certain to be executed. |
As at June 30, 2025, there are no undiscounted potential future rental payments that are not included in the lease term.
| (g) | For the purpose of the statements of cash flows, the reconciliation of liability arising from financing activities as follows: |
June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| As of July 1 | ||||||||||||
| Cash flows | ( | ) | ( | ) | ( | ) | ||||||
| Interest expense of lease liability | ||||||||||||
| As of June 30 | ||||||||||||
F-21
6. INTANGIBLE ASSETS
| Supply/Service Agreements | Computer system | Goodwill | Total | |||||||||||||
| RM | RM | RM | RM | |||||||||||||
| June 30, 2025 | ||||||||||||||||
| Cost | ||||||||||||||||
| As of July 1 | ||||||||||||||||
| Additions | ||||||||||||||||
| Written off | ( | ) | ( | ) | ||||||||||||
| As of June 30 | ||||||||||||||||
| Accumulated amortization and impairment loss | ||||||||||||||||
| As of July 1 | ( | ) | ( | ) | ( | ) | ||||||||||
| Charge for the year | ( | ) | ( | ) | ( | ) | ||||||||||
| Written off | ||||||||||||||||
| Impairment loss | ( | ) | ( | ) | ( | ) | ||||||||||
| As of June 30 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net carrying amount | ||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||
| Supply/Service Agreements | Computer system | Goodwill | Total | |||||||||||||
| RM | RM | RM | RM | |||||||||||||
| June 30, 2024 | ||||||||||||||||
| Cost | ||||||||||||||||
| As of July 1, 2023 and June 30, 2024 | ||||||||||||||||
| Accumulated amortization | ||||||||||||||||
| As of July 1 | ( | ) | ( | ) | ( | ) | ||||||||||
| Charge for the year | ( | ) | ( | ) | ( | ) | ||||||||||
| As of June 30 | ( | ) | ( | ) | ( | ) | ||||||||||
| Net carrying amount | ||||||||||||||||
As of June 30, 2024 | ||||||||||||||||
Amortization expenses of intangible assets were RM
Write-off of intangible assets was RM
Impairment of goodwill and other intangible assets were RM
F-22
6. INTANGIBLE ASSETS (CONT’D)
Supply/Service Agreements
Supply Agreement, Service Agreement and the Reseller and Drone Service Agreement (“Supply/Service Agreements”) recognized in a business combination is a contract-based intangible asset at the acquisition date and is initially measure at cost. After initial recognition, Supply/Service Agreement is measured at cost less accumulated amortization and accumulated impairment losses.
For the purpose of initial cost recognition, The Group had appointed Independent Valuer (“the Valuer”) to value Supply/Service Agreement based on Discounted Cash Flow Valuation Model (“DCF valuation model”), where the Valuer has adopted the mid-point cost of equity (“Ke”) as the discount rate for future cash flows on June 3, 2021.
The initial cost recognition was taken the following basis into consideration:
| ● | the expected cash flows received by Digital Agrophonic Sdn Bhd (“DASB”) derived from the execution of the Supply/Service Agreements, whereby DASB is authorised to sell, promote, market the products and drone services to customers net present value of such cash flows. Subsequent to the execution of the Reseller and Drone Service Agreement, DASB has signed the Supply Agreement and Service Agreement for:- |
| (i) | provision of all-in-one drone services to streamline workflows on farms and plantation which includes but not limited to spraying pest protection solution for a variety of crops for a period of ten (10) years; and | |
| (ii) | purchase of Multi-Rotor Agricultural unmanned aerial vehicles (“UAV”) manufactured and marketed under the trademark of Guangzhou Xaircraft Technology Co. Ltd (“GXT”) for a period of ten (10) years and Multi-Rotor Agricultural UAVs from other suppliers from other countries. |
| ● | the potential future economic benefits expected to derived from the Reseller and Drone Services Agreement for the next ten (10) years period with an option to renew for another five (5) years; and |
| ● | rationale and prospects of the Subscription. |
The calculation initial cost of Supply/Service Agreement are most sensitive the following assumptions:
| (i) | Revenue and income pursuant to the Reseller and Drone Service Agreement, the Supply Agreement, and the Service Agreement for the period from ten (10) years, which is derived from 2 main sources as follows: |
| ● | Sale of Products – Multi-Rotor Agricultural UAVs | |
| ● | Drone Services – Services of providing all-in-one drone services to streamline workflows on farms and plantations which includes but not limited to spraying pest protection solution for a variety of crops. |
| The selling price per unit of the products are approximately RM | ||
| Drone Services provided will be charged at a rate of approximately RM |
| (ii) | There will be no unusual events or transactions that will materially affect the operations or results of DASB. |
| (iii) | There will be no legal proceedings against DASB which will adversely affect the activities or performance of DASB or give rise to any contingent liabilities, which will materially affect the position or business of DASB. |
| (iv) | There will be no adverse effects from weather conditions, industrial accidents or other similar occurrence, climatic diseases, wars, terrorist attacks, and other natural risks, both domestically and internationally, that may affect the operations, income and expenditure of DASB. |
| (v) | DASB meets all the regulations and standards prescribed by the authorities. |
| (vi) | There will be not any substantial impairment to the carrying value of DASB’s non-current assets. |
| (vii) | Pre-tax discount rate of |
F-23
6. INTANGIBLE ASSETS (CONT’D)
Computer system
Computer system comprise of source codes recognized in a business combination at the acquisition date and source codes purchased from third parties, which were held for use in the production or supply of goods or services to customers. The source codes are initially measure at cost. After initial recognition, source codes are measured at cost less accumulated amortization and accumulated impairment losses.
Amortization is calculated to write down the cost
of the assets to their residual values on a straight-line basis over their estimated useful lives. The estimated useful lives represent
common life expectancies applied in the various business segments of the Group. The principal annual rates used are between range of
The computer system is written-off when it is disposed of or when no future economic benefits are expected from its use or disposal, with any gain or loss recognized in the statements of operations and other comprehensive loss.
Goodwill
Goodwill recognized in a business combination is an asset at the acquisition date and is initially measured at cost. After initial recognition, goodwill is measured at cost less accumulated impairment losses.
