VCI Global Ltd 6-K, filed Oct 16, 2026
VCI Global Ltd (VCIG)
About this 6-K
VCI Global Ltd filed this 6-K on October 16, 2026.
VCI Global Limited reported a loss of US$8,431,907 for the six months ended June 30, 2026, versus a profit of US$4,663,271 a year earlier, as revenue fell 86.37% to US$2,555,411 following subsidiary divestitures and a shift toward AI solutions. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934
For the month of October
Commission File No.
(Name of registrant)
Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange,
55188 Kuala Lumpur, Malaysia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This report on Form 6-K (“Form 6-K Report”) shall be deemed to be incorporated by reference into the shelf registration statement on Form F-3, as amended (Registration Number 333-279521) of VCI Global Limited, a British Virgin Islands business company (the “Company”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2024 (the “Shelf Registration Statement”), the registration statement on Form F-3, as amended (Registration Number 333-282353) of the Company, declared effective by the SEC on October 7, 2024 (the “Registration Statement”) and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement or Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this Form 6-K Report is an Operating and Financial Review for the Company and its subsidiaries six month periods ended June 30, 2026 and 2025, respectively.
Attached as Exhibit 99.2 to this Form 6-K Report are the Condensed Consolidated Interim Financial Statements (Unaudited) of the Company as of June 30, 2026 and December 31, 2025, and for the six-month periods ended June 30, 2026 and 2025, respectively.
Forward Looking Statements
This Report on Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, our expectations with respect to future performance and anticipated financial impacts. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside our control and are difficult to predict. Factors that may cause such differences include, but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Registrant’s Form 20-F (001-41678) filed with the Securities and Exchange Commission (the “SEC”) on July 15, 2026 (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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EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Operating and Financial Review of VCI Global Limited and its subsidiaries for the six months ended June 30, 2026 and 2025. | |
| 99.2 | Condensed Consolidated Interim Financial Statements (Unaudited) of VCI Global Limited and its subsidiaries as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
SIGNATURES
Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 16, 2026
| VCI Global Limited | ||
| By: | /s/ Victor Hoo | |
| Name: | Victor Hoo | |
| Title: | Director, Executive Chairman and Chief Executive Officer | |
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Exhibit 99.1
OPERATING AND FINANCIAL REVIEW OF VCI GLOBAL LIMITED AND ITS SUBSIDIARIES.
The following discussion and analysis are intended to help investors understand the significant factors affecting our results of operations, financial condition, liquidity and capital resources. You should read this discussion together with our interim unaudited condensed financial statements and related notes in Exhibit 99.2 of this Current Report on Form 6-K (this “Form 6-K”). Also read our audited consolidated financial statements and related notes included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 (“2025 Form 20-F, filed with the Securities and Exchange Commission on July 15, 2026. The following discussion and analysis contain forward-looking statements that reflect our plans, estimates and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in the 2025 Form 20-F.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our unaudited consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and June 30, 2025.
Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year. Any monetary amounts listed in the paragraphs of the following discussion and analysis are approximate figures taken from the applicable table.
Overview
We are a multi-disciplinary consulting group with key advisory practices in the areas of business and technology. Each of our segments and practices is staffed with consultants recognized for their wealth of knowledge and established track records of delivering impact. With our core group of experts experienced in corporate finance, capital markets, legal, and investor relations, we illuminate our clients’ paths to success by helping them foresee impending challenges and identify business opportunities. We leverage our in-depth expertise to assist clients in creating value by providing profitable business ideas, customizing bold strategic options, offering sector intelligence, and equipping clients with cost-saving solutions for lasting growth.
Since our inception in 2013, we have been delivering our services to companies ranging from small-medium enterprises and government-linked agencies to publicly traded conglomerates across a broad array of industries. Our business operates solely in Malaysia, with clients predominantly from Malaysia, and some engagements with clients from China, Singapore and the United States.
| A. | Operating Results |
Results of Operations
The results of operations presented below should be reviewed in conjunction with our interim unaudited condensed financial statements and related notes in Exhibit 99.2 of this Form 6-K. The following table sets forth our results of operations for the periods indicated:
| Note | Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||||||||
| US$ | US$ | |||||||||||
| Revenue | 2,172,256 | 18,744,266 | ||||||||||
| Revenue - related party | 383,155 | - | ||||||||||
| Total revenue | 22 | 2,555,411 | 18,744,266 | |||||||||
| Other income | 23 | 7,301,666 | 406,953 | |||||||||
| Cost of services | 24 | (104,641 | ) | (3,663,057 | ) | |||||||
| Depreciation of property and equipment and right-of-use assets | 6 & 7 | (336,152 | ) | (206,907 | ) | |||||||
| Amortization of intangible assets | 8 | (371,326 | ) | (236,391 | ) | |||||||
| Directors’ fees | 25 | (3,185,378 | ) | (3,501,030 | ) | |||||||
| Employee benefit expense | 25 | (2,889,173 | ) | (2,613,698 | ) | |||||||
| Provision for allowance for expected credit losses on trade and other receivables | 10 | (952,927 | ) | (801,769 | ) | |||||||
| Provision for allowance for expected credit losses on loan receivables | - | (27,780 | ) | |||||||||
| Rental expenses | 29 | (71,877 | ) | (47,688 | ) | |||||||
| Legal and professional fees | (2,142,434 | ) | (1,060,901 | ) | ||||||||
| Finance cost | 26 | (1,083,907 | ) | (11,872 | ) | |||||||
| Other operating expenses | 27 | (7,690,776 | ) | (2,316,855 | ) | |||||||
| Profit/(loss) before income tax | (8,971,514 | ) | 4,663,271 | |||||||||
| Income tax benefit/(expense) | 28 | 539,607 | - | |||||||||
| Profit/(loss) for the year | (8,431,907 | ) | 4,663,271 | |||||||||
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Revenue
Our revenue is driven in part by our ability to offer market-leading service offerings to add value to clients. We derive our revenues substantially from our business and technology consultancy service offerings and solutions that we deliver to our clients. Each contract has different terms based on the scope, deliverables, timing and complexity of the engagement. In the fiscal year 2026, we focus on the AI sector, technology infrastructure, and RWA consultancy services, management disposed of subsidiaries operating in non-core business segments such as fintech activities and business consultancy business.
Depending on the terms of the service engagement contract, our revenues are derived from a few principal types of billing arrangements as explained below:
Business consultancy
| ● | Retainer engagements |
In our retainer based engagements, the client is billed according to the predetermined fees and billing period. The retainer fee is determined based on amongst others, the value, complexity and scale of the engagement. Throughout the period of the retainer engagement, we provide clients with holistic business or technology consulting services. It is the client’s expectation in these engagements that the pre-established fee will not be exceeded except in mutually agreed upon circumstances.
| ● | Performance-based fees |
In performance-based billing arrangements, we agree to a pre-established fee in exchange for a predetermined set of professional services. Generally, the client agrees to pay a fixed fee over the specified services engaged. We set the fees based on our estimates of the complexity; scale, costs and the time it would take to complete the engagements.
| ● | Success fees |
Similar to performance-based fees, success fees engagement generally tie fees to the attainment of contractually defined objectives or upon the closing of a project. We agree to a pre-established fee in exchange for a predetermined milestone. Success fee revenues may cause variations in our revenues and operating results due to the timing of achieving the criteria. Generally, success fee is either attained in the form of cash or shares in our clients’ companies. The latter opens the door for our clients and us to capitalize on forward-looking opportunities, to grow and to thrive together.
Technology consultancy
Software is key to business efficiency as the right software solutions make a world of difference in the day-to-day business operations. Our aim is to optimize businesses’ operations with the right, cost-effective software solutions that improve business efficiency and productivity while reducing operating costs and saving time.
| ● | Consulting fees |
Clients are billed according to a predetermined consulting fee for a period of engagement. The consulting fee is determined based on amongst others the value, complexity, applicable program, required information technology (“IT”) professionals and skills, and the scale of the engagement. Throughout the engagement, we provide clients holistic technology consulting services. The right software solutions add value to business practices, and we achieve that by identifying and understanding the kinds of software most suited to the size, needs, and requirements of the client’s business and industry.
