VCI Global Ltd 6-K, filed Apr 17, 2026
VCI Global Ltd (VCIG)
About this 6-K
VCI Global Ltd filed this 6-K on April 17, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-41678
VCI Global Limited
(Translation of registrant’s name into English)
Suite 33.03 of Level 33, Menara Exchange 106,
Lingkaran TRX, Tun Razak Exchange,
55188 Kuala Lumpur, Malaysia
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Financial Statements and Exhibits.
As previously reported, on December 15, 2025, VCI Global Limited (the “Company”) entered into a Share Sale Agreement (the “Share Sale Agreement”) as vendor with a company incorporated in British Virgin Islands (the “Purchaser”), pursuant to which the Company agreed to sell all of the issued and outstanding equity interests of V Capital Consulting Group Limited, a British Virgin Islands company (the “VCCG”), to the Purchaser. Under the Share Sale Agreement, the Company agreed to sell an aggregate of 21,000,000 Class A shares and 3,000,000 Class B shares, representing 100% of the issued and outstanding share capital of VCCG, free and clear of all encumbrances. The aggregate purchase consideration for the transaction is US$33,975,000, payable in cash and/or through the issuance or transfer of common stock listed on a major stock exchange, to be paid within three years from the date of the Share Sale Agreement, subject to the terms and conditions set forth therein.
As disclosed in the Company’s press release on February 3, 2026, the Company’s former subsidiary, Credilab Sdn Bhd (“Credilab”) entered into two share sale agreements with two purchasers through a management buyout at an enterprise valuation of approximately US$43.74 million. Forms of the share sale agreements are attached hereto as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by reference
In connection with the aforementioned dispositions of VCCG and Credilab, the Company is filing unaudited pro forma condensed financial information to illustrate the estimated effects of these transactions on the Company’s historical financial position and results of operations.
The unaudited pro forma condensed financial information of the Company as of December 31, 2024, after disposition of Credilab band VCCG, is filed as Exhibit 99.3 hereto and is incorporated herein by reference.
The unaudited pro forma condensed financial information of the Company as of June 30, 2025, after disposition of Credilab band VCCG, is filed as Exhibit 99.4 hereto and is incorporated herein by reference.
Forward Looking Statements
This Report on Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to future performance and anticipated financial impacts. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Registrant’s Form 20-F (001-41678) filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2025 (the “Form 20-F”) and in the Registrant’s other filings with the SEC. The Registrant cautions that the foregoing factors are not exclusive. The Registrant cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Registrant does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 17, 2026 | VCI Global Limited | |
| By: | /s/ Victor Hoo | |
| Name: | Victor Hoo | |
| Title: | Chairman and Chief Executive Officer | |
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Exhibit 99.1
THIS SHARE SALE AGREEMENT is made on 31 December 2025 (“Agreement”)
BETWEEN:
| (1) | CREDILAB TECHNOLOGY SDN BHD (Registration No: 201501023969 (1149298-U)), a company incorporated in Malaysia and having its registered address at (“Vendor”); |
AND
| (2) | QUANSTAR CAPITAL PARTNERS LLC (Entity ID E53020322025-6) a company incorporated in Neveda and having its registered address at (“Purchaser”), |
(each a “Party” and collectively, the “Parties”).
WHEREAS:
| (A) | Credilab Sdn Bhd is a company incorporated in Malaysia and having its registered address at (“Company”). |
| (B) | The Vendor is the legal and beneficial owner of the entire issued and paid-up capital of the Company and intends to sell 154,467,795 ordinary shares and 5,000,000 Class B shares of the Company, of which 46,340,339 ordinary shares and 1,500,000 Class B shares are to be sold to the Purchaser (“Sale Shares”). |
| (C) | The Vendor is desirous of selling and transferring to the Purchaser, and the Purchaser is desirous of purchasing and accepting the transfer of the Sale Shares, free of all Encumbrances (hereinafter defined) whatsoever, together with all rights and benefits whatsoever attaching thereto as from Effective Transfer Date (as defined in Clause 4.4), subject to the lodgement of the Formalisation Documents, upon the terms and conditions herein. |
NOW IT IS HEREBY AGREED:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
In this Agreement, unless the context otherwise requires:
| “Agreement” | : | means this share sale agreement; | |
| “Audit” | : | has the meaning ascribed to it in Clause 5; | |
| “Business Day(s)” | : | means a day other than a Saturday, Sunday, or a public holiday when commercial banks are open for business in the Federal Territory of Kuala Lumpur, Malaysia; | |
| “Communication” | : | has the meaning ascribed to it in Clause 8.2; | |
| “Company” | : | has the meaning ascribed to it in Recital A; | |
| “Completion” | : | means the completion of transfer of the Sale Shares in accordance with this Agreement; | |
| “Completion Date” | : | means the date on which Completion takes place; | |
| “Effective Transfer Date” | : | the date of this Agreement, being the date on which beneficial ownership of the Sale Shares vests in the Purchaser pursuant to Clause 4.4; |
| “Encumbrances” | includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security, claim, agreement or arrangement of whatsoever nature; | ||
| “Purchase Consideration” | : | has the meaning ascribed to it in Clause 3; | |
| “Relevant Documents” | : | has the meaning ascribed to it in Clause 4.2; | |
| “Sale Shares” | : | has the meaning ascribed to it in Recital B; and | |
| “Securities Act” | means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. |
| 1.2 | Interpretation |
In this Agreement, unless the context otherwise requires:
| 1.2.1 | words denoting one gender include the other gender and neuter gender and words denoting the singular include the plural and vice versa; |
| 1.2.2 | an expression importing a natural person includes any corporation or other body corporate, partnership, association, public authority, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking; |
| 1.2.3 | any part of speech or grammatical form of a word or phrase defined in this Agreement has a corresponding meaning; |
| 1.2.4 | where a word or phrase indicates an exception to any of the provisions of this Agreement, and a wider construction is possible, such word or phrase is not to be construed ejusdem generis with any of the foregoing words or phrases and where a word or phrase serves only to illustrate or emphasise any of the provisions of this Agreement, such word or phrase is not to be construed, or to take effect, as limiting the generality of such provision; |
| 1.2.5 | any reference to a recital, sub-paragraph, paragraph, clause, schedule or party is to the relevant recital, sub-paragraph, paragraph, clause, schedule or party of, or to, this Agreement and any reference to this Agreement or any of the provisions hereof includes all amendments and modifications made to this Agreement or any such provisions as may be mutually agreed in writing by the Parties, from time to time and in force; |
| 1.2.6 | any reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and shall include all by-laws, instruments, orders, rules and regulation made thereunder; |
| 1.2.7 | any reference to a “business day” is to a day (not being a public holiday in Kuala Lumpur or a Saturday or Sunday) on which banks licensed to carry on banking business under the relevant laws, are open for business in Kuala Lumpur and any reference to a “day”, “week”, “month” or “year” is to that day, week, month or year in accordance with the Gregorian calendar; |
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| 1.2.8 | if any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day which is not a business day, then that period is to be deemed to only expire on the next business day; |
| 1.2.9 | the recitals to this Agreement shall have effect and be construed as an integral part of this Agreement, but in the event of any conflict or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the clauses of this Agreement priority and precedence over the provisions contained in the recitals to this Agreement; |
| 1.2.10 | a warranty, representation, undertaking, indemnity, covenant or agreement on the part of two or more persons binds them jointly and severally; |
| 1.2.11 | any agreement, notice, consent, approval, disclosure or communication under or pursuant to this Agreement shall be in writing; |
| 1.2.12 | words denoting an obligation on a party to do an act, matter or thing includes an obligation to procure that it be done or words placing a party under a restriction include an obligation not to permit an infringement of the restriction; |
| 1.2.13 | a reference to “United States Dollars” or “USD” shall be construed as the lawful currency of the United States of America; |
| 1.2.14 | a reference to a party to a document includes that party’s successors and permitted assigns; and |
| 1.2.15 | no rule for the construction or interpretation of contracts shall apply to the disadvantage of a party for the reason that the party was responsible for the preparation of this Agreement or any part of it. |
| 2. | SALE AND PURCHASE OF SALE SHARES |
| 2.1 | Subject to the terms and conditions of this Agreement: |
| (a) | the Vendor shall sell and transfer to the Purchaser the Sale Shares free from all Encumbrances and together with all rights and benefits attaching thereto; and |
| (b) | the Purchaser shall purchase and accept the transfer of the Sale Shares from the Vendor free from all Encumbrances and together with all rights and benefits attaching thereto. |
| 3. | CONSIDERATION |
| 3.1 | Purchase Consideration |
The consideration for the sale and purchase of the Sale Shares shall be USD13,122,000.00 only (“Purchase Consideration”).
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| 3.2 | Terms of Payment |
The Purchaser shall pay the Purchase Consideration to the Vendor in monthly instalment over a period of five (5) years from the date of this Agreement.
| 4. | COMPLETION |
| 4.1 | When Completion Takes Place |
Subject to (a) the terms and conditions of this Agreement, (b) the Parties complying with all its obligations herein and any other covenants given on or prior to the Completion Date, (c) there being no breach of or non-compliance with any term, condition, undertaking or warranty, Completion shall take place immediately on the date of the execution of the Agreement or on the date agreed in writing between the Parties, at the office of the Company or at such other venue mutually agreed between the Vendor and the Purchaser.
| 4.2 | Mechanism of Completion |
On the Completion Date, the Vendor shall deliver the following documents (“Relevant Documents”) to the Purchaser:
| (a) | duly executed but undated instrument of transfer in respect of the Sale Shares, dated as of the Effective Transfer Date, which the Purchaser is authorised to lodge with the relevant registrar at any time after the Effective Transfer Date; and |
| (b) | duly executed but undated resolutions of the board of directors of the Company approving the transfer of the Sale Shares from the Vendor to the Purchaser as the registered and beneficial owner of the Sale Shares in the register of members of the Company. |
| 4.3 | Return of Relevant Documents |
If this Agreement is rescinded or lawfully terminated in accordance with the terms of this Agreement, the Vendor shall be entitled to have returned to it the Relevant Documents.
| 4.4 | Effective Transfer of Beneficial Ownership |
Notwithstanding any other provision of this Agreement, the beneficial ownership of the Sale Shares shall be deemed to vest in and transfer to the Purchaser with effect from the date of this Agreement (“Effective Transfer Date”), pending the due execution and delivery of all instruments of transfer, board resolutions, and other documents required to be lodged with or filed with the relevant registrar or authority (collectively, the “Formalisation Documents”). For the avoidance of doubt, as from the Effective Transfer Date and pending the lodgement of the Formalisation Documents, the Vendor shall hold the Sale Shares on trust for the Purchaser and shall exercise all rights attaching to the Sale Shares (including, without limitation, voting rights and the right to receive dividends) only in accordance with the written directions of the Purchaser. The Vendor shall use its best endeavours to procure the prompt execution and lodgement of all Formalisation Documents as soon as reasonably practicable after the date of this Agreement.
| 5. | AUDIT |
The Vendor hereby grants the Purchaser, the right to inspect and conduct audit on the Company (“Audit”). The Vendor and the Company agree that any and all contracts, agreements, correspondences, books, accounts and other information relating to the Company’s business or the Company’s financial position shall be made available for inspection and audit by the Purchaser and Purchaser’s third party accountants or authorised personnels.
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| 6. | REPRESENTATIONS AND WARRANTIES |
| 6.1 | Each Party hereby represents and warrants to the other Party that: |
| (a) | it has full legal right and capacity to enter, execute, deliver and perform the terms and conditions of this Agreement; |
| (b) | this Agreement constitutes valid, legal and binding obligations on it, enforceable in accordance with its terms; and |
| (c) | the execution and delivery of this Agreement and performance of the obligations contained herein will not violate any applicable laws or documents to which it is a party or by which it is bound. |
| 6.2 | The Vendor hereby represents and warrants that: |
| (a) | The Vendor warrants to the Purchaser that the information and statements set out in the Vendor’s Warranties set out in Schedule 1 are true and fair in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Vendor’s Warranties shall be deemed to be repeated on Completion as if they had been entered into afresh during the said period in relation to the facts and circumstances then existing. |
| (b) | The Vendor acknowledge and agree that the Purchaser has entered into this Agreement in reliance on, inter alia, the Vendor’ Warranties. |
| (c) | Each of the Vendor’ Warranties is separate and is to be construed independently of the others. |
| (d) | In the event that the Vendor shall become aware, or reasonably ought to be aware, of any event which occurs or matter which arises which results or may result in any of the Vendor’ Warranties being unfulfilled, untrue, misleading or incorrect, the Vendor shall promptly notify the Purchaser in writing with full details thereof. |
| 6.3 | Purchaser’s Warranties |
| (a) | The Purchaser hereby warrants to the Vendor that the information and statements set out in the Purchaser’s Warranties in Schedule 2 are true and fair in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Purchaser’s Warranties shall be deemed to be repeated on Completion if they had been entered into afresh during the said period in relation to the facts and circumstances then existing. |
| (b) | The Purchaser acknowledges and agrees that the Vendor have entered into this Agreement in reliance on the Purchaser’s Warranties. |
| (c) | Each of the Purchaser’s Warranties is separate and is to be construed independently of the others. |
| (d) | If the Purchaser shall become aware, or reasonably ought to be aware, of any event which occurs or matter which arises which results or may result in any of the Purchaser’s Warranties being unfulfilled, untrue, misleading or incorrect, the Purchaser shall promptly notify the Vendor in writing with sufficient details thereof. |
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| 7. | TERMINATION |
| 7.1 | The Vendor’s Breach |
If the Vendor breaches any of the material or fundamental terms or conditions of this Agreement, the Purchaser shall give notice in writing to the Vendor specifying the default or breach requiring the Vendor to remedy the said default or breach within fourteen (14) days of the receipt of such notice.