For the purpose of impairment testing, goodwill impairment is assessed at least annually and whenever there are indicator of impairment. Goodwill is allocated to the Group’s CGUs which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes.
The recoverable amounts of the CGUs have been
determined based on value in use (“VIU”) calculations. The VIU is calculated using the pre-tax cash flow projections based
on financial budgets approved by management covering a five-year followed by a long-term growth rate of
The calculations of VIU for the CGUs are most sensitive to the following assumptions:
| (i) | Revenue growth rates |
The forecasted growth rates are determined based on past performance of the CGUs.
| (ii) | Expenses growth rate |
Expenses are projected at annual increase of approximately
| (iii) | Pre-tax discount rates |
Pre-tax discount rate of
| (iv) | Profit margin |
Profit margins are projected based on the historical profit margin achieved or predetermined profit margin for the CGUs.
With regards to the assessment of the value-in-use of the CGU relating to goodwill, intangible assets and property, plant and equipment, impairment loss of RM7,, RM8, and RM6, were recognized respectively on consolidation for current financial year as its recoverable value was lower than its carrying values.
F-24
7. TRADE RECEIVABLES, NET
June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Trade receivables | ||||||||
| - Third parties | ||||||||
| Impairment allowance | ||||||||
| Balance as of July 1 | ( | ) | ||||||
| Reversal/(addition) | ( | ) | ||||||
| Balance as of June 30 | ( | ) | ||||||
| Net balance | ||||||||
| (a) | Trade receivables are classified as financial assets measured at amortized cost. |
| (b) | Trade receivables are non-interest bearing and the normal credit terms of trade receivables granted by the Group ranged from 30 to 210 days (June 30, 2024: 30 to 210 days). Other credit terms are assessed and approved on a case-by-case basis. They are recognized at their original invoices amounts, which represent their fair values on initial recognition. |
| (c) | Trade receivables that do not contain a significant financing component are recognized based on the simplified approach using the lifetime expected credit losses. |
| The Group uses an allowance matrix to measure the expected credit loss of trade receivables from individual customers. Expected loss rates are calculated using the roll rate based on the probability of a receivable progressing through successive stages of delinquency to 210 days past due. |
| The expected loss rates are based on the historical credit losses experienced by the Group. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the customers of the Group. The Group has identified the base lending rate, unemployment rate, inflation rate and labor force participation as the key macroeconomic factors. Nevertheless, the Group believe that these factors are immaterial for the purpose of impairment calculation for the year. |
| (d) | For trade receivables, which are reported net, such impairments are recorded in a separate impairment account with the loss being recognized within administrative expenses in the statements of profit or loss and other comprehensive income. On confirmation that the trade receivable would not be collectable, the gross carrying value of the asset would be written off against the associated impairment. |
| Subsequent reversal of an impairment loss for trade receivables is recognized in the statement of operations and other comprehensive loss as a reversal of impairment losses upon settlement from the credit-impaired trade receivables. |
| Management exercised significant judgments in determining the probability
of default by trade receivables and appropriate forward-looking information. Reversal of impairment loss of RM |
| (e) |
| IOT segment – third parties | ||||
| RM | ||||
| June 30, 2025 | ||||
| Current | ||||
| Less: Impairment allowance | ||||
| Total | ||||
| June 30, 2024 | ||||
| Current | ||||
| Past due: | ||||
| 1 to 30 days | ||||
| 31 to 120 days | ||||
| Less: Impairment allowance | ( | ) | ||
| Total | ||||
| (f) | The Group does not have significant exposure to single customers or to industry groups and does not anticipate the carrying amounts recorded at the end of the reporting period to be significantly different from the values that would eventually be received. |
F-25
8. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS, NET
| June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Other receivables | ||||||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Less : Impairment allowance | ( | ) | ||||||
| (a) | Other receivables and deposits are classified as financial assets measured at amortized cost. |
| (b) | The impairment loss for the year ended June 30, 2025 result from delay in deposit refund was RM |
9. CASH AND BANK BALANCES
| June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Cash and bank balances | ||||||||
| Fixed deposits with original maturities of three months or less | ||||||||
Cash and bank balances are classified as financial assets measured at amortized cost.
10. TRADE PAYABLES
| June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Current | ||||||||
| Trade payables | ||||||||
| - Third parties | ||||||||
| - Related parties | ||||||||
| Ageson Mantap Sdn. Bhd. (Renovation services) | ||||||||
| (a) | Trade payables are classified as financial liabilities measured at amortized cost. |
| (b) | Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from |
| (c) | The maturity profile of the trade payables of the Group at the end of the reporting period based on contractual undiscounted repayment obligations is repayable on demand or within |
F-26
11. OTHER PAYABLES AND ACCRUALS
| June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Other payables | ||||||||
| Accruals | ||||||||
| (a) | Other payables and accruals are classified as financial liabilities measured at amortized cost. |
| (b) | The maturity profile of the other payables of the Group at the end of the reporting period based on contractual undiscounted repayment obligations is repayable on demand or within one ( |
12. DEFERRED TAX LIABILITIES
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| As of July 1 | ||||||||||||
| Recognized in profit or loss | ( | ) | ( | ) | ||||||||
| As of June 30 | ||||||||||||
Components of deferred tax assets and liabilities at the end of each reporting period comprise the tax effects of:
June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Excess of net carrying amount over tax written down value of plant and equipment | ||||||||
| Unabsorbed capital allowances | ( | ) | ( | ) | ||||
| Unabsorbed tax losses | ( | ) | ( | ) | ||||
| Intangible assets | ||||||||
13. SHARE CAPITAL
| June 30, 2025 | June 30, 2024 | |||||||||||||||
| Number of | Number of | |||||||||||||||
| shares* | Amount | shares* | Amount | |||||||||||||
| RM | RM | |||||||||||||||
| Issued and fully paid ordinary shares | ||||||||||||||||
| As at end of the year | ||||||||||||||||
| * |
On May 29, 2025, ARB IOT Group Limited has
effectuated reverse share split of the Company’s issued and unissued ordinary shares (the “Ordinary Share”) at a
ratio
All comparative figures for number of shares and per-share data have been retrospectively adjusted to reflect the reverse share split. The total share capital remained unchanged.