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| ● | Development fees |
In our Technology segment, certain clients are billed based on the proprietary software developed in accordance with the requirements of the clients. We provide bespoke and customized programs, software, and website development tailored to the needs of the clients’ business in facilitating the adoption and integration of technology to boost their business performance.
| ● | White label technology fees |
Our revenue under the technology segment also stems from providing white-label technology whereby we purchase ready-made licensed software products and thereafter execute our rebranding and develop white-label software that meets our clients’ needs. Apart from that, according to our clients’ requirements, we provide customization services on ready-made software.
| ● | Software-as-a-Service (SaaS) |
Moving forward, we have plans to expand our revenue model by adding SaaS via the development of a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted.
| ● | Graphic Processing Unit (GPU) Rental and GPU-as-a-Service (GPUaaS) |
The Group owns and operates AI computing infrastructure comprising high-performance GPU servers, which are made available to customers through dedicated rental arrangements and GPU-as-a-Service offerings. Customers access these computing resources remotely, while the Group remains responsible for the operation, maintenance, and management of the underlying infrastructure.
| ● | VGain Cloud |
VGAIN Cloud is our sovereign confidential AI business. It comprises three elements: the end-user service, a general-purpose conversational AI assistant accessed through a confidential chat interface; the compute facilities on which that service runs; and the proprietary platform software that operates them. We intend to serve enterprise, government-linked and regulated industry customers, including by renting compute capacity to them, and we currently make the end-user service available to individuals. As the service remains in testing and has not been officially launched, it has not generated revenue to date.
We plan to deliver VGAIN Cloud from compute capacity of two kinds, distinguished by who owns the hardware rather than by who owns or operates the site: (i) hardware we own, and (ii) hardware owned by a third-party licensee under license from us, co-located at one of our facilities or, where we agree, at a site established by that licensee.
The table below sets forth details of our revenue for the periods indicated.
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Revenue by service types: | ||||||||||||||||||||||||
| Revenue from business strategy consultancy | - | - | % | 8,086,215 | 43.14 | % | (8,086,215 | ) | (100.00 | )% | ||||||||||||||
| Revenue from technology development | 2,050,000 | 80.22 | % | 9,342,691 | 49.84 | % | (7,292,691 | ) | (78.06 | )% | ||||||||||||||
| Interest income | - | - | % | 1,272,227 | 6.79 | % | (1,272,227 | ) | (100.00 | )% | ||||||||||||||
| Others | 505,411 | 19.78 | % | 43,133 | 0.23 | % | 462,278 | 1,071.75 | % | |||||||||||||||
| Total operating revenue | 2,555,411 | 100.00 | % | 18,744,266 | 100.00 | % | (16,188,855 | ) | (86.37 | )% | ||||||||||||||
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Our revenue decreased by US$16.2 million, or 86.37%, to US$2.6 million for the six months ended June 30, 2026 compared to US$18.7 million for the six months ended June 30, 2025, which was primarily driven by strategic corporate restructuring—including subsidiary spin-offs and business disposals—as the Group shifts focus toward proprietary artificial intelligence (AI) development and solutions.
The revenue from business strategy consultancy fee decreased to Nil for the six months ended June 30, 2026 compared to US$8.1 million for the six months ended June 30, 2025. This decline was primarily driven by the strategic divestment of our business consultancy subsidiary in year ended December 31, 2025, resulting in the absence of its associated revenue in the current period.
Technology development revenue decreased by US$7.3 million, or 78.06% to US$2.1 million for the six months ended June 30, 2026 compared to US$9.3 million for the six months ended June 30, 2025. The decrease was caused by fewer technology development contracts reaching milestone completion as of June 30, 2026. This reflects an operational shift as the Group shifts its strategic focus toward developing next-generation AI solutions to strengthen long-term product differentiation and market positioning.
The revenue from interest income decreased by US$1.27 million to Nil for the six months ended June 30, 2026. This decrease is directly caused by the disposal of a fintech subsidiary at the end of the prior financial year, which previously accounted for all loan interest income. Consequently, no interest income was generated from this business line during the six months ended June 30, 2026.
Revenue from other services consists of management fees and loan processing fees. The revenue from other services increased by US$462 thousand, or 1,071.75%, to US$505 thousand for the six months ended June 30, 2026 compared to US$43 thousand for the six months ended June 30, 2025. The increase was driven by expanded client mandates for managerial support services executed during the corporate transition period.
Other income
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Other income: | ||||||||||||||||||||||||
| Interest income | 358 | 0.01 | % | 4,613 | 1.13 | % | (4,255 | ) | (92.24 | )% | ||||||||||||||
| Gain on disposal of right-of-use asset | 2,586 | 0.04 | % | - | - | % | 2,586 | 100.00 | % | |||||||||||||||
| Gain on disposal of investment | 5,200,000 | 71.22 | % | - | - | % | 5,200,000 | 100.00 | % | |||||||||||||||
| Gain on disposal of subsidiary | 28,755 | 0.39 | % | - | - | % | 28,755 | 100.00 | % | |||||||||||||||
| Gain on foreign currency | 666,256 | 9.12 | % | 182,492 | 44.84 | % | 483,764 | 265.09 | % | |||||||||||||||
| Fair value gain on warrant liabilities | 877,364 | 12.02 | % | - | - | % | 877,364 | 100.00 | % | |||||||||||||||
| Reversal of impairment of trade and other receivables | 311,963 | 4.27 | % | 148,393 | 36.47 | % | 163,570 | 110.23 | % | |||||||||||||||
| Reversal of impairment of related parties | 161,221 | 2.21 | % | - | - | % | 161,221 | 100.00 | % | |||||||||||||||
| Rental income | 40,439 | 0.55 | % | 70,026 | 17.21 | % | (29,587 | ) | (42.25 | )% | ||||||||||||||
| Others | 12,724 | 0.17 | % | 1,429 | 0.35 | % | 11,295 | 790.41 | % | |||||||||||||||
| Total | 7,301,666 | 100.00 | % | 406,953 | 100.00 | % | 6,894,713 | 1,694.23 | % | |||||||||||||||
Other income increased by US$6.9 million, or 1,694.23%, to US$7.3 million for the six months ended June 30, 2026 compared to US$407 thousand for the six months ended June 30, 2025.
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Gain on disposal of investment was primarily attributable to the transfer of a portion of our equity shares in a subsidiary to a vendor as consideration for the discharge of outstanding liabilities.
The reversal of impairment allowance on trade and other receivables as well as impairment allowance on related parties represents amounts previously provided for in the financial year ended December 31, 2025, which were subsequently recovered during the six months ended June 30, 2026. The reversal was mainly due to successful collection efforts and improved credit assessments of certain customers during the period.
For the six months ended June 30, 2026, the Company recognised a fair value gain on warrant liabilities of US$877 thousand, compared to nil in the prior year. The gain arose from the remeasurement of the outstanding warrant liabilities at fair value as of the reporting date, reflecting changes in the underlying valuation assumptions and market conditions. The decrease in the fair value of the warrant liabilities resulted in a gain recognised in the consolidated statement of operations. The fair value gain was non-cash in nature and did not arise from the Company’s operating activities.
Cost of services
The table below sets forth details of our cost of revenue for the period indicated.
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Consultant fee | - | - | % | 251,622 | 6.87 | % | (251,622 | ) | (100.00 | )% | ||||||||||||||
| IT expenses | 55,767 | 53.29 | % | 3,291,321 | 89.85 | % | (3,235,554 | ) | (98.31 | )% | ||||||||||||||
| Other cost of services | 48,874 | 46.71 | % | 120,114 | 3.28 | % | (71,240 | ) | (59.31 | )% | ||||||||||||||
| Total | 104,641 | 100.00 | % | 3,663,057 | 100.00 | % | (3,558,416 | ) | (97.14 | )% | ||||||||||||||
Our cost of services decreased by US$3.6 million, or 97.14% to US$105 thousand for the six months ended June 30, 2026 compared to US$3.7 million for the six months ended June 30, 2025.