| 7.2 | If the Vendor fails to remedy the relevant default or breach within the said fourteen (14) days or such other period as may be mutually agreed between the Parties in writing to the satisfaction of the Purchaser, the Purchaser shall be entitled to: |
| 7.2.1 | if the default or breach occurs prior to Completion: |
| (a) | enforce this Agreement by way of specific performance; or |
| (b) | give notice to the Vendor to terminate this Agreement and demand from the Vendor for the immediate return of all monies paid by the Purchaser under this Agreement. |
| 7.2.2 | If the default or breach occurs subsequent to Completion, give notice to the Vendor to pursue a claim for damages and/or demand from the Vendor for the immediate return of all Consideration Shares issued by the Purchaser towards account of the Purchase Consideration under this Agreement. |
| 7.3 | The rights and remedies of the Purchaser in respect of any breach of the terms and conditions herein shall not be affected by Completion. |
| 7.4 | The Purchaser’s Breach |
Upon the Vendor becoming aware of the occurrence of any of the events stated hereunder, the Vendor shall have the right to give notice in writing to the Purchaser specifying the default or breach requiring the Purchaser to remedy the said default or breach to the satisfaction of the Vendor within fourteen (14) days or such other period as may be mutually agreed between the Parties in writing of the receipt of such notice. The events are:
| 7.4.1 | Breach |
the breach of any of the material or fundamental terms or conditions of this Agreement by the Purchaser or the failure to perform or observe any of the material or fundamental undertaking, obligation or agreement in this Agreement by the Purchaser.
| 7.4.2 | Receiver/Special Administrator |
a receiver, receiver and manager, special administrator, trustee or similar official is appointed over any of the assets or undertaking of the Purchaser;
| 7.4.3 | Winding Up |
an application or order is made for the winding-up or dissolution of the Purchaser or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Purchaser;
| 7.4.4 | Arrangements |
the entry into or the resolution to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them, by the Purchaser;
| 7.4.5 | Events of Default |
the Purchaser commits any act or omits to do any act which results in the breach or non-fulfilment of any term or condition of any banking, finance or credit facility which has the effect of causing any of the events specified in Clauses 7.4(b), (c), and (d) to occur.
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| 7.5 | If the Purchaser fails to remedy the relevant default or breach within the said fourteen (14) days to the satisfaction of the Vendor, the Vendor shall be entitled to: |
| 7.5.1 | if the default or breach occurs prior to Completion: |
| (a) | enforce this Agreement by way of specific performance; or |
| (b) | give notice to the Purchaser to terminate this Agreement and thereafter this Agreement shall be deemed as terminated and neither Party shall have any further claims or actions whatsoever against the other under or arising out of this Agreement; |
| 7.5.2 | if the default or breach occurs subsequent to Completion, give notice to the Purchaser to pursue a claim for damages. |
| 8. | NOTICES |
| 8.1 | Contact Addresses and Numbers |
The addresses of the Parties for the purpose of this Agreement are specified below:
Vendor
| Address | : | ||
| Attention | : |
Purchaser
| Address | : | ||
| Attention | : |
| 8.2 | Service of Notice |
Except as stipulated otherwise in this Agreement, a notice, letter or other communication required or permitted (“Communication”), under this Agreement or by any written law related, ancillary or incidental to this Agreement, shall be served to the other Party in a manner as follows:
| 8.2.1 | by personal delivery by leaving the Communication at the Party’s current address for service; |
| 8.2.2 | by mailing the original copy of the Communication via prepaid registered post or by courier addressed to that Party at the Party’s current address for service; |
| 8.2.3 | by facsimile; or |
| 8.2.4 | by attaching the scanned copy of the Communication in an email message and sending said email message to the Party’s current email address. |
| 8.3 | Particulars for Services |
| 8.3.1 | The particulars for service of the Vendor, for the purpose of this clause, are as stipulated above pursuant to Clause 8.1. |
| 8.3.2 | The particulars for service of the Purchaser, for the purpose of this clause, are as stipulated above pursuant to Clause 8.1. |
| 8.3.3 | The Parties may change its particulars for service by way of written notice to the other. |
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| 8.4 | Time of Service |
A Communication is deemed served:
| (a) | if served personally or left at the Party’s current postal address for service, upon service; |
| (b) | if posted by registered post via courier to a Malaysian address, two (2) Business Days after posting, and in any other case, five (5) Business Days after posting; |
| (c) | if posted by registered post within Malaysia to a Malaysian address, five (5) Business Days after posting, and in any other case, ten (10) Business Days after posting; |
| (d) | if served by email, at the time transmission of such email provided always that the scanned copy of the Communication is attached therein and the sender has not received a failed or undeliverable message from the host provider of the recipient within twenty-four (24) hours from the time of transmission of the email; and |
| (e) | if a Party receive Communication by method (a) or (c) after 1700 hours local time of the place of receipt, the service is deemed completed at 0900 hours local time on the next Business Day. |
| 9. | CONFIDENTIALITY |
| 9.1 | The Parties agree that the contents of this Agreement and all information provided by one Party to the other Party in connection with this Agreement or in the course of the negotiations and all information concerning the matters contemplated in this Agreement (“Confidential Information”) shall, unless such information is required for the purpose of performing the Parties’ obligations contemplated in this Agreement, be held in strict confidence by each Party and its respective officers, employees, agents and servants and shall not be disclosed to any other party without the written consent of the Parties. |
| 9.2 | The Parties shall not make any announcement or disclosure of the Confidential Information, except where such Party reasonably determines that a disclosure or announcement is required by law, rule, regulation, judicial or government order, subpoena, the listing requirements of any stock exchange on which the shares of such Party or of its holding company are listed or other legal process, in which case such Party shall provide the other Party with written notice, to the extent practical and permitted by law, regulation or regulatory authority, of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy provided that no such prior notification shall be required in respect of any disclosure to regulatory authorities or stock exchange having jurisdiction over the Party. |
| 9.3 | Nothing in this Agreement shall restrict the Parties’ right to use, disclose or otherwise deal with any of the Confidential Information in any of the following circumstances: |
| (a) | if and to the extent that such Confidential Information was in the public domain at the time that it was disclosed to a Party or subsequently becomes so otherwise than as a result of a breach of the provisions of this Agreement by the Party; or |
| (b) | if such disclosure is required by law or by an order of a court of competent jurisdiction or any relevant regulatory authority which includes any stock exchange. |
| 9.4 | This restriction shall continue to apply after the termination, rescission and Completion of this Agreement, but shall cease to apply to information or knowledge which may properly come into the public domain through no fault of the Parties so restricted. |
| 9.5 | In addition to the above, until the Completion Date, no press release or other statement regarding this Agreement shall be issued by either Party without the prior written consent of the other Party, such consent to not be unreasonably withheld, conditioned or delayed, as to form, content, timing and manner of distribution or publication, provided that no Party shall be prevented from making any disclosure or announcement which is required to be made by law or pursuant to applicable legislation and the rules and policies of the British Virgin Islands, NASDAQ or the U.S. Securities and Exchange Commission. |
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| 10. | MISCELLANEOUS |
| 10.1 | Governing Laws and Jurisdiction |
| 10.1.1 | This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including without limitation any non-contractual obligations) shall be governed by and construed in accordance with the laws of Malaysia. |
| 10.1.2 | The courts of Malaysia shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter. |
| 10.2 | Time |
Time is of the essence as regards all dates, periods of time and times specified in this Agreement.
| 10.3 | Waiver and Exercise of Rights |
| 10.3.1 | A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other and/or subsequent exercise of that right or the exercise of any other right. |
| 10.3.2 | No Party will be liable for any loss or expenses incurred by another Party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right. |
| 10.4 | Further Assurance |
The Parties covenant that they will each respectively sign, execute, do and procure all other persons or companies, if necessary, to execute and do all such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.
| 10.5 | Successors and Assigns |
| 10.5.1 | This Agreement shall be binding on and shall ensue for the benefit of each Party’s successors and assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly. |
| 10.5.2 | No Party may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Party. |
| 10.6 | Counterparts |
This Agreement may be signed in counterparts. If signed by the Parties in respective counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.
| 10.7 | Illegality and Severability of Provisions |
| 10.7.1 | The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction will not affect the legality, validity or enforceability of this Agreement as a whole under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision. |
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| 10.7.2 | If a provision in this Agreement is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable. |
| 10.7.3 | If it is not possible to read down the provision as required in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or any of the other provisions in this Agreement. |
| 10.8 | Costs and Expenses |
The Parties shall bear their respective legal costs and expenses with respect to the negotiation, preparation and execution of this Agreement and other documents related, ancillary and incidental to this Agreement. Any stamp duty related to Agreement and other documents related, ancillary and incidental to this Agreement shall be borne by the Vendor.
| 10.9 | Assignment of this Agreement |
No Party shall assign, novate, transfer, mortgage, charge, subcontract, or deal in any other manner with any of its rights and obligations under this Agreement unless otherwise agreed in writing, by the other Party.
| 10.10 | Entire Agreement |
This Agreement contains the entire understanding between the Parties with respect to the subject matter and supersedes any prior written or oral agreement between them relating to it and may not be modified except in writing and signed by all Parties.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above.
| VENDOR | ||
| Signed by | ) | |
| Authorised signatory for and on behalf of | ) | |
| CREDILAB TECHNOLOGY SDN BHD | ) | Name: |
| Designation: Director |
| PURCHASER | ||
| Signed by | ) | |
| Authorised signatory for and on behalf of | ) | |
| QUANSTAR CAPITAL PARTNERS LLC | ) | Name: |
| Designation: Director |
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Schedule 1 – Vendor’s Warranties
| 1. | Capacity, Authority and Corporate Organisation |
| 1.1 | Right, power, authority and action |
| (a) | the Vendor have full power and authority, without any further consent of any other person, to enter, execute, deliver and perform the terms and conditions of this Agreement; |
| (b) | all acts, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents from third parties) in order to authorize, empower and enable it to lawfully enter into, exercise its rights and perform its obligations under this Agreement have been taken, fulfilled and done; |
| (c) | this Agreement constitutes valid, legal and binding obligations on the Vendor, enforceable in accordance with its terms; |
| (d) | the execution and delivery of this Agreement and performance of the obligations contained herein by the Vendor will not violate any applicable laws or documents to which the Vendor are a party or by which they are bound; and |
| (e) | the Vendor have not committed any act of bankruptcy or is an adjudicated bankrupt, and there does not exist any bankruptcy / winding-up proceeding or petition against the Vendor. |
| 1.2 | The Sale Shares |
| (a) | As at the date of this Agreement until Completion, the Vendor is the legal owner (but not the beneficial owner, beneficial ownership having vested in the Purchaser from the Effective Transfer Date pursuant to Clause 4.4) of the Sale Shares free from all encumbrances. |
| (b) | The Vendor own and control absolutely and without any restriction the exercise of each right and power attached to each Sale Share under applicable law, including, without limitation, the right to vote at any general meeting. |
| (c) | The Vendor have not entered into any contract or arrangement in respect of the Sale Shares, the right to vote on the Sale Shares or in respect of the corporate governance of the Company. |
| (d) | The Sale Shares comprise of 30% of the Company’s issued and paid-up share capital. |
| (e) | There is no agreement, arrangement or obligation to create or give any encumbrances, in relation to any of the issued or unissued shares in the capital of the Company. |
| (f) | There is no right of pre-emption and no restriction on transfer over the Sale Shares nor agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company (including, without limitation, an option or right of pre-emption or conversion or right of first refusal). |
| (g) | On Completion Date, the Purchaser shall be able to register the Sale Shares in the name of the Purchaser. |
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| 2. | The Company and Subsidiaries |
| 2.1 | Incorporation and existence of the Company |
The Company:
| (a) | has been duly incorporated and is validly existing under the laws of the Malaysia; and |
| (b) | has the power to own its own assets and carry on its business as it is now being conducted. |
| 2.2 | Memorandum and Articles of Association (“M&A”) |
If applicable, the Company is operating and has always operated its business and all other affairs of the Company in all respects in accordance with its M&A at the relevant time.
| 2.3 | Registers etc. |
Each register, minute book and other book which the Act requires the Company to keep has been properly kept, is up-to-date and contains a complete and accurate record of the matters which it is required by the Act to record. No notice has been received or allegation made that a register or book is incorrect or should be rectified.
| 2.4 | Returns etc. |
All returns, particulars, resolutions and other documents required to be delivered by the Company to the Registry office of British Virgin Islands or another governmental or other Public Authority or agency have been properly and duly prepared and delivered.
| 2.5 | Power of attorney/agency |
| (a) | There are no powers of attorney granted by the Company which remains in force. |
| (b) | No person not being an employee of the Company is authorised to act as agent for the Company or bind the Company other than the directors of the Company. |
| 3. | Books and Records |
| 3.1 | All the accounts, books, ledgers, financial and other records of whatsoever kind of the Company have been fully, properly and accurately kept and completed in accordance with the requirements of all relevant statutes. |
| 3.2 | The accounts books and records of the Company disclose and make proper provision or reserve for, or note of, all contingent liabilities, capital or burdensome commitments and deferred Taxation. |
| 4. | Licenses |
| 4.1 | Licenses |
| 4.1.1 | The Company has attended to the necessary registrations and procured all necessary licences, consent, permits and authorisations (“Licenses”) to carry on its trade or business. |
| 4.1.2 | The Licenses are valid and subsisting and in full force and effect and there is no reason for any of the Licenses to be suspended, cancelled, revoked, varied or not renewed as a result of the sale and transfer of the Sale Shares to the Purchaser or otherwise. |
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| 5. | Litigation |
| 5.1 | Litigation or arbitration |
| 5.1.1 | The Company is not engaged, whether as plaintiff or defendant, in any litigation, arbitration proceedings or prosecution and no such litigation, proceeding or prosecution is pending or threatened. |
| 5.1.2 | There is no order, decree or judgment of any court or governmental agency or Public Authority in Malaysia or any foreign country against the Company which may have a material adverse effect upon the assets or business of the Company. |
| 5.1.3 | There is not and has not been, in respect of the Company or any part of its business or assets: |
| (a) | any order made, petition presented or resolution passed (and no meeting has been convened at which such a resolution is proposed) for its winding up; |
| (b) | any voluntary arrangement or administrative order; |
| (c) | any proposal or petition or any distress, execution or other process levied; |
| (d) | any receiver, administrative receiver, administrator or other encumbrance appointed; |
| (e) | any unfulfilled or unsatisfied judgment or court order outstanding; or |
| (f) | any circumstances which might lead to the occurrence of any of the above events. |
| 5.1.4 | There is no current, on-going, pending or threatened litigation by or against the Vendor which may adversely affect the ability of the Vendor to fulfil and discharge all or any of its obligations under this Agreement. |
| 5.1.5 | There is no order, decree or judgment of any court or governmental agency or Public Authority in British Virgin Islands or any foreign country against the Vendor which may adversely affect the ability of the Vendor to fulfil and discharge all or any of its obligations under this Agreement. |
| 6. | Real Estate |
The Company does not own, whether legally or beneficially, any landed property.
| 7. | Consequences of Purchase by The Purchaser |
The Company is not a party to, nor is it bound or affected by or subject to, any Encumbrances, lease, agreement, deed, commitment, document, instrument, statute, legislation, regulation, judgment, order, decree or law which would be violated, contravened or under which a default would arise, as a result of the purchase of the Sale Shares by the Purchaser or performance by the Company of the actions contemplated by this Agreement and such purchase or performance will not:
| (a) | result in the Company losing the benefit of any right or privilege it presently enjoys; |
| (b) | relieve any person of any contractual obligation to the Company or enable any person to terminate any such obligation or any right or benefit enjoyed by the Company or to exercise any right under any agreement with the Company; |
| (c) | result in any present or future indebtedness of the Company becoming due or capable of being declared due and payable prior to its stated maturity; |
| (d) | cause the Company to be in breach of any obligations to a third party; or |
| (e) | cause the termination of or give rise to a right to any party to terminate any agreement entered into by the Company. |
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| 8. | Delegation of Authority |
| 8.1 | There are no delegations of authority or powers of attorney given by the Company which are in force. |
| 8.2 | No person, as agent or otherwise, is entitled or authorised to bind or commit the Company to any obligation not in the ordinary and proper course of its business. |
| 9. | Employment |
| 9.1 | The Company does not have any present or contingent liability to its former employee (if any) for any entitlements arising out of any employment by the Company. |
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Schedule 2 – Purchaser’s Warranties
| 1. | Incorporation and Existence |
The Purchaser is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.
| 2. | Power and Authority |
The Purchaser has full corporate power and authority to enter into, perform and complete the transactions contemplated by this Agreement.
| 3. | Authorisations |
All necessary corporate, shareholder and other actions required to authorise the execution, delivery and performance of this Agreement by the Purchaser have been duly taken.
| 4. | Binding Obligations |
This Agreement constitutes legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with its terms, subject to applicable insolvency and similar laws.
| 5. | No Conflict |
The execution and performance of this Agreement by the Purchaser do not and will not:
| (a) | breach any provision of its constitutional documents; |
| (b) | result in a breach of, or default under, any agreement or instrument binding on the Purchaser; or |
| (c) | violate any applicable law or regulation. |
| 6. | Consents and Approvals |
No consent, approval, authorisation or filing with any governmental or regulatory authority is required for the Purchaser to enter into and perform this Agreement, other than those that have been obtained or will be obtained prior to Completion.
| 7. | Financial Resources |
The Purchaser has, or will have at Completion, sufficient financial resources to pay the Consideration and to perform its obligations under this Agreement.
| 8. | No Insolvency |
The Purchaser is not insolvent and no steps have been taken or threatened for its winding-up, administration, liquidation or the appointment of a receiver or similar officer.
| 9. | Litigation |
There are no legal, arbitral or administrative proceedings pending or, to the Purchaser’s knowledge, threatened against the Purchaser which would have a material adverse effect on its ability to perform its obligations under this Agreement.
| 10. | Agents and Brokers |
No broker, finder or agent is entitled to any commission or fee in connection with the transactions contemplated by this Agreement for which the Seller could be liable.
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Exhibit 99.2
THIS SHARE SALE AGREEMENT is made on 31 December 2025 (“Agreement”)
BETWEEN:
| (1) | CREDILAB TECHNOLOGY SDN BHD (Registration No: 201501023969 (1149298-U)), a company incorporated in Malaysia and having its registered address at (“Vendor”); |
AND
| (2) | VHKL PRIVATE CAPITAL LIMITED (BVI Company No. 2035573) a company incorporated in British Virgin Islands and having its registered address at (“Purchaser”), |
(each a “Party” and collectively, the “Parties”).
WHEREAS:
| (A) | Credilab Sdn Bhd is a company incorporated in Malaysia and having its registered address at (“Company”). |
| (B) | The Vendor is the legal and beneficial owner of the entire issued and paid-up capital of the Company and intends to sell 154,467,795 ordinary shares and 5,000,000 Class B shares of the Company, of which 108,127,456 ordinary shares and 3,500,000 Class B shares are to be sold to the Purchaser (“Sale Shares”). |
| (C) | The Vendor is desirous of selling and transferring to the Purchaser, and the Purchaser is desirous of purchasing and accepting the transfer of the Sale Shares, free of all Encumbrances (hereinafter defined) whatsoever, together with all rights and benefits whatsoever attaching thereto as from Effective Transfer Date (as defined in Clause 4.4), subject to the lodgement of the Formalisation Documents, upon the terms and conditions herein. |
NOW IT IS HEREBY AGREED:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
In this Agreement, unless the context otherwise requires:
| “Agreement” | : | means this share sale agreement; | |
| “Audit” | : | has the meaning ascribed to it in Clause 5; | |
| “Business Day(s)” | : | means a day other than a Saturday, Sunday, or a public holiday when commercial banks are open for business in the Federal Territory of Kuala Lumpur, Malaysia; | |
| “Communication” | : | has the meaning ascribed to it in Clause 8.2; | |
| “Company” | : | has the meaning ascribed to it in Recital A; | |
| “Completion” | : | means the completion of transfer of the Sale Shares in accordance with this Agreement; | |
| “Completion Date” | : | means the date on which Completion takes place; | |
| “Effective Transfer Date” | : | the date of this Agreement, being the date on which beneficial ownership of the Sale Shares vests in the Purchaser pursuant to Clause 4.4; |
| “Encumbrances” | includes any interest or equity of any person (including, without prejudice to the generality of the foregoing, any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security, claim, agreement or arrangement of whatsoever nature; | ||
| “Purchase Consideration” | : | has the meaning ascribed to it in Clause 3; | |
| “Relevant Documents” | : | has the meaning ascribed to it in Clause 4.2; | |
| “Sale Shares” | : | has the meaning ascribed to it in Recital B; and | |
| “Securities Act” | means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. |
| 1.2 | Interpretation |
In this Agreement, unless the context otherwise requires:
| 1.2.1 | words denoting one gender include the other gender and neuter gender and words denoting the singular include the plural and vice versa; |
| 1.2.2 | an expression importing a natural person includes any corporation or other body corporate, partnership, association, public authority, two or more persons having a joint or common interest, or any other legal or commercial entity or undertaking; |
| 1.2.3 | any part of speech or grammatical form of a word or phrase defined in this Agreement has a corresponding meaning; |
| 1.2.4 | where a word or phrase indicates an exception to any of the provisions of this Agreement, and a wider construction is possible, such word or phrase is not to be construed ejusdem generis with any of the foregoing words or phrases and where a word or phrase serves only to illustrate or emphasise any of the provisions of this Agreement, such word or phrase is not to be construed, or to take effect, as limiting the generality of such provision; |
| 1.2.5 | any reference to a recital, sub-paragraph, paragraph, clause, schedule or party is to the relevant recital, sub-paragraph, paragraph, clause, schedule or party of, or to, this Agreement and any reference to this Agreement or any of the provisions hereof includes all amendments and modifications made to this Agreement or any such provisions as may be mutually agreed in writing by the Parties, from time to time and in force; |
| 1.2.6 | any reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted and shall include all by-laws, instruments, orders, rules and regulation made thereunder; |
| 1.2.7 | any reference to a “business day” is to a day (not being a public holiday in Kuala Lumpur or a Saturday or Sunday) on which banks licensed to carry on banking business under the relevant laws, are open for business in Kuala Lumpur and any reference to a “day”, “week”, “month” or “year” is to that day, week, month or year in accordance with the Gregorian calendar; |
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| 1.2.8 | if any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day and if any period of time falls on a day which is not a business day, then that period is to be deemed to only expire on the next business day; |
| 1.2.9 | the recitals to this Agreement shall have effect and be construed as an integral part of this Agreement, but in the event of any conflict or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation and enforcement of this Agreement, be resolved by giving the provisions contained in the clauses of this Agreement priority and precedence over the provisions contained in the recitals to this Agreement; |
| 1.2.10 | a warranty, representation, undertaking, indemnity, covenant or agreement on the part of two or more persons binds them jointly and severally; |
| 1.2.11 | any agreement, notice, consent, approval, disclosure or communication under or pursuant to this Agreement shall be in writing; |
| 1.2.12 | words denoting an obligation on a party to do an act, matter or thing includes an obligation to procure that it be done or words placing a party under a restriction include an obligation not to permit an infringement of the restriction; |
| 1.2.13 | a reference to “United States Dollars” or “USD” shall be construed as the lawful currency of the United States of America; |
| 1.2.14 | a reference to a party to a document includes that party’s successors and permitted assigns; and |
| 1.2.15 | no rule for the construction or interpretation of contracts shall apply to the disadvantage of a party for the reason that the party was responsible for the preparation of this Agreement or any part of it. |
| 2. | SALE AND PURCHASE OF SALE SHARES |
| 2.1 | Subject to the terms and conditions of this Agreement: |
| (a) | the Vendor shall sell and transfer to the Purchaser the Sale Shares free from all Encumbrances and together with all rights and benefits attaching thereto; and |
| (b) | the Purchaser shall purchase and accept the transfer of the Sale Shares from the Vendor free from all Encumbrances and together with all rights and benefits attaching thereto. |
| 3. | CONSIDERATION |
| 3.1 | Purchase Consideration |
The consideration for the sale and purchase of the Sale Shares shall be USD30,618,000.00 only (“Purchase Consideration”).
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| 3.2 | Terms of Payment |
The Purchaser shall pay the Purchase Consideration by way of cash and/or issuance or transfer of common stock listed on a major stock exchange (“Listed Shares”) to the Vendor within three (3) years from the date of this Agreement.
| 4. | COMPLETION |
| 4.1 | When Completion Takes Place |
Subject to (a) the terms and conditions of this Agreement, (b) the Parties complying with all its obligations herein and any other covenants given on or prior to the Completion Date, (c) there being no breach of or non-compliance with any term, condition, undertaking or warranty, Completion shall take place immediately on the date of the execution of the Agreement or on the date agreed in writing between the Parties, at the office of the Company or at such other venue mutually agreed between the Vendor and the Purchaser.
| 4.2 | Mechanism of Completion |
On the Completion Date, the Vendor shall deliver the following documents (“Relevant Documents”) to the Purchaser:
| (a) | duly executed but undated instrument of transfer in respect of the Sale Shares, dated as of the Effective Transfer Date, which the Purchaser is authorised to lodge with the relevant registrar at any time after the Effective Transfer Date; and |
| (b) | duly executed but undated resolutions of the board of directors of the Company approving the transfer of the Sale Shares from the Vendor to the Purchaser as the registered and beneficial owner of the Sale Shares in the register of members of the Company. |
| 4.3 | Return of Relevant Documents |
If this Agreement is rescinded or lawfully terminated in accordance with the terms of this Agreement, the Vendor shall be entitled to have returned to it the Relevant Documents.
| 4.4 | Effective Transfer of Beneficial Ownership |
Notwithstanding any other provision of this Agreement, the beneficial ownership of the Sale Shares shall be deemed to vest in and transfer to the Purchaser with effect from the date of this Agreement (“Effective Transfer Date”), pending the due execution and delivery of all instruments of transfer, board resolutions, and other documents required to be lodged with or filed with the relevant registrar or authority (collectively, the “Formalisation Documents”). For the avoidance of doubt, as from the Effective Transfer Date and pending the lodgement of the Formalisation Documents, the Vendor shall hold the Sale Shares on trust for the Purchaser and shall exercise all rights attaching to the Sale Shares (including, without limitation, voting rights and the right to receive dividends) only in accordance with the written directions of the Purchaser. The Vendor shall use its best endeavours to procure the prompt execution and lodgement of all Formalisation Documents as soon as reasonably practicable after the date of this Agreement.
| 5. | AUDIT |
The Vendor hereby grants the Purchaser, the right to inspect and conduct audit on the Company (“Audit”). The Vendor and the Company agree that any and all contracts, agreements, correspondences, books, accounts and other information relating to the Company’s business or the Company’s financial position shall be made available for inspection and audit by the Purchaser and Purchaser’s third party accountants or authorised personnels.
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| 6. | REPRESENTATIONS AND WARRANTIES |
| 6.1 | Each Party hereby represents and warrants to the other Party that: |
| (a) | it has full legal right and capacity to enter, execute, deliver and perform the terms and conditions of this Agreement; |
| (b) | this Agreement constitutes valid, legal and binding obligations on it, enforceable in accordance with its terms; and |
| (c) | the execution and delivery of this Agreement and performance of the obligations contained herein will not violate any applicable laws or documents to which it is a party or by which it is bound. |
| 6.2 | The Vendor hereby represents and warrants that: |
| (a) | The Vendor warrants to the Purchaser that the information and statements set out in the Vendor’s Warranties set out in Schedule 1 are true and fair in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Vendor’s Warranties shall be deemed to be repeated on Completion as if they had been entered into afresh during the said period in relation to the facts and circumstances then existing. |
| (b) | The Vendor acknowledge and agree that the Purchaser has entered into this Agreement in reliance on, inter alia, the Vendor’ Warranties. |
| (c) | Each of the Vendor’ Warranties is separate and is to be construed independently of the others. |
| (d) | In the event that the Vendor shall become aware, or reasonably ought to be aware, of any event which occurs or matter which arises which results or may result in any of the Vendor’ Warranties being unfulfilled, untrue, misleading or incorrect, the Vendor shall promptly notify the Purchaser in writing with full details thereof. |
| 6.3 | Purchaser’s Warranties |
| (a) | The Purchaser hereby warrants to the Vendor that the information and statements set out in the Purchaser’s Warranties in Schedule 2 are true and fair in all respects at the date of this Agreement and will continue to be so up to and including Completion. To this effect, the Purchaser’s Warranties shall be deemed to be repeated on Completion if they had been entered into afresh during the said period in relation to the facts and circumstances then existing. |
| (b) | The Purchaser acknowledges and agrees that the Vendor have entered into this Agreement in reliance on the Purchaser’s Warranties. |
| (c) | Each of the Purchaser’s Warranties is separate and is to be construed independently of the others. |
| (d) | If the Purchaser shall become aware, or reasonably ought to be aware, of any event which occurs or matter which arises which results or may result in any of the Purchaser’s Warranties being unfulfilled, untrue, misleading or incorrect, the Purchaser shall promptly notify the Vendor in writing with sufficient details thereof. |
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| 7. | TERMINATION |
| 7.1 | The Vendor’s Breach |
If the Vendor breaches any of the material or fundamental terms or conditions of this Agreement, the Purchaser shall give notice in writing to the Vendor specifying the default or breach requiring the Vendor to remedy the said default or breach within fourteen (14) days of the receipt of such notice.
| 7.2 | If the Vendor fails to remedy the relevant default or breach within the said fourteen (14) days or such other period as may be mutually agreed between the Parties in writing to the satisfaction of the Purchaser, the Purchaser shall be entitled to: |
| 7.2.1 | if the default or breach occurs prior to Completion: |
| (a) | enforce this Agreement by way of specific performance; or |
| (b) | give notice to the Vendor to terminate this Agreement and demand from the Vendor for the immediate return of all monies paid by the Purchaser under this Agreement. |
| 7.2.2 | If the default or breach occurs subsequent to Completion, give notice to the Vendor to pursue a claim for damages and/or demand from the Vendor for the immediate return of all Consideration Shares issued by the Purchaser towards account of the Purchase Consideration under this Agreement. |
| 7.3 | The rights and remedies of the Purchaser in respect of any breach of the terms and conditions herein shall not be affected by Completion. |
| 7.4 | The Purchaser’s Breach |
Upon the Vendor becoming aware of the occurrence of any of the events stated hereunder, the Vendor shall have the right to give notice in writing to the Purchaser specifying the default or breach requiring the Purchaser to remedy the said default or breach to the satisfaction of the Vendor within fourteen (14) days or such other period as may be mutually agreed between the Parties in writing of the receipt of such notice. The events are:
| 7.4.1 | Breach |
the breach of any of the material or fundamental terms or conditions of this Agreement by the Purchaser or the failure to perform or observe any of the material or fundamental undertaking, obligation or agreement in this Agreement by the Purchaser.
| 7.4.2 | Receiver/Special Administrator |
a receiver, receiver and manager, special administrator, trustee or similar official is appointed over any of the assets or undertaking of the Purchaser;
| 7.4.3 | Winding Up |
an application or order is made for the winding-up or dissolution of the Purchaser or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Purchaser;
| 7.4.4 | Arrangements |
the entry into or the resolution to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them, by the Purchaser;
| 7.4.5 | Events of Default |
the Purchaser commits any act or omits to do any act which results in the breach or non-fulfilment of any term or condition of any banking, finance or credit facility which has the effect of causing any of the events specified in Clauses 7.4(b), (c), and (d) to occur.
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| 7.5 | If the Purchaser fails to remedy the relevant default or breach within the said fourteen (14) days to the satisfaction of the Vendor, the Vendor shall be entitled to: |
| 7.5.1 | if the default or breach occurs prior to Completion: |
| (a) | enforce this Agreement by way of specific performance; or |
| (b) | give notice to the Purchaser to terminate this Agreement and thereafter this Agreement shall be deemed as terminated and neither Party shall have any further claims or actions whatsoever against the other under or arising out of this Agreement; |
| 7.5.2 | if the default or breach occurs subsequent to Completion, give notice to the Purchaser to pursue a claim for damages. |
| 8. | NOTICES |
| 8.1 | Contact Addresses and Numbers |
The addresses of the Parties for the purpose of this Agreement are specified below:
Vendor
| Address | : | ||
| Attention | : |
Purchaser
| Address | : | ||
| Attention | : |
| 8.2 | Service of Notice |
Except as stipulated otherwise in this Agreement, a notice, letter or other communication required or permitted (“Communication”), under this Agreement or by any written law related, ancillary or incidental to this Agreement, shall be served to the other Party in a manner as follows:
| 8.2.1 | by personal delivery by leaving the Communication at the Party’s current address for service; |
| 8.2.2 | by mailing the original copy of the Communication via prepaid registered post or by courier addressed to that Party at the Party’s current address for service; |
| 8.2.3 | by facsimile; or |
| 8.2.4 | by attaching the scanned copy of the Communication in an email message and sending said email message to the Party’s current email address. |
| 8.3 | Particulars for Services |
| 8.3.1 | The particulars for service of the Vendor, for the purpose of this clause, are as stipulated above pursuant to Clause 8.1. |
| 8.3.2 | The particulars for service of the Purchaser, for the purpose of this clause, are as stipulated above pursuant to Clause 8.1. |
| 8.3.3 | The Parties may change its particulars for service by way of written notice to the other. |
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| 8.4 | Time of Service |
A Communication is deemed served:
| (a) | if served personally or left at the Party’s current postal address for service, upon service; |
| (b) | if posted by registered post via courier to a Malaysian address, two (2) Business Days after posting, and in any other case, five (5) Business Days after posting; |
| (c) | if posted by registered post within Malaysia to a Malaysian address, five (5) Business Days after posting, and in any other case, ten (10) Business Days after posting; |
| (d) | if served by email, at the time transmission of such email provided always that the scanned copy of the Communication is attached therein and the sender has not received a failed or undeliverable message from the host provider of the recipient within twenty-four (24) hours from the time of transmission of the email; and |
| (e) | if a Party receive Communication by method (a) or (c) after 1700 hours local time of the place of receipt, the service is deemed completed at 0900 hours local time on the next Business Day. |
| 9. | CONFIDENTIALITY |
| 9.1 | The Parties agree that the contents of this Agreement and all information provided by one Party to the other Party in connection with this Agreement or in the course of the negotiations and all information concerning the matters contemplated in this Agreement (“Confidential Information”) shall, unless such information is required for the purpose of performing the Parties’ obligations contemplated in this Agreement, be held in strict confidence by each Party and its respective officers, employees, agents and servants and shall not be disclosed to any other party without the written consent of the Parties. |
| 9.2 | The Parties shall not make any announcement or disclosure of the Confidential Information, except where such Party reasonably determines that a disclosure or announcement is required by law, rule, regulation, judicial or government order, subpoena, the listing requirements of any stock exchange on which the shares of such Party or of its holding company are listed or other legal process, in which case such Party shall provide the other Party with written notice, to the extent practical and permitted by law, regulation or regulatory authority, of any such request or requirement so that the other Party may seek a protective order or other appropriate remedy provided that no such prior notification shall be required in respect of any disclosure to regulatory authorities or stock exchange having jurisdiction over the Party. |
| 9.3 | Nothing in this Agreement shall restrict the Parties’ right to use, disclose or otherwise deal with any of the Confidential Information in any of the following circumstances: |
| (a) | if and to the extent that such Confidential Information was in the public domain at the time that it was disclosed to a Party or subsequently becomes so otherwise than as a result of a breach of the provisions of this Agreement by the Party; or |
| (b) | if such disclosure is required by law or by an order of a court of competent jurisdiction or any relevant regulatory authority which includes any stock exchange. |
| 9.4 | This restriction shall continue to apply after the termination, rescission and Completion of this Agreement, but shall cease to apply to information or knowledge which may properly come into the public domain through no fault of the Parties so restricted. |
| 9.5 | In addition to the above, until the Completion Date, no press release or other statement regarding this Agreement shall be issued by either Party without the prior written consent of the other Party, such consent to not be unreasonably withheld, conditioned or delayed, as to form, content, timing and manner of distribution or publication, provided that no Party shall be prevented from making any disclosure or announcement which is required to be made by law or pursuant to applicable legislation and the rules and policies of the British Virgin Islands, NASDAQ or the U.S. Securities and Exchange Commission. |
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| 10. | MISCELLANEOUS |
| 10.1 | Governing Laws and Jurisdiction |
| 10.1.1 | This Agreement and any dispute or claim arising out of or in connection with it or its subject matter (including without limitation any non-contractual obligations) shall be governed by and construed in accordance with the laws of Malaysia. |
| 10.1.2 | The courts of Malaysia shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter. |
| 10.2 | Time |
Time is of the essence as regards all dates, periods of time and times specified in this Agreement.
| 10.3 | Waiver and Exercise of Rights |
| 10.3.1 | A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other and/or subsequent exercise of that right or the exercise of any other right. |
| 10.3.2 | No Party will be liable for any loss or expenses incurred by another Party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right. |
| 10.4 | Further Assurance |
The Parties covenant that they will each respectively sign, execute, do and procure all other persons or companies, if necessary, to execute and do all such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.
| 10.5 | Successors and Assigns |
| 10.5.1 | This Agreement shall be binding on and shall ensue for the benefit of each Party’s successors and assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly. |
| 10.5.2 | No Party may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Party. |
| 10.6 | Counterparts |
This Agreement may be signed in counterparts. If signed by the Parties in respective counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.
| 10.7 | Illegality and Severability of Provisions |
| 10.7.1 | The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction will not affect the legality, validity or enforceability of this Agreement as a whole under the law of any other jurisdiction, nor the legality, validity or enforceability of any other provision. |
9
| 10.7.2 | If a provision in this Agreement is held to be illegal, invalid, void, voidable or unenforceable, that provision must be read down to the extent necessary to ensure that it is not illegal, invalid, void, voidable or unenforceable. |
| 10.7.3 | If it is not possible to read down the provision as required in this clause, that provision is severable without affecting the validity or enforceability of the remaining part of that provision or any of the other provisions in this Agreement. |
| 10.8 | Costs and Expenses |
The Parties shall bear their respective legal costs and expenses with respect to the negotiation, preparation and execution of this Agreement and other documents related, ancillary and incidental to this Agreement. Any stamp duty related to Agreement and other documents related, ancillary and incidental to this Agreement shall be borne by the Vendor.
| 10.9 | Assignment of this Agreement |
No Party shall assign, novate, transfer, mortgage, charge, subcontract, or deal in any other manner with any of its rights and obligations under this Agreement unless otherwise agreed in writing, by the other Party.
| 10.10 | Entire Agreement |
This Agreement contains the entire understanding between the Parties with respect to the subject matter and supersedes any prior written or oral agreement between them relating to it and may not be modified except in writing and signed by all Parties.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above.
| VENDOR | ||
| Signed by | ) | |
| Authorised signatory for and on behalf of | ) | |
| CREDILAB TECHNOLOGY SDN BHD | ) | Name: |
| Designation: Director |
| PURCHASER | ||
| Signed by | ) | |
| Authorised signatory for and on behalf of | ) | |
| VHKL PRIVATE CAPITAL LIMITED | ) | Name: |
| Designation: Director |
11
Schedule 1 – Vendor’s Warranties
| 1. | Capacity, Authority and Corporate Organisation |
| 1.1 | Right, power, authority and action |
| (a) | the Vendor have full power and authority, without any further consent of any other person, to enter, execute, deliver and perform the terms and conditions of this Agreement; |
| (b) | all acts, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents from third parties) in order to authorize, empower and enable it to lawfully enter into, exercise its rights and perform its obligations under this Agreement have been taken, fulfilled and done; |
| (c) | this Agreement constitutes valid, legal and binding obligations on the Vendor, enforceable in accordance with its terms; |
| (d) | the execution and delivery of this Agreement and performance of the obligations contained herein by the Vendor will not violate any applicable laws or documents to which the Vendor are a party or by which they are bound; and |
| (e) | the Vendor have not committed any act of bankruptcy or is an adjudicated bankrupt, and there does not exist any bankruptcy / winding-up proceeding or petition against the Vendor. |
| 1.2 | The Sale Shares |
| (a) | As at the date of this Agreement until Completion, the Vendor is the legal owner (but not the beneficial owner, beneficial ownership having vested in the Purchaser from the Effective Transfer Date pursuant to Clause 4.4) of the Sale Shares free from all encumbrances. |
| (b) | The Vendor own and control absolutely and without any restriction the exercise of each right and power attached to each Sale Share under applicable law, including, without limitation, the right to vote at any general meeting. |
| (c) | The Vendor have not entered into any contract or arrangement in respect of the Sale Shares, the right to vote on the Sale Shares or in respect of the corporate governance of the Company. |
| (d) | The Sale Shares comprise of 70% of the Company’s issued and paid-up share capital. |
| (e) | There is no agreement, arrangement or obligation to create or give any encumbrances, in relation to any of the issued or unissued shares in the capital of the Company. |
| (f) | There is no right of pre-emption and no restriction on transfer over the Sale Shares nor agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company (including, without limitation, an option or right of pre-emption or conversion or right of first refusal). |
| (g) | On Completion Date, the Purchaser shall be able to register the Sale Shares in the name of the Purchaser. |
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| 2. | The Company and Subsidiaries |
| 2.1 | Incorporation and existence of the Company |
The Company:
| (a) | has been duly incorporated and is validly existing under the laws of the Malaysia; and |
| (b) | has the power to own its own assets and carry on its business as it is now being conducted. |
| 2.2 | Memorandum and Articles of Association (“M&A”) |
If applicable, the Company is operating and has always operated its business and all other affairs of the Company in all respects in accordance with its M&A at the relevant time.
| 2.3 | Registers etc. |
Each register, minute book and other book which the Act requires the Company to keep has been properly kept, is up-to-date and contains a complete and accurate record of the matters which it is required by the Act to record. No notice has been received or allegation made that a register or book is incorrect or should be rectified.
| 2.4 | Returns etc. |
All returns, particulars, resolutions and other documents required to be delivered by the Company to the Registry office of British Virgin Islands or another governmental or other Public Authority or agency have been properly and duly prepared and delivered.
| 2.5 | Power of attorney/agency |
| (a) | There are no powers of attorney granted by the Company which remains in force. |
| (b) | No person not being an employee of the Company is authorised to act as agent for the Company or bind the Company other than the directors of the Company. |
| 3. | Books and Records |
| 3.1 | All the accounts, books, ledgers, financial and other records of whatsoever kind of the Company have been fully, properly and accurately kept and completed in accordance with the requirements of all relevant statutes. |
| 3.2 | The accounts books and records of the Company disclose and make proper provision or reserve for, or note of, all contingent liabilities, capital or burdensome commitments and deferred Taxation. |
| 4. | Licenses |
| 4.1 | Licenses |
| 4.1.1 | The Company has attended to the necessary registrations and procured all necessary licences, consent, permits and authorisations (“Licenses”) to carry on its trade or business. |
| 4.1.2 | The Licenses are valid and subsisting and in full force and effect and there is no reason for any of the Licenses to be suspended, cancelled, revoked, varied or not renewed as a result of the sale and transfer of the Sale Shares to the Purchaser or otherwise. |
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| 5. | Litigation |
| 5.1 | Litigation or arbitration |
| 5.1.1 | The Company is not engaged, whether as plaintiff or defendant, in any litigation, arbitration proceedings or prosecution and no such litigation, proceeding or prosecution is pending or threatened. |
| 5.1.2 | There is no order, decree or judgment of any court or governmental agency or Public Authority in Malaysia or any foreign country against the Company which may have a material adverse effect upon the assets or business of the Company. |
| 5.1.3 | There is not and has not been, in respect of the Company or any part of its business or assets: |
| (a) | any order made, petition presented or resolution passed (and no meeting has been convened at which such a resolution is proposed) for its winding up; |
| (b) | any voluntary arrangement or administrative order; |
| (c) | any proposal or petition or any distress, execution or other process levied; |
| (d) | any receiver, administrative receiver, administrator or other encumbrance appointed; |
| (e) | any unfulfilled or unsatisfied judgment or court order outstanding; or |
| (f) | any circumstances which might lead to the occurrence of any of the above events. |
| 5.1.4 | There is no current, on-going, pending or threatened litigation by or against the Vendor which may adversely affect the ability of the Vendor to fulfil and discharge all or any of its obligations under this Agreement. |
| 5.1.5 | There is no order, decree or judgment of any court or governmental agency or Public Authority in British Virgin Islands or any foreign country against the Vendor which may adversely affect the ability of the Vendor to fulfil and discharge all or any of its obligations under this Agreement. |
| 6. | Real Estate |
The Company does not own, whether legally or beneficially, any landed property.
| 7. | Consequences of Purchase by The Purchaser |
The Company is not a party to, nor is it bound or affected by or subject to, any Encumbrances, lease, agreement, deed, commitment, document, instrument, statute, legislation, regulation, judgment, order, decree or law which would be violated, contravened or under which a default would arise, as a result of the purchase of the Sale Shares by the Purchaser or performance by the Company of the actions contemplated by this Agreement and such purchase or performance will not:
| (a) | result in the Company losing the benefit of any right or privilege it presently enjoys; |
| (b) | relieve any person of any contractual obligation to the Company or enable any person to terminate any such obligation or any right or benefit enjoyed by the Company or to exercise any right under any agreement with the Company; |
| (c) | result in any present or future indebtedness of the Company becoming due or capable of being declared due and payable prior to its stated maturity; |
| (d) | cause the Company to be in breach of any obligations to a third party; or |
| (e) | cause the termination of or give rise to a right to any party to terminate any agreement entered into by the Company. |
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| 8. | Delegation of Authority |
| 8.1 | There are no delegations of authority or powers of attorney given by the Company which are in force. |
| 8.2 | No person, as agent or otherwise, is entitled or authorised to bind or commit the Company to any obligation not in the ordinary and proper course of its business. |
| 9. | Employment |
| 9.1 | The Company does not have any present or contingent liability to its former employee (if any) for any entitlements arising out of any employment by the Company. |
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15
Schedule 2 – Purchaser’s Warranties
| 1. | Incorporation and Existence |
The Purchaser is a company duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.
| 2. | Power and Authority |
The Purchaser has full corporate power and authority to enter into, perform and complete the transactions contemplated by this Agreement.
| 3. | Authorisations |
All necessary corporate, shareholder and other actions required to authorise the execution, delivery and performance of this Agreement by the Purchaser have been duly taken.
| 4. | Binding Obligations |
This Agreement constitutes legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with its terms, subject to applicable insolvency and similar laws.
| 5. | No Conflict |
The execution and performance of this Agreement by the Purchaser do not and will not:
| (a) | breach any provision of its constitutional documents; |
| (b) | result in a breach of, or default under, any agreement or instrument binding on the Purchaser; or |
| (c) | violate any applicable law or regulation. |
| 6. | Consents and Approvals |
No consent, approval, authorisation or filing with any governmental or regulatory authority is required for the Purchaser to enter into and perform this Agreement, other than those that have been obtained or will be obtained prior to Completion.
| 7. | Financial Resources |
The Purchaser has, or will have at Completion, sufficient financial resources to pay the Consideration and to perform its obligations under this Agreement.
| 8. | No Insolvency |
The Purchaser is not insolvent and no steps have been taken or threatened for its winding-up, administration, liquidation or the appointment of a receiver or similar officer.
| 9. | Litigation |
There are no legal, arbitral or administrative proceedings pending or, to the Purchaser’s knowledge, threatened against the Purchaser which would have a material adverse effect on its ability to perform its obligations under this Agreement.
| 10. | Agents and Brokers |
No broker, finder or agent is entitled to any commission or fee in connection with the transactions contemplated by this Agreement for which the Seller could be liable.
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16
Exhibit 99.3
VCI GLOBAL LIMITED
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed financial information presents the financial information of VCI Global Limited (the “Company”), after disposition of Credilab Sdn. Bhd. (“Credilab”) and V Capital Consulting Group (“VCCG”) (the “Disposed Group”). The pro forma condensed financial information has been prepared to give effect to the disposition of the Disposed Group by excluding their respective financial information as if the disposition had occurred on December 31, 2024. The unaudited pro forma condensed financial information should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X. The Disposed Group had been the wholly owned subsidiaries of the Company since their incorporation prior to the disposition. Accordingly, all intercompany balances and transactions between the Company and the Disposed Group that were previously eliminated have been reversed, as the Disposed Group are presented as if they were not part of the Company.
The unaudited pro forma condensed statement of financial position as of December 31, 2024 has been prepared based on the historical audited consolidated statement of financial position of the Company as of December 31, 2024 excluding the historical audited statement of financial position of VCCG and unaudited statement of financial position of Credilab as of December 31, 2024, giving effect to the disposition of the Disposed Group as if it had been consummated as at the balance sheet date.
The unaudited pro forma condensed statement of profit or loss and comprehensive income for the year ended December 31, 2024 has been prepared based on the historical audited consolidated statement of profit or loss and comprehensive income of the Company for the year ended December 31, 2024 excluding the historical audited consolidated statement of profit or loss and other comprehensive income of VCCG and unaudited statement of profit or loss and other comprehensive income of Credilab for the year ended December 31, 2024, giving effect to the disposition of the Disposed Group as if it had been consummated on January 1, 2024.
The unaudited pro forma condensed statement of financial position was derived from and should be read in conjunction with the following historical financial statements:
| ● | the Company’s audited consolidated statement of financial position as of December 31, 2024, in the Form 20-F filed with the SEC on May 13, 2025. |
| ● | VCCG’s audited consolidated statement of financial position as of December 31, 2024, in the Form F-1 filed with the SEC on March 31, 2026. |
The unaudited pro forma condensed statement of profit or loss and other comprehensive income for the year ended December 31, 2024, has been prepared using the following:
| ● | the Company’s audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024, in the Form 20-F filed with the SEC on May 13, 2025. |
| ● | VCCG’s audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024, in the Form F-1 filed with the SEC on March 31, 2026. |
The unaudited pro forma condensed financial information should be read in conjunction with the Company’s and VCCG’s financial statements and related notes.
Description of the Disposition of the Disposed Group and Carve-Out Arrangement
On December 15, 2025, the Company entered into an Agreement for Sale and Purchase with VHKL Private Capital Limited and management of VCCG (collectively, the “Purchasers”), pursuant to which the Purchasers agreed to purchase and the Company agreed to sell the shares representing all of the issued and outstanding capital of VCCG from VCI Global Limited to Purchaser, at a total purchase price of US$33,975,000, in cash or shares. The disposition was completed on December 29, 2025.
2
On December 31, 2025, the Company entered into an Agreement for Sale and Purchase with VHKL Private Capital Limited and Quanstar Capital Partners LLC (collectively, the “Purchasers”), pursuant to which the Purchasers agreed to purchase, and the Company agreed to sell the shares representing all the issued and outstanding capital of Credilab from VCI Global Limited to Purchasers, at a total purchase price of USD30,618,000 and USD13,122,000, in cash. The disposition was completed on December 31, 2025.
Accounting for the Disposition of the Disposed Group and Carve-Out Arrangement
The disposition of the Disposed Group has been accounted for as a loss of control transaction in accordance with IFRS 10 Consolidated Financial Statements. The pro forma adjustments reflect the disposition of the Disposed Group as if it had been completed on the balance sheet date. Upon disposal of the Disposed Group, the Company derecognizes:
| ● | the assets and liabilities of the Disposed Group at their carrying amounts at the date of disposal; |
| ● | any non-controlling interest in the Disposed Group; and |
| ● | any related components of equity, including foreign currency translation reserves, attributable to the Disposed Group. |
The consideration received from the disposal of the Disposed Group comprises:
| ● | the fair value of cash or other assets received; |
| ● | the fair value of any retained interest in the Disposed Group, if applicable; and |
| ● | the fair value of any contingent consideration arrangement. |
The gain or loss on disposal is calculated as the difference between:
| ● | the aggregate of the consideration received, the fair value of any retained interest, and the carrying amount of any non-controlling interest; and |
| ● | the carrying amount of the net assets of the Disposed Group disposed of. |
Any resulting gain or loss is recognized in profit or loss.
In preparing the unaudited pro forma condensed financial information, the effects of the disposition of the Disposed Group are reflected as if the transaction had occurred on the balance sheet date, with the removal of the assets and liabilities of the Disposed Group and the recognition of the resulting gain or loss on disposal in the profit or loss.
Basis of Pro Forma Presentation
The historical financial information has been adjusted to give pro forma impact to the disposition of the Disposed Group, are factually supportable, and as it relates to the unaudited pro forma condensed statement of comprehensive loss, are expected to have a continuing impact on the results of the Company. The adjustments presented on the unaudited pro forma condensed financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Company upon consummation of the disposition of the Disposed Group.
The unaudited pro forma condensed financial information is for illustrative purposes only and does not purport to represent what the actual financial position or results of operations of the Company had the disposal occurred on the dates assumed, nor does it purport to project the future financial position or results of operations of the Company following the disposal. Accordingly, undue reliance should not be placed on the unaudited pro forma condensed financial information.
3
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA STATEMENTS OF FINANCIAL POSITION
AS OF DECEMBER 31, 2024
| Audited | |||||||||||||||||||||||||||||||
| Note | VCI Global Limited (A) | Audited VCCG (B) | Unaudited Credilab (C) | Total Disposal (D) | Pro Forma Adjustments | Unaudited Pro Forma | Unaudited Pro Forma |
||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | USD | |||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||
| Non-current assets | |||||||||||||||||||||||||||||||
| Financial assets measured at fair value through other comprehensive income | 127,618,662 | 11,582,806 | 68,649,614 | (80,232,420 | ) | - | 47,386,242 | 10,600,000 | |||||||||||||||||||||||
| Property and equipment | 2,561,914 | 17,505 | - | (17,505 | ) | - | 2,544,409 | 569,168 | |||||||||||||||||||||||
| Right-of-use assets | 539,443 | - | - | - | - | 539,443 | 120,670 | ||||||||||||||||||||||||
| Intangible assets | 32,583,106 | - | - | - | - | 32,583,106 | 7,288,633 | ||||||||||||||||||||||||
| Loan receivables | 29,336,072 | - | 29,336,072 | (29,336,072 | ) | - | - | - | |||||||||||||||||||||||
| Total non-current assets | 192,639,197 | 11,600,311 | 97,985,686 | (109,585,997 | ) | - | 83,053,200 | 18,578,471 | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||||||||||
| Trade and other receivables | 134,153,017 | 35,348,847 | 8,328,235 | (43,677,082 | ) | 511,475,390 | (E) | 601,951,325 | 134,652,677 | ||||||||||||||||||||||
| (F) | |||||||||||||||||||||||||||||||
| (G) | |||||||||||||||||||||||||||||||
| (H) | |||||||||||||||||||||||||||||||
| Loan receivables | 45,971,489 | - | 45,971,489 | (45,971,489 | ) | - | - | - | |||||||||||||||||||||||
| Tax recoverable | 330,702 | - | 151,176 | (151,176 | ) | - | 179,526 | 40,159 | |||||||||||||||||||||||
| Cash and bank balances | 36,214,258 | 5,294,013 | 2,823,458 | (8,117,471 | ) | - | 28,096,787 | 6,285,072 | |||||||||||||||||||||||
| Total current assets | 216,669,466 | 40,642,860 | 57,274,358 | (97,917,218 | ) | 511,475,390 | 630,227,638 | 140,977,908 | |||||||||||||||||||||||
| Total assets | 409,308,663 | 52,243,171 | 155,260,044 | (207,503,215 | ) | 511,475,390 | 713,280,838 | 159,556,379 | |||||||||||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||||||||||
| Trade and other payables | 19,737,412 | 3,689,380 | 9,822,057 | (13,511,437 | ) | - | 6,225,975 | 1,392,711 | |||||||||||||||||||||||
| Warrant liabilities | 148,887 | - | - | - | - | 148,887 | 33,305 | ||||||||||||||||||||||||
| Lease liabilities | 368,501 | - | - | - | - | 368,501 | 82,431 | ||||||||||||||||||||||||
| Bank and other borrowings | 717,300 | - | - | - | - | 717,300 | 160,455 | ||||||||||||||||||||||||
| Amount due to related parties | 2,177,580 | 18,508,699 | 145,549,555 | (164,058,254 | ) | 164,058,254 | (G) | 2,177,580 | 487,111 | ||||||||||||||||||||||
| (H) | |||||||||||||||||||||||||||||||
| Total current liabilities | 23,149,680 | 22,198,079 | 155,371,612 | (177,569,691 | ) | 164,058,254 | 9,638,243 | 2,156,013 | |||||||||||||||||||||||
| Non-current liabilities | |||||||||||||||||||||||||||||||
| Lease liabilities | 167,879 | - | - | - | - | 167,879 | 37,554 | ||||||||||||||||||||||||
| Bank and other borrowings | 98,059 | - | - | - | - | 98,059 | 21,935 | ||||||||||||||||||||||||
| Total non-current liabilities | 265,938 | - | - | - | - | 265,938 | 59,489 | ||||||||||||||||||||||||
| Total liabilities | 23,415,618 | 22,198,079 | 155,371,612 | (177,569,691 | ) | 164,058,254 | 9,904,181 | 2,215,502 | |||||||||||||||||||||||
| Capital and reserves | |||||||||||||||||||||||||||||||
| Share capital | 341,516,993 | 9,189,155 | 2,000,000 | (11,189,155 | ) | 11,189,155 | (I) | 341,516,993 | 76,395,176 | ||||||||||||||||||||||
| (J) | |||||||||||||||||||||||||||||||
| Capital reserve | 6,532,560 | - | - | - | - | 6,532,560 | 1,461,292 | ||||||||||||||||||||||||
| Fair value reserve | (2,148,458 | ) | (1,828,394 | ) | - | 1,828,394 | - | (320,064 | ) | (71,596 | ) | ||||||||||||||||||||
| Translation reserve | (4,387,851 | ) | (702,322 | ) | - | 702,322 | - | (3,685,529 | ) | (824,429 | ) | ||||||||||||||||||||
| Retained earnings | 44,385,412 | 23,386,653 | (2,318,558 | ) | (21,068,095 | ) | 336,227,981 | (I) | 359,545,298 | 80,427,991 | |||||||||||||||||||||
| (J) | |||||||||||||||||||||||||||||||
| (K) | |||||||||||||||||||||||||||||||
| (L) | |||||||||||||||||||||||||||||||
| Attributable to equity owners of the Company | 385,898,656 | 30,045,092 | (318,558 | ) | (29,726,534 | ) | 347,417,136 | 703,589,258 | 157,388,434 | ||||||||||||||||||||||
| Non-controlling interests | (5,611 | ) | - | 206,990 | (206,990 | ) | - | (212,601 | ) | (47,557 | ) | ||||||||||||||||||||
| Total equity | 385,893,045 | 30,045,092 | (111,568 | ) | (29,933,524 | ) | 347,417,136 | 703,376,657 | 157,340,877 | ||||||||||||||||||||||
| Total liabilities and equity | 409,308,663 | 52,243,171 | 155,260,044 | (207,503,215 | ) | 511,475,390 | 713,280,838 | 159,556,379 | |||||||||||||||||||||||
4
| (A) | Derived from the Company’s audited consolidated statement of financial position as of December 31, 2024. |
| (B) | Derived from VCCG’s audited consolidated statement of financial position as of December 31, 2024. |
| (C) | Derived from Credilab’s unaudited statement of financial position as of December 31, 2024, as included in the Company’s audited consolidated statement of financial position as of the same date. |
| (D) | Represented the combination of VCCG’s audited consolidated statement of financial position and Credilab’s unaudited statement of financial position as of December 31, 2024, which are deducted from the Company’s audited consolidated statement of financial position as of the same date to derive the Company’s unaudited pro forma condensed statement of financial position. |
| (E) | Represented consideration receivable from the disposition of VCCG. |
| (F) | Represented consideration receivable from the disposition of Credilab. |
| (G) | Represented the reversal of intercompany balances due from VCCG arising from trade transactions (total RM511,187), advances and payments on behalf, that were previously eliminated in the Company’s audited consolidated statement of financial position as of December 31, 2024, as VCCG is presented as if it were not part of the Company. |
| (H) | Represented the reversal intercompany balances due from Credilab arising from trade transactions (total RM905,512), advances and payments on behalf, that were previously eliminated in the Company’s audited consolidated statement of financial position as of December 31, 2024, as Credilab is presented as if it were not part of the Company. |
| (I) | Represented the adjustments of net assets of VCCG from the disposition of VCCG. |
| (J) | Represented the adjustments of net assets of Credilab from the disposition of VCCG. |
| (K) | Represented the gain on disposal of VCCG from the disposition of VCCG. |
| (L) | Represented the gain on disposal of Credilab from the disposition of Credilab. |
5
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2024
| Note | Audited VCI Global Limited (A) | Audited VCCG (B) | Unaudited Credilab (C) | Total Disposal (D) | Pro Forma Adjustments | Unaudited Pro Forma | Unaudited Pro Forma | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | USD | ||||||||||||||||||||||||||
| Revenue | 124,388,391 | 65,170,911 | 14,460,681 | (79,631,592 | ) | 14,812,027 | (E) | 59,568,826 | 13,325,167 | |||||||||||||||||||||||
| Revenue - related party | ||||||||||||||||||||||||||||||||
| Total revenue | 124,388,391 | 65,170,911 | 14,460,681 | (79,631,592 | ) | 14,812,027 | 59,568,826 | 13,325,167 | ||||||||||||||||||||||||
| Other income | 1,080,007 | 62,131 | 31,932 | (94,063 | ) | 317,592,425 | (F) | 318,578,369 | 71,263,951 | |||||||||||||||||||||||
| (G) | ||||||||||||||||||||||||||||||||
| (I) | ||||||||||||||||||||||||||||||||
| Cost of services | (22,120,403 | ) | (12,832,821 | ) | (11,911,688 | ) | 24,744,509 | (14,812,027 | )(H) | (12,187,921 | ) | (2,726,360 | ) | |||||||||||||||||||
| Depreciation of property and equipment and right-of-use assets | (1,064,216 | ) | (3,386 | ) | - | 3,386 | - | (1,060,830 | ) | (237,301 | ) | |||||||||||||||||||||
| Amortization of intangible assets | (929,796 | ) | - | - | - | - | (929,796 | ) | (207,989 | ) | ||||||||||||||||||||||
| Directors’ fees | (15,011,567 | ) | (4,644,017 | ) | - | 4,644,017 | - | (10,367,550 | ) | (2,319,155 | ) | |||||||||||||||||||||
| Employee benefit expense | (15,438,102 | ) | (5,408,999 | ) | (5,937 | ) | 5,414,936 | - | (10,023,166 | ) | (2,242,118 | ) | ||||||||||||||||||||
| Provision for allowance for expected credit losses on trade and other receivables | (4,109,508 | ) | (2,608,601 | ) | (248,935 | ) | 2,857,536 | - | (1,251,972 | ) | (280,058 | ) | ||||||||||||||||||||
| Provision for allowance for expected credit losses on loan receivables | (238,056 | ) | - | (238,056 | ) | 238,056 | - | - | - | |||||||||||||||||||||||
| Rental expenses | (449,408 | ) | (503,894 | ) | (9,600 | ) | 513,494 | (108,813 | )(I) | (44,727 | ) | (10,005 | ) | |||||||||||||||||||
| Legal and professional fees | (11,660,849 | ) | (886,507 | ) | (1,986,895 | ) | 2,873,402 | - | (8,787,447 | ) | (1,965,696 | ) | ||||||||||||||||||||
| Finance cost | (589,699 | ) | - | - | - | - | (589,699 | ) | (131,912 | ) | ||||||||||||||||||||||
| Other operating expenses | (19,500,684 | ) | (1,812,911 | ) | (213,736 | ) | 2,026,647 | - | (17,474,037 | ) | (3,908,833 | ) | ||||||||||||||||||||
| Profit (Loss) before income tax | 34,356,110 | 36,531,906 | (122,234 | ) | (36,409,672 | ) | 317,483,612 | 315,430,050 | 70,559,691 | |||||||||||||||||||||||
| Income tax expense | (484,662 | ) | - | - | - | - | (484,662 | ) | (108,416 | ) | ||||||||||||||||||||||
| Profit (Loss) for the year | 33,871,448 | 36,531,906 | (122,234 | ) | (36,409,672 | ) | 317,483,612 | 314,945,388 | 70,451,275 | |||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Items that will not be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||||||
| Fair value adjustment on financial assets, at fair value through other comprehensive income | (45,581,548 | ) | (39,953,182 | ) | (1,200 | ) | 39,954,382 | - | (5,627,166 | ) | (1,258,761 | ) | ||||||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | (7,084,186 | ) | - | - | - | - | (7,084,186 | ) | (1,584,687 | ) | ||||||||||||||||||||||
| Other comprehensive income (loss) | (52,665,734 | ) | (39,953,182 | ) | (1,200 | ) | 39,954,382 | - | (12,711,352 | ) | (2,843,448 | ) | ||||||||||||||||||||
| Total comprehensive income (loss) for the year | (18,794,286 | ) | (3,421,276 | ) | (123,434 | ) | 3,544,710 | 317,483,612 | 302,234,036 | 67,607,827 | ||||||||||||||||||||||
| Profit attributable to: | ||||||||||||||||||||||||||||||||
| Equity owners of the Company | 35,200,839 | 36,531,906 | (329,224 | ) | (36,202,682 | ) | 317,483,612 | 316,481,769 | 70,794,955 | |||||||||||||||||||||||
| Non-controlling interests | (1,329,391 | ) | - | 206,990 | (206,990 | ) | - | (1,536,381 | ) | (343,679 | ) | |||||||||||||||||||||
| Total | 33,871,448 | 36,531,906 | (122,234 | ) | (36,409,672 | ) | 317,483,612 | 314,945,388 | 70,451,276 | |||||||||||||||||||||||
| Total comprehensive income (loss) attributable to: | ||||||||||||||||||||||||||||||||
| Equity owners of the Company | (17,464,895 | ) | (3,421,276 | ) | (330,424 | ) | 3,751,700 | 317,483,612 | 303,770,417 | 67,951,506 | ||||||||||||||||||||||
| Non-controlling interests | (1,329,391 | ) | - | 206,990 | (206,990 | ) | - | (1,536,381 | ) | (343,679 | ) | |||||||||||||||||||||
| Total | (18,794,286 | ) | (3,421,276 | ) | (123,434 | ) | 3,544,710 | 317,483,612 | 302,234,036 | 67,607,827 | ||||||||||||||||||||||
6
| (A) | Derived from the Company’s audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024. |
| (B) | Derived from VCCG’s audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024. |
| (C) | Derived from Credilab’s unaudited statement of profit or loss and other comprehensive income for the year ended December 31, 2024, as included in the Company’s audited consolidated statement of profit or loss and other comprehensive income for the year then ended. |
| (D) | Represented the combination of VCCG’s audited statement of profit or loss and other comprehensive income and Credilab’s unaudited statement of profit or loss and other comprehensive income for the year ended December 31, 2024, which are deducted from the Company’s audited statement of profit or loss and other comprehensive income for the year ended to derive the Company’s unaudited pro forma condensed statement of profit or loss and other comprehensive income. |
| (E) | Represented the management fees charged by the Company to the Disposed Group, that were previously eliminated in the Company’s audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024, are now presented as the Company’s revenue, as the Disposed Group is presented as if it were not part of the Company. |
| (F) | Represented the gain on disposal of VCCG from the disposition of VCCG. |
| (G) | Represented the gain on disposal of Credilab from the disposition of Credilab. |
| (H) | Represented the adjustments of expenses of the Disposed Group, that were previously eliminated in the Company’s audited consolidated statement of profit or loss and other comprehensive income for the year ended December 31, 2024. |
| (I) | Represented the reclassification of rental income to other income to conform with the Company’s presentation. |
7
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
| 1. | Consideration and Disposal Price |
Consideration and Disposal Price of Credilab Sdn. Bhd.(“Credilab”) and V Capital Consulting Group (“VCCG”).
Prior to the disposition of the Disposed Group, the Company held 21,000,000 Class A shares and 3,000,000 Class B shares of VCCG and 156,467,795 Class A shares and 5,000,000 Class B shares of Credilab [through Credilab Technology Sdn Bhd]. Accordingly, the Company had an effective 100% ownership interest of VCCG and Credilab. On December 29, 2025, the Company completed the disposal of 100% of the issued and outstanding shares of VCCG for a total consideration of US$33,975,000 (approximately to RM137,885,552). On December 31, 2025, the Company completed the disposal US$43,740,000 (approximately to RM177,516,234) of Credilab. Following the completion of the disposition of the Disposed Group, VCCG and Credilab ceased to be wholly owned subsidiaries of the Company.
The following table presents the calculation of gain on disposal of VCCG and Credilab:
| VCCG | Credilab | |||||||
| RM | RM | |||||||
| Sales consideration | 151,881,840 | 195,535,296 | ||||||
| Share capital | (9,189,155 | ) | (2,000,000 | ) | ||||
| Total reserves as at disposal date | (20,855,938 | ) | 2,111,569 | |||||
| Gain on disposal | 121,836,747 | 197,646,865 | ||||||
| 2. | Presentation Currency |
The audited consolidated financial statements of VCCG filed with the SEC are presented in United States Dollar (“USD”). For the purpose of the unaudited pro forma condensed financial statements, VCCG’s financial information has been translated into Ringgit Malaysia (“RM”) to align with the presentation currency of the Company. The exchange rates applied in the preparation of the unaudited pro forma condensed financial information are in accordance with the relevant accounting standards. The following exchange rates have been used for translation purposes:
| RM to USD at year-end rate | 4.4704 | |||
| RM to USD at average rate | 4.5606 |
| 3. | Treatment of Intercompany Balances and Subsidiaries |
In preparing the unaudited pro forma condensed financial information, management has assumed that the Disposed Group were no longer subsidiaries of the Company throughout the financial year ended 2024. Accordingly, all intercompany balances and transactions between the Company and the Disposed Group that were previously eliminated have been reversed, as the Disposed Group are presented as if they were not part of the Company. The financial results, assets, and liabilities of the Disposed Group have therefore been excluded from the unaudited pro forma condensed financial information for the year ended 2024.
8
| 4. | Comparative Historical and Unaudited Pro Forma Per Share Financial Information |
The following table sets forth summary historical comparative share information for the Company and the unaudited pro forma per share information of giving effect to the disposition of the Disposed Group and the other transactions contemplated by the relevant disposal agreements presented under ordinary shares outstanding as at the closing date.
The net earnings per share is calculated using the historical weighted average shares outstanding, giving retroactive effect to the 1 to 49 reverse share split effected on November 5, 2024 and 1 to 20 reverse share split effected on April 3, 2025.
This information is only a summary and be read in conjunction with the historical financial statements of the Company and related notes that are included elsewhere in this Report. The unaudited pro forma per share information of the Company is derived from, and should be read in conjunction with, the unaudited pro forma condensed financial statements and related notes included elsewhere in this Report.
The unaudited pro forma earnings per share information below does not purport to represent the earnings per share which would have occurred had the had the disposal occurred on the dates assumed, nor earnings per share for any future date or period. The unaudited pro forma per share information below does not purport to represent what the value of the Company would have been had the had the disposal occurred on the dates assumed.
| VCI Global Limited | Pro Forma | |||||||
| RM | RM | |||||||
| Profit for the year | 35,200,839 | 314,945,388 | ||||||
| Weighted average number of ordinary shares used in computing earnings – basic and diluted as at December 31, 2024 | 143,850 | 143,850 | ||||||
| Earnings per share – basic and diluted | 244.71 | 420.38 | ||||||
9
Exhibit 99.4
VCI GLOBAL LIMITED
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed financial information presents the financial information of VCI Global Limited (the “Company”), after disposition of Credilab Sdn. Bhd. (“Credilab”) and V Capital Consulting Group (“VCCG”) (the “Disposed Group”). The pro forma condensed financial information has been prepared to give effect to the disposition of the Disposed Group by excluding their respective financial information as if the disposition had occurred on December 31, 2024. The unaudited pro forma condensed financial information should be read in conjunction with the accompanying notes.
The unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X. The Disposed Group had been the wholly owned subsidiaries of the Company since their incorporation prior to the disposition. Accordingly, all intercompany balances and transactions between the Company and the Disposed Group that were previously eliminated have been reversed, as the Disposed Group are presented as if they were not part of the Company.
The unaudited pro forma condensed statement of financial position as of June 30, 2025 has been prepared based on the historical unaudited consolidated statement of financial position of the Company as of June 30, 2025 excluding the historical unaudited consolidated statement of financial position of VCCG and unaudited statement of financial position of Credilab as of June 30, 2025, giving effect to the disposition of the Disposed Group as if it had been consummated as at the balance sheet date.
The unaudited pro forma condensed statement of profit or loss and comprehensive income for the period ended June 30, 2025 has been prepared based on the historical unaudited consolidated statement of profit or loss and comprehensive income of the Company for the period ended June 30, 2025 excluding the historical unaudited consolidated statement of profit or loss and other comprehensive income of VCCG and unaudited statement of profit or loss and other comprehensive income of Credilab for the period ended June 30, 2025, giving effect to the disposition of the Disposed Group as if it had been consummated on January 1, 2024.
The unaudited pro forma condensed statement of financial position was derived from and should be read in conjunction with the following historical financial statements:
| ● | the Company’s unaudited consolidated statement of financial position as of June 30, 2025, in the Form 6-K filed with the SEC on October 6, 2025. |
| ● | VCCG’s unaudited condensed statement of financial position as of June 30, 2025, in the Form F-1 filed with the SEC on March 31, 2026. |
The unaudited pro forma condensed statement of profit or loss and other comprehensive income for the year ended June 30, 2025, has been prepared using the following:
| ● | the Company’s unaudited consolidated statement of profit or loss and other comprehensive income for the period of June 30, 2025, in the Form 6-K filed with the SEC on October 6, 2025. |
| ● | VCCG’s unaudited condensed statement of profit or loss and other comprehensive income for the period of June 30, 2025, in the Form F-1 filed with the SEC on March 31, 2026. |
The unaudited pro forma condensed financial information should be read in conjunction with the Company’s and VCCG’s financial statements and related notes.
Description of the Disposition of the Disposed Group and Carve-Out Arrangement
On December 15, 2025, the Company entered into an Agreement for Sale and Purchase with VHKL Private Capital Limited and management of VCCG (collectively, the “Purchasers”), pursuant to which the Purchasers agreed to purchase and the Company agreed to sell the shares representing all of the issued and outstanding capital of VCCG, at a total purchase price of US$33,975,000, in cash or shares. The disposition was completed on December 15, 2025.
On December 31, 2025, the Company entered into an Agreement for Sale and Purchase with VHKL Private Capital Limited and Quanstar Capital Partners LLC (collectively, the “Purchasers”), pursuant to which the Purchasers agreed to purchase, and the Company agreed to sell the shares representing all the issued and outstanding capital of Credilab, at a total purchase price of USD30,618,000 and USD13,122,000, in cash. The disposition was completed on December 31, 2025.
Accounting for the Disposition of the Disposed Group and Carve-Out Arrangement
The disposition of the Disposed Group has been accounted for as a loss of control transaction in accordance with IFRS 10 Consolidated Financial Statements. The pro forma adjustments reflect the disposition of the Disposed Group as if it had been completed on the balance sheet date. Upon disposal of the Disposed Group, the Company derecognizes:
| ● | the assets and liabilities of the Disposed Group at their carrying amounts at the date of disposal; |
| ● | any non-controlling interest in the Disposed Group; and |
| ● | any related components of equity, including foreign currency translation reserves, attributable to the disposed subsidiary. |
The consideration received from the disposal of the Disposed Group comprises:
| ● | the fair value of cash or other assets received; |
| ● | the fair value of any retained interest in the Disposed Group, if applicable; and |
| ● | the fair value of any contingent consideration arrangement. |
The gain or loss on disposal is calculated as the difference between:
| ● | the aggregate of the consideration received, the fair value of any retained interest, and the carrying amount of any non-controlling interest; and |
| ● | the carrying amount of the net assets of the Disposed Group disposed of. |
Any resulting gain or loss is recognized in profit or loss.
In preparing the unaudited pro forma condensed financial information, the effects of the disposition of the Disposed Group are reflected as if the transaction had occurred on the balance sheet date, with the removal of the assets and liabilities of the Disposed Group and the recognition of the resulting gain or loss on disposal in the profit or loss.
Basis of Pro Forma Presentation
The historical financial information has been adjusted to give pro forma impact to the disposition of the Disposed Group, are factually supportable, and as it relates to the unaudited pro forma condensed statement of comprehensive loss, are expected to have a continuing impact on the results of the Company. The adjustments presented on the unaudited pro forma condensed financial statement have been identified and presented to provide relevant information necessary for an accurate understanding of the Company upon consummation of the disposition of the Disposed Group.
The unaudited pro forma condensed financial information is for illustrative purposes only and does not purport to represent what the actual financial position or results of operations of the Company had the disposal occurred on the dates assumed, nor does it purport to project the future financial position or results of operations of the Company following the disposal. Accordingly, undue reliance should not be placed on the unaudited pro forma condensed financial information
2
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2025
| Pro Forma Adjustment | ||||||||||||||||||||||||||||||||
| Note | VCI Global Limited (A) | VCCG (A) | Credilab (A) | Total Disposal (B) | Transaction Accounting | Pro Forma | Pro Forma | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | USD | ||||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||||||||||||||
| Financial assets measured at fair value through other comprehensive income | 427,165,899 | 8,174,760 | 68,649,614 | (76,824,374 | ) | - | 350,341,525 | 83,163,179 | ||||||||||||||||||||||||
| Property and equipment | 4,710,985 | 14,981 | - | (14,981 | ) | - | 4,696,004 | 1,114,725 | ||||||||||||||||||||||||
| Right-of-use assets | 2,116,231 | - | - | - | - | 2,116,231 | 502,346 | |||||||||||||||||||||||||
| Intangible assets | 50,434,873 | - | - | - | - | 50,434,873 | 11,972,102 | |||||||||||||||||||||||||
| Loan receivables | 72,092,633 | - | 72,092,633 | (72,092,633 | ) | - | - | - | ||||||||||||||||||||||||
| Total non-current assets | 556,520,621 | 8,189,741 | 140,742,247 | (148,931,988 | ) | - | 407,588,633 | 96,752,352 | ||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||||||||||
| Trade and other receivables | 155,103,358 | 49,850,200 | 1,025,112 | (50,875,312 | ) | 556,390,010 | (C) | 660,618,056 | 156,815,832 | |||||||||||||||||||||||
| Loan receivables | 76,493,916 | - | 76,493,916 | (76,493,916 | ) | - | - | - | ||||||||||||||||||||||||
| Tax recoverable | 462,548 | - | 253,301 | (253,301 | ) | - | 209,247 | 49,671 | ||||||||||||||||||||||||
| Cash and bank balances | 9,642,860 | 119,085 | 7,413,920 | (7,533,005 | ) | - | 2,109,855 | 500,832 | ||||||||||||||||||||||||
| Total current assets | 241,702,682 | 49,969,285 | 85,186,249 | (135,155,534 | ) | 556,390,010 | 662,937,158 | 157,366,335 | ||||||||||||||||||||||||
| Total assets | 798,223,303 | 58,159,026 | 225,928,496 | (284,087,522 | ) | 556,390,010 | 1,070,525,791 | 254,118,687 | ||||||||||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||||||||||
| Trade and other payables | 39,327,349 | 1,592,507 | 25,119,766 | (26,712,273 | ) | - | 12,615,076 | 2,994,535 | ||||||||||||||||||||||||
| Contract liabilities | 48,168,158 | - | - | - | - | 48,168,158 | 11,434,035 | |||||||||||||||||||||||||
| Warrant liabilities | 140,304 | - | - | - | - | 140,304 | 33,305 | |||||||||||||||||||||||||
| Lease liabilities | 650,739 | - | - | - | - | 650,739 | 154,471 | |||||||||||||||||||||||||
| Bank and other borrowings | 600,000 | - | - | - | - | 600,000 | 142,426 | |||||||||||||||||||||||||
| Amount due to related parties | 16,409,663 | 8,859,477 | 198,024,283 | (206,883,760 | ) | 208,972,874 | (C) | 18,498,777 | 4,391,193 | |||||||||||||||||||||||
| Total current liabilities | 105,296,213 | 10,451,984 | 223,144,049 | (235,596,033 | ) | 208,972,874 | 80,673,054 | 19,149,965 | ||||||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||||||||||||||
| Lease liabilities | 1,520,784 | - | - | - | - | 1,520,784 | 361,000 | |||||||||||||||||||||||||
| Bank and other borrowings | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Total non-current liabilities | 1,520,784 | - | - | - | - | 1,520,784 | 361,000 | |||||||||||||||||||||||||
| Total liabilities | 106,816,997 | 10,451,984 | 223,144,049 | (233,596,033 | ) | 208,972,874 | 82,093,838 | 19,510,965 | ||||||||||||||||||||||||
| Capital and reserves | ||||||||||||||||||||||||||||||||
| Share capital | 646,323,840 | 9,189,155 | 2,000,000 | (11,189,155 | ) | 11,189,155 | (D) | 646,323,840 | 153,422,708 | |||||||||||||||||||||||
| Capital reserve | 6,532,560 | - | - | - | - | 6,532,560 | 1,550,682 | |||||||||||||||||||||||||
| Fair value reserve | (4,193,493 | ) | (2,532,151 | ) | - | 2,917,331 | - | (1,276,162 | ) | (302,932 | ) | |||||||||||||||||||||
| Translation reserve | (22,701,463 | ) | (3,468,189 | ) | - | 3,502,623 | - | (19,198,840 | ) | (4,557,372 | ) | |||||||||||||||||||||
| Retained earnings | 65,450,683 | 44,518,227 | 784,447 | (45,722,288 | ) | 336,227,981 | (D) | 356,375,990 | 84,595,625 | |||||||||||||||||||||||
| Attributable to equity owners of the Company | 691,412,127 | 47,707,042 | 2,784,447 | (50,491,489 | ) | 347,417,136 | 988,337,774 | 234,609,104 | ||||||||||||||||||||||||
| Non-controlling interests | (5,821 | ) | - | - | - | - | (5,821 | ) | (1,382 | ) | ||||||||||||||||||||||
| Total equity | 691,406,306 | 47,707,042 | 2,784,447 | (50,491,489 | ) | 347,417,136 | 988,331,953 | 234,607,722 | ||||||||||||||||||||||||
| Total liabilities and equity | 798,223,303 | 58,159,026 | 225,928,496 | (284,087,522 | ) | 556,390,010 | 1,070,525,791 | 254,118,687 | ||||||||||||||||||||||||
3
| (A) | Derived from the Company’s unaudited consolidated statement of financial position as of June 30, 2025. |
| (B) | Derived from VCCG’s unaudited consolidated statement of financial position as of June 30, 2025. |
| (C) | Derived from Credilab’s unaudited statement of financial position as of June 30, 2025, as included in the Company’s unaudited consolidated statement of financial position as of the same date. |
| (D) | Represented the combination of VCCG’s unaudited consolidated statement of financial position and Credilab’s unaudited statement of financial position as of June 30, 2025, which are deducted from the Company’s unaudited consolidated statement of financial position as of the same date to derive the Company’s unaudited pro forma condensed statement of financial position. |
| (E) | Represented consideration receivable from the disposition of VCCG. |
| (F) | Represented consideration receivable from the disposition of Credilab. |
| (G) | Represented the reversal of intercompany balances due from VCCG arising from trade transactions (total RM511,187), advances and payments on behalf, that were previously eliminated in the Company’s unaudited consolidated statement of financial position as of June 30, 2025, as VCCG is presented as if it were not part of the Company. |
| (H) | Represented the reversal intercompany balances due from Credilab arising from trade transactions (total RM905,512), advances and payments on behalf, that were previously eliminated in the Company’s unaudited consolidated statement of financial position as of June 30, 2025, as Credilab is presented as if it were not part of the Company. |
| (I) | Represented the adjustments of net assets of VCCG from the disposition of VCCG. |
| (J) | Represented the adjustments of net assets of Credilab from the disposition of VCCG. |
| (K) | Represented the carried forward gain on disposal of VCCG from the disposition of VCCG on December 31, 2024 |
| (L) | Represented the carried forward gain on disposal of Credilab from the disposition of Credilab on December 31, 2024 |
4
VCI GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED PRO FORMA STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD ENDED JUNE 30, 2025
| VCI | Pro Forma Adjustment | |||||||||||||||||||||||||||||||
| Note | Global Limited (A) | VCCG (A) | Credilab (A) | Total Disposal (B) | Transaction Accounting | Pro Forma | Pro Forma | |||||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | USD | ||||||||||||||||||||||||||
| Revenue | 78,963,971 | 32,922,130 | 5,359,512 | (38,281,642 | ) | - | 40,682,329 | 9,657,068 | ||||||||||||||||||||||||
| Revenue - related party | - | 50,552 | (50,552 | ) | 50,552 | (E) | - | - | ||||||||||||||||||||||||
| Total revenue | 78,963,971 | 32,972,682 | 5,359,512 | (38,332,194 | ) | 50,552 | 40,682,329 | 9,657,068 | ||||||||||||||||||||||||
| Other income | 1,714,372 | 223,117 | 196,950 | (420,067 | ) | - | 1,294,305 | 307,239 | ||||||||||||||||||||||||
| Cost of services | (15,431,359 | ) | (3,413,713 | ) | (504,705 | ) | 3,918,418 | (50,552 | )(F) | (11,563,493 | ) | (2,744,913 | ) | |||||||||||||||||||
| Depreciation of property and equipment and right-of-use assets | (871,637 | ) | (1,571 | ) | - | 1,571 | - | (870,066 | ) | (206,534 | ) | |||||||||||||||||||||
| Amortization of intangible assets | (995,845 | ) | - | - | - | - | (995,845 | ) | (236,391 | ) | ||||||||||||||||||||||
| Directors’ fees | (14,748,787 | ) | (2,845,443 | ) | - | 2,845,443 | - | (11,903,344 | ) | (2,825,585 | ) | |||||||||||||||||||||
| Employee benefit expense | (11,010,726 | ) | (1,752,350 | ) | - | 1,752,350 | - | (9,258.376 | ) | (2,197,730 | ) | |||||||||||||||||||||
| Allowance for expected credit losses on trade and other receivables | (3,377,614 | ) | (2,021,128 | ) | - | 2,021,128 | - | (1,356,486 | ) | (321,999 | ) | |||||||||||||||||||||
| Allowance for expected credit losses on loan receivables | (117,029 | ) | - | (92,283 | ) | 92,283 | - | (24,746 | ) | (5,874 | ) | |||||||||||||||||||||
| Rental expenses | (200,895 | ) | (49,321 | ) | (4,800 | ) | 54,121 | - | (146,774 | ) | (34,841 | ) | ||||||||||||||||||||
| Legal and professional fees | (4,469,259 | ) | (641,589 | ) | (701,975 | ) | 1,343,964 | - | (3,125,295 | ) | (741,875 | ) | ||||||||||||||||||||
| Finance cost | (50,012 | ) | - | - | - | - | (50,012 | ) | (11,872 | ) | ||||||||||||||||||||||
| Other operating expenses | (9,760,217 | ) | (1,008,493 | ) | (1,356,682 | ) | 2,365,175 | - | (7,393,172 | ) | (1,754,972 | ) | ||||||||||||||||||||
| Profit before income tax | 19,644,963 | 21,462,191 | 2,896,017 | (24,358,208 | ) | - | (4,713,245 | ) | (1,118,818 | ) | ||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Profit for the year | 19,644,963 | 21,462,191 | 2,896,017 | (24,358,208 | ) | - | (4,713,245 | ) | (1,118,818 | ) | ||||||||||||||||||||||
| Other comprehensive income/(loss): | ||||||||||||||||||||||||||||||||
| Items that will not be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||||||
| Fair value adjustment on financial assets, at fair value through other comprehensive income | (624,937 | ) | (1,977,714 | ) | - | 1,977,714 | 1,352,777 | 321,119 | ||||||||||||||||||||||||
| Transfer upon disposal of equity instruments | (1,420,098 | ) | - | - | - | - | (1,420,098 | ) | (337,100 | ) | ||||||||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | (18,313,612 | ) | (17,472 | ) | - | 17,472 | (18,296,140 | ) | (4,343,091 | ) | ||||||||||||||||||||||
| Other comprehensive income/(loss) | (20,358,647 | ) | (1,995,186 | ) | - | (1,995,186 | ) | - | (18,363,461 | ) | (4,359,072 | ) | ||||||||||||||||||||
| Total comprehensive income/(loss) for the year | (713,684 | ) | 19,467,005 | 2,896,017 | (22,363,022 | ) | - | (23,076,706 | ) | (5,477,890 | ) | |||||||||||||||||||||
| Profit attributable to: | ||||||||||||||||||||||||||||||||
| Equity owners of the Company | 19,645,173 | 21,462,191 | 2,896,017 | (24,358,208 | ) | - | (4,713,035 | ) | (1,118,767 | ) | ||||||||||||||||||||||
| Non-controlling interests | (210 | ) | - | - | - | - | (210 | ) | (51 | ) | ||||||||||||||||||||||
| Total | 19,644,963 | 21,462,191 | 2,896,017 | (24,358,208 | ) | - | (4,713,245 | ) | (1,118,818 | ) | ||||||||||||||||||||||
| Total comprehensive income/(loss) attributable to: | ||||||||||||||||||||||||||||||||
| Equity owners of the Company | (713,474 | ) | 19,467,005 | 2,896,017 | (22,363,022 | ) | - | (23,076,496 | ) | (5,477,839 | ) | |||||||||||||||||||||
| Non-controlling interests | (210 | ) | - | - | - | (210 | ) | (51 | ) | |||||||||||||||||||||||
| Total | (713,684 | ) | 19,467,005 | 2,896,017 | (22,363,022 | ) | - | (23,076,706 | ) | (5,477,890 | ) | |||||||||||||||||||||
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| (A) | Derived from the Company’s unaudited consolidated statement of profit or loss and other comprehensive income for the period ended June 30, 2025. |
| (B) | Derived from VCCG’s unaudited consolidated statement of profit or loss and other comprehensive income for the period ended June 30, 2025. |
| (C) | Derived from Credilab’s unaudited statement of profit or loss and other comprehensive income for the period ended June 30, 2025, as included in the Company’s unaudited consolidated statement of profit or loss and other comprehensive income for the period ended. |
| (D) | Represented the combination of VCCG’s unaudited statement of profit or loss and other comprehensive income and Credilab’s unaudited statement of profit or loss and other comprehensive income for the period ended June 30, 2025, which are deducted from the Company’s unaudited statement of profit or loss and other comprehensive income for the period ended to derive the Company’s unaudited pro forma condensed statement of profit or loss and other comprehensive income. |
| (E) | Represented the referral fees charged by the Disposed Group to the Company, that were previously eliminated in the Company’s unaudited consolidated statement of profit or loss and other comprehensive income for the period ended June 30, 2025, are now presented as the Company’s cost of services, as the Disposed Group is presented as if it were not part of the Company. |
| (F) | Represented the adjustments of expenses of the Company, that were previously eliminated in the Company’s unaudited consolidated statement of profit or loss and other comprehensive income for the preiod ended June 30, 2025. |
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NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
| 1. | Consideration and Disposal Price |
Consideration and Disposal Price of Credilab Sdn. Bhd.(“Credilab”) and V Capital Consulting Group (“VCCG”).
Prior to the disposition of the Disposed Group, the Company held 21,000,000 Class A shares and 3,000,000 Class B shares of VCCG and 156,467,795 Class A shares and 5,000,000 Class B shares of Credilab [through Credilab Technology Sdn Bhd]. Accordingly, the Company had an effective 100% ownership interest of VCCG and Credilab. On December 29, 2025, the Company completed the disposal of 100% of the issued and outstanding shares of VCCG for a total consideration of US$33,975,000 (approximately to RM137,885,552). On December 31, 2025, the Company completed the disposal US$43,740,000 (approximately to RM177,516,234) of Credilab. Following the completion of the disposition of the Disposed Group, VCCG and Credilab ceased to be wholly owned subsidiaries of the Company.
The following table presents the calculation of gain on disposal of VCCG and Credilab:
| VCCG | Credilab | |||||||
| RM | RM | |||||||
| Sales consideration | 151,881,840 | 195,535,296 | ||||||
| Share Capital | (9,189,155 | ) | (2,000,000 | ) | ||||
| Total reserves as at disposal date | (20,855,938 | ) | 2,111,569 | |||||
| Gain on disposal | 121,836,747 | 197,646,865 | ||||||
| 2. | Presentation Currency |
The unaudited consolidated financial statements of VCCG filed with the SEC are presented in United States Dollar (“USD”). For the purpose of the unaudited pro forma condensed financial statements, VCCG’s financial information has been translated into Ringgit Malaysia (“RM”) to align with the presentation currency of the Company. The exchange rates applied in the preparation of the unaudited pro forma condensed financial information are in accordance with the relevant accounting standards. The following exchange rates have been used for translation purposes:
| RM to USD at year-end rate | 4.2127 | |||
| RM to USD at average rate | 4.3561 |
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| 3. | Treatment of Intercompany Balances and Subsidiaries |
In preparing the pro forma financial statements, management has assumed that VCCG and Credilab were no longer subsidiaries of the Company throughout the financial year ended June 30, 2025. Accordingly, all intercompany balances and transactions between the Company, VCCG, and Credilab have not been eliminated, as the entities are presented as if they were not part of the Group during the period. The financial results, assets, and liabilities of VCCG and Credilab have therefore been excluded from the consolidated financial information for the year ended June 30, 2025.
| 4. | Comparative Historical and Unaudited Pro Forma Condensed Per Share Financial Information |
The following table sets forth summary historical comparative share information for the Company and the unaudited pro forma per share information of giving effect to the disposition of the Disposed Group and the other transactions contemplated by the relevant disposal agreements presented under ordinary shares outstanding as at the closing date.
The net earnings per share is calculated using the historical weighted average shares outstanding, giving retroactive effect to 1 to 49 reverse share split effected on November 5, 2024, 1 to 20 reverse share split effected on April 3, 2025, and 1 to 30 reverse share split effected on September 16, 2025.
This information is only a summary and be read in conjunction with the historical financial statements of the Company and related notes that are included elsewhere in this Report. The unaudited pro forma per share information of the Company is derived from, and should be read in conjunction with, the unaudited pro forma condensed financial statements and related notes included elsewhere in this Report.
The unaudited pro forma earnings per share information below does not purport to represent the earnings per share which would have occurred had the had the disposal occurred on the dates assumed, nor earnings per share for any future date or period. The unaudited pro forma per share information below does not purport to represent what the value of the Company would have been had the had the disposal occurred on the dates assumed.
| VCI Global Limited | Pro Forma | |||||||
| RM | RM | |||||||
| Profit / (loss) for the year | 19,645,173 | (4,713,245 | ) | |||||
| Weighted average number of ordinary shares used in computing earnings – basic and diluted as at June 30, 2025 | 92,488 | 92,488 | ||||||
| Earning per share – basic and diluted | 212.40 | (6.65 | ) | |||||
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