Owners of the Company are entitled to receive
dividends as and when declared by the Company and are entitled to
F-27
14. NON-CONTROLLING INTERESTS
| June 30, 2025 | June 30, 2024 | |||||||
| RM | RM | |||||||
| Non-controlling interests | ||||||||
| (a) |
| June 30, 2025 | ARB Lab | |||
| NCI percentage of ownership interest and voting interest (%) | ||||
| Carrying amount of NCI (RM) | ||||
| Profit/(loss) allocated to NCI (RM) | ||||
| Total comprehensive income/(loss) allocated to NCI (RM) | ||||
ARB Lab Sdn. Bhd. (“ARB
Lab”) was incorporated in Malaysia as a private company limited by shares on December 16, 2020, with an issued and paid-up
capital of RM
| June 30, 2024 | ARB WMS | ARB Distribution | ARB Lab | Total | ||||||||||||
| NCI percentage of ownership interest and voting interest (%) | ||||||||||||||||
| Carrying amount of NCI (RM) | ||||||||||||||||
| (Loss)/profit allocated to NCI (RM) | ( | ) | ||||||||||||||
| Total comprehensive (loss)/income allocated to NCI (RM) | ( | ) | ||||||||||||||
| June 30, 2023 | ARB Robotic Group | ARB WMS | ARB Distribution | Other individually immaterial subsidiaries | Total | |||||||||||||||
| NCI percentage of ownership interest and voting interest (%) | % | % | ||||||||||||||||||
| Carrying amount of NCI (RM) | ( | ) | ||||||||||||||||||
| Profit/(loss) allocated to NCI (RM) | ( | ) | ( | ) | ||||||||||||||||
| Total comprehensive income/(loss) allocated to NCI (RM) | ( | ) | ( | ) | ||||||||||||||||
| (b) |
June 30, 2025
As of June 30, 2025, there is no material NCI financial information of the subsidiaries to be disclosed.
June 30, 2024
| ARB WMS | ARB Distribution | |||||||
| RM | RM | |||||||
| Results | ||||||||
| Revenue | ||||||||
| (Loss)/profit for the financial year | ( | ) | ||||||
| Total comprehensive (loss)/income | ( | ) | ||||||
| Cash flows (used in)/generated from operating activities | ( | ) | ||||||
| Cash flows generated from investing activities | ||||||||
| Cash flows used in financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
F-28
14. NON-CONTROLLING INTERESTS (CONT’D)
| (c) | Acquisition of non-controlling interest. |
June 30, 2025
There is no acquisition and disposal of non-controlling interest during the financial year.
June 30, 2024
On October 6, 2023, AIGSB, disposed
On May 31, 2024, the Group had acquired additional
ARB WMS’s
Other than the above subsidiaries, the controlling equity interest of individually immaterial subsidiaries remains unchanged for the year ended June 30, 2024.
15. REVENUE
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| Revenue from contracts with customers | ||||||||||||
| Project management fees – related companies | ||||||||||||
| Project management fees – third parties | ||||||||||||
| Sale of goods – related parties | ||||||||||||
| Sale of goods – third parties | ||||||||||||
| Timing of revenue recognition | ||||||||||||
| Transferred at a point in time | ||||||||||||
| (a) | Project management |
Revenue from project management fees are recognized at a point in time when control of the goods is passed to the customer, which is point in time when the significant risks and rewards are transferred to the customer and the transaction has met the probability of inflows and measurement reliability requirements of IFRS 15.
| (b) | Sale of goods |
The Group is engaged in supply and install customised IoT software or hardware. The majority of the sale of goods contracts are supply and install customised a set of IoT Smart Agriculture solution and customised source codes and reseller of mobile gadget and the relevant accessories.
Revenue from sale of goods is recognized at a point in time when the Group satisfies a performance obligation by transferring a promised good (i.e. an asset) to a customer. An asset is transferred as and when a customer obtains control of that asset which coincides with the delivery of goods and acceptance by the customer.
There is no material right of return and warranty provided to the customers on the sale of goods and there is no significant financing component in the revenue arising from sale of goods as the sales are made on the normal credit terms not exceeding twelve months.
F-29
16. (LOSS)/PROFIT BEFORE TAX
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| (Loss)/profit before tax is arrived at after charging: | ||||||||||||
| Depreciation of: | ||||||||||||
| - property, plant and equipment | ||||||||||||
| - right-of-use assets | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Staff Cost - Group directors' remuneration | ||||||||||||
| Staff Cost - Subsidiary director's remuneration | ||||||||||||
| Staff Cost - Other staff cost | ||||||||||||
| Directors’ remuneration | ||||||||||||
| Intangible assets written-off | ||||||||||||
| Loss on disposal of subsidiaries | ||||||||||||
| Interest expense of lease liabilities | ||||||||||||
| Impairment loss on deposits | ||||||||||||
| Impairment loss on goodwill | ||||||||||||
| Impairment loss on other intangible assets | ||||||||||||
| Impairment loss on property, plant and equipment | ||||||||||||
| Property, plant and equipment written off | ||||||||||||
| Low value lease | ||||||||||||
| Short term lease | ||||||||||||
| Waiver of debts granted | ||||||||||||
| And crediting: | ||||||||||||
| Gain on disposal of subsidiaries | ( | ) | ||||||||||
| Interest income | ( | ) | ( | ) | ( | ) | ||||||
| Reversal of impairment on trade receivables | ( | ) | ||||||||||
| Waiver of debt received | ( | ) | ||||||||||
17. TAX EXPENSE
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| Income tax | ||||||||||||
| - Current year provision | ||||||||||||
| - Under/(over) provision in prior year | ( | ) | ||||||||||
| ( | ) | |||||||||||
| Deferred tax (Note 12) | ||||||||||||
| - Relating to origination and reversal of temporary differences | ( | ) | ||||||||||
| - Overprovision in prior year | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||||
| ( | ) | ( | ) | ( | ) | |||||||
Malaysian income tax is calculated at the statutory
tax rate of
Under the current and applicable laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.