Consultant fee costs decreased to Nil for the six months ended June 30, 2026 compared to US$252 thousand for the six months ended June 30, 2025. The consultant fee refers to the our costs incurred from assisting its clients, in engaging all the relevant professionals required during the listing process, including but not limited to legal counsel, auditors, finance consultants, the U.S. Capital markets consultant, which such consultant fee payment shall be included and treated as part of our consultation services for its clients during the initial public offering’s process. This decline was primarily driven by the strategic divestment of our business consultancy subsidiary in year ended December 31, 2025, resulting in the absence of its associated cost of consultant fee in the current period.
IT expenses were US$56 thousand for the six months ended June 30, 2026 compared to US$3.3 million for the six months ended June 30, 2025, representing a decrease of US$3.2 million or 98.31%. The significant decrease was primarily driven by the completion of several large-scale IT projects in previous periods, combined with new projects currently being in initial rollout stages where lower implementation expenses were incurred.
Other cost of services was US$49 thousand for the six months ended June 30, 2026 compared to US$120 thousand for the six months ended June 30, 2025.
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Operating expenses
The table below sets forth details of our operating expenses for the period indicated.
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||
| US$ | US$ | US$ | ||||||||||||||||||||||
| Depreciation of property equipment and right-of-use assets | 336,152 | 1.80 | % | 206,907 | 1.91 | % | 129,245 | 62.47 | % | |||||||||||||||
| Amortization of intangible assets | 371,326 | 1.98 | % | 236,391 | 2.18 | % | 134,935 | 57.08 | % | |||||||||||||||
| Directors’ fees | 3,185,378 | 17.01 | % | 3,501,030 | 32.34 | % | (315,652 | ) | (9.02 | )% | ||||||||||||||
| Employee benefit expenses | 2,889,173 | 15.43 | % | 2,613,698 | 24.15 | % | 275,475 | 10.54 | % | |||||||||||||||
| Provision for allowance for expected credit losses on trade and other receivables | 952,927 | 5.09 | % | 801,769 | 7.41 | % | 151,158 | 18.85 | % | |||||||||||||||
| Provision for allowance for expected credit losses on loan receivables | - | - | % | 27,780 | 0.26 | % | (27,780 | ) | (100.00 | )% | ||||||||||||||
| Rental expenses | 71,877 | 0.38 | % | 47,688 | 0.44 | % | 24,189 | 50.72 | % | |||||||||||||||
| Legal and professional fees | 2,142,434 | 11.44 | % | 1,060,901 | 9.80 | % | 1,081,533 | 101.94 | % | |||||||||||||||
| Finance cost | 1,083,907 | 5.79 | % | 11,872 | 0.11 | % | 1,072,035 | 9,029.94 | % | |||||||||||||||
| Other operating expenses | 7,690,776 | 41.08 | % | 2,316,855 | 21.40 | % | 5,373,921 | 231.95 | % | |||||||||||||||
| Total operating costs | 18,723,950 | 100.00 | % | 10,824,891 | 100.00 | % | 7,899,059 | 72.97 | % | |||||||||||||||
Depreciation
Depreciation was US$336 thousand for the six months ended June 30, 2026, an increase of US$129 thousand compared with US$207 thousand for the six months ended June 30, 2025, primarily due to additional assets acquired, such as renovation for new outlet located at L1-08, KLEC.
Directors’ fees
Directors’ fees decreased from US$3.5 million for the six months ended June 30, 2025 to US$3.2 million for the six months ended June 30 2026, with a decrease of US$316 thousand or approximately 9.02%, primarily due to resignation of independent directors during the period.
Employees’ benefits expenses
For the six months ended June 30, 2026, the employees’ benefits expenses were US$2.9 million, an increase of US$275 thousand compared with US$2.6 million for the six months ended June 30, 2025. This is due to increase in salaries which was mainly derived from share-based compensation awards and annual salary increment.
7
Provision for allowance for expected credit losses on trade and other receivables
An allowance for expected credit losses on trade and other receivables amounting to US$953 thousand for the six months ended June 30, 2026, compared to US$802 thousand for the corresponding period in year 2025. The significant increase was primarily due to higher credit risk exposure arising from customer concentration, as a substantial portion of the Group’s receivables was attributable to a few major customers during the period.
Rental expenses
Rental expenses were US$71.9 thousand for the six months ended June 30, 2026, compared to US$47.7 thousand for the six months ended June 30, 2025, representing an increase of US$24.2 thousand, or 50.72%. The growth in rental costs was mainly attributable to our operational expansion, including the opening of a new outlet at L1-08, KLEC, along with an adjustment in rental fees for Level 8, KLEC and additional cost incurred in connection with the surrender of the tenancy for Level 10, KLEC.
Legal & professional fees
Legal and professional fees were US$2.1 million for the six months ended June 30, 2026, an increase of US$1.1 million when compared with US$1.1 million for the six months ended June 30, 2025. The growth in expenses was mainly driven by advisory and regulatory compliance costs incurred in connection with fund raising activities such as warrant exercise advisory fee, coupled with expanded corporate and operational legal support.
Finance cost
Finance cost increased by 9,029.94%, which is US$1.1 million from US$11.9 thousand for the six months ended June 30, 2025 to US$1.1 million for the six months ended June 30, 2026, primarily attributable to higher interest expense arising from convertible notes issued during for the six months ended June 30, 2026 to fund the Group’s operations and working capital requirements.
Other operating expenses
Other operating expenses included marketing expenses, office expenses, commission and referral fees and other miscellaneous operating expenses. Other operating expenses increased by US$5.4 million, from US$2.3 million for the six months ended June 30, 2025, to US$7.7 million for the six months ended June 30, 2026. The growth was mainly driven by: (i) a US$2.1 million rise in referral fees associated with business origination and securing strategic investment opportunities for the Group. These referral fees were predominantly settled through the issuance of company shares. (ii) Company recognized a fair value loss on convertible note liabilities of US$2.0 million. The loss arose from the remeasurement of the convertible note liabilities at fair value as of the reporting date, reflecting changes in the underlying valuation assumptions and market conditions.
Income tax expense
The income tax expense remained nil for the six months ended June 30, 2026 and 2025. However, there is overprovision for taxation of US$540 thousand due to over provision of tax expenses for year 2025.
The Group did not recognise any provision for income tax expenses as the majority of its profit-making subsidiaries for the six months ended June 30, 2026, have sufficient unutilised tax losses carried forward from previous years to offset their current period taxable profits. In addition, the Group anticipates incurring additional expenses in the second half of the fiscal year ending December 31, 2026, which may result in a decrease in overall profitability for the year.
8
Fair value adjustment on financial assets measured at fair value through other comprehensive income
Outstanding equity investments measured at fair value through other comprehensive income (“FVTOCI”) are remeasured to an updated fair value at each reporting period with changes in fair value recorded to “Financial assets measured at FVTOCI” in the consolidated statement of financial position and to “Fair value adjustment on financial assets measured at FVTOCI” in the consolidated statement of comprehensive income. See “Note 5 – Financial assets measured at FVTOCI” in “Notes to the interim unaudited condensed consolidated financial statements” in exhibit 99.2 of this Current Report on Form 6-K for a description of how the fair value of the equity investments are determined.
Liquidity and Capital Resources
We monitor our liquidity risk and maintain a level of cash and cash equivalents, deemed adequate by management to finance our operations and to mitigate the effects of fluctuations in cash flows. We consider cash from operating activities as the principal source of cash generation for our business. Cash and cash equivalents increased by US$4.2 million to US$5.2 million as of June 30, 2026 compared to U$941 thousand as of December 31, 2025. As of the date of this filing, we believe that our cash and cash equivalents of US$5.2 million as of June 30, 2026 along with other actions the Company is taking are sufficient to fund ongoing operations for at least the next 12 months. We will seek to improve its liquidity position by potentially taking any or all of the following actions: improving collection of the outstanding trade and other receivable balances of US$36.6 million, as of June 30, 2026 and reducing general and administrative expenses.
Cash Flows
The following table sets forth our cash flows for the periods indicated:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Summary Consolidated Cash Flow Data | US$ | US$ | ||||||
| Net cash (used in)/generated from operating activities | (17,452,843 | ) | 968,874 | |||||
| Net cash generated from/(used in) investing activities | 4,865,218 | (45,509,925 | ) | |||||
| Net cash generated from financing activities | 16,655,117 | 41,255,461 | ||||||
| Net increase/(decrease) in cash and cash equivalents | 4,067,492 | (3,285,590 | ) | |||||
| Effect of foreign exchange | 176,793 | (2,526,311 | ) | |||||
| Cash and cash equivalents at the beginning of period | 940,963 | 8,100,899 | ||||||
| Cash and cash equivalents at the end of period | 5,185,248 | 2,288,998 | ||||||
Operating activities
Net cash used in operating activities consists primarily of net income adjusted for non-cash items, changes in working capital and income tax expense. The timing between the conversion of our trade receivables into cash from our customers and distributions to our employees and vendors are the primary drivers of changes to our working capital.
Net cash used in operating activities for the six months ended June 30, 2026 was US$17.5 million, compared to US$969 thousand generated from operating activities for the six months ended June 30, 2025. The net cash used consists of our loss before tax of US$9.0 million, as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash items primarily included referral fees paid in shares of US$2.5 million, director fee paid in shares of US$1.8 million, interest expense of US$1.1 million, share-based compensation awards of US$711 thousand and amortization of intangible assets of US$371 thousand, and changes on fair value of convertible note liabilities and warrant liabilities in total of US$2.0 million. The principal items accounting for the changes in operating assets and liabilities were (i) US$7.2 million of increase in deposits and prepayments and (ii) US$7.5 million of decrease in trade and other payables, partially offset by (iii) US$1.2 million of decrease in other receivables.
9
Investing activities
Net cash generated from investing activities was US$4.9 million for the six months ended June 30, 2026, compared to US$45.6 million used in investing activities for the six months ended June 30, 2025. The decrease was mainly because the Company enter the acquisition of investments in QuantGold Data Group Limited and Reveillon Group Limited in year 2025, whereby there were no additional acquisition of investments in 2026. Cash generated from investing activities for the six months ended June 30, 2026 was mainly due to proceeds from partial disposal of investment of US$5.2 million and partially offset by proceeds from the acquisition of property and equipment of US$336 thousand.
Financing activities
Net cash generated from financing activities was US$16.7 million for the six months ended June 30, 2026, compared to US$41.3 million generated from financing activities for the six months ended June 30, 2025. Cash generated from financing activities for the six months ended June 30, 2026 was primarily related to US$21.0 million in proceeds from issuance of share capital, partially offset by repayment of advances from related parties of US$3.1 million, payment of deferred initial public offering expense of US$750 thousand, and lease payments and interest paid of US$242 thousand.
Capital Expenditures
We have no material capital expenditures planned for the next 12 months.
Contractual Obligations
See “Contractual Obligations” under “Liquidity and Capital Resources” in the Company’s 2025 Form 20-F.
Off Balance Sheet Arrangements
None.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The management of the Group monitors and manages the financial risks relating to the operations of the Group to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
Market risk management
The Group activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.
There has been no significant change to the Group’s exposure to market risk or the manner in which it manages and measures the risk.
10
Foreign currency risk management
The Group also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.
The currency exposure of financial assets and financial liabilities denominated in significant currency other than the Group’s functional currencies are as follows:
| Assets | Liabilities | |||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Singapore Dollar | 8,052 | 90,615 | - | - | ||||||||||||
| Malaysia Ringgit | 23,169,628 | 24,079,176 | 2,217,552 | 4,501,621 | ||||||||||||
Foreign currency sensitivity
The following table details the sensitivity to a 5% increase and decrease in the related foreign currency against the functional currency (“US$”) with all the other variables held constant. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates.
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Singapore Dollar | 403 | 4,531 | ||||||
| Malaysia Ringgit | 1,047,604 | 978,878 | ||||||
Interest rate risk management
The Group is exposed to interest rate risk as the Group has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes to the financial statements. The Group currently does not have an interest rate hedging policy.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, no material impact to the Company’s profit or loss.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. At the end of each reporting period, the Group maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the Statements of Financial Position.
11
In order to minimize credit risk, the Group has delegated its finance team to develop and maintain the Group’s credit risk grading to categorize exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Group’s own historical repayment records to rate its major customers and debtors. The Group’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
The Group’s current credit risk grading framework comprises the following categories:
| Category | Description | Basis for recognizing ECL | ||
| Performing | The counterparty has a low risk of default and does not have any past-due amounts | 12-month ECL | ||
| Doubtful | There has been a significant increase in credit risk since initial recognition | Lifetime ECL- not credit-impaired | ||
| In default | There is evidence indicating the asset is credit impaired | Lifetime ECL - credit impaired | ||
| Write-off | There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery | Amount is written off |
For trade and other receivables, the Group has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Group determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).
As at the end of the reporting period, the allowance for ECL is disclosed in Note 10 and 11 to the financial statements.
Liquidity risk management
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.
In assessing our liquidity, we monitor and analyse our cash and cash equivalents and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and related parties.
Based on the above considerations, management is of the opinion that the Group has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months from end of the reporting period. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine the Group’s plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.
The Group maintains sufficient cash and cash equivalents, and internally generated cash flows to finance their activities.
Fair value of financial assets and financial liabilities
The management considers that the carrying amounts of the Group’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
12
Exhibit 99.2
VCI Global Limited and Subsidiaries
BVI Registration Number: 2035574
Interim Unaudited Condensed Consolidated Financial Statements
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of financial position
| Note | As of June 30, 2026 (Unaudited) |
December 31, 2025 (Audited) |
||||||||||
| US$ | US$ | |||||||||||
| ASSETS | ||||||||||||
| Non-current assets | ||||||||||||
| Financial assets, at fair value through other comprehensive income | 5 | |||||||||||
| Investment in associates | ||||||||||||
| Property and equipment | 6 | |||||||||||
| Right-of-use assets | 7 | |||||||||||
| Intangible assets | 8 | |||||||||||
| Amount due from related parties | 30 | |||||||||||
| Deferred initial public expenses | ||||||||||||
| Total non-current assets | ||||||||||||
| Current assets | ||||||||||||
| Trade and other receivables | 10 | |||||||||||
| Inventories | 11 | |||||||||||
| Cash and bank balances | 12 | |||||||||||
| Total current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 13 | |||||||||||
| Lease liabilities | 14 | |||||||||||
| Contract liabilities | ||||||||||||
| Warrant liabilities | 16 | |||||||||||
| Convertible note liabilities | 17 | |||||||||||
| Income tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | 14 | |||||||||||
| Amount due to related parties | 30 | |||||||||||
| Deferred tax liabilities | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Capital and reserves | ||||||||||||
| Share capital | 18 | |||||||||||
| Capital reserve | 19 | |||||||||||
| Fair value reserve | 20 | ( | ) | ( | ) | |||||||
| Translation reserve | 21 | ( | ) | ( | ) | |||||||
| Retained earnings | ( | ) | ( | ) | ||||||||
| Attributable to equity owners of the Company | ||||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||
| Total liabilities and equity | ||||||||||||
The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.
F-1
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of comprehensive income
| Note | Six months ended June 30, 2026 |
Six months ended June 30, 2025 |
||||||||||
| US$ | US$ | |||||||||||
| Revenue | ||||||||||||
| Revenue - related party | ||||||||||||
| Total revenue | 22 | |||||||||||
| Other income | 23 | |||||||||||
| Cost of services | 24 | ( | ) | ( | ) | |||||||
| Depreciation of property and equipment and right-of-use assets | 6 & 7 | ( | ) | ( | ) | |||||||
| Amortization of intangible assets | 8 | ( | ) | ( | ) | |||||||
| Directors’ fees | 25 | ( | ) | ( | ) | |||||||
| Employee benefit expense | 25 | ( | ) | ( | ) | |||||||
| Provision for allowance for expected credit losses on trade and other receivables | 10 | ( | ) | ( | ) | |||||||
| Provision for allowance for expected credit losses on loan receivables | ( | ) | ||||||||||
| Rental expenses | 29 | ( | ) | ( | ) | |||||||
| Legal and professional fees | ( | ) | ( | ) | ||||||||
| Finance cost | 26 | ( | ) | ( | ) | |||||||
| Other operating expenses | 27 | ( | ) | ( | ) | |||||||
| Profit/(loss) before income tax | ( | ) | ||||||||||
| Income tax benefit | 28 | |||||||||||
| Profit/(loss) for the year | ( | ) | ||||||||||
| Other comprehensive income/(loss): | ||||||||||||
| Currency translation arising from consolidation | ( | ) | ||||||||||
| Fair value adjustment on financial assets measured at fair value through other comprehensive income | ( | ) | ||||||||||
| Transfer upon disposal of equity instruments | ( | ) | ||||||||||
| Other comprehensive income/(loss) | ( | ) | ||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||
| (Loss)/Profit attributable to: | ||||||||||||
| Equity owners of the Company | ( | ) | ||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ||||||||||
| Total comprehensive loss attributable to: | ||||||||||||
| Equity owners of the Company | ( | ) | ( | ) | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ( | ) | ||||||||
| EARNINGS PER SHARE – BASIC AND DILUTED | ( | ) | ||||||||||
The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.
EARNINGS PER SHARE
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Weighted average number of ordinary shares used in computing earnings – basic and diluted* | ||||||||
| * |
F-2
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of changes in equity
| Attributable to equity owners of the Company | ||||||||||||||||||||||||||||||||||
| Note | Share capital |
Capital reserve |
Fair value reserve |
Translation reserve | (Accumulated losses)/Retained earnings | Total | Non-controlling interests |
Total equity |
||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Profit for the year | ( | ) | ||||||||||||||||||||||||||||||||
| Fair value gain on financial assets, at fair value through other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transfer upon disposal of equity investments, fair value through other comprehensive income | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive income for the year | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of share capital | ||||||||||||||||||||||||||||||||||
| Currency realignment | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Fair value gain on financial assets, at fair value through other comprehensive income | ( | ) | ||||||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | ||||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of share capital | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
The accompanying notes form an integral part of the interim condensed consolidated financial statements.
F-3
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
Interim unaudited condensed consolidated statements of cash flows
| Notes | Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||||||
| US$ | US$ | |||||||||
| Operating activities | ||||||||||
| Profit before income tax | ( | ) | ||||||||
| Adjustments for: | ||||||||||
| Provision for allowance for expected credit losses on trade receivables | ||||||||||
| Provision for allowance for expected credit losses on loan receivables | ||||||||||
| Non-cash revenue | ( | ) | ||||||||
| Reversal on impairment allowance of other receivables | ( | ) | ( | ) | ||||||
| Reversal on impairment allowance of related parties | ( | ) | ||||||||
| Loss on disposal of property and equipment | ||||||||||
| Property and equipment written off | ||||||||||
| Depreciation of property and equipment | ||||||||||
| Depreciation of right-of-use assets | ||||||||||
| Amortisation of intangible assets | ||||||||||
| Share based payment | ||||||||||
| Share option expenses | ||||||||||
| Director fee paid in shares | ||||||||||
| Professional fees | ||||||||||
| Referral fees paid in shares | ||||||||||
| Loss on disposal of financial assets, at fair value through profit and loss | ( | ) | ||||||||
| Gain on disposal of right-of-use asset | ( | ) | ||||||||
| Gain on disposal of subsidiary | ( | ) | ||||||||
| Gain on disposal of investment | ( | ) | ||||||||
| Issuance of warrant liabilities | ||||||||||
| Changes on fair value of warrant liabilities | ( | ) | ||||||||
| Changes on fair value of convertible note liabilities | ||||||||||
| Interest expense | ||||||||||
| Interest income | ( | ) | ( | ) | ||||||
| Operating cash flows before movements in working capital | ( | ) | ||||||||
| Trade receivables | ( | ) | ( | ) | ||||||
| Other receivables | ||||||||||
| Inventories | ||||||||||
| Deposits and prepayment | ( | ) | ( | ) | ||||||
| Loan receivables | ( | ) | ||||||||
| Trade and other payables | ( | ) | ||||||||
| Contract liabilities | ||||||||||
| Cash (used in)/generated from operations | ( | ) | ||||||||
| Income tax paid | ( | ) | ( | ) | ||||||
| Net cash (used in) / generated from operating activities | ( | ) | ||||||||
| Investing activities | ||||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||||
| Acquisition of intangible assets | ( | ) | ||||||||
| Interest received | ||||||||||
| Acquisition of financial assets, at fair value through other comprehensive income | ( | ) | ||||||||
| Proceeds from disposal of financial assets, at fair value through other comprehensive income | ||||||||||
| Proceeds from disposal of property and equipment | ||||||||||
| Proceeds from disposal of investment | ||||||||||
| Net cash generated from / (used in) investing activities | ( | ) | ||||||||
| Financing activities | ||||||||||
| Proceeds from issuance of ordinary shares | ||||||||||
| Payment for deferred initial public expense | ( | ) | ||||||||
| Interest paid | ( | ) | ( | ) | ||||||
| Repayment of bank borrowings | ( | ) | ||||||||
| Advance to/from related parties | ( | ) | ||||||||
| Repayment of operating lease | ( | ) | ( | ) | ||||||
| Net cash generated from financing activities | ||||||||||
| Net (decrease) / increase in cash and cash equivalents | ( | ) | ||||||||
| Foreign exchange effect | ( | ) | ||||||||
| Cash and bank balances at beginning of year | ||||||||||
| Cash and bank balances at end of year | ||||||||||
The accompanying notes form an integral part of the unaudited interim condensed consolidated financial statements.
F-4
VCI Global Limited and Subsidiaries
Interim unaudited condensed consolidated financial statements
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Organization and reorganization
VCI Global Limited was incorporated in the British Virgin Islands on
The Group structure which represents the operating subsidiaries and dormant companies as follow:
F-5
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The Company and its subsidiaries are in the table as follows:
| Percentage of effective ownership | ||||||||||||
| Name | Date of incorporation | December 31, 2024 | December 31, 2025 | June 30, 2026 | Place of incorporation | Principal activities | ||||||
| % | % | % | ||||||||||
| VCI Global Limited | ||||||||||||
| V Capital Kronos Berhad | ||||||||||||
| AB Management and Consultancy Services Sdn Bhd | ||||||||||||
| Elmu Education Group Sdn Bhd | ||||||||||||
| Elmu Higher Education Sdn Bhd | ||||||||||||
| V Capital Real Estate Sdn Bhd | ||||||||||||
| VCI Energy Sdn Bhd | ||||||||||||
| V Galactech Sdn Bhd | ||||||||||||
| V Capital Real Estate Limited | ||||||||||||
| V Gallant Limited (formerly known as VC AI Limited) | ||||||||||||
| VC AI Sdn Bhd | ||||||||||||
| V Gallant Sdn Bhd | ||||||||||||
| RoboDAX Limited (formerly known as Smart Bridge Technologies Limited) | ||||||||||||
| Smart Bridge Technologies Sdn Bhd | ||||||||||||
| VCI Global (Singapore) Pte. Ltd. | ||||||||||||
| AiSecure Limited | ||||||||||||
| VCI Energy Limited | ||||||||||||
| VCI (HK) Limited | ||||||||||||
| VCI Robotics Limited | ||||||||||||
F-6
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Principal activities
The Company is a holding company. The principal activities of the Company and its subsidiaries (collectively referred to as the “Company” or “the Group”) are the provision of business strategy consultancy and technology development solution consultancy.
| 2 | MATERIAL ACCOUNTING POLICIES |
BASIS OF PREPARATION
These financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
In the current financial year, the Company has adopted the new or amended IFRS that are mandatory for application for the financial year. Changes to the Company’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS.
The adoption of these new or amended IFRS did not result in substantial changes to the Company’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
Standards issued but not yet effective
At the date of authorization of these financial statements, a number of new/revised standards that are relevant to the Company were issued but not yet effective. Consequential amendments were also made to various standards as a result of these new/revised standards.
The Company does not intend to early adopt any of the new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the revised/new standards will not have a material impact on the financial statements of the Company in the period of their initial adoption.
FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis.
F-7
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; |
| ● | Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and |
| ● | Level 3 inputs are unobservable inputs for the asset or liability. |
BASIS OF CONSOLIDATION
(a) Consolidation
Subsidiary corporations are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
In preparing the unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiary corporations have been changed where necessary to ensure consistency with the policies adopted by the Company.
Non-controlling interests comprise the portion of a subsidiary corporation’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the unaudited interim condensed consolidated statements of comprehensive income, statements of changes in equity, and statements of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the unaudited interim condensed consolidated financial statements of the Company are a continuation of the acquired entities and is accounted for as follows:
| (i) | The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements; |
F-8
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (ii) | The Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and |
| (iii) | No new goodwill is recognized as a result of internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve or deficit. |
(b) Acquisitions
The acquisition method of accounting is used to account for business combinations entered into by the Company.
The consideration transferred for the acquisition of a subsidiary corporation or business comprises the fair value of the assets transferred, the liabilities incurred, and the equity interests issued by the Company. The consideration transfer also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Company recognizes any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
The excess of (a) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (b) fair value of the identifiable net assets acquired is recorded as goodwill.
(c) Disposals
When a change in the Company’s ownership interest in a subsidiary corporation result in a loss of control over the subsidiary corporation, the assets and liabilities of the subsidiary corporation including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost, and its fair value is recognized in profit or loss.
(d) Transactions with non-controlling interests
Changes in the Company’s ownership interest in a subsidiary corporation that do not result in a loss of control over the subsidiary corporation are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
F-9
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
CHANGE IN PRESENTATION CURRENCY
Effective January 1, 2025, the Group changed its presentation currency from Ringgit Malaysia (“RM”) to United States Dollar (“US$”), which is also the Group’s functional currency.
Management believes that presenting the Group's interim unaudited condensed consolidated financial statements in U.S. dollars ("US$") provides more relevant information to existing and prospective investors and other users of the financial statements. This change is principally driven by the Group's status as a publicly traded company listed on the Nasdaq Stock Market, where US$ is the predominant currency used by investors and market participants. Accordingly, presenting the consolidated financial statements in US$ enhances comparability with peer companies and improves the usefulness of the financial information to users.
In addition, during 2025, the Malaysian Ringgit experienced significant fluctuations against the US$. Presenting the interim unaudited condensed consolidated financial statements in US$ reduces the effects of foreign currency translation on the presentation of the Group's financial position and results of operations, thereby providing users with financial information that more faithfully reflects the Group's underlying economic performance.
Furthermore, a substantial portion of the Group's revenue is generated from business strategy consultancy and technology consultancy contracts denominated in US$. The Group's cost structure has also increasingly shifted toward US$-denominated expenditures, particularly employee compensation and other operating costs. As of and for the year ended June 30, 2025, these factors have resulted in a significant increase in the Group's exposure to US$-denominated transactions. Accordingly, management considers US$ to be the most appropriate presentation currency for the Group's interim unaudited condensed consolidated financial statements.
Accordingly, the accompanying interim unaudited condensed consolidated financial statements for the fiscal year ended June 30, 2026 are presented in US$. Comparative financial information for the fiscal year ended June 30, 2025 has been translated from RM into US$ in accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates. The comparative amounts have been translated using the applicable exchange rates required under IAS 21 and are presented as if US$ had always been the Group’s presentation currency.
FINANCIAL ASSETS
(a) Classification and measurement
The Company classifies its financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.
The classification depends on the Company’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
Financial assets at fair value through other comprehensive income (“FVTOCI”) are equity securities which are not held for trading but more for strategic investments or debt securities where contractual cash flows are solely principal and interest and the objective of the Company’s business model is achieved both by collecting contractual cash flow and selling financial assets.
F-10
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
On initial recognition, the Company may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.
Investments in equity instruments as at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income (“OCI”) and accumulated in the retained earnings. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, and will be transferred to retained earnings.
The Company reclassifies debt instruments when and only when its business model for managing those assets changes.
At subsequent measurement - Debt instrument
Debt instruments mainly comprise of cash and cash equivalents and other receivables (excluding prepayments).
Debt instruments that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt instrument that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in interest income using the effective interest rate method.
(b) Recognition and derecognition
Regular way purchases and sales of financial assets are recognized on trade date – the date on which the Company commits to purchase or sell the asset.
Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognized in profit or loss.
FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Except for derivative financial instruments which are stated at fair value through profit or loss, all other financial liabilities are subsequently measured at amortised cost using the effective interest method.
F-11
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Offsetting financial instruments
Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
WARRANT LIABILITIES
Warrant liabilities are initially recognised at fair value on the date of issuance and subsequently carried at its fair value. Changes in fair value are recognised in the profit or loss. When the Company issues equity instruments to extinguish all or part of the liability, a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of financial liability and the fair value of the equity instruments issued.
IMPAIRMENT OF FINANCIAL ASSETS
The Company recognises provision for allowance for expected credit losses (“ECL”) for all debt instruments not held at FVPL. ECL are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a “12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognised for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a “lifetime ECL”).
For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.
The Company consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
F-12
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
PROPERTY AND EQUIPMENT
(a) Measurement
(i) Property and equipment
Property and equipment are initially recognized at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.
(ii) Components of costs
The cost of an item of property and equipment initially recognized includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
(b) Depreciation
Depreciation on other items of property and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as followed;
| Office renovation | - | ||
| Office equipment | - | ||
| Furniture and fittings | - | ||
| Computer and software | - | ||
| Right of use asset - premise | - |
Work-in-progress is not depreciated as these assets are not yet in use as at the end of the financial year.
The residual values estimated useful lives and depreciation method of property and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognized in profit or loss when the changes arise.
(c) Subsequent expenditure
Subsequent expenditure relating to property and equipment that has already been recognized is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognized in profit or loss when incurred.
(d) Disposal
On disposal of an item of property and equipment, the difference between the disposal proceeds and its carrying amount is recognized in profit or loss.
F-13
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
INTANGIBLE ASSETS
Software development costs are recognised in profit or loss as incurred.
An intangible asset arising from development is recognised when the following criteria are met:
| ● | it is technically feasible to complete the intangible asset so that it will be available for use or sale; |
| ● | management intends to complete the intangible asset and use or sell it; |
| ● | there is an ability to use or sell the asset; |
| ● | it can be demonstrated how the intangible asset will generate future economic benefits; |
| ● | adequate resources to complete the development and to use or sell the intangible asset are available; and |
| ● | the expenditures attributable to the intangible asset during its development can be reliably measured. |
Other development costs that do not meet these criteria are recognised in profit or loss as incurred. Development costs previously recognised as an expense are not recognised as an intangible asset in a subsequent period.
Capitalised development costs are measured at cost less accumulated amortisation and accumulated impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Impairment of Non-Financial Assets.
Software development costs are amortised on straight-line basis based on the estimated useful lives of
The useful lives and amortisation methods are reviewed at the end of each reporting period.
TRADE AND LOAN RECEIVABLES
A receivable is recognised when the Company has an unconditional right to receive consideration. A right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognised before the Company has an unconditional right to receive consideration, the amount is presented as a contract asset. Trade and loan receivables that do not contain a significant financing component are initially measured at their transaction price. Trade and loan receivables that contain a significant financing component and other receivables are initially measured at fair value plus transaction costs. All receivables are subsequently stated at amortised cost, using the effective interest method and including provision for expected credit losses.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Property and equipment, right-of-use assets and intangible assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash inflows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the Cash Generating units (“CGU”) to which the asset belongs.
F-14
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognized as an impairment loss in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.
A reversal of impairment loss for an asset other than goodwill is recognized in profit or loss.
REVENUE RECOGNITION
Revenue is recognised to depict the transfer of promised services to clients at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those services. Specifically, the Company uses a five-step approach to recognise revenue:
| ● | Step 1: Identify the contract(s) with a client |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation |
The Company recognises revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the services underlying the particular performance obligations is transferred to clients.
A performance obligation represents a service (or a bundle of services) that is distinct or a series of distinct services that are substantially the same.
Control is transferred overtime and revenue is recognised overtime by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
| ● | the client simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; |
| ● | the Company’s performance creates or enhances an asset that the client controls as the asset is created or enhanced; or |
| ● | the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. |
F-15
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Otherwise, revenue is recognised at a point in time when the customer obtains control of the distinct service.
a) Business Strategy Consultancy
Business strategy consultancy services primarily included listing advisory for IPO services, and non-IPO services such as advisory, investors relations and boardroom strategies consultancy. The revenues generated from business strategy consultancy services are generally based on the fixed fee billing arrangements that require the clients to pay a pre-established fee in exchange for a predetermined set of professional services. The clients agree to pay a fixed fee periodically over the contract terms as specified in the service agreements.
Our contracts for listing advisory for IPO services are typically within
When the Company is acting as a principal, the Company accounts for the revenue generated from IPO services on a gross basis as the Company is primarily responsible for fulfilling the promise to provide the specified services to customer, which the Company has control over the services rendered and also obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to credit risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with IFRS 15. The Company determined that it is primarily responsible for fulfilling the promised service as the Company has contractual obligation to engage various professional parties involved in the IPO, as well as settlement of professional fees to these professional parties.
For non-IPO services such as advisory and solutions, investors relations and boardroom strategies consultancy, revenue is recognized at a point in time when services has been rendered and accepted by customers, and there is no unfulfilled obligation from the Company.
No element of financing is deemed present as typical payment term is
b) Technology development
Technology development, solutions and consultancy primarily included digital development, fintech solution and software solutions.
Technology development
The contract is typically fixed priced and does not provide any post contract client support or upgrades. The Company designs system is based on clients’ specific needs which require the Company to perform services including design/redesign, development, and integration. These services also require significant customization. Upon delivery of the services, client acceptance is generally required. The Company assesses that software development services are considered as a performance obligation. The duration of the development period is usually six months to two years.
F-16
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The Company’s system development service revenues are generated primarily from contracts with clients across sectors. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of the contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, the Company has enforceable right on payments for the work performed.
The Company’s revenue from technology development contracts is generally recognized over time. The Company uses an input method based on cost incurred as the Company believes that this method most accurately reflects the Company’s progress toward satisfaction of the performance obligation, which usually takes six months to two years. Under this method, the Company could appropriately measure the fulfilment of a performance obligation. Assumptions, risks, and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables, and deferred revenues at each reporting period.
Solutions and consultancy
Revenue from solutions and consulting services is primarily comprised of fixed-fee contracts, which require the Company to provide professional solutions and consulting services over contract terms beginning on the commencement date of each contract, which is the date its service is made available to clients. Billings to the clients are generally on a monthly or quarterly basis over the contract term, which is typically
c) Interest income
Interest income received from loans arrangements to other entities and individuals. Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cashflow discounted at original effective interest rate of the instrument, and thereafter amortising the discount as interest income.
CASH AND CASH EQUIVALENTS
For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents include cash on hand, deposits with banks and financial institutions and fixed deposits which are subject to an insignificant risk of change in value.
INCOME TAX
Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
F-17
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Deferred income tax is recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
A deferred income tax liability is recognized on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized.
Deferred income tax is measured:
| (i) | at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and |
| (ii) | based on the tax consequence that will follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered entirely through sale. |
Current and deferred income taxes are recognized as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognized directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.
The Company accounts for investment tax credits (for example, productivity and innovation credit) similar to accounting for other tax credits where a deferred tax asset is recognized for unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax credits can be utilized.
FOREIGN CURRENCY TRANSACTIONS
(a) Functional and presentation currency
Items included in the financial statements of each entity in the Company are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in US Dollar (“US$”), which is the functional currency of the Company and the presentation currency of the Company.
The value of foreign currencies including, the Ringgit Malaysia (“RM”), may fluctuate against the US$. Any significant variations of the aforementioned currencies relative to the US$ may materially affect the Company’s financial condition in terms of reporting in US$.
| June 30, | ||||
| 2025 | ||||
| RM to US$ at the end of the period | ||||
| RM to US$ average rate | ||||
| December 31, | June 30, | |||||||
| 2025 | 2026 | |||||||
| US$ to RM at the end of the period | ||||||||
| US$ to RM average rate | ||||||||
F-18
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
(b) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and net investment in foreign operations, are recognized in other comprehensive income and accumulated in the currency translation reserve.
When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.
Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
(c) Translation of Company entities’ financial statements
The results and financial position of all the entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| (i) | assets and liabilities are translated at the closing exchange rates at the reporting date; |
| (ii) | income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and |
| (iii) | all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation. |
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.
EARNINGS PER SHARE
The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.
SEGMENT REPORTING
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Company’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Company’s various lines of business and geographical locations.
F-19
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.
| 3 | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the Company’s accounting policies, which are described in Note 2 to the interim unaudited condensed consolidated financial statements, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods.
Critical judgements in applying the Company’s accounting policies
There are no critical judgements, apart from those involving estimation (see below) that the management has made in the process of applying the Company’s accounting policy and that has the most significant effect on the amounts recognised in the interim unaudited condensed consolidated financial statements.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below:
Fair value measurement of unquoted shares (Note 4 and 5)
In determining the fair value of the unquoted shares, the Company relies on the net asset values of the investee companies or independent valuation report.
The availability of observable inputs can vary from investment to investment. For certain investments classified under Level 3 of the fair value hierarchy, the valuation could be based on models or inputs that are less observable or unobservable in the market and the determination of the fair values require significant judgement. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to occurrence of future events which could not be reasonably determined as at the balance sheet date.
Provision for allowance for ECL for trade receivables, other receivables and loan receivables
The Company uses a provision matrix to calculate ECLs for trade receivables, other receivables and loan receivables. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Company’s historical observed default rates. The Company will calibrate the matrix to adjust historical credit loss experience with forward- looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.
F-20
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
Depreciation of plant and equipment
The Company depreciates plant and equipment over their estimated useful lives after taking into account their estimated residual values. The estimated useful life reflects management’s estimate of the period that the Company intends to derive future economic benefits from the use of the Company’s plant and equipment. Changes in the expected level of usage and technological developments could affect the economics, useful lives and the residual values of these assets which could then consequentially impact future depreciation charges.
Fair value of warrant liabilities
The Company accounts the warrants as financial liabilities in accordance with IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement, where the terms of the instruments do not meet the criteria for classification as equity under IAS 32 Financial Instruments: Presentation. The warrants are not considered equity instruments because they are cash-settled and include features such as anti-dilution provisions, which prevent them from being considered as “fixed-for-fixed” equity instruments.
Fair value of warrant liabilities are determined using Black Scholes option pricing model as valuation technique, which is suitable for instruments with complex features, including anti-dilution adjustments. Key valuation inputs include the Company’s share price, expected volatility, time to expiry, risk-free interest rate, and dividend yield, if applicable.
| 4 | DISPOSAL OF SUBSIDIARIES |
On May 11, 2026, the Company disposed of V Gallant (Singapore) Pte Ltd (VGSG)’s equity interest, a wholly owned subsidiary principally engaged in trading of high-performance servers and information technology hardware, to Mr Hoo Voon Him for a total consideration of SGD
The assets and liabilities of VGSG at the date of disposal were as follows:
| June 30, 2026 | ||||
| US$ | ||||
| Amount due from related parties | ||||
| Trade and other payables | ||||
| Net identifiable assets disposed of | ||||
F-21
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The gain on disposal is calculated as below:
| June 30, 2026 | ||||
| US$ | ||||
| Consideration | ||||
| Less: Net assets disposed | ( | ) | ||
| Add: Foreign currency translation reserve recycled | ( | ) | ||
The gain on disposal has been recognised in other income in the consolidated statement of profit or loss and other comprehensive income.
| 5 | FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of year | ||||||||
| Addition | ||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ||||||
| Disposals | ( | ) | ||||||
| Fair value adjustment | ( | ) | ||||||
| At end of year | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Unquoted securities | ||||||||
| - Reveillon Group Limited (1) | ||||||||
Unquoted securities
| (1) | In December 2024, the Company acquired approximately |
On March 3, 2025, the Company acquired an additional
The investment has been classified as an investment instead of equity accounting for an associate, as the Company does not have any significant influence, representation on the board of directors, or voting rights over key strategic or operational decisions of Reveillon Group.
The progressive acquisitions were undertaken as part of the Company’s strategy to increase its exposure to Reveillon Group, given management’s confidence in its long-term growth potential. Management believes that the investment is well-positioned to deliver attractive returns, particularly in anticipation of Reveillon Group’s potential listing on the Nasdaq market. |
F-22
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 6 | PROPERTY AND EQUIPMENT |
| Office equipment | Furniture and fittings | Office renovation | Computer & software | Machinery | Work- in-progress | Total | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Currency realignment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| At June 30, 2026 | ||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Currency realignment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| At June 30, 2026 | ||||||||||||||||||||||||||||
| Carrying amount: | ||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||
| At June 30,2026 | ||||||||||||||||||||||||||||
F-23
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 7 | RIGHT-OF-USE ASSETS |
| Office premises | Motor vehicles | Total | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Cost | ||||||||||||
| At January 1, 2025 | ||||||||||||
| Additions | ||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ||||||
| Currency alignment | ||||||||||||
| At December 31, 2025 | ||||||||||||
| Additions | ||||||||||||
| Disposal | ( | ) | ( | ) | ||||||||
| Currency alignment | ( | ) | ( | ) | ||||||||
| At June 30, 2026 | ||||||||||||
| Accumulated depreciation | ||||||||||||
| At January 1, 2025 | ||||||||||||
| Charges | ||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ||||||
| Currency alignment | ||||||||||||
| At December 31, 2025 | ||||||||||||
| Additions | ||||||||||||
| Disposal | ( | ) | ( | ) | ||||||||
| Currency alignment | ( | ) | ( | ) | ||||||||
| At June 30, 2026 | ||||||||||||
| Carrying amount: | ||||||||||||
| At December 31, 2025 | ||||||||||||
| At June 30, 2026 | ||||||||||||
F-24
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 8 | INTANGIBLE ASSETS |
| Socializer Messenger Platform Software | AI-Powered Travel Platform Software | Credit service Management System | Finance Management System | Robotic Arms | Restaurant Online Ordering Management System | Digital assets | Other Software Package | Total | ||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||||||
| Cost | ||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Written off | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Written off | ||||||||||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At June 30, 2026 | ||||||||||||||||||||||||||||||||||||
| Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||
| At January 1, 2025 | ||||||||||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||||||||||
| Disposal | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Disposal of controlling in subsidiaries | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impairment loss | ||||||||||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||||||||||
| Impairment loss | ||||||||||||||||||||||||||||||||||||
| Currency realignment | ||||||||||||||||||||||||||||||||||||
| At June 30, 2026 | ||||||||||||||||||||||||||||||||||||
| Carrying amount: | ||||||||||||||||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| At June 30, 2026 | ||||||||||||||||||||||||||||||||||||
F-25
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The Socializer Messenger Platform Software is an externally acquired solution from a third-party vendor. It is a highly secure messaging platform designed to safeguard users’ privacy and data from unauthorized access, surveillance, and cyberattacks. The platform employs end-to-end encryption, ensuring that only the sender and the intended recipient can access the messages. This software is initially recognized at cost and amortized on a straight-line basis over the useful life of
The AI-Powered Travel Platform Software is an externally acquired solution from a third-party vendor. It utilizes artificial intelligence to personalize and optimize travel planning by suggesting destinations, planning itineraries, securing the best deals on flights and hotels, and providing real-time updates based on users’ preferences, behaviors, and travel histories. The software is in the final stage of development as of December 31, 2024 and expected to be completed in July 2025. The software is completed in year 2025. However, the intangible asset was derecognized following the disposal of the subsidiaries that owned the software. Accordingly, the carrying amount of the asset was removed from the Group’s consolidated statement of financial position upon completion of disposal.
The Credit Service Management Software includes both externally purchased software and internally developed enhancements and modifications. It supports the Company’s loan operation activities by automating and streamlining processes such as capturing and processing loan applications, conducting credit assessments, managing approval workflows, assessing and mitigating credit risks, tracking repayments, calculating interest, managing overdue loans, issuing payment reminders, and generating reports for internal and regulatory purposes. The development and testing phases were completed in September 2025, upon which the software became available for its intended use and commenced operations. In fiscal year December 31, 2025, the Company disposed of the subsidiary engaged in financing activities that previously utilized the software. However, ownership of the software was retained by the Company and was not included in the disposal. Following the disposal, the Company intends to lease or license the software to third parties, including the disposed subsidiary, for the provision of credit service management solutions.
Finance Management System is an externally acquired solution from a third-party vendor that assists users in managing investment funds, including portfolio tracking, asset allocation, risk assessment, performance analysis, and compliance. It enables fund managers to make informed decisions and ensures transparency for investors. The software was completed in September 2025. This software is initially recognized at cost and amortized on a straight-line basis over the useful life of
Restaurant Online Ordering Management System is a software platform designed to facilitate and manage online food ordering operations for restaurants and food service providers. The system enables customers to browse menus, place orders, make online payments, and track order status through web-based or mobile applications. The software was completed during the year. This software is initially recognized at cost and amortized on a straight-line basis over the useful life of
Digital assets is the cryptocurrency called OOBT token. This token appears to be the native utility token of the Oobit ecosystem, a crypto payment platform that enables users to spend digital assets at merchants that accept traditional payment networks. The token is used for payments, rewards, fee reductions, staking, and ecosystem participation. The tokens are traded on both centralized exchanges (“CEXs”) and decentralized exchanges (“DEXs”). On November 12, 2025, the token was first listed on a major centralized exchange at a quoted market price of approximately US$
F-26
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Other Software Packages comprise the Robosale SaaS Platform software, Make-A-Wish app, and XVI websites, all of which were developed internally. In fiscal year December 31, 2025, management performed a review of these intangible assets and determined that they were no longer capable of generating sufficient future economic benefits for the Company. The assets were either no longer actively utilized, commercially viable, or expected to contribute to the Company’s future operations and cash flows. As a result, management concluded that the recoverable amounts of these intangible assets were negligible. Accordingly, the Company recognized a full impairment loss on these intangible assets during the year, reducing their carrying amounts to .
| 10 | TRADE AND OTHER RECEIVABLES |
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Trade receivables | ||||||||
| - Third parties | ||||||||
| - Related parties | ||||||||
| Less: Provision for allowance for expected credit losses - trade receivables | ( | ) | ( | ) | ||||
| Other receivables | ||||||||
| Less: Provision for allowance for expected credit losses - other receivables | ( | ) | ( | ) | ||||
| Deposits | ||||||||
| Prepayments | ||||||||
| Total trade and other receivables | ||||||||
| Movement in provision for allowance for expected credit losses on trade receivables is as follows: | ||||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Write off / Reversal | ( | ) | ( | ) | ||||
| Disposal of subsidiaries | ( | ) | ||||||
| Currency realignment | ( | ) | ||||||
| At end of the year | ||||||||
| Movement in provision for allowance for expected credit losses on other receivables is as follows: | ||||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Write off / Reversal | ( | ) | ( | ) | ||||
| Disposal of subsidiaries | ( | ) | ||||||
| Currency realignment | ( | ) | ||||||
| At end of the year | ||||||||
The average credit period for services rendered is 30 days (2025: 30 days). No interest is charged on the outstanding balances.
F-27
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Not past due | ||||||||
| Past due (i) | ||||||||
| Less: Provision for allowance for expected credit losses | ( | ) | ( | ) | ||||
A majority of the Company’s trade receivables that are neither past due nor impaired are with creditworthy counterparties with good track record of credit history.
(i)
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| < 30 days | ||||||||
| 31 days to 60 days | ||||||||
| 61 days to 210 days | ||||||||
| 211 days to 240 days | ||||||||
| 241 days to < 1 year | ||||||||
| Total (ii) | ||||||||
(ii)
In determining the recoverability of trade and other receivables, the Company considers any changes in the credit quality of the trade receivables from the date credit was initