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6-K

VCI Global Ltd (VCIG)

6-K 2024-08-19 For: 2024-06-30
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Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934

For the

month of August 2024

Commission File No. 001-41678

VCI Global Limited

(Name of registrant)

B03-C-8 & 10, Menara 3A, KL Eco City, No.3Jalan Bangsar, 59200Kuala Lumpur, Malaysia

(Address of principal executive office)

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

Form 20-F  ☒      Form 40-F  ☐

Forward Looking Statements

This Report on Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to future performance and anticipated financial impacts. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Registrant’s Form 20-F (001-41678) filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2024 (the “Form 20-F”) and in the Registrant’s other filings with the SEC. The Registrant cautions that the foregoing factors are not exclusive. The Registrant cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Registrant does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

1

EXHIBIT INDEX

Exhibit Description
99.1 Operating and Financial Review of VCI Global Limited and its subsidiaries for the six months ended June 30, 2024 and 2023.
99.2 Condensed Consolidated Interim Financial Statements (Unaudited) of VCI Global Limited and its subsidiaries as of June 30, 2024 and December 31, 2023 and for the six months ended June 30, 2024 and 2023.
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2

SIGNATURES

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

Date: August 19, 2024

VCI Global Limited
By: /s/ Victor Hoo
Name: Victor Hoo
Title: Director, Executive Chairman and <br><br>Chief Executive Officer

3

Exhibit 99.1

OPERATING AND FINANCIAL REVIEW OF VCI GLOBALLIMITED AND ITS SUBSIDIARIES.

The following discussionand analysis are intended to help investors understand the significant factors affecting our results of operations, financial condition,liquidity and capital resources. You should read this discussion together with our unaudited financial statements and related notes inExhibit 99.2 of this Current Report on Form 6-K (this “Form 6-K”). Also read our audited consolidated financial statementsand related notes included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (“2023 Form 20-F, filedwith the Securities and Exchange Commission on April 30, 2024. The following discussion and analysis contain forward-looking statementsthat reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements.See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in the 2023 Form 20-F.

In the opinion of management,the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessaryfor a fair presentation of our unaudited consolidated financial statements as of June 30, 2024 and for the six months ended June 30, 2024and June 30, 2023.

Our interim results ofoperations are not necessarily indicative of the results to be expected for the full fiscal year. Any monetary amounts listed in theparagraphs of the following discussion and analysis are approximate figures taken from the applicable table.

Overview

We are a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating value by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.

Since our inception in 2013, we have been delivering our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore and the United States.

A. Operating Results

Results of Operations

The results of operations presented below should be reviewed in conjunction with our financial statements and related notes in Exhibit 99.2 of this Form 6-K. The following table sets forth our results of operations for the periods indicated:

Six months ended<br><br> June 30,<br><br> 2024 Sixmonths endedJune 30,2023
**** RM **** **** RM **** ****
Revenue 61,483,330 44,463,195
Revenue – related party 3,268,262 -
Total revenue 64,751,592 44,463,195
Other income 491,401 1,054,906
Cost of services (3,981,563 ) ) (6,049,234 ) )
Depreciation (510,568 ) ) (274,425 ) )
Directors’ fees (10,672,584 ) ) (5,435,664 ) )
Employee benefits expenses (7,705,426 ) ) (7,770,225 ) )
Impairment allowance on trade receivables (368,459 ) ) -
Rental expenses (269,160 ) ) (149,951 ) )
Legal and professional fees (3,531,157 ) ) (1,473,823 ) )
Finance cost (28,786 ) ) (15,875 ) )
Other operating expenses (11,935,191 ) ) (3,668,557 ) )
Profit before income tax **** 26,240,099 **** **** **** 20,680,347 **** ****
Income tax expense (826,402 ) ) (626,143 ) )
Profit for the period **** 25,413,697 **** **** **** 20,054,204 **** ****
Other comprehensive income/(loss):
Currency translation arising from consolidation - 1,272,834
Fair value adjustment on financial assets measured at fair value through other comprehensive income (5,536,577 ) ) -
Transfer upon disposal of equity instruments (7,018,825 ) ) -
Total comprehensive income for the period **** 12,858,295 **** **** **** 21,327,038 **** ****
Profit attributable to:
Equity owners of the Company **** 27,909,404 **** **** **** 21,203,387 **** ****
Non-controlling interests (2,495,707 ) ) (1,149,183 ) )
Total **** 25,413,697 **** **** **** 20,054,204 **** ****
Earnings per share - Basic and diluted **** 0.36 **** **** **** 0.55 **** ****

All values are in US Dollars.

Revenue

Our revenue is driven in part by our ability to offer market-leading service offerings to add value to clients. We derive our revenues substantially from our business and technology consultancy service offerings and solutions that we deliver to our clients. Each contract has different terms based on the scope, deliverables, timing and complexity of the engagement.

Depending on the terms of the service engagement contract, our revenues are derived from a few principal types of billing arrangements as explained below:

Business Consultancy

● RetainerEngagements

In our retainer based engagements, the client is billed according to the predetermined fees and billing period. The retainer fee is determined based on amongst others, the value, complexity and scale of the engagement. Throughout the period of the retainer engagement, we provide clients with holistic business or technology consulting services. It is the client’s expectation in these engagements that the pre-established fee will not be exceeded except in mutually agreed upon circumstances.

● Performance-basedFees

In performance-based billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services. Generally, the client agrees to pay a fixed fee over the specified services engaged. We set the fees based on our estimates of the complexity, scale, costs and the time it would take to complete the engagements.

● SuccessFees

Similar to performance-based fees, success fees engagements generally tie fees to the attainment of contractually defined objectives or upon the closing of a project. We agree to a pre-established fee in exchange for a predetermined milestone. Success fee revenues may cause variations in our revenues and operating results due to the timing of achieving the criteria. Generally, success fee is either attained in the form of cash or shares in our clients’ companies. The latter opens the door for our clients and us to capitalize on forward-looking opportunities, to grow and to thrive together.

Technology Consultancy

Software is key to business efficiency as the right software solutions make a world of difference in the day-to-day business operations. Our aim is to optimize businesses’ operations with the right, cost-effective software solutions that improve business efficiency and productivity while reducing operating costs and saving time.

● ConsultingFees

Clients are billed according to a predetermined consulting fee for a period of engagement. The consulting fee is determined based on amongst others the value, complexity, applicable program, required information technology (“IT”) professionals and skills, and the scale of the engagement. Throughout the engagement, we provide clients holistic technology consulting services. The right software solutions add value to business practices, and we achieve that by identifying and understanding the kinds of software most suited to the size, needs, and requirements of the client’s business and industry.

● DevelopmentFees

In our Technology segment, certain clients are billed based on the proprietary software developed in accordance with the requirements of the clients. We provide bespoke and customized program, software, and website development tailored to the needs of the clients’ business in facilitating the adoption and integration of technology to boost their business performance.

● WhiteLabel Technology Fees

Our revenue under the technology segment also stems from providing white label technology whereby we purchase ready-made licensed software products and thereafter execute our rebranding and develop white label software that meets our clients’ needs. Apart from that, according to our clients’ requirements, we provide customization services on ready-made software.

● Softwareas a Service (SaaS)

Moving forward, we have plans to expand our revenue model by adding SaaS via the development of a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted.

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The table below sets forth details of our revenue for the periods indicated.

Six months ended June 30, 2024 Sixmonths endedJune 30,2023 Change
RM RM %
Business strategy consultancy fee 52,647,479 20,789,179 153.24
Technology Development, Solutions and Consultancy 8,250,188 19,733,018 (58.19 )
Interest income 3,193,950 1,118,641 185.52
Others 659,975 2,822,357 (76.62 )
Total revenue 64,751,592 44,463,195 45.63

All values are in US Dollars.

Our revenue increased by RM20.3 million, or 45.63%, to RM64.8 million ($13.7 million) for the six months ended June 30, 2024 compared to RM44.5 million ($9.5 million) for the six months ended June 30, 2023 , which was due to the increase in revenue from business strategy consulting.

The revenue from business strategy consultancy fee increased by RM31.9 million, or 153.24%, to RM52.6 million ($11.2 million) for the six months ended June 30, 2024 compared to RM20.8 million ($4.5 million) for the six months ended June 30, 2023.

Technology development, solutions and consultancy revenue decreased by RM11.5 million, or 58.19% to RM8.3 million ($1.7 million) for the six months ended June 30, 2024 compared to RM19.7 million ($4.2 million) for the six months ended June 30, 2023.

The revenue from interest income increased by RM2.1 million, or 185.52%, to RM 3.2 million ($677 thousand) for the six months ended June 30, 2024 compared to RM1.1 million ($240 thousand) for the six months ended June 30, 2023.

Revenue from other services consists of loan processing fees, management fees and marketing related services. The revenue from other services decreased by RM2.2 million, or 76.62%, to RM660 thousand ($140 thousand) for the six months ended June 30, 2024 compared to RM2.8 million ($605 thousand) for the six months ended June 30, 2023.

Other income

**** Six months ended June 30, 2024 Six months ended June 30, 2023 Change ****
RM RM %
Interest income 3,771 942 300.32
Gain on disposal of investment - 780,319 (100.00 )
Gain on forex 352,100 158,801 121.72
Reimbursement income for expenses incurred 44,377 104,839 (57.67 )
Reversal of impairment allowance on trade receivables 64,384 - 100.00
Others 26,769 10,005 167.56
Total 491,401 1,054,906 (53.42 )

All values are in US Dollars.

Other income was RM491 thousand ($104 thousand) and RM1.05 million ($226 thousand) for the six months ended June 30, 2024 and for the six months ended June 30, 2023 respectively.

Reimbursement income for expenses incurred relates to the monthly out-of-pocket expenses charged by Imej Jiwa Communications Sdn Bhd to their clients for the investor relation services.

3

Cost of Services

The table below sets forth details of our cost of revenue for the fiscal years indicated.

Six months ended<br> June 30,<br> 2024 Six months ended<br> June 30,<br> 2023 Change
RM RM %
Consultant fee 3,465,205 5,676,167 (38.95 )
IT expenses 42,003 180,669 (76.75 )
Training costs 47,635 192,398 (75.24 )
Other 426,720 - 100.00
Total 3,981,563 6,049,234 (34.18 )

All values are in US Dollars.

Our cost of services decreased by RM2.1 million to RM4 million ($844 thousand) for the six months ended June 30, 2024 compared to RM6 million ($1.3 million) for the six months ended June 30, 2023, which was due to utilization of internal expertise and resources in both consultancy and technology segments. Additionally, with long-term working relationship with external consultants has resulted in lower consultant fees. Consultant fee costs contributed RM3.5 million ($735 thousand), or 87.03% of the total cost of services.

Consultant fee costs decreased by RM2.2 million, or 38.95%, to RM3.5 million ($735 thousand) for the six months ended June 30, 2024 compared to RM5.7 million ($1.2 million) for the six months ended June 30, 2023. The consultant fee refers to the our costs incurred from assisting its clients, in engaging all the relevant professionals required during the listing process, including but not limited to legal counsel, auditors, finance consultants, the U.S. Capital markets consultant, which such consultant fee payment shall be included and treated as part of our consultation services for its clients during the initial public offering’s process. The gross profit margin of consultant income in terms of consultant fee was 93.4% for the six months ended June 30, 2024 compared to 72.7% for the six months ended June 30, 2023.

IT expenses were RM42 thousand ($8.9 thousand) for the six months ended June 30, 2024 compared to RM181 thousand ($39 thousand) for the six months ended June 30, 2023. The gross profit margin for Technology Development, Solutions and Consultancy revenue and IT expenses costs were 99.49% for the six months ended June 30, 2024, compared to 99.08% for the six months ended June 30, 2023. The subscription fees were mainly due to media monitoring subscription fees, which is used for tracking and analyzing media coverage of a company and cloud hosting platform.

Training costs was RM47.6 thousand ($10 thousand) for the six months ended June 30, 2024 and RM192 thousand ($41 thousand) for the six months ended June 30, 2023.

Other cost of services was RM427 thousand ($90 thousand) for the six months ended June 30, 2024 compared to nil for the six months ended June 30, 2023.

Depreciation

Depreciation was RM511 thousand ($108 thousand) for the six months ended June 30, 2024, an increase of RM236 thousand compared with RM274 thousand ($58.8 thousand) for the six months ended June 30, 2023, primarily due to additional assets acquired, such as new computer and accessories purchased for our employees who joined during the first half of the year 2024.

Directors’ fees

Directors’ fees increased from RM5.4 million ($1.2 million) for the six months ended June 30, 2023 to RM10.7 million ($2.3 million) for the six months ended June 2024, with an increase of RM5.3 million or approximately 96.34%, which was a result of an increase in directors’ fees effective from January 2024. Additionally, in the prior period, the group has only started paying directors’ fees to our Board of Directors effective from April 2023, upon our listing on The Nasdaq Stock Market LLC (“Nasdaq”).

Employees’ benefits expenses

For the six months ended June 30, 2024, the employees’ benefits expenses were RM7.7 million ($1.6 million), a slight decrease of RM 64.8 thousand compared with RM7.8 million ($1.7 million) for the six months ended June 30, 2023.

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Impairment allowance on trade receivables

We have provided an impairment allowance on trade receivables amounting to RM 368 thousand ($78 thousand) for the six months ended June 30, 2024. The impairment allowance on trade receivable was nil for the six months ended June 30, 2023.

Rental expenses

Rental expenses increased by RM119 thousand, from RM150 thousand ($32.1 thousand) for the six months ended June 30, 2023 to RM269 thousand ($57 thousand) for the six months ended June 30, 2024. The group started to lease an additional office lot starting in December 2023 as the existing office spaces are no longer sufficient to accommodate the increasing number of employees.

Legal & professional fees

Legal and professional fees were RM3.5 million ($749 thousand) for the six months ended June 30, 2024, an increase of RM2.1 million when compared with RM1.5 million ($316 thousand) for the six months ended June 30, 2023. This is primarily due to our fund-raising activities.

Finance cost

Finance cost increased by RM12.9 thousand from RM15.9 thousand ($3.4 thousand) for the six months ended June 30, 2023 to RM28.8 thousand ($6.1 thousand) for the six months ended June 30, 2024, primarily due to increase in the interest rate and the principal of the term loan.

Other operating expenses

Other operating expenses included marketing expenses, office expenses, traveling expenses, and others. Other operating expenses increased by RM8.3 million from RM3.7 million ($786 thousand) for the six months ended June 30, 2023 to RM12 million ($2.5 million) for the six months ended June 30, 2024, mainly due to (i) increase in marketing expenses by RM3.7 million to reach out to more customers and create brand awareness, (ii) increase in traveling expenses by RM652 thousand as we were traveling actively to meet with our existing and potential clients and (iii) increase in office expenses by RM845 thousand as bigger offices require higher maintenance and cleaning.

We expect overall operating costs, including marketing expenses, salaries, professional and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations.

Operating Income

Our operating income for the six months ended June 30, 2024 was RM26.2 million ($5.6 million) compared to operating income of RM20.7 thousand ($4.4 million) for the six months ended June 30, 2023, with an increase of RM5.6 million with approximately 26.9%, which was due to an increase in revenue generated from business strategy consultancy and the reduction in cost of services.

Income Tax Expense

The income tax expense was RM826 thousand ($175 thousand) for the six months ended June 30, 2024 compared to income tax expense of RM626 thousand ($134 thousand) for the six months ended June 30, 2023. The increase in income tax expense is in line with the increase in our group revenue.

Fair value adjustment on financial assets measured at fair valuethrough profit and loss

Fair value adjustment on financial assets measured at fair value through profit and loss was nil for both of the six months ended June 30, 2024 and 2023.

Outstanding equity investments measured at fair value through other comprehensive income (“FVTOCI”) are remeasured to an updated fair value at each reporting period with changes in fair value recorded to “Financial assets measured at FVTOCI” in the consolidated statement of financial position and to “Fair value adjustment on financial assets measured at FVTOCI” in the consolidated statement of comprehensive income. See “*Note 4 –*Financial assets measured at FVTOCI” in “Notes to the interim condensed consolidated financial statements” in exhibit 99.2 of this Current Report on Form 6-K for a description of how the fair value of the equity investments are determined.

5

Liquidity and Capital Resources

We monitor our liquidity risk and maintain a level of cash and cash equivalents, deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows. We consider cash from operating activities as the principal source of cash generation for our business. Cash and cash equivalents decreased by approximately RM1.2 million to RM5.9 million ($1.2 million) as of June 30, 2024 compared to RM4.6 million ($1 million) as of December 31, 2023. As of the date of this filing, we believe that our cash and cash equivalents of RM5.9 million as of June 30, 2024 along with other actions the Company is taking are sufficient to fund ongoing operations for at least the next 12 months. We will seek to improve its liquidity position by potentially taking any or all of the following actions: improving collection of the outstanding trade and other receivable balances of RM142 million, as of June 30, 2024 and reducing general and administrative expenses.

Cash Flows

The following table sets forth our cash flows for the periods indicated:

Six months endedJune 30,2024 Six months endedJune 30,2023
RM RM
Cash used in operating activities (19,508,769 ) ) (17,180,181 )
Cash (used in) / generated from investing activities (21,757,285 ) ) 12,955,089
Cash generated from financing activities 40,336,915 15,612,580
Net (decrease) / increase in cash and equivalents (929,139 ) ) 11,387,488
Effect of foreign exchange 2,164,575 (54,622 )
Cash and equivalents at beginning of period 4,637,279 3,995,995
Cash and equivalents at end of period 5,872,715 15,328,861

All values are in US Dollars.

Operating Activities

Net cash used in operating activities consists primarily of net income adjusted for non-cash items, changes in working capital and income tax expense. The timing between the conversion of our trade receivables into cash from our customers and distributions to our employees and vendors are the primary drivers of changes to our working capital.

Net cash used in operating activities for the six months ended June 30, 2024 was RM19.5 million ($4.1 million), which consists of our profit before tax of RM26.2 million ($5.6 million) as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash primarily included share based payment for director fee at RM5.97 million ($1.27 million), impairment allowance on trade and loan receivables at RM368 thousand ($78 thousand), depreciation of property, plant and equipment, and depreciation of right-of-use asset at RM511 thousand ($108 thousand). The principal items accounting for the changes in operating assets and liabilities were (i) RM 53.7 million ($11.4 million) of increase in trade and other receivables and (ii) RM1.6 million ($348 thousand) of increase in trade and other payables.

Investing Activities

Net cash used in investing activities was RM21.8 million ($4.6 million) for the six months ended June 30, 2024 compared to RM12.9 million ($2.78 million) generated from investing activities for the six months ended June 30, 2023. Cash used in or generated from investing activities was mainly due to our investment in Fintech Scion Limited which is worth RM26.9 million ($5.7 million) as part of our professional fees and RM9 million ($1.9 million) from the disposal of our shares holding in YY Group Holding Limited.

Financing Activities

Net cash generated from financing activities was RM40.3 million ($8.6 million) for the six months ended June 30, 2024 compared to RM15.6 million ($3.3 million) generated from financing activities for the six months ended June 30, 2023. Cash generated from financing activities for the six months ended June 30, 2024 was primarily related to RM41.4 million ($8.8 million) in proceeds from our at-the-market offerings, private placement, the exercise of warrants and follow on public offering.

Capital Expenditures

We have no material capital expenditures planned for the next 12 months.

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Contractual Obligations

See “Contractual Obligations” under “Liquidityand Capital Resources” in the Company’s 2023 Form 20-F.

Off Balance Sheet Arrangements

None.

Quantitative and Qualitative Disclosures about Market Risk

The management of the group monitors and manages the financial risks relating to the operations of the group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

Market risk management

The group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.

There has been no significant change to the group’s exposure to market risk or the manner in which it manages and measures the risk.

Foreign currency risk management

The group also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.

The currency exposure of financial assets and financial liabilities denominated in currencies other than the Group’s functional currencies are as follows:

**** Assets Liabilities
**** June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023
**** RM RM RM RM
Singapore Dollar 21,020 15,101 6,000 -
United States Dollar 23,613,396 7,123,179 350,167 1,416,836

Foreign currency sensitivity

The following table details the sensitivity to a 5% increase and decrease in the related foreign currencies against the functional currency (“RM”) with all the other variables held constant. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates.  The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.

**** June 30, 2024 December 31, 2023
**** RM RM
Singapore Dollar 751 755
United States Dollar 1,163,161 285,317

Interest rate risk management

The group is exposed to interest rate risk as the group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes to the financial statements. The group currently does not have an interest rate hedging policy.

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Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period.  A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates on loans had been 50 basis points higher/lower and all other variables were held constant, the Group’s profit for the year would decrease/increase by approximately RM3,347 (2023: RM1,613 and 2022: RM5,983).

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. At the end of each reporting period, the group maximum exposure to credit risk which will cause a financial loss to the group due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the Statements of Financial Position.

In order to minimize credit risk, the group has delegated its finance team to develop and maintain the group’s credit risk grading to categorize exposures according to their degree of risk of default. The finance team uses publicly available financial information and the group’s own historical repayment records to rate its major customers and debtors. The group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.

The group’s current credit risk grading framework comprises the following categories:

Category Description Basis for recognizing ECL
Performing The counterparty has a low risk of default and does not have any past-due amounts 12-month ECL
Doubtful There has been a significant increase in credit risk since initial recognition Lifetime ECL- not credit-impaired
In default There is evidence indicating the asset is credit impaired Lifetime ECL - credit impaired
Write-off There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery Amount is written off

For trade receivables, the Group has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Group determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).

The directors of the Company considered that the ECL for non-credit impaired trade receivables is insignificant as at the end of the reporting period.

Liquidity risk management

Liquidity risk is the risk that the group will encounter difficulty in meeting financial obligations due to shortage of funds.

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and third parties.

Based on the above considerations, management is of the opinion that hawse have sufficient funds to meet our working capital requirements and debt obligations, for at least the next 12 months from the unaudited condensed consolidated financial statement filing date. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine our plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.

The group maintains sufficient cash and cash equivalent, and internally generated cash flows to finance their activities.

Liquidity risk analyses

8

Non-derivative financial liabilities

The following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the carrying amount of the financial liability on the statement of financial position.

**** Weighted **** On **** ****
**** average **** demand **** ****
**** effective **** or within Within ****
**** interest rate **** 1 year 2 to 5 years Total
**** % **** RM RM RM
As of June 30, 2024
Non-interest bearing - 21,026,860 - 21,026,860
Fixed interest rate 3.5-5 % 638,683 265,342 904,025
Variable interest rate BLR+2.6 % 707,726 170,444 878,170
Total 22,373,269 435,786 22,809,055
2023
Non-interest bearing - 20,684,288 - 20,684,288
Fixed interest rate 3.5-5 % 680,916 878,224 1,559,140
Variable interest rate BLR+2.6 % 43,668 81,282 124,950
Total 21,408,872 959,506 22,368,378

Non-derivative financial assets

As at the end of the reporting period, the non-derivative financial assets are interest free and repayable on demand.

Fair value of financial assets and financialliabilities

The management considers that the carrying amounts of group’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.

9

Exhibit 99.2

VCI Global Limited and SubsidiariesBVI Registration Number: 2035574

Interim Condensed Consolidated Financial Statements

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Interim condensed consolidated statements of financial position

Note As of <br><br> June 30,<br><br> 2024 <br><br> (Unaudited) As of <br><br> December 31, <br><br> 2023 <br><br> (Audited)
RM RM
ASSETS
Non-current assets
Financial assets measured at fair value through<br> other comprehensive income 4 44,375,928 38,368,829
Financial assets measured at fair value through profit<br> and loss 5 74,599 72,793
Property and equipment 6 3,765,783 3,198,123
Right-of-use of assets 7 871,692 1,203,941
Intangible assets 8 7,838,734 4,700,894
Loan receivables 11 39,239,492 21,198,300
Deferred tax assets 9 339,650 339,650
Total non-current assets 96,505,878 69,082,530
Current assets
Trade and other receivables 10 142,013,987 28,949,592
Loan receivables 11 23,538,832 15,378,236
Cash and bank balances 12 5,872,715 4,637,279
Total Current assets 171,425,534 48,965,107
Total assets 267,931,412 118,047,637
LIABILITIES<br> AND EQUITY
Current Liabilities
Trade and other payables 13 21,026,860 19,383,929
Warrant Liabilities 16 7,614,909 1,964,335
Lease liabilities 14 638,683 710,367
Bank and other borrowings 15 707,726 677,277
Income tax payable 706,171 251,212
Total current liabilities 30,694,349 22,987,120
Non-current liabilities
Lease liabilities 14 265,342 544,973
Bank and other borrowings 15 170,444 245,322
Amount due to related parties 30 - 1,300,359
Total non-current<br> liabilities 435,786 2,090,654
Total liabilities 31,130,135 25,077,774
Capital and reserves
Share capital 17 171,586,028 44,009,131
Capital reserve 18 6,532,560 6,532,560
Fair value reserve 19 (5,341,945 ) ) 1,676,880
Translation reserve 20 5,488,773 2,696,335
Retained earnings 64,505,004 42,147,317
Attributable to equity owners of the Company 242,770,420 97,062,223
Non-controlling interests (5,969,143 ) ) (4,092,360 ) )
Total equity 236,801,277 92,969,863
Total equity and<br> liabilities 267,931,412 118,047,637

All values are in US Dollars.

The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.

F-1

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Interim condensed consolidated statements of comprehensiveincome (unaudited)

Six months ended <br><br> June 30, <br><br> 2024 Six months ended <br><br> June 30, <br><br> 2023
**** RM **** **** RM **** ****
Revenue 61,483,330 44,463,195
Revenue – related party 3,268,262 -
Total revenue 64,751,592 44,463,195
Other income 491,401 1,054,906
Cost of services (3,981,563 ) ) (6,049,234 ) )
Depreciation (510,568 ) ) (274,425 ) )
Directors’ fees (10,672,584 ) ) (5,435,664 ) )
Employee benefits expenses (7,705,426 ) ) (7,770,225 ) )
Impairment allowance on trade receivables (368,459 ) ) -
Rental expenses (269,160 ) ) (149,951 ) )
Legal and professional fees (3,531,157 ) ) (1,473,823 ) )
Finance cost (28,786 ) ) (15,875 ) )
Other operating expenses (11,935,191 ) ) (3,668,557 ) )
Profit before income tax 26,240,099 20,680,347
Income tax expense (826,402 ) ) (626,143 ) )
Profit for the<br> period 25,413,697 20,054,204
Other comprehensive income/(loss):
Currency translation arising from consolidation - 1,272,834
Fair value adjustment on financial assets measured at<br> fair value through other comprehensive income (5,536,577 ) ) -
Transfer upon disposal of equity<br> instruments (7,018,825 ) ) -
Total comprehensive<br> income for the period 12,858,295 21,327,038
Profit attributable to:
Equity owners of the Company 27,909,404 21,203,387
Non-controlling interests (2,495,707 ) ) (1,149,183 ) )
Total 25,413,697 20,054,204
Total comprehensive income attributable<br> to:
Equity owners of the Company 15,354,002 22,476,221
Non-controlling interests (2,495,707 ) ) (1,149,183 ) )
12,858,295 21,327,038
Earnings per share - Basic and diluted 0.36 0.55

All values are in US Dollars.

The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.

F-2

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Interim condensed consolidated statements of changesin equity (Unaudited)

**** **** Attributable to equity owners of the Company **** **** **** **** ****
**** **** **** **** **** **** **** **** **** **** Non- **** **** ****
**** Share Capital Fair Value **** Translation Retained **** **** **** controlling **** Total ****
**** capital reserves reserves **** reserves earnings **** Total **** interests **** equity ****
**** Note RM RM RM **** RM RM **** RM **** RM **** RM ****
Balance at January 1, 2023 13,127,427 6,532,560 - - 6,255,851 25,915,838 (1,641,324 ) 24,274,514
Profit for the period - - - - 21,203,387 21,203,387 (1,149,183 ) 20,054,204
Foreign exchange reserves - - 1,272,834 - - 1,272,834 - 1,272,834
Total comprehensive income for the period - - 1,272,834 - 21,203,387 22,476,221 (1,149,183 ) 21,327,038
Proceed from IPO 16,939,389 - - - - 16,939,389 - 16,939,389
Share-swap 7,002,234 - - - - 7,002,234 - 7,002,234
Balance at June 30, 2023 37,069,050 6,532,560 1,272,834 - 27,459,238 72,333,682 (2,790,507 ) 69,543,175
Balance at January 1, 2024 44,009,131 6,532,560 1,676,880 2,696,335 42,147,317 97,062,223 (4,092,360 ) 92,969,863
Profit for the period - - - - 27,909,404 27,909,404 (2,495,707 ) 25,413,697
Fair value gain on financial assets, at fair value through<br> other comprehensive income - - (7,018,825 ) - - (7,018,825 ) - (7,018,825 )
Transfer upon disposal of equity instruments - - - - (5,536,577 ) (5,536,577 ) - (5,536,577 )
Exchange differences on translating<br> foreign operations - - - 2,792,438 (15,140 ) 2,777,298 - 2,777,298
Total comprehensive income for the period - - (7,018,825 ) 2,792,438 22,357,687 18,131,300 (2,495,707 ) 15,635,593
Increase in non-controlling interest - - - - - - 618,924 618,924
Issuance of share capital 127,576,897 - - - - 127,576,897 - 127,576,897
Balance at June 30, 2024 171,586,028 6,532,560 (5,341,945 ) 5,488,773 64,505,004 242,770,420 (5,969,143 ) 236,801,277

The accompanying notes form an integral part of the interim condensed consolidated financial statements.

F-3

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Interim condensed consolidated statements of cashflows (unaudited)

Note Six months ended<br> June 30, <br> 2024 Six months ended <br> June 30, <br> 2023
RM RM
Operating activities
Profit before income tax 26,240,099 20,680,347
Adjustments for:
Impairment allowance of trade receivables 368,459 -
Reversal on impairment allowance of trade receivable (64,384 ) ) -
Bad debt written-off 889 -
Unrealised foreign exchange loss/(gain) (95,198 ) ) 805,197
Depreciation of property and equipment 178,319 115,727
Depreciation of ROU 332,249 158,698
Share based payment – Director fees 5,969,038 -
Gain on disposal of investment - (780,319 ) )
Interest expense 28,786 15,875
Interest income (3,771 ) ) (942 ) )
Operating cash flow before movement in working capital 32,954,486 20,994,583
Trade and other receivables (27,164,496 ) ) (40,216,809 ) )
Loan receivables (26,570,247 ) ) -
Trade and other payables 1,642,931 2,551,187
Cash used in operations (19,137,326 ) ) (16,671,039 ) )
Interest received - -
Income tax paid (371,443 ) ) (509,142 ) )
Net cash used in operating activities (19,508,769 ) ) (17,180,181 ) )
Investing activities
Purchase of property and equipment (746,681 ) ) (645,919 ) )
Purchase of intangible assets (3,137,840 ) ) -
Interest received 3,771 942
Acquisition of financial assets measured at fair value through other comprehensive income (26,888,040 ) ) -
Proceeds from disposal of financial assets measured at fair value through other comprehensive income 9,011,505 13,600,066
Net cash used in investing activities (21,757,285 ) ) 12,955,089
Financing activities
Proceeds from issuance of share capital 30,527,043 -
Proceeds from initial public offering, net of issuance costs - 17,457,899
Proceeds from following public offering, net of issuance costs 10,915,837 -
Interest paid (28,786 ) ) (15,875 ) )
Repayment of other borrowings (77,519 ) ) (101,132 ) )
Advance to related parties (1,300,359 ) ) (1,568,941 ) )
Repayment of operating lease (318,225 ) ) (159,371 ) )
Contribution from non-controlling interest 618,924 -
Net cash generated from financing activities 40,336,915 15,612,580
Net decrease in cash and cash equivalents (929,139 ) ) 11,387,488
Effect of foreign exchange 2,164,575 (54,622 ) )
Cash and bank balances at beginning of the period 4,637,279 3,995,995
Cash and bank balances at end of the period 5,872,715 15,328,861

All values are in US Dollars.

The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.

F-4

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Notes to the unaudited interim condensedconsolidated financial statements

These notes form an integral part of the unaudited interim condensed consolidated financial statements.

The unaudited interim condensed consolidated financial statements were authorised for issue by the Board of Directors on 16 August 2024.

1 ORGANIZATION AND PRINCIPAL ACTIVITIES

Organization and reorganization

VCI Global Limited was incorporated in the British Virgin Islands on April 29, 2020. The registered office of the Company is situated at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. The principal place of business of the Company is situation at B03-C-8, Menara 3A, KL Eco City, No.3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.

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

F-5

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

The Company and its subsidiaries are in the table as follows:

**** Percentage of effective ownership **** ****

| Name | Date of incorporation | June 30, 2024 | | December 31, 2023 | | Place of incorporation | Principal activities |

| | | % | | % | | | |

| VCI Global Limited | 29.04.2020 | | 100 | | 100 | British Virgin Island | Holding company |

| VCI Technologies Limited | 13.05.2024 | | 100 | | - | British Virgin Island | Dormant |

| V Capital Real Estate Limited | 08.02.2024 | | 100 | | - | British Virgin Island | Dormant |

| V Capital Consulting Limited | 01.03.2016 | | 100 | | 100 | British Virgin Island | Holding company, provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory |

| VCI Global Brands Limited (formerly known as VCIG Limited) | 29.04.2020 | | 100 | | 100 | British Virgin Island | Dormant |

| V Capital Kronos Berhad | 01.09.2020 | | 100 | | 100 | Malaysia | Holding company |

| VCI Energy Sdn Bhd (formerly known as TGI V Sdn Bhd) | 12.11.2021 | | 100 | | 100 | Malaysia | Dormant |

| V Galactech Sdn Bhd | 12.01.2022 | | 100 | | 100 | Malaysia | Provision of information technology development |

| V Capital Venture Sdn Bhd | 19.08.2014 | | 100 | | 100 | Malaysia | Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory | | Accuventures Sdn Bhd | 22.06.2015 | | 100 | | 100 | Malaysia | Provision of technology development, computer software programming and holding company. |

| Credilab Sdn Bhd | 26.10.2020 | | 100 | | 100 | Malaysia | Carry on licensed money lending activities, consulting, information technology development, and computer software programming |

| VCI Wootzano Robotics Sdn Bhd (formerly known as V Capital Robotics Sdn Bhd) | 12.10.2021 | | 100 | | 100 | Malaysia | Dormant |

| Imej Jiwa Communications Sdn Bhd | 29.10.2012 | | 100 | | 100 | Malaysia | Provision of investor relation consultation services. |

| V Capital Quantum Sdn Bhd | 18.01.2018 | | 100 | | 100 | Malaysia | Provision of information technology development, business consultancy services and holding company. |

| AB Management and Consultancy Services Sdn Bhd | 05.04.2020 | | 93.3 | | 80 | Malaysia | Holding company |

| Elmu V Sdn Bhd | 18.05.2021 | | 69.2 | | 69.2 | Malaysia | Education and training services |

| Elmu Education Group Sdn Bhd | 03.12.2020 | | 56 | | 56 | Malaysia | Education and training services |

| Elmu Higher Education Sdn Bhd | 24.05.2021 | | 56 | | 56 | Malaysia | Education and training services |

| V Capital Real Estate Sdn Bhd | 05.07.2021 | | 100 | | 100 | Malaysia | Provision of consultancy services in relation to real estate |

| V Capital Advisory Sdn Bhd | 12.02.2018 | | 100 | | 100 | Malaysia | Provision of corporate and business advisory in relation to corporate listing exercise, equity investment, corporate restructuring, merger and acquisition and corporate finance. |

| Generative AI Sdn Bhd | 21.07.2023 | | 100 | | 100 | Malaysia | Provision of Artificial Intelligence, image processing, communication, networking, & process control software services. |

F-6

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principal activities

The Company is a holding company. The principal activities of the Company and its subsidiaries (collectively referred to as the “Company” or “the Group”) are the provision of business strategy consultancy and technology development solution consultancy. The Company is headquartered in Malaysia and conducts its primary operations through its significant direct and indirectly held subsidiaries that are incorporated and domiciled in Malaysia, namely V Capital Kronos Berhad, V Capital Quantum Sdn. Bhd., and V Capital Consulting Limited where was incorporated in the British Virgin Islands.

BASIS OF ACCOUNTING

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

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

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

● Level<br> 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities<br> that the entity can access at the measurement date;
● Level 2 inputs are inputs,<br> other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly;<br> and
--- ---
● Level 3 inputs are unobservable<br> inputs for the asset or liability.
--- ---

BASIS OF CONSOLIDATION

(a) Consolidation

As the Group were under same control of the controlling shareholders and their entire equity interests were also ultimately held by the controlling shareholders immediately prior to the group reorganization, the unaudited interim condensed consolidated statements of profit or loss and other comprehensive income, unaudited interim condensed consolidated statements of changes in equity and unaudited interim condensed consolidated statements of cash flows statements are prepared as if the current group structure had been in existence throughout the two-year period ended June 30, 2024, or since the respective dates of incorporation/establishment of the relevant entity, where this is a shorter period. The unaudited interim condensed consolidated statements of financial position as at June 30, 2023 and 2024 present the assets and liabilities of the aforementioned companies now comprising the Group which had been incorporated/established as at the relevant balance sheet date as if the current group structure had been in existence at those dates based on the same control aforementioned. The Group eliminates all significant intercompany balances and transactions in its unaudited interim condensed consolidated financial statements.

Subsidiary corporations are all entities (including structured 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 over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

In preparing the unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Group.

F-7

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Non-controlling interests comprise the portion of a subsidiary corporation’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the unaudited interim condensed consolidated statements of comprehensive income, statements of changes in equity, and statements of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the unaudited interim condensed consolidated financial statements of the Group are a continuation of the acquired entities and is accounted for as follows:

(i) The results of entities<br> are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements;
(ii) The Group will consolidate<br> the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair<br> values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under<br> the acquisition method; and
--- ---
(iii) No<br> new goodwill is recognized as a result of the internal reorganization. The only goodwill<br> that is recognized is the existing goodwill relating to the combining entities. Any difference<br> between the consideration paid/transferred and the equity acquired is reflected within equity<br> as merger reserve or deficit.
--- ---
(b) Acquisitions
--- ---

The acquisition method of accounting is used to account for business combinations entered into by the Group.

The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred, and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.

(c) Disposals

When a change in the Group’s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost, and its fair value is recognized in profit or loss.

(d) Transactions with non-controlling interests

Changes in the Group’s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.

F-8

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

CONVENIENCE TRANSLATION

Translations of amounts in the unaudited interim

condensed consolidated statement of financial position, unaudited interim condensed consolidated statements of profit or loss and other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from RM into USD as of and for the year ended June 30, 2024 are solely for the convenience of the reader and were calculated at the noon buying rate of USD1 = RM4.7172,as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate.

FINANCIAL ASSETS

(a) Classification and measurement

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

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

Financial assets at fair value through other comprehensive income (“FVTOCI”) are equity securities which are not held for trading but more for strategic investments or debt securities where contractual cash flows are solely principal and interest and the objective of the Group’s business model is achieved both by collecting contractual cash flow and selling financial assets.

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.

Investments in equity instruments as at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income (“OCI”) and accumulated in the retained earnings. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, and will be transferred to retained earnings.

The Group reclassifies debt instruments when and only when its business model for managing those assets changes.

At subsequent measurement - Debt instrument

Debt instruments mainly comprise of cash and cash equivalents and other receivables (excluding prepayments).

Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.

(b) Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Group commits to purchase or sell the asset.

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss.

F-9

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

Classification as debt or equity

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

Except for derivative financial instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

PROPERTY AND EQUIPMENT

(a) Measurement
(i) Property and equipment
--- ---

Property and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

(ii) Components of costs

The cost of an item of property and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

F-10

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

(b) Depreciation

Depreciation on other items of property and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as followed;

Office renovation - 10 years

| Office equipment | - | 5 years |

| Furniture and fittings | - | 5 years |

| Electrical and fittings | - | 10 years |

| Right of use asset - premise | - | 3 years |

| Right of use asset – motor vehicles | - | 10 years |

Work-in-progress is not depreciated as these assets are not yet in use as at the end of the financial year.

The residual values estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognized in profit or loss when the changes arise.

(c) Subsequent expenditure

Subsequent expenditure relating to property and equipment that has already been recognized is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred.

(d) Disposal

On disposal of an item of property and equipment, the difference between the disposal proceeds and its carrying amount is recognized in profit or loss.

INTANGIBLE ASSETS

Software development costs are recognised in profit or loss as incurred.

An intangible asset arising from development is recognised when the following criteria are met:

● it is technically feasible<br> to complete the intangible asset so that it will be available for use or sale;
● management intends to complete<br> the intangible asset and use or sell it;
--- ---
● there is an ability to<br> use or sell the asset;
--- ---
● it can be demonstrated<br> how the intangible asset will generate future economic benefits;
--- ---
● adequate resources to complete<br> the development and to use or sell the intangible asset are available; and
--- ---
● the expenditures attributable<br> to the intangible asset during its development can be reliably measured.
--- ---

Other development costs that do not meet these criteria are recognised in profit or loss as incurred. Development costs previously recognised as an expense are not recognised as an intangible asset in a subsequent period.

Capitalised development costs are measured at cost less accumulated amortisation and accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Impairment of Non-Financial Assets.

Software development costs are amortised on straight-line basis based on the estimated useful lives of three to five years.

The useful lives and amortisation methods are reviewed at the end of each reporting period.

F-11

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

TRADE AND OTHER RECEIVABLES

A receivable is recognised when the Group has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognised before the Group has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade receivables that do not contain a significant financing component are initially measured at their transaction price. Trade receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including an allowance for credit losses.

IMPAIRMENT OF NON-FINANCIAL ASSETS

Property and equipment are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.

For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the Cash Generating units (“CGU”) to which the asset belongs.

If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognized as an impairment loss in profit or loss.

An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

A reversal of impairment loss for an asset other than goodwill is recognized in profit or loss.

TRADE AND OTHER PAYABLES

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). Otherwise, they are presented as non-current liabilities.

Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method.

CONTRACT LIABILITIES

A contract liability is recognised when the customer pays non-refundable consideration before the Group recognises the related revenue. A contract liability would also be recognised if the Group has an unconditional right to receive non-refundable consideration before the Group recognises the related revenue. In such cases, the corresponding receivable would also be recognised. Contract liabilities are recognized as revenue when the Group satisfies its performance obligation.

F-12

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

BANK AND OTHER BORROWINGS

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

(a) Borrowings - Borrowings<br> are initially recognized at fair value (net of transaction costs) and subsequently carried at amortized cost. Any difference between<br> the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings<br> using the effective interest method.
(b) Borrowing costs - Borrowing<br> costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily<br> take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such<br> time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of<br> specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
--- ---

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

LEASES

When the Group is the lessee

At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Reassessment is only required when the terms and conditions of the contract are changed.

● Right-of-use assets

The Group recognizes a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right- of-use assets.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

Right-of-use assets are presented within “Property and equipment”.

● Lease liabilities

The initial measurement of a lease liability is measured at the present value of the lease payments discounted using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined, the Group shall use its incremental borrowing rate.

Lease payments include the following:

- Fixed payment (including in-substance fixed payments),<br> less any lease incentives receivables;
- Variable lease payment<br> that are based on an index or rate, initially measured using the index or rate as at the commencement date;
--- ---
- Amount expected to be payable<br> under residual value guarantees;
--- ---
- The exercise price of a<br> purchase option if is reasonably certain to exercise the option; and
--- ---
- Payment of penalties for<br> terminating the lease, if the lease term reflects the Group exercising that option.
--- ---

For contracts that contain both lease and non-lease components, the Group allocates the consideration to each lease component on the basis of the relative stand-alone price of the lease and non-lease component. The Group has elected to not separate lease and non-lease component for property leases and account these as one single lease component.

F-13

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Lease liability is measured at amortized cost using the effective interest method. Lease liability shall be remeasured when:

- There is a change in future lease payments arising<br> from changes in an index or rate;
- There is a change in the Group’s assessment of<br> whether it will exercise an extension option; or
--- ---
- There is modification in the scope or the consideration<br> of the lease that was not part of the original term.
--- ---

Lease liability is remeasured with a corresponding adjustment to the right-of-use assets, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

● Short-term and low-value leases

The Group has elected to not recognized right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low-value leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

● Variable lease payments

Variable lease payments that are not based on an index or a rate are not included as part of the measurement and initial recognition of the lease liability. The Group shall recognize those lease payments in profit or loss in the periods that triggered those lease payments.

EMPLOYEE BENEFITS

Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset.

(a) Defined contribution plans

Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Employees Provident Fund on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.

(b) Employee leave entitlement

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.

PROVISIONS

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.  Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

F-14

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

REVENUE RECOGNITION

Revenue is recognised to depict the transfer of promised services to clients at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those services. Specifically, the Group uses a five-step approach to recognise revenue:

● Step 1: Identify<br> the contract(s) with a client
● Step 2: Identify<br> the performance obligations in the contract
--- ---
● Step 3: Determine<br> the transaction price
--- ---
● Step 4: Allocate<br> the transaction price to the performance obligations in the contract
--- ---
● Step 5: Recognise<br> revenue when (or as) the Group satisfies a performance obligation
--- ---

The Group recognises revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the services underlying the particular performance obligations is transferred to clients.

A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially the same.

Control is transferred overtime and revenue is recognised overtime by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:

● the client simultaneously<br> receives and consumes the benefits provided by the Group’s performance as the Group performs;
● the<br> Group’s performance creates or enhances an asset that the client controls as the asset<br> is created or enhanced; or
--- ---
● the Group’s performance<br> does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed<br> to date.
--- ---

Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct service.

a) Business Strategy Consultancy

Business strategy consultancy services primarily included listing advisory and solutions, investors relations and boardroom strategies consultancy. The revenues generated from business strategy consultancy services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee periodically over the contract terms as specified in the service agreements.

Our contracts from business strategy consultancy are typically less than a year in duration. Revenues are generally recognised over time. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognised as amount become billable in accordance with the contract terms. Revenues from fixed-priced contracts are generally recognised using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to client.

F-15

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

b) Technology Development, Solutions and Consultancy

Technology development, solutions and consultancy primarily included digital development, fintech solution and software solutions.

Technology Development

The contract is typically fixed priced and does not provide any post contract client support or upgrades. The Group designs system based on clients’ specific needs which require the Group to perform services including design/redesign, development, and integration. These services also require significant customization. Upon delivery of the services, client acceptance is generally required. The Group assesses that software development services is considered as a performance obligation. The duration of the development period is usually six months to two years.

The Group’s system development service revenues are generated primarily from contracts with clients across sectors. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, the Group has enforceable right on payments for the work performed.

The Group’s revenue from technology development contracts is generally recognized over time. The Group uses an input method based on cost incurred as the Group believes that this method most accurately reflects the Group’s progress toward satisfaction of the performance obligation, which usually takes six months to two years. Under this method, the Group could appropriately measure the fulfilment of a performance obligation. Assumptions, risks, and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables, and deferred revenues at each reporting period.

Solutions and Consultancy

Revenue from solutions and consulting services is primarily comprised of fixed-fee contracts, which require the Group to provide professional solutions and consulting services over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is typically 6 to 12 months. The solutions and consulting services contracts typically include a single performance obligation. The revenue from solutions and consulting services is recognized over the contract term.

c) Interest income

Interest income is received from the money lending other entities and individuals. Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cashflow discounted at original effective interest rate of the instrument, and thereafter amortising the discount as interest income.

CASH AND CASH EQUIVALENTS

For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents include cash on hand, deposits with financial institutions which are subject to an insignificant risk of change in value.

SHARE CAPITAL

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

INCOME TAX

Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.

F-16

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.

Deferred income tax is measured:

(i) at the tax rates that are<br> expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on<br> tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and
(ii) based on the tax consequence<br> that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts<br> of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered<br> entirely through sale.
--- ---

Current and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

The Group accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.

FOREIGN CURRENCY TRANSACTIONS

(a) Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Ringgit Malaysia (“RM”), which is the functional currency of the Company and the presentation currency of the Group.

The value of foreign currencies including, the US Dollar (“USD”), may fluctuate against the RM. Any significant variations of the aforementioned currencies relative to the RM may materially affect the Group’s financial condition in terms of reporting in RM. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:

June 30,
2023 2024
RM to at the end of the period 4.4025 4.6679 4.7172
RM to Average rate 4.3983 4.4863 4.7321

All values are in US Dollars.

(b) Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency translation reserve.

F-17

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

(c) Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets<br> and liabilities are translated at the closing exchange rates at the reporting date;
(ii) income and expenses are<br> translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates<br> prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the<br> transactions); and
--- ---
(iii) all resulting currency<br> translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency<br> translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation.
--- ---

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.

RELATED PARTIES

(a) A<br> person, or a close member of that person’s family, is related to the Group if that<br> person:
(i) has control or joint control<br> over the Group;
--- ---
(ii) has significant influence<br> over the Group; or
(iii) is a member of the key<br> management personnel of the Group or the Group’s parent.
(b) An<br> entity is related to the Group if any of the following conditions applies:
--- ---
(i) The entity and the group<br> are members of the same Group (which means that each parent, subsidiary and fellow subsidiary is related to the others).
--- ---
(ii) One entity is an associate<br> or joint venture of the other entity (or an associate or joint venture of a member of a Group of which the other entity is a member).
(iii) Both entities are joint<br> ventures of the same third party.
(iv) One entity is a joint venture<br> of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment<br> benefit plan for the benefit of employees of either the Group or an entity related to the group.
(vi) The entity is controlled<br> or jointly controlled by a person identified in (a).
(vii) A person identified in<br> (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of<br> the entity).
(viii) The entity, or any member<br> of a Group of which it is a part, provides key management personnel services to the Group or to the Group’s parent. Close members<br> of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings<br> with the entity.

F-18

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

EARNINGS PER SHARE

The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.

DIVIDENDS

Dividends to the Company’s shareholders are recognized when the dividends are approved for payment.

SEGMENT REPORTING

Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Group’s various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

3 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, which are described in Note 2 to the financial statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods.

Critical judgements in applying the Group’saccounting policies

There are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying the Group’s accounting policy and that has the most significant effect on the amounts recognised in the financial statements.

F-19

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below:

Fair value measurement of unquoted shares (Note 4 &5)

In determining the fair value of the unquoted shares, the Group relies on the net asset values of the investee companies or independent valuation report.

The availability of observable inputs can vary from investment to investment. For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on models or inputs that are less observable or unobservable in the market and the determination of the fair values require significant judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to occurrence of future events which could not be reasonably determined as at the balance sheet date.

Provision for ECL for trade and loan receivables

The Group uses a provision matrix to calculate ECLs for trade and loan receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.

The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust historical credit loss experience with forward- looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future. The information about the ECLs on the Group’s trade and loan receivables is disclosed in Note 11 and Note 12.

Depreciation of plant and equipment

The Group depreciates plant and equipment over their estimated useful lives after taking into account their estimated residual values. The estimated useful life reflects management’s estimate of the period that the Group intends to derive future economic benefits from the use of the Group’s plant and equipment. Changes in the expected level of usage and technological developments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact future depreciation charges.

The carrying amount of the Group’s plant and equipment as at June 30, 2024 are RM 3,765,783 (December 31, 2023: RM 3,198,123).

4 FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
**** December 31, 2023 **** June 30, 2024 ****
--- --- --- --- --- --- --- --- ---
**** RM **** RM **** ****
At beginning of year 12,819,747 38,368,829
Addition 50,492,301 26,888,040
Disposal (27,423,012 ) (14,548,082 ) )
Fair value adjustment 2,378,581 (7,018,825 ) )
Currency realignment 101,212 685,966
At end of year 38,368,829 44,375,928

All values are in US Dollars.

F-20

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

December 31, <br> 2023 June 30, <br> 2024
RM RM
Listed equity security
- Treasure Global Inc. 36 13
- YY Group Holding Limited - 2,449,441
36 2,449,454
Unlisted equity securities
- Sagtec Global Limited 7,746,738 7,962,634
- YY Group Holding Limited 23,738,105 -
- GlobexUS Holdings Corp 6,883,950 7,075,800
- Fintech Scion Limited - 26,888,040
38,368,793 41,926,474
38,368,829 44,375,928

All values are in US Dollars.

Quoted shares

As of December 31, 2022, quoted investment in shares measured at FVTOCI related to an equity interest of 14.55% in Treasure Global Inc (“TGL”), an entity that is listed on the Nasdaq Stock Market. In January 2023, the Company has disposed all of its 14.55% shareholdings in TGL shares.

In April 2024, YY Group Holding Limited successfully listed on the Nasdaq Stock Market.

Unquoted shares

In May 2023, the Company acquired 500 ordinary shares from Globexus Holding Corp via a share-swap arrangement, valued at USD 1,500,000.

In October 2023, the Company received a total of 800,000 ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s business consultancy services rendered valued at USD 1,600,000.

In December 2023, the Company acquired approximately 4.9% or 1,631,700 ordinary shares in YY Group Holding Limited, an entity incorporated in British Virgin Islands, valued at USD 4,895,100. As of June 30, 2024, the Company disposed a total of 1,000,000 of ordinary share in YY Group Holding Limited to a third party. As at the end of the reporting period, the outstanding balance due from the third party is included in other receivables (Note 11).

As of June 30, 2024, the fair value of certain unquoted investments was determined by the Group using a third-party independent valuation firm not connected to the Group using the income approach - discounted cash flow and market approach – price earnings approach. The Group takes full responsibility for the determination of the value of the unquoted investment.

The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis as of June 30, 2024 are shown below:

Revenue growth rate A decrease<br> in revenue growth rate would result in a decrease in fair value.
Weighted Average Cost of Capital (“WACC”) An increase in WACC would<br> result in a decrease in fair value.
Price Earnings (“P/E”) Multiples A decrease in P/E would<br> result in decrease in the fair value.
Discount for lack of marketability (“DLOM”) An increase in DLOM would<br> result in a decrease in fair value.

F-21

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

5 FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS
**** December 31, 2023 June 30, 2024
--- --- --- --- --- ---
**** RM RM
Unquoted shares:
At beginning of year 72,295 72,793
Addition - -
Disposal - -
Currency realignment 498 1,806
At end of year 72,793 74,599

All values are in US Dollars.

Unquoted shares

Included in the unquoted shares are investment in the following:

● 5% (2022: 5%) equity interest in Zero Carbon Farms Ltd, an entity incorporated in United Kingdom.
● 0.1% (2022: 0.1%) equity interest in Unique Fire Holdings Berhad, an entity incorporated in Malaysia.

The above valuations are categorised under Level 3 of the fair value hierarchy, and are generally sensitive to the unobservable inputs. Any increase or decrease in transacted price would result in an increase or decrease in the fair value of the unquoted investments.

Any significant movement in inputs would result in a significant change to the fair value of the unquoted investment. There are no transfers between Levels 1 and 2 and into or out of Level 3 during the year.

6 PROPERTY, PLANT AND EQUIPMENT
Fixtures<br> and fittings Office renovations Computer<br> & software Renovation<br> in progress Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
RM RM RM RM RM
Cost
As of December 31, 2022 185,085 260,803 1,323,962 127,650 - 1,897,500
Additions 122,994 100,698 818,044 207,862 713,259 1,962,857
Disposals (3,470 ) - - (7,097 ) - (10,567 )
Currency alignment - 4 1,919 - - 1,923
As of December 31, 2023 304,609 361,505 2,143,925 328,415 713,259 3,851,713
Additions 117,889 3,603 88,536 44,550 492,103 746,681
Disposals - - - - - -
As of June 30, 2024 422,498 365,108 2,232,461 372,965 1,205,362 4,598,394
Accumulated depreciation
As of December 31, 2022 35,789 71,458 184,461 54,213 - 345,921
Depreciation for the period 26,584 66,251 185,418 39,855 - 318,108
Disposals (3,470 ) - - (7,097 ) - (10,567 )
Written off - 8 120 - - 128
As of December 31, 2023 58,903 137,717 369,999 86,971 - 653,590
Depreciation for the period 13,235 31,672 103,925 29,487 - 178,319
Adjustments
Effect of foreign exchange - 2 700 - - 702
Disposals
As of June 30, 2024 72,138 169,391 474,624 116,458 - 832,611
Carrying amounts
As of December 31, 2023 245,706 223,788 1,773,926 241,444 713,259 3,198,123
As of June 30, 2024 350,360 195,717 1,757,837 256,507 1,205,362 3,765,783
As of June 30, 2024 () 74,273 41,490 372,644 54,377 255,525 798,309

All values are in US Dollars.

F-22

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

7 RIGHT-OF-USE ASSETS
Motor vehicles Total
--- --- --- --- --- ---
RM RM
Cost
At January 1, 2023 952,191 - 952,191
Additions 639,093 275,542 914,635
At December 31, 2023 1,591,284 275,542 1,866,826
Additions - - -
At June 30, 2024 1,591,284 275,542 1,866,826
Accumulated depreciation
At January 1, 2023 238,048 - 238,048
Charges 397,283 27,554 424,837
At December 31, 2023 635,331 27,554 662,885
Charges 318,472 13,777 332,249
At June 30, 2024 953,803 41,331 995,134
Carrying amount:
At December 31, 2023 955,953 247,988 1,203,941
At June 30, 2024 637,481 234,211 871,692
At June 30, 2024 () 135,140 49,650 184,790

All values are in US Dollars.

Included in the addition of right-of-use

assets is cash outflow amounted to RM28,542 recognized during the year as disclosed in the consolidated statements of cash flows.

8 INTANGIBLEASSETS
December 31, <br> 2023 June 30, <br> 2024
--- --- --- --- --- --- ---
RM RM
Cost
At January 1 - 4,700,894
Additions 4,700,894 3,009,940
Currency realignment - 127,900
Effect of foreign exchange - - )
At December 31 4,700,894 7,838,734

All values are in US Dollars.

The Group’s intangible assets mainly pertain to an artificial intelligence powered travel platform software and software packages involved in intelligent sales management platform, retain management system, lending management system and donation management system.

Included in the additions of intangible assets during the financial year are as follows:

**** December 31, 2023 June 30, 2024
**** RM RM
Salaries and related costs
- Staff 111,594 162,394

All values are in US Dollars.

F-23

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

9 DEFERRED TAX ASSETS

The following are the major deferred tax assets recognised by the Group and the movements thereon, during the current and prior reporting periods:

**** December 31, 2023 June 30, 2024
**** RM RM
Provisions:
At beginning/end of year 339,650 339,650

All values are in US Dollars.

10 TRADE AND OTHER RECEIVABLES
**** December 31, 2023 **** June 30, 2024 ****
**** RM **** RM **** ****
Trade receivables
- Third parties 11,310,279 27,995,076
- Related parties 2,499,319 5,531,955
13,809,598 33,527,031
Less: Allowance for expected credit losses on trade receivables (2,518,122 ) -
11,291,476 33,527,031
Deposits 4,122,755 4,518,326
Prepayments 466,629 84,991,054
Other receivables 13,068,732 18,977,576
28,949,592 142,013,987
Movement in allowance for expected credit losses on trade receivables as follows:
Beginning balances 1,757,638 2,518,122
Additional 756,973 -
Bad debt written off - (2,518,122 ) )
Currency realignment 3,511 -
Ending balance 2,518,122 -

All values are in US Dollars.

The average credit period for services rendered is 30 days. No interest is charged on the outstanding balances.

F-24

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

**** December 31, 2023 **** June 30, 2024
**** RM **** RM
Not past due 5,961,854 18,960,617
Past due 7,847,744 14,566,414
Less: Allowance for expected credit losses (2,518,122 ) -
11,291,476 33,527,031

All values are in US Dollars.

A majority of the Group’s trade receivables that are neither past due nor impaired are with creditworthy counterparties with good track record of credit history.

(i) Aging of receivables that are past due the average credit period:
**** December 31, 2023 June 30, 2024
--- --- --- --- --- ---
**** RM RM
< 30 days 790,489 6,410,714
31 days to 60 days 4,240 5,591,402
61 days to 210 days 5,015,219 -
211 days to 240 days - 738,728
241 days to < 1 year 2,037,796 1,825,570
Total 7,847,744 14,566,414

All values are in US Dollars.

In determining the recoverability of a trade receivables, the Group considers any changes in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Group’s trade receivables balances which are past due and partially impaired.

(ii) These amounts are stated before any deduction<br> for impairment losses and are not secured by any collateral or credit enhancements.

The allowance for ECL has been determined by taking into consideration recovery prospects and past doubtful experience.

As part of the Group’s credit risk management, the Group assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.

Impairment allowance on trade receivables has been measured at an amount equal to lifetime expected credit losses (“ECL”). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate. The Group has recognized a loss allowance of 100% against general receivables over 240 days past due because historical experience has indicated that these receivables are generally not recoverable. For specific and individual trade receivables, the Group has access them individually to decide whether the trade receivables have recoverable issues based on the closely contact and past experience to justify it.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period. A trade receivable is written-off when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery.

The following table details the risk profile of trade receivables based on the Group’s provision matrix. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group’s different customer base:

**** Trade receivables – days past due
**** Not past due 1 to 30 days 31-60 days 61-210 days 211 – 240 days Over 241 days Total
**** RM RM RM RM RM RM RM
Lifetime ECL – December 31, 2023 - - - 480,326 - 2,037,796 2,518,122
Lifetime ECL – June 30, 2024 - - - - - - -

The above balances that are not denominated in the functional currency are as follows:

**** December 31, 2023 June 30, 2024
**** **** RM **** RM
United States dollar 5,743,323 22,947,168

F-25

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

11 LOAN RECEIVABLES
December 31,<br> 2023 June 30,<br> 2024
--- --- --- --- --- --- --- --- ---
RM RM
Personal loans 2,912,547 3,482,771
Term loans 43,339,398 40,241,358
Loans to related parties 2,819,450 20,112,762
49,071,395 63,836,891
Less: Unearned interest (12,222,634 ) (417,883 ) )
36,848,761 63,419,008
Less: Allowance for expected credit losses on loan receivables (272,225 ) (640,684 ) )
36,576,536 62,778,324

All values are in US Dollars.

**** December 31, 2023 June 30, 2024
**** RM RM
Current asset 15,378,236 23,538,832
Non-current asset 21,198,300 39,239,492
36,576,536 62,778,324

All values are in US Dollars.

Loans receivables bears interest ranged from 10% to 18% per annum and is due within the next one to five years.

The average credit period for services rendered is 30 (2023: 30) days. No interest is charged on the outstanding balances.

December 31,<br> 2023 June 30, <br> 2024
RM RM
Not past due 47,476,339 62,149,303
Past due 1,595,056 1,687,588
49,071,395 63,836,891
Less: Allowance for expected credit losses on loan receivables (272,225 ) (640,684 ) )
48,799,170 63,196,207

All values are in US Dollars.

A majority of the Group’s loan receivables that are neither past due nor impaired are with creditworthy counterparties with good track record of credit history.

(i) Aging of loan receivables that are past due the average credit period:
**** December 31, 2023 June 30, 2024
--- --- --- --- --- ---
**** RM RM
< 30 days 1,482,120 816,739
31 days to 60 days 103,416 108,247
61 days to 210 days 9,520 762,602
211 days to 240 days - -
241 days to < 1 year - -
Total 1,595,056 1,687,588

All values are in US Dollars.

In determining the recoverability of loan receivables, the Group considers any changes in the credit quality of the loan receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Group’s loan receivables balances which are past due and partially impaired.

F-26

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

(ii) These amounts are stated<br> before any deduction for allowance for ECL and are not secured by any collateral or credit enhancements.

The allowance for ECL in loan receivables has been determined by taking into consideration recovery prospects and past doubtful experience.

As part of the Group’s credit risk management, the Group assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.

Allowance for ECL on loan receivables has been measured at an amount equal to lifetime ECL. The ECL on loan receivables are estimated using a provision matrix by reference to past default experience of the loan receivables and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the loan receivables, general economic conditions of the industry in which the debtors operate. The Group has recognized 100% ECL against receivables over 240 days past due because historical experience has indicated that these loan receivables are generally not recoverable. For specific and individual loan receivables, the Group has access them individually to decide whether the loan receivables have recoverable issues based on the closely contact and past experience to justify it.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period. A loan receivable is written-off when there is information indicating that the loan receivables is in severe financial difficulty and there is no realistic prospect of recovery.

The following table details the risk profile of loan receivables based on the Group’s provision matrix. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group’s different customer base:

**** Loan receivables – days past due
**** Not past due 1 to 30 days 31-60 days 61-210 days 211 – 240 days Over 241 days Total
**** RM RM RM RM RM RM RM
Lifetime ECL – December 31, 2023 237,382 31,125 3,102 616 - - 272,225
Lifetime ECL – June 30, 2024 548,129 47,460 6,349 38,746 - - 640,684
12 CASH AND BANK BALANCES
--- ---
As of<br> December 31, <br><br> 2023 As of<br> June 30, <br><br> 2024
--- --- --- --- --- ---
RM RM
Cash and bank balances 4,637,260 5,872,715
Cash at share trading accounts 19 -
Total 4,637,279 5,872,715

All values are in US Dollars.

Cash at share trading accounts are readily convertible to a known amount of cash which are subject to an insignificant risk of changes in value.

F-27

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

The above balances that are not denominated in the functional currency are as follows:

December 31, <br><br> 2023 June 30,<br><br> 2024
RM RM
Singapore dollar 15,101 21,020
United States dollar 1,379,856 666,228
13 TRADE AND OTHER PAYABLES
--- ---
December 31, <br><br> 2023 June 30, <br><br> 2024
--- --- --- --- --- ---
RM RM
Trade payables 2,326,371 1,699,707
Accruals 6,901,199 2,783,291
Sundry payables 2,592,465 16,543,862
Advance from a director - subsidiaries 7,563,894 -
Total 19,383,929 21,026,860

All values are in US Dollars.

Trade payables mainly consist of the consultant fees in relation to legal counsel, auditors and investment banking firms in which we engaged for our clients.

Accruals consist mainly of staff salaries and consultant fees for which services have been performed but not been billed.

Sundry payables consist mainly of audit fees, secretarial fees, renovation expenses and other professional fees.

Advances from a director

  • subsidiaries is unsecured, interest-free and repayable on demand in cash.

The above balances that are not denominated in the functional currency are as follows:

December 31, <br><br> 2023 June 30,<br><br> 2024
RM RM
United States dollar 1,416,836 350,167
Singapore Dollars - 6,000

F-28

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

14 LEASE LIABILITIES
December 31, <br><br> 2023 June 30, <br><br> 2024
--- --- --- --- --- --- --- --- ---
RM RM
At beginning of year / period 744,959 1,255,340
Additions 886,093 -
Finance cost 30,288 24,327
Payment (406,000 ) (375,642 ) )
At of end of year / period 1,255,340 904,025
Future lease payment payable:
-    Not later than one year 732,498 664,284
-    More than<br> one year to five years 564,483 280,467
Total future minimum lease payments 1,296,981 944,751
Less: Future finance charges (41,641 ) (40,726 ) )
1,255,340 904,025

All values are in US Dollars.

These are office lease contracts for premises with a tenure of 3 years. The obligations under these leases are secured by the lessor's title to the leased assets. In contrast, the Group also has certain leases with lease terms of 12 months or less. The Group applies the "short-term lease" recognition exemptions for these leases.

Details of the carrying amounts of right-of-use assets recognized and the movements during the year are disclosed in Note 7 to the financial statements.

The lease liabilities at the end of the reporting period bear weighted average incremental borrowing rate of 4.31% (2023: 4.31%) per annum.

**** December 31, 2023 June 30, 2024
**** RM RM
Depreciation of right-of-use asset 424,837 332,249
Interest expense on lease liabilities 30,288 24,327
Lease expense not capitalised in lease liabilities:
-expense relating to short-term<br> lease 232,081 269,160
Total amount recognised in profit or loss 687,206 625,736

All values are in US Dollars.

F-29

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

15 BANK AND OTHER BORROWINGS
**** December 31, 2023 June 30, 2024
--- --- --- --- --- ---
**** RM RM
Bank borrowings
-       Current 77,277 107,726
-       Non-current 245,322 170,444
Total bank borrowings 322,599 278,170
Other borrowings – current 600,000 600,000
Total borrowings 922,599 878,170

All values are in US Dollars.

Notes:

(A) Bank borrowings:

This is made up of the following loans:

Loan 1 : A principal amount of RM150,000 from a financial institution, which charged an interest rate at 5.00% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM3,318. The maturity date is June 2023.
Loan 2 : A principal amount of RM200,000 from a financial institution, which charged an interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM3,639. The maturity date is August 2026.
--- ---
Loan 3 : A principal amount of RM300,000 from a financial institution, which charged an interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM6,136. The maturity date is August 2026.
--- ---

The bank borrowings of the Group are secured against:

a) Guarantee in favour of the lender by Credit Guarantee Corporation (CGC) under the portfolio guarantee scheme for 70% of the approved limit;
b) Corporate guarantee in<br> favour of the lender by a third party company which the Director have interests;
--- ---
c) Assignment of single premium reducing term plan issued by Sun Life Malaysia Assurance Berhad under Director of the Company, for the sum insured of not less than RM150,000 to the lender; and
d) Jointly and severally guaranteed<br> in favour of the lender by a Director of the Company.
--- ---
(B) Other borrowings
--- ---

This relates to redeemable preference shares issued by a subsidiary. The redeemable preference shares are liability in nature as the subsidiary has to redeem the shares at a particular date by paying agreed amount to the holder of the shares. Non-discretionary dividends paid on redeemable preference shares is recorded as expenses in income statement as any return paid towards liabilities is treated as an interest expense in the income statement.

The redeemable preference shares have

a face value of RM600,000 representing 600,000 shares at RM 1.00 each. It is redeemable at a fair value of RM600,000.

F-30

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

16 WARRANT LIABILITIES
December 31, <br> 2023 June 30, <br> 2024
--- --- --- --- --- --- --- ---
RM RM
Cost
At January 1 - 1,964,335
Additions 1,964,335 13,043,907
Exercised - (7,448,077 ) )
Currency realignment - 54,744
At December 31 1,964,335 7,614,909

All values are in US Dollars.

In connection with the advisory agreement entered into with Exchange Listing, LLC, a Nevada limited liability corporation, the Company has issued a total of 250,000 warrants exercisable at USD 4.00 per share to Exchange Listing, LLC on March 26, 2023.

On January 17, 2024, the Company has issued a total of 2,200,000 of warrant A and warrant B each at USD 1.25 per share to shareholders in following offering. As of June 30, 2024, a total of 2,518,984 warrant have been exercised.

Management applied the provisions of debt and equity classification under IAS 32 Financial Instruments: Presentation (“IAS 32”). In accordance with IAS 32, a contract to issue a variable number of shares fail to meet the definition of equity and must instead be classified as a derivative liability and measured at fair value with changes in fair value recognised in the consolidated statement of comprehensive income at each reporting date. As these warrants include contingent settlement provisions that introduce potential variability to the settlement amounts of the warrants, dependent on the occurrence of some uncertain future events, the warrants are accounted for as derivative financial liabilities at fair value.

The Group applied a Black-Scholes pricing model to estimate the fair value of the warrant liabilities. The significant inputs into the model are shown below.

**** Warrant A **** Warrant B **** Warrant to Exchange listing ****

| Share price | USD | 1.08 | | USD | 1.08 | | USD | 2.26 | |

| Exercise price / warrant | USD | 1.25 | | USD | 1.25 | | USD | 4.00 | |

| Expected volatility | | 98.07 | % | | 98.07 | % | | 130.14 | % |

| Dividend yield | | Nil | | | Nil | | | Nil | |

| Expected term (years) | | 5 years | | | 1.5 years | | | 4.24 years | |

| Annual risk-free interest rate | | 4.106 | % | | 4.106 | % | | 3.918 | % |

F-31

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

17 SHARE CAPITAL
**** December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024
--- --- --- --- --- --- --- --- --- ---
**** Number of ordinary shares Number of ordinary shares RM RM
Paid up capital:
At beginning of year / period 34,412,259 38,027,579 13,127,427 44,009,131
Issuance of shares ^(1)^ 1,280,000 - 3,349,620 -
Issuance of shares ^(2)^ 736,169 - 7,341,927 -
Issuance of shares ^(3)^ 304,246 - 4,068,333 -
Issuance of shares ^(4)^ 600,000 - 6,921,300 -
Issuance of shares ^(5)^ 380,000 - 4,451,733 -
Issuance of shares ^(6)^ 286,533 - 4,518,500 -
Issuance of shares ^(7)^ 28,372 - 230,291 -
Issuance of shares ^(8)^ - 2,200,000 - 5,320,120
Issuance of shares ^(9)^ - 149,816 - 797,844
Issuance of shares ^(10)^ - 2,518,984 - 14,995,875
Issuance of shares ^(11)^ - 350,000 - 6,598,200
Issuance of shares ^(12)^ - 2,500,000 - 10,445,600
Issuance of shares ^(13)^ - 1,021,047 - 5,171,195
Issuance of shares ^(14)^ - 8,000,000 - 32,285,776
Issuance of shares ^(15)^ - 14,197,447 - 46,952,428
Issuance<br> of shares ^(16)^ - 1,582,542 - 5,009,859
At of end of year / period 38,027,579 70,547,415 44,009,131 171,586,028

All values are in US Dollars.

As of December 31, 2021, the Company

has authorized 50,000 ordinary shares at USD1.00. The paid up ordinary shares has no par value and carry one vote per share and carry a right to dividends as and when declared by the Company.

^(1)^ On April 12, 2023, 1,280,000 ordinary shares were issued in our initial offering at USD4.00 per ordinary share, before deduction the discounts and expenses.
^(2)^ On April 12, 2023, 736,169 ordinary shares were issued to Exchange Listing, LLC pursuant to their consulting agreement with the Company.
--- ---
^(3)^ In May 2023, 229,453 and 74,793 ordinary shares were issued to Exchange Listing, LLC and Boustead Securities, LLC pursuant to the exercise of warrants, respectively.
--- ---
^(4)^ On May 31, 2023, 600,000 ordinary shares were issued to Globexus Holding Corp as part of share-swap arrangement for 500 Globexus Holding Corp’s ordinary shares.
--- ---
^(5)^ On April 12, 2023, 380,000 ordinary shares were issued, in aggregate, to certain of our executive officers and employees pursuant to their employment agreements.
--- ---
^(6)^ On August 1, 2023, 286,533 ordinary shares were issued to ZCity Sdn. Bhd. as consideration for services rendered to the Company.
--- ---
^(7)^ On October 1, 2023, 28,372 ordinary shares were issued to Outside The Box Capital Inc. as consideration for services rendered to the Company.
--- ---
^(8)^ On January 17, 2024, 2,200,000 ordinary shares were issued in our following offering at USD1.25 per ordinary share, before deduction the discounts and expenses.
--- ---
^(9)^ In January 2024, 149,816 ordinary shares were issued, in aggregate, to our directors to pursuant to their employment agreements.
--- ---
^(10)^ 2,518,984 ordinary shares were issued from February 2024 to April 2024, in aggregate, to pursuant to the exercise of warrants.
--- ---
^(11)^ On March 18, 2024, 350,000 ordinary shares were issued to Sichenzia Ross Ference Carmel LLP as consideration for services rendered to the Company.
--- ---
^(12)^ On April 10, 2024, 2,500,000 ordinary shares were issued to Legacy Credit Sdn Bhd at USD1.00 per share for first 1,000,000 unit of ordinary shares and USD0.80 per share for the remaining 1,500,000 units of ordinary shares.
--- ---
^(13)^ On April 13, 2024, 1,021,047 ordinary shares were issued to executive director and independence director pursuant to their employment agreements.
--- ---
^(14)^ On May 22, 2024, 8,000,000 ordinary shares were issued to shareholders of Treasure Gold Inc as a collateral securing the Shell Company.
--- ---
^(15)^ On June 7, 2024, 14,197,447 ordinary shares were issued to Nexgen Advisory Sdn Bhd as a as prepayment for services rendered to the Company.
--- ---
^(16)^ In June 2024, 1,582,542 ordinary shares were issued in At-The-Market offering at the price ranged from USD0.59 to USD0.81, before deduction the discounts and expenses.
--- ---

F-32

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

18 CAPITAL RESERVE

This is in relation to merger reserves.

The merger reserve represents effects of changes in ownership interests in subsidiaries when there is no change in control. Under merger accounting, the assets, liabilities, revenue, expenses and cash flows of all the entities within the Group are combined after making such adjustments as are necessary to achieve consistency of accounting policies. This manner of presentation reflects the economic substance of combining companies, which were under common control throughout the relevant period, as a single economic enterprise.

19 FAIR VALUE RESERVE

Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets measured at fair value of other comprehensive income until it is disposed of and is distributable.

20 TRANSLATION RESERVE

The translation reserve comprises all foreign exchange differences arising from the translation of the consolidated financial statements of foreign operations whose functional currency is different from that of the Group’s presentation currency and is non-distributable.

21 REVENUE
Six months ended <br><br> June 30, <br><br> 2023 Six months ended <br><br> June 30, <br><br> 2024
--- --- --- --- --- ---
**** RM RM
Business strategy consultancy 20,789,179 52,647,479
Technology development, solutions and consultancy 19,733,018 8,250,188
Interest income 1,118,641 3,193,950
Others 2,822,357 659,975
Total 44,463,195 64,751,592

All values are in US Dollars.

This represents revenue arising from the Group’s contracts with customers for business strategy consultancy, technology development, solution and consultancy and investment.

22 OTHER INCOME
Six months ended<br> June 30, <br> 2023 Six months ended<br> June 30,<br> 2024
--- --- --- --- --- ---
RM RM
Interest income 942 3,771
Gain on disposal of financial asset, FVTOCI 780,319 -
Gain on forex 158,801 352,100
Reimbursement income for expenses incurred 104,839 44,377
Reversal of impairment allowance on trade receivables - 64,384
Others 10,005 26,769
Total 1,054,906 491,401

All values are in US Dollars.

F-33

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

23 COST OF SERVICES
Six months ended <br> June 30, <br> 2023 Six months ended <br> June 30, <br> 2024
--- --- --- --- --- ---
RM RM
Consultant fee 5,676,167 3,465,205
IT expenses 180,669 42,003
Training costs 192,398 47,635
Others - 426,720
Total 6,049,234 3,981,563

All values are in US Dollars.

The “consultant fee” refers to the Group’s costs incurred from assisting its clients, in engaging all the relevant professionals required during the listing process, including but not limited to legal counsel, auditors, finance consultants, the US capital markets consultant, which such consultant fee payment shall be included and be treated as part of our consultation services for its clients during the IPO’s process.

24 EMPLOYEES BENEFIT EXPENSES
Six months ended <br><br> June 30, <br><br> 2023 Six months ended <br><br> June 30, <br><br> 2024
--- --- --- --- --- ---
**** RM RM
Wages and salaries 6,860,747 7,064,194
Defined contribution plan 514,817 593,912
Other short-term benefits 394,661 47,320
Total 7,770,225 7,705,426

All values are in US Dollars.

Included in the employee benefit expenses is remuneration and benefit to director.

Six months ended <br><br> June 30, <br><br> 2023 Six months ended <br><br> June 30, <br><br> 2024
**** RM RM
Wages and salaries 1,758,118 1,808,696
Defined contribution plan 118,080 84,000
Other short-term benefits 1,159 1,147
Total 1,877,357 1,893,843

All values are in US Dollars.

F-34

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

25 FINANCE COST
**** Six months ended June 30, 2023 Six months ended June 30, 2024
--- --- --- --- --- ---
**** RM RM
Interest expenses on:
Bank borrowings 1,246 4,446
Operating lease obligation 14,629 24,327
Bank charges for investment securities - 13
Total 15,875 28,786

All values are in US Dollars.

26 OTHER OPERATING EXPENSES
Six months ended <br><br> June 30, <br><br> 2023 Six months ended<br><br> June 30,<br><br> 2024
--- --- --- --- --- ---
RM RM
Regulatory compliance and statutory cost 103,237 77,577
Regulatory consultancy fee - 776,000
Cost incurred to obtain licence 12,113 19,597
Bad debt written off - 889
Bank charges 24,764 54,394
Entertainment 450,727 413,987
Event fees 120,448 539,691
Foreign exchange adjustment 841,902 1,852,970
Marketing expenses 419,013 4,162,840
Software and website usage fee 29,628 29,165
Staff welfare 319,518 1,065,069
Office expenses 561,345 1,406,833
Preliminary expenses written off 280 -
Referral fees - 30,000
Recruitment fees 93,101 78,935
Travelling expenses 512,997 1,164,755
Upkeep of office equipment 100,866 257,695
Loss on disposal of subsidiary - 4,794
Net investment loss 78,618 -
Total 3,668,557 11,935,191

All values are in US Dollars.

Net investment loss is derived from the total net loss incurred from the trading of shares on recognized stock exchanges during the financial year.

F-35

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

27 PROFIT BEFORE INCOME TAX

In addition to the expenses disclosed in the notes to the financial statements, profit before income tax has been arrived at after charging the following material expenses:

Six months ended <br><br> June 30, <br><br> 2023 Six months ended<br><br> June 30, <br><br> 2024
**** RM RM
Legal and professional fees 1,473,823 3,531,157
Director’s fees 5,435,664 10,672,584

All values are in US Dollars.

28 INCOME TAX EXPENSES
Six months ended <br> June 30, <br> 2023 Six months ended <br> June 30, <br> 2024
--- --- --- --- --- --- ---
RM RM
Current income tax expense 800,000 826,402
Overprovision for tax expense (173,857 ) -
Income tax expense 626,143 826,402

All values are in US Dollars.

The tax on the Group’s profit before income tax differs from the theoretical amount that would arise using the Malaysia’s standard rate of income tax as follows:

Six months ended <br> June 30, <br> 2023 Six months ended <br> June 30,<br> 2024
RM RM
Profit before income tax 20,680,347 26,240,099
Tax calculated at tax rate of 24% 4,963,283 6,297,624
Effects of:
- Income not taxable for tax purposes (4,163,283 ) (5,794,261 ) )
- Unutilised tax losses forfeited - -
- Expenses not deductible for tax purposes - 323,039
800,000 826,402
Overprovision in prior year (173,857 ) -
Income tax expense 626,143 826,402

All values are in US Dollars.

29 OPERATINGLEASE
June 30,<br><br> 2023 June 30, <br><br> 2024
--- --- --- --- --- ---
**** RM RM
Short-term leases 149,951 269,160

All values are in US Dollars.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term.

F-36

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

30 SIGNIFICANT RELATED PARTY TRANSACTIONS

Related companies in these financial statements refer to members of the ultimate holding company’s group of companies.

Some of the Group’s transactions and arrangements are between members of the Group and the effect of these on the basis determined between the parties is reflected in these financial statements. The intercompany balances are unsecured, interest-free and repayable on demand, unless otherwise stated.

December 31, <br> 2023 June 30, <br> 2024
RM RM
Balance with related parties (common shareholders)
Trade receivables
Hoo Voon Him 988,191 1,015,731
Reveillon Group Sdn Bhd 150,001 3,117,164
V Invesco Sdn Bhd 1,361,127 1,399,060
2,499,319 5,531,955
Loans, Advances and Financing
Reveillon Group Sdn Bhd 1,338,583 17,449,362
XVI Troika Sdn Bhd 1,480,867 2,615,383
Reveillon Group Limited - 48,017
2,819,450 20,112,762
Total amount due from related parties 5,318,769 25,644,717
Non-trade payables
Hoo Voon Him 204,469 -
Noraini 930,890 -
V Capital Sdn Bhd 165,000 -
Amount due to related parties 1,300,359 -

All values are in US Dollars.

Amount due to related parties are not expected to be repaid within the next 12 months.

F-37

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

Transactions with related parties

The following represents the significant related party transactions for the years ended June 30, 2023 and 2024.

For the period <br> ended<br> June 30,<br> 2023 For the period<br> ended<br> June 30,<br> 2024

| | Relationship | Nature | Description | RM | | | RM | | | | |

| V Capital Sdn Bhd | Common shareholder | Trade nature | Purchase of services | | 62,257 | | | - | | | |

| V Invesco Sdn Bhd | Common shareholder | Trade nature | Purchase of services | | 55,500 | | | - | | | |

| V Capital Sdn Bhd | Common shareholder | Non-trade nature | Advances paid by V Capital Sdn Bhd | | (327,307 | ) | | - | | | |

| V Capital Sdn Bhd | Common shareholder | Non-trade nature | Advances paid to V Capital Sdn Bhd | | - | | | 165,000 | | | |

| V Invesco Sdn Bhd | Common shareholder | Non-trade nature | Advances paid by V Invesco Sdn Bhd | | (10,000 | ) | | - | | | |

| V Invesco Sdn Bhd | Common shareholder | Trade nature | Sale of services | | - | | | - | | | |

| V Invesco Fund (L) Limited | Common shareholder | Non-trade nature | Advances paid by V Invesco Fund (L) Limited | | (5,093 | ) | | - | | | |

| V Consortium Sdn Bhd | Common shareholder | Non-trade nature | Advances paid by V Consortium Sdn Bhd | | (56,058 | ) | | - | | | |

| Hoo Voon Him | Director | Non-trade nature | Advance paid to Director | | - | | | 204,469 | | | |

| Noraini Binti Aripin | Director | Non-trade nature | Advance receipt from Director | | (1,152,464 | ) | | - | | | |

| Vincent Hong | Director | Non-trade nature | Advance receipt from Director | | (466,783 | ) | | - | | | |

| Noraini Binti Aripin | Director | Non-trade nature | Advance paid to Director | | - | | | 930,890 | | | |

| Reveillon Group Sdn Bhd | Common Director | Trade nature | Sale of financing services | | - | | | (147,489 | ) | | ) |

| Reveillon Group Sdn Bhd | Common Director | Trade nature | Sale of consultancy services | | - | | | (2,962,982 | ) | | ) |

| XVI Troika Sdn Bhd | Common Director | Trade nature | Sale of financing services | | - | | | (154,135 | ) | | ) |

| Reveillon Group Limited | Common Director | Trade nature | Sale of financing services | | - | | | (3,656 | ) | | ) |

All values are in US Dollars.

31 OPERATING SEGMENTS

Services from which reportable segments derive their revenues reported to the Group’s chief operating decision maker (CODM) for the purposes of resource allocation and assessment of segment performance focuses on the types of services provided. Management has chosen to organise the Group around differences in services. No operating segments have been aggregated in arriving at the reportable segments of the Group.

Segment revenues and results

Revenue Net profit
June 30,<br> 2023 June 30, <br> 2024 June 30,<br> 2023 June 30,<br> 2024
RM RM RM RM
Business strategy consultancy 20,789,179 52,647,479 6,498,804 22,909,476
Technology development, solutions and consultancy 19,733,018 8,250,188 11,772,361 3,760,825
Interest income 1,118,641 3,193,950 667,227 1,056,683
Others 2,822,357 659,975 1,616,933 (201,048 ) )
Total 44,463,195 64,751,592 20,555,325 27,525,936
Other gains and losses 125,326 (1,260,822 ) )
Interest income 942 3,771
Finance cost (1,246 ) (28,786 ) )
Profit before income tax 20,680,347 26,240,099
Income tax expense (626,143 ) (826,402 ) )
Profit for the year 20,054,204 25,413,697

All values are in US Dollars.

Revenue reported above represents revenue generated

from external customers and related party. The revenue generated form related party is RM3,268,262 ($692,839) for June 30, 2024 (June 30, 2023: NIL)

F-38

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 2. Segment profit represents the profit earned by each segment without allocation of central administration costs, finance income, finance cost and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

Segment assets

**** December 31, 2023 June 30, 2024
**** RM RM
Business strategy consultancy 56,519,511 217,846,586
Technology development, solutions and consultancy 15,496,175 34,137,918
Interest income 38,007,733 13,216,039
Investments and others 8,024,218 2,730,869
118,047,637 267,931,412
Unallocated assets - -
Consolidated total assets 118,047,637 267,931,412

All values are in US Dollars.

No geographical segment information presented as Group’s operations are conducted predominantly in Malaysia.

32 FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT
a) Categories of financial instruments
--- ---

The following table sets out the financial instruments as at the end of the reporting period:

December 31,<br> <br><br> 2023 June 30,<br> <br><br> 2024
**** RM RM
Financial assets
Loan and receivables (including cash and bank balances) 69,696,778 125,673,972
Finance assets measured at fair value through other comprehensive income 38,368,829 44,375,928
Finance assets measured at fair value through profit or loss 72,793 74,599
Financial liabilities
Financial liabilities, at amortised cost 22,862,227 22,809,055
Financial liabilities, at fair value through profit or loss 1,964,335 7,614,909

All values are in US Dollars.

b) Financial instruments subject to offsetting, enforceable master netting arrangements and similar agreements

The Group does not have any financial instruments which are subject to enforceable master netting arrangements or similar netting agreements.

c) Financial risk management policies and objectives

The management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.

(i) Market risk management

The Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.

There has been no significant change to the Group’s exposure to market risk or the manner in which it manages and measures the risk.

(ii) Foreign currency risk management

The Group also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.

F-39

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

The currency exposure of financial assets and financial liabilities denominated in currencies other than the Group’s functional currency is as follows:

**** Assets Liabilities
**** December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024
**** RM RM RM RM
Singapore Dollar 15,101 21,020 - 6,000
United States Dollar 7,123,179 23,613,396 1,416,836 350,167

Foreign currency sensitivity

The following table details the sensitivity to a 5% increase and decrease in the related foreign currencies against the functional currency (“RM”) with all the other variables held constant. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates.  The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.

**** December 31, 2023 June 30, 2024
**** RM RM
Singapore Dollar 755 751
United States Dollar 285,317 1,163,161
(iii) Interest rate risk management
--- ---

The Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes to the financial statements. The Group currently does not have an interest rate hedging policy.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period.  A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates on loans had been 50 basis points

higher/lower and all other variables were held constant, the Group’s profit for the year would decrease/increase by approximately RM3,347 (2023: RM1,613 and 2022: RM5,983).

(iv) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of each reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the statements of financial position.

In order to minimise credit risk, the Group has delegated its finance team to develop and maintain the Group’s credit risk grading to categorise exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Group’s own historical repayment records to rate its major customers and debtors. The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.

F-40

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

The Group’s current credit risk grading framework comprises the following categories:

Category Description Basis for recognising ECL

| Performing | The counterparty has a low risk of default and does not have any past-due amounts | 12-month ECL |

| Doubtful | There has been a significant increase in credit risk since initial recognition | Lifetime ECL-<br> not credit-impaired |

| In default | There is evidence indicating the asset is credit impaired | Lifetime ECL - credit impaired |

| Write-off | There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery | Amount is written off |

For trade receivables, the Group has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Group determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).

As at the end of the reporting period, the impairment allowance for ECL is disclosed in Note 10 to the financial statements. The directors of the Group considered that the ECL for non-credit impaired trade receivables is insignificant as at the end of the reporting period.

(v) Liquidity risk management

Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.

In assessing our liquidity, we monitor and analyse our cash and cash equivalents and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and related parties.

Based on the above considerations, management is of the opinion that the Group has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months from end of the reporting period. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine the Group’s plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.

The Group maintains sufficient cash and cash equivalents, and internally generated cash flows to finance their activities.

Liquidity risk analyses

Non-derivative financial liabilities

The following table details the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the carrying amount of the financial liabilities on the statement of financial position.

**** Weighted **** On **** ****
**** average **** demand **** ****
**** effective **** or within Within ****
**** interest rate **** 1 year 2 to 5 years Total
**** % **** RM RM RM
As of June 30, 2024
Non-interest bearing - 21,026,860 - 21,026,860
Fixed interest rate 3.5-5 % 638,683 265,342 904,025
Variable interest rate BLR+2.6 % 707,726 170,444 878,170
Total 22,373,269 435,786 22,809,055
2023
Non-interest bearing - 20,684,288 - 20,684,288
Fixed interest rate 3.5-5 % 680,916 878,224 1,559,140
Variable interest rate BLR+2.6 % 43,668 81,282 124,950
Total 21,408,872 959,506 22,368,378

F-41

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

(vi) Fair value of financial assets and financial liabilities

The management considers that the carrying amounts of Group’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.

(d) Capital risk management policies and objectives

The management manages its capital to ensure that the Group will be able to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital.

The capital structure of the Group consists of equity attributable to owners of the Company, comprising issued capital, reserve and retained earnings as disclosed in the notes to financial statements.

Management monitors capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as total debt divided by total equity. Total debt is calculated as borrowings plus trade and other payables

**** December 31, 2023 **** June 30, 2024 ****
**** RM **** RM **** ****
Total debts 22,862,227 22,809,055
Total equity 92,969,863 236,801,277
Debt-to-equity % 24.59 % 9.63 % %

All values are in US Dollars.

The Group is not subject to externally imposed capital requirements for the financial years ended December 31, 2023 and for the financial period ended June 30, 2024.

The Group’s overall strategy remains unchanged from prior year.

(e) Concentrations

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivables. The Group conducts credit evaluations of their customers, and generally do not require collateral or other security from them. The Group evaluates their collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Group conducts periodic reviews of the financial condition and payment practices of their customers to minimize collection risk on accounts receivable.

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

**** June 30, 2023 **** June 30, 2024 ****
**** RM **** RM **** ****
Amount of the Group’s revenue:
Customer A 19,712,300 928,221
Customer B NA * NA * *
Customer C 8,263,840 NA * *
Customer D NA * NA * *

All values are in US Dollars.

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

**** December 31, 2023 June 30, 2024
**** RM RM
Amount of the Group’s revenue:
Customer A 2,326,144 11,668,144

All values are in US Dollars.

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

F-42

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

34 FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of the Group's financial instruments, other than those with carrying amounts that reasonably approximate to fair values, are as follows:

**** Carrying amount Fair value
**** December 31, 2023 June 30, 2024 December 31, 2023 June 30, 2024
**** RM RM RM RM
Financial assets
Financial assets at fair value through profit<br> or loss 72,793 74,599 72,793 74,599
Financial assets at fair value through other comprehensive<br> income 38,368,829 44,375,928 38,368,829 44,375,928
Liabilities
Warrant liabilities 1,964,335 7,614,909 1,964,335 7,614,909

All values are in US Dollars.

Management has assessed that the fair value of financial assets measured at fair value through other comprehensive income approximate to their carrying amounts largely due to the independent valuation performed and valuation technique that take into account key inputs such as P/E multiples, long-term growth rate and discount rate etc.

At each reporting date, management analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation.

The valuation procedures applied include consideration of recent transactions in the same security or financial instrument, recent financing of the investee companies, economic and market conditions, current and projected financial performance of the investee companies, and the investee companies’ management team as well as potential future strategies to realize the investments.

Management believes that the estimated fair values resulting from the valuation technique, which are recorded in the consolidated statements of financial position, and the related changes in fair values, which are recorded in profit or loss and other comprehensive income, are reasonable, and that they were the most appropriate values at the end of the reporting periods.

Fair value hierarchy

The following tables illustrate the fair value measurement hierarchy of the Group’s financial instruments:

Assets measured at fair value:

**** Fair value measurement using
**** Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) Total
**** RM RM RM RM
As at December 31, 2023
Financial assets at fair value through<br> profit or loss - - 72,793 72,793
Financial assets at fair value through other comprehensive<br> income 36 - 38,368,793 38,368,829
Financial liabilities, at fair value through profit<br> or loss - 1,964,335 - 1,964,335
As at June 30, 2024
Financial assets at fair value through profit or loss - - 74,599 74,599
Financial assets at fair value through other comprehensive<br> income 2,449,454 - 41,926,474 44,375,928
Financial liabilities, at fair value through profit<br> or loss - 7,614,909 - 7,614,909

As of June 30, 2024, the entire investment of shares in YY Group Holding

Limited at RM2,499,441 (USD519,257) has been transferred from Level 2 to Level 1 as the financial asset is quoted on Nasdaq Stock Market.

F-43

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements(unaudited)

The movements in fair value measurements within Level 1 during the years are as follow:

**** December 31, 2023 **** June 30, 2024 ****
**** RM **** RM **** ****
Quoted/Unquoted equity shares at fair value through<br> other comprehensive income
At beginning of year 12,819,747 36
Addition 369,967 23,738,105
Disposal (13,891,379 ) (14,548,082 ) )
Currency realignment - 66,390
Total unrealized gain recognized in other comprehensive income/(loss) 701,701 (6,806,995 ) )
At end of year 36 2,449,454

All values are in US Dollars.

35 RECONCILIATIONS OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
At<br> beginning<br> of year Subsidiary<br> acquired Proceeds<br> from<br> borrowings Principal Interest<br> charges Interest<br> paid At end of<br> year
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
RM RM RM RM RM RM RM
As of June 30, 2024
Bank borrowings 322,599 - - (44,429 ) 4,446 (4,446 ) 278,170
Lease liabilities 1,255,340 - - (351,315 ) 24,327 (24,327 ) 904,025
Other borrowings 600,000 - - - - - 600,000
2,177,939 - - (395,744 ) 28,773 (28,773 ) 1,782,195
**** At beginning of year Subsidiary acquired Proceeds from borrowings Principal **** Interest charges Interest paid **** At end of year
**** RM RM RM RM **** RM RM **** RM
As of December 31, 2023
Bank borrowings 443,174 - - (120,575 ) 13,954 (13,954 ) 322,599
Lease liabilities 744,959 - 886,093 (375,712 ) 30,288 (30,288 ) 1,255,340
Other borrowings 649,699 - - (49,699 ) 46,562 (46,562 ) 600,000
1,837,832 - 886,093 (545,986 ) 90,804 (90,804 ) 2,177,939
36 SUBSEQUENT EVENTS
--- ---

The Company evaluated all events and transactions from June 2024, up through August 19, 2024, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, other than the events disclosed above, there are not any material subsequent events that require in the consolidated financial statements.

F-45

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