Singapore income tax for companies is calculated
at the statutory tax rate of
F-30
17. TAX EXPENSE (CONT’D)
Numerical reconciliation between the average effective tax rate and the applicable tax rate of the Group is as follows:
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| (Loss)/profit before tax | ( | ) | ( | ) | ||||||||
| Tax at Malaysian statutory rate of | ( | ) | ( | ) | ||||||||
| Tax effects in respect of: | ||||||||||||
| Non-allowable expenses | ||||||||||||
| Non-taxable income | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax assets not recognized | ||||||||||||
| Changes in unrecognized temporary differences | ( | ) | ( | ) | ||||||||
| Tax exempt income | ( | ) | ||||||||||
| Utilisation of unrecognized deferred tax assets | ( | ) | ( | ) | ||||||||
| Unabsorbed tax losses disregard | ||||||||||||
| Changes in recognized temporary differences | ||||||||||||
| ( | ) | |||||||||||
| Under/(over) provision in prior years: | ||||||||||||
| Income tax | ( | ) | ||||||||||
| Deferred tax | ( | ) | ( | ) | ( | ) | ||||||
| Tax expense | ( | ) | ( | ) | ( | ) | ||||||
The Group’s effective tax rate for the years
ended June 30, 2025, 2024 and 2023 was
18. (LOSS)/EARNING PER ORDINARY SHARE (“EPS”)
| (a) | Basic (loss)/earning per share |
The basic (loss)/earning per share of the Group is calculated based on the (loss)/profit attributable to Owners (ordinary equity holders) of the Company divided by the weighted average number of ordinary shares in issue.
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| (Loss)/profit attributable to Owners of the Company (RM) | ( | ) | ( | ) | ||||||||
| Weighted average number of ordinary shares in issue * | ||||||||||||
| Basic (loss)/earning per share (RM) | ( | ) | ( | ) | ||||||||
F-31
18. (LOSS)/EARNING PER ORDINARY SHARE (“EPS”) (CONT’D)
| (b) | Diluted (loss)/earning per share |
The diluted (loss)/earning per share of the Group for the years ended June 30, 2025, 2024 and 2023 are same as the basic (loss)/earning per share of the Group as the Group has no dilutive potential ordinary shares.
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| (Loss)/profit attributable to Owners of the Company (RM) | ( | ) | ( | ) | ||||||||
| Weighted average number of ordinary shares in issue * | ||||||||||||
| Diluted (loss)/earning per share (RM) | ( | ) | ( | ) | ||||||||
| * | Retrospectively restated for effect of reverse share split. |
On May 29, 2025, ARB IOT Group Limited has
effectuated reverse share split of the Company’s issued and unissued ordinary shares (the “Ordinary Share”) at a
ratio 1 for 15, with a new par value of USD
19. EMPLOYEE BENEFITS
The employee benefits included in administrative expenses in the consolidated statements of operations and other comprehensive loss are as follows:
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| Salaries, wages, bonuses and allowances | ||||||||||||
| Defined contribution plans | ||||||||||||
| Social security contributions | ||||||||||||
| Other employee benefits | ||||||||||||
Included in the employees’ benefits are
directors’ remuneration (salaries, fees and other emoluments) of RM
20. OPERATING SEGMENTS
The Group’s businesses are organized into business units based on their products and services provided. The performance of each segment is measured based on the internal management report reviewed by Chief Operating Decision Maker. The Group business segments as follow:
| (a) | Internet of Things (“IoT”) |
| (b) | Investment holding and others |
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.
F-32
20. OPERATING SEGMENTS (CONT’D)
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The inter-segment transactions have been entered into at arms-length with terms mutually agreed between the segments and have been eliminated to arrive at the Group’s results.
| (a) | Business segments |
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by business segment:
As of June 30, 2025
| IoT | Investment holding and others | Total | ||||||||||
| RM | RM | RM | ||||||||||
| Assets | ||||||||||||
| Segment assets | ||||||||||||
| Deferred tax assets and tax recoverable | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Segment liabilities | ||||||||||||
| Deferred tax liabilities and tax payable | ||||||||||||
| Total liabilities | ||||||||||||
| Revenue | ||||||||||||
| Total revenue | ||||||||||||
| - Inter-segment revenue | ||||||||||||
| Revenue from external parties | ||||||||||||
| Results | ||||||||||||
| Profit/(loss) before interest, depreciation, impairment and tax | ( | ) | ||||||||||
| Depreciation of: | ||||||||||||
| - property, plant and equipment | ( | ) | ( | ) | ||||||||
| - right-of-use assets | ( | ) | ( | ) | ||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||
| Impairment loss on deposits | ( | ) | ( | ) | ||||||||
| Impairment loss on other intangible assets | ( | ) | ( | ) | ||||||||
| Impairment loss on goodwill | ( | ) | ( | ) | ||||||||
| Impairment loss on property, plant and equipment | ( | ) | ( | ) | ||||||||
| Reversal of impairment of trade receivable | ||||||||||||
| Waiver of debts | ( | ) | ( | ) | ||||||||
| Finance income, net | ||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||
| Tax expense | ( | ) | ||||||||||
| Loss for the financial year | ( | ) | ( | ) | ( | ) | ||||||
F-33
20. OPERATING SEGMENTS (CONT’D)
| (a) | Business segments (Cont’d) |
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by business segment: (Cont’d)
| As of June 30, 2024 | ||||||||||||
| IoT | Investment holding and others | Total | ||||||||||
| RM | RM | RM | ||||||||||
| Assets | ||||||||||||
| Segment assets | ||||||||||||
| Deferred tax assets and tax recoverable | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Segment liabilities | ||||||||||||
| Deferred tax liabilities and tax payable | ||||||||||||
| Total liabilities | ||||||||||||
| Additions to non-current assets: | ||||||||||||
| Property, plant and equipment | ||||||||||||
| Revenue | ||||||||||||
| Total revenue | ||||||||||||
| - Inter-segment revenue | ||||||||||||
| Revenue from external parties | ||||||||||||
| Results | ||||||||||||
| Loss before interest, depreciation and tax | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation of: | ||||||||||||
| - property, plant and equipment | ( | ) | ( | ) | ||||||||
| - right-of-use assets | ( | ) | ( | ) | ||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||
| Finance income | ||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||
| Tax expense | ( | ) | ||||||||||
| Loss for the financial year | ( | ) | ( | ) | ( | ) | ||||||
F-34
20. OPERATING SEGMENTS (CONT’D)
| (a) | Business segments (Cont’d) |
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by business segment: (Cont’d)
| As of June 30, 2023 | ||||||||||||
| IoT | Investment holding and others | Total | ||||||||||
| RM | RM | RM | ||||||||||
| Assets | ||||||||||||
| Segment assets | ||||||||||||
| Deferred tax assets and tax recoverable | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Segment liabilities | ||||||||||||
| Deferred tax liabilities and tax payable | ||||||||||||
| Total liabilities | ||||||||||||
| Additions to non-current assets: | ||||||||||||
| Property, plant and equipment | ||||||||||||
| Revenue | ||||||||||||
| Total revenue | ||||||||||||
| - Inter-segment revenue | - | |||||||||||
| Revenue from external parties | ||||||||||||
| Results | ||||||||||||
| Loss before interest, depreciation and tax | ( | ) | ||||||||||
| Depreciation of: | ||||||||||||
| - property, plant and equipment | ( | ) | ( | ) | ||||||||
| - right-of-use assets | ( | ) | ( | ) | ||||||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||||||
| Finance income | ||||||||||||
| Profit/(loss) before tax | ( | ) | ||||||||||
| Tax expense | ( | ) | ||||||||||
| Profit/(loss) for the financial year | ( | ) | ||||||||||
| (b) | Geographical segments |
The Group operates predominantly in Malaysia and revenue from overseas is insignificant. Accordingly, the information by geographical segment is not presented.
F-35
21. RELATED PARTY DISCLOSURES
| (a) | Identification of related parties |
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
Related parties also include Key Management Personnel defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The Key Management Personnel include all the Directors of the Group.
The Group has related party relationship with its subsidiaries, Directors and companies in which Directors of the Group have interest.
| (b) |
| For the year ended | ||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2023 | ||||||||||
| RM | RM | RM | ||||||||||
| Related companies | ||||||||||||
| - Project management fee income | ||||||||||||
| - Rendering of information technology system | ||||||||||||
| - Project management fee expenses& | ( | ) | ( | ) | ||||||||
| Related parties | ||||||||||||
| - Sale of goods | ||||||||||||
| - Purchase of property, plant and equipment | ( | ) | ||||||||||
| - Renovation work expenses | ( | ) | ( | ) | ||||||||
| - Rental paid* | ( | ) | ( | ) | ( | ) | ||||||
| & | |
| * |
The related party transactions described above were carried out on agreed contractual terms and conditions and in the ordinary course of business between the related parties of the Group.
| (c) | Compensation of key management personnel |
The key management personnel comprise the Directors of the Group and their remuneration during the financial year are disclosed in Note 16 to the consolidated financial statements.
Liew Kok Leong is the Chairman of the Board and Chief Executive Officer of the Group.
F-36
22. RISK MANAGEMENT OVERVIEW
The overall financial risk management objective of the Group is to optimize its shareholders value and not to engage in speculative transactions.
The Group is exposed mainly to market risk (which comprises interest rate risk), credit risk and liquidity and cash flow risk arising from their business activities.
| (a) | Market risk: Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments of the Group and of the Company will fluctuate because of changes in market interest rates. The exposure to market risk of the Group for changes in interest rates relates primarily to the deposits placed with licensed banks of the Group.
Sensitivity analysis for interest rate risk
The Group is not exposed to interest rate risk as the interest-bearing financial instruments carry fixed interest rates. As such, sensitivity analysis is not disclosed.
| (b) | Credit risk |
Exposure to credit risk arises mainly from sales made on credit terms. The Group controls the credit risk on sales by ensuring that its customers have sound financial position and credit history. The Group also seeks to invest cash assets safely and profitably with approved financial institutions in line with the policy of the Group.
Exposure to credit risk
At the end of each reporting period, the maximum exposure to credit risk of the Group and of the Company is represented by the carrying amount of each class of financial assets recognized in the consolidated statements of financial position. Information regarding credit enhancement for trade receivables, net and cash and bank balances are disclosed in Notes 7 and 9 respectively.
| (c) | Liquidity and cash flow risk |
Liquidity and cash flow risks are the risks that the Group and the Company will not be able to meet their financial obligation when they are fall due. The exposure of the Group and of the Company to liquidity risk are principally from their payable and lease liabilities.
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all operating, investing and financing needs are met. In executing its liquidity risk management strategy, the Group measures and forecasts its cash commitments and maintains a level of cash and cash equivalents deemed adequate to finance the activities of the Group.
The analysis of consolidated financial instruments by remaining contractual maturities has been disclosed in Notes 5, 10 and 11 to the consolidated financial statements respectively.
F-37
23. BUSINESS COMBINATION
| (a) | Acquisition of equity interest in subsidiaries |
On July 15, 2024, AIGSB acquired ARB
Synergy through trust deed with Liew Kok Leong (“Trustee”), whereby Trustee is a registered holder of
The fair value of consideration transferred and the effects on cash flows of the acquisitions of subsidiaries are as follows:
June 30, 2025
| ARB Synergy | ARB Databook | Total | ||||||||||
| RM | RM | RM | ||||||||||
| Net assets upon acquired | ( | ) | ( | ) | ( | ) | ||||||
| Less: NCI | ||||||||||||
| Equity shares acquired | % | % | % | |||||||||
| Group’s share of net assets acquired | ( | ) | ( | ) | ( | ) | ||||||
| Add: Goodwill on consolidation | ||||||||||||
| Total fair value of consideration for the acquisitions | ( | ) | ||||||||||
| Fair value consideration for the acquisitions | ( | ) | ||||||||||
| Less: Consideration paid | ( | ) | ||||||||||
| Total consideration satisfied by cash | ||||||||||||
| Less: Cash and cash equivalents of subsidiaries | ( | ) | ( | ) | ||||||||
| Cash inflow from acquisitions of subsidiaries | ( | ) | ( | ) | ||||||||
June 30, 2024
In the previous financial year 2024, ARB Techsymbol
acquired ARB WMS additional ordinary shares of
The fair value of consideration transferred and the effects on cash flows of the acquisitions of subsidiaries were as follows:
| ARB WMS | ||||
| RM | ||||
| Net assets upon acquired | ||||
| Less: NCI | ||||
| Equity shares acquired | % | |||
| Group’s share of net assets acquired | ||||
| Less: Negative goodwill on consolidation recognized in consolidated statement of profit or loss | ( | ) | ||
| Total fair value of consideration for the acquisitions | ||||
| Fair value consideration for the acquisitions | ||||
| Less: Consideration paid | ||||
| Total consideration satisfied by cash | ||||
F-38
23. BUSINESS COMBINATION (CONT’D)
June 30, 2023
During financial year 2023, there were acquisitions of ARB Synergy and its subsidiary, namely ARB Databook, collectively as Synergy Group.
The fair value of consideration transferred and the effects on cash flows of the acquisitions of subsidiaries were as follows:
ARB Group | ||||
| Fair value consideration for the acquisitions | ||||
| Less: Consideration paid in previous year as other investments | ( | ) | ||
| Total consideration satisfied by cash | ( | ) | ||
The recognized provisional fair values of identifiable assets and liabilities of subsidiaries at acquisition date were as follows:
| ARB Synergy Group | ||||
| Cash and bank balances | ||||
| Other receivables | ||||
| Other payables and accruals | ( | ) | ||
| Net assets | ( | ) | ||
| Non-controlling interests measured at fair value | ||||
| Group’s share of net assets | ( | ) | ||
| Add: Goodwill on consolidation | ||||
| Total fair value of consideration for the acquisitions | ||||
The fair value of the non-controlling interest represents its share of the fair value of subsidiaries at the acquisition date, estimated using the purchase price allocation method. The bargain purchase on business combination is not taxable for tax purpose.
| (b) | Disposal of equity interest in subsidiaries |
June 30, 2025
The strike-off companies are presented in Note 2.
F-39
23. BUSINESS COMBINATION (CONT’D)
June 30, 2024
During the financial year, there are disposal ARB Midware and its subsidiary, ARB Distribution (“ARB Midware Group”).
The effects on the Group’s consolidated financial statements is as follows:
| ARB Midware | ||||
| Group | ||||
| RM | ||||
| Cash proceed | ||||
| Less: Cost of investment in subsidiaries | ( | ) | ||
| Gain/(loss) on disposal of subsidiaries at subsidiaries’ company level | ||||
| Post-acquisition reserves recognized up to the date of disposal | ( | ) | ||
| ( | ) | |||
| Realization of foreign currency translation gain reclassified from reserve | ||||
| Loss on disposal of subsidiaries at the Group level | ( | ) | ||
The value of assets and liabilities of disposal of subsidiaries are as follows:
| ARB Midware | ||||
| Group | ||||
| RM | ||||
| Trade receivables | ||||
| Other receivables, prepayments and deposits | ||||
| Cash and bank balances | ||||
| Trade payables | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Tax payables | ( | ) | ||
| Non-controlling interest | ( | ) | ||
| Add: Goodwill | ||||
| Loss on disposal of subsidiaries at the Group level | ( | ) | ||
| Net disposal proceeds | ||||
| Cash and cash equivalents of subsidiaries disposed | ( | ) | ||
| Net cash outflow upon disposal of subsidiaries | ( | ) | ||
F-40
23. BUSINESS COMBINATION (CONT’D)
June 30, 2023
During financial year 2023, there was disposal of ARB Synergy Sdn. Bhd. and its subsidiary, ARB Databook Pte. Ltd.
The effects on the Group’s consolidated financial statements were as follows:
| ARB Synergy | ||||
| Group | ||||
| RM | ||||
| Cash proceed | ||||
| Less: Cost of investment in subsidiaries | ( | ) | ||
| Gain/(loss) on disposal of subsidiaries at subsidiaries’ company level | ||||
| Post-acquisition reserves recognized up to the date of disposal | ( | ) | ||
| Realisation of foreign currency translation gain reclassified from reserve | ( | ) | ||
| Gain on disposal of subsidiaries at the Group level | ||||
The value of assets and liabilities of disposal of subsidiaries are as follows:
| ARB Synergy | ||||
| Group | ||||
| RM | ||||
| Other receivables, prepayments and deposits | ||||
| Cash and bank balances | ||||
| Other payables and accruals | ( | ) | ||
| ( | ) | |||
| Realization of foreign currency translation gain reclassified from reserve | ||||
| ( | ) | |||
| Add: Goodwill | ||||
| ( | ) | |||
| Gain on disposal of subsidiaries at the Group level | ||||
| Net disposal proceeds | ||||
| Cash and cash equivalents of subsidiaries disposed | ( | ) | ||
| Net cash outflow upon disposal of subsidiaries | ( | ) | ||
F-41
24. RECLASSIFICATION OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS
The Group restated the accompanying consolidated financial statements and related notes. As a result of this reclassification, there was no change in the assets, liabilities and equity or net revenues and expenses. Furthermore, there was no change in the net increase in cash and cash equivalents.
IN CONSOLIDATED STATEMENT OF CASH FLOWS:
| Operating activities for the year ended June 30, 2024: | Previously reported | Adjustments/ Reclassification | Restated | |||||||||
| RM | RM | RM | ||||||||||
| Interest received | ( | ) | ||||||||||
| Investing activities for the year ended June 30, 2024: | Previously reported | Adjustments/ Reclassification | Restated | |||||||||
| Interest received | ||||||||||||
| Proceed from redemption of non-convertible redeemable of preference shares by non-controlling interest of a subsidiary | ( | ) | ||||||||||
| Financing activities for the year ended June 30, 2024: | Previously reported | Adjustments/ Reclassification | Restated | |||||||||
| Proceed from redemption of non-convertible redeemable of preference shares by non-controlling interest of a subsidiary | ( | ) | ( | ) | ||||||||
| Operating activities for the year ended June 30, 2023: | Previously reported | Adjustments/ Reclassification | Restated | |||||||||
| RM | RM | RM | ||||||||||
| Interest received | ( | ) | ||||||||||
| Investing activities for the year ended June 30, 2023: | Previously reported | Adjustments/ Reclassification | Restated | |||||||||
| Interest received | ||||||||||||
25. SIGNIFICANT EVENT SUBSEQUENT TO THE END OF THE REPORTING PERIOD
The consolidated financial statements were approved and authorized for issue by the board of directors on October 31, 2025.
The Group has assessed all events occurred from June 30, 2025, up through October 31, 2025, which is the date that these consolidated financial statements are available to be issued. Save as disclosed elsewhere in this report, there are not any material subsequent events that would require disclosure in these consolidated financial statements.
F-42
Exhibit 1.3
SECRETARY’S CERTIFICATE
OF
ARB IOT Group Limited
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
We, Conyers Trust Company (Cayman) Limited, Secretary of ARB IOT Group Limited (the “Company”) DO HEREBY CERTIFY that the following are:
| i. | a Special Resolution passed by the Members of the Company on 14th May 2025, which became effective on 2nd June 2025 with the Range (as defined in the special resolution) approved by the board of directors of the Company in the Board Resolution (as defined below), and that such resolution has not been modified: |
Special Resolution
The Chairman put the resolution to the Meeting and, IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT:
(a) a share consolidation of the Company’s issued and unissued Ordinary Shares, par value US$0.0001 each be approved at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-twenty (20), with the exact ratio to be set at a whole number within this Range to be determined by the Board in its sole discretion within 365 calendar days after the date of passing of these resolutions; and
(b) and in respect of any and all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued Ordinary Shares to be issued to shareholders of the Company to round up any fractions of Ordinary Shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.
 | ||
| www.verify.gov.ky File#: 387871 | Filed: 03-Jun-2025 14:33 EST Auth Code: C09962634041 |
| ii. | an extract of a board resolution passed by the directors of the Company on 14th May 2025 (the “Board Resolution”) approving the Range (as defined in the Special Resolution above) and effective date of the Special Resolution stated in i. above, and that such resolutions have not been modified: |
Board Resolution
RESOLVED, that effective 8:00 a.m. (Eastern Time) on Monday, May 26, 2025, or as soon thereafter as practicable, each fifteen (15) issued and unissued Ordinary Shares shall be combined into one (1) Ordinary Share of the Company (the “Share Consolidation”), without any further action by the holders of existing issued and outstanding Ordinary Shares; and be if further
RESOLVED, that as a result of such Share Consolidation the authorized share capital of the Company shall be amended from US$50,000 divided into 500,000,000 shares of par value US$0.0001 each to US$50,000 divided into 33,333,333 shares of a par value of US$0.0015 each; and be it further
RESOLVED, that it is in the best interests of Company and shareholders that any fractional new share par value US$0.0015 (“New Ordinary Shares”) that would otherwise be issued to a holder as a result of the Share Consolidation will be rounded up to the nearest whole New Ordinary Share; and be it further
| /s/ Rowan Wu | |
| Rowan Wu | |
| for and on behalf of | |
| Conyers Trust Company (Cayman) Limited | |
| Secretary |
Dated this 2nd day of June 2025
| | ||
| www.verify.gov.ky File#: 387871 | Filed: 03-Jun-2025 14:33 EST Auth Code: C09962634041 |
Exhibit 2.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
ARB IOT Group Limited has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our ordinary shares, par value $0.0015 per share. References herein to “we,” “us,” “our” and “Company” refer to ARB IOT Group Limited.
The following represents a summary of our securities and does not purport to be complete. It is subject to and qualified in its entirety by reference to our memorandum and articles of association, as amended, and certain related sections of the Companies Act of the Cayman Islands (the “Companies Act”). We encourage you to read our amended and restated memorandum of association and articles of association, which are attached as exhibits to this annual report, as well as the applicable sections of the Companies Act for additional information.
Share Capital
The authorized share capital of the Company currently is $50,000 divided into 33,333,333 shares, par value of $0.0015 each, comprising 33,333,333 shares of a single class. Our ordinary shares have been listed on the Nasdaq Stock Market since April 5, 2023, under the symbol “ARBB.”
Objects of Our Company. Under our memorandum and articles of association, the objects of our company are unrestricted, and we are capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by section 27(2) of the Companies Act.
Ordinary Shares. Our ordinary shares are issued in registered form and are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.
Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our memorandum and articles of association provide that dividends may be declared and paid out of the funds of our company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividend be paid out of our share premium if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Voting Rights. Voting at any meeting of shareholders is by way of a poll save that in the case of a physical meeting, the chairman of the meeting may decide that a vote be on a show of hands unless a poll is demanded by:
| ● | at least three shareholders present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative for the time being entitled to vote at the meeting; |
| ● | shareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; and |
| ● | shareholder(s) present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorised representative and holding shares in us conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. |
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the issued and outstanding ordinary shares at a meeting. A special resolution will be required for important matters such as a change of name, making changes to our memorandum and articles of association, a reduction of our share capital and the winding up of our company. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.
General Meetings of Shareholders. As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our memorandum and articles of association provide that we shall, if required by the Companies Act, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. All general meetings (including an annual general meeting, any adjourned general meeting or postponed meeting) may be held as a physical meeting at such times and in any part of the world and at one or more locations, as a hybrid meeting or as an electronic meeting, as may be determined by our board of directors in its absolute discretion.
Shareholders’ general meetings may be convened by the chairperson of our board of directors or by a majority of our board of directors. Advance notice of not less than ten clear days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of, at the time when the meeting proceeds to business, two shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting.
The Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.
Transfer of Ordinary Shares. Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a form designated by the relevant stock exchange or any other form approved by our board of directors. Notwithstanding the foregoing, ordinary shares may also be transferred in accordance with the applicable rules and regulations of the relevant stock exchange.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| ● | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; | |
| ● | the instrument of transfer is in respect of only one class of ordinary shares; | |
| ● | the instrument of transfer is properly stamped, if required; | |
| ● | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and | |
| ● | a fee of such maximum sum as the relevant stock exchange may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
2
Liquidation. On the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, such the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares. We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors. Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits, share premium account or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. Whenever the capital of our company is divided into different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be varied with the sanction of a resolution passed by two-thirds of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with such existing class of shares.
Issuance of Additional Shares. Our memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Our memorandum and articles of association also authorizes our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including, among other things:
| ● | the designation of the series; | |
| ● | the number of shares of the series; | |
| ● | the dividend rights, dividend rates, conversion rights and voting rights; and | |
| ● | the rights and terms of redemption and liquidation preferences. |
Our board of directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued shares. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, our memorandum and articles of association have provisions that provide our shareholders the right to inspect our register of shareholders without charge, and to receive our annual audited financial statements.
3
Anti-Takeover Provisions. Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:
| ● | authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and |
| ● | limit the ability of shareholders to requisition and convene general meetings of shareholders. |
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Exempted Company. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:
| ● | does not have to file an annual return of its shareholders with the Registrar of Companies; |
| ● | is not required to open its register of members for inspection; |
| ● | does not have to hold an annual general meeting; |
| ● | may issue negotiable or bearer shares or shares with no par value; |
| ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| ● | may register as an exempted limited duration company; and |
| ● | may register as a segregated portfolio company. |
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
Differences in Corporate Law
The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent English statutory enactments and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware, the United States and their shareholders.
4
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by (i) in the case of a member scheme, seventy-five per cent in value of the members or class of members, as the case may be, with whom the arrangement is to be made and (ii) in the case of a creditor scheme, a majority in number of each class of creditors with whom the arrangement is to be made, and who must in addition represent seventy-five per cent in value of each such class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| ● | the statutory provisions as to the required majority vote have been met; |
| ● | the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| ● | the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| ● | the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
5
The Companies Act also contains statutory provisions which provide that a company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company (a) is or is likely to become unable to pay its debts within the meaning of section 93 of the Companies Act; and (b) intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring. The petition may be presented by a company acting by its directors, without a resolution of its members or an express power in its articles of association. On hearing such a petition, the Cayman Islands court may, among other things, make an order appointing a restructuring officer or make any other order as the court thinks fit.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:
| ● | a company acts or proposes to act illegally or ultra vires; |
| ● | the act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have actually been obtained; and |
| ● | those who control the company are perpetrating a “fraud on the minority.” |
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide that that we shall indemnify our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we intend to enter into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
6
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act does not provide shareholders with any right to requisition a general meeting or to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our amended and restated articles of association do not provide our shareholders with any right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our amended and restated articles of association, subject to certain restrictions as contained therein, directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the company and the director, if any; but no such term shall be implied in the absence of express provision. Under our amended and restated articles of association, a director’s office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of our memorandum and articles of association.
7
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our amended and restated articles of association, if our share capital is divided into more than one class of shares, the rights attached to any such class may only be varied with the sanction of a resolution passed by a majority of two-thirds of the votes cast at a separate meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our memorandum and articles of association may only be amended with a special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
8
Exhibit 8.1
List of Subsidiaries
| Name | Jurisdiction of Incorporation | Percentage of Ownership | ||
| ARB IOT (M) Sdn Bhd | Malaysia | 100% | ||
| ARB IOT Group Sdn Bhd | Malaysia | 100% | ||
| ARB Lab Sdn Bhd | Malaysia | 100% | ||
| ARB AI Agro Sdn Bhd | Malaysia | 100% | ||
| ARB R&D Sdn Bhd | Malaysia | 100% | ||
| ARB Agro Technology Sdn Bhd | Malaysia | 100% | ||
| ARB Innovation Sdn Bhd | Malaysia | 100% | ||
| ARB R1 Technology Sdn Bhd | Malaysia | 100% | ||
| ARB Robotic Sdn Bhd | Malaysia | 100% | ||
| ARB Intelligence Sdn Bhd | Malaysia | 100% | ||
| ARB Synergy Sdn Bhd | Malaysia | 100% | ||
| ARB Databook Pte Ltd | Singapore | 100% |
Exhibit 12.1
Certification Pursuant to Rule 13a-14(a) of the Exchange Act
I, Liew Kok Leong, certify that:
| 1. | I have reviewed this annual report on Form 20-F of ARB IOT Group Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: October 31, 2025
| By: | /s/ Liew Kok Leong | |
| Name: | Liew Kok Leong | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 12.2
Certification Pursuant to Rule 13a-14(a) of the Exchange Act
I, (Addy) Ng Kok Wah, certify that:
| 1. | I have reviewed this annual report on Form 20-F of ARB IOT Group Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
Date: October 31, 2025
| By: | /s/ (Addy) Ng Kok Wah | |
| Name: | (Addy) Ng Kok Wah | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 13.1
Certification Pursuant to 18 U.S.C. Section 1350
Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of ARB IOT Group Limited (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended June 30, 2025 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
| ARB IOT GROUP LIMITED | ||
| October 31, 2025 | By: | /s/ Liew Kok Leong |
| Name: | Liew Kok Leong | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| October 31, 2025 | By: | /s/ (Addy) Ng Kok Wah |
| Name: | (Addy) Ng Kok Wah | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statement on Form F-3 (File No. 333-285785) of ARB IOT Group Limited our report dated October 31, 2025, with respect to the consolidated statements of financial position of ARB IOT Group Limited as of June 30, 2025 and 2024 and the related consolidated statements of operations and other comprehensive (loss)/income, changes in equity, and cash flows for each of the years in the three-year period ended June 30, 2025. Our report contains an emphasis of matter paragraph regarding restatement of the previously issued consolidated financial statements.
/s/ AOGB CPA Limited
Hong Kong, Hong Kong
October 31, 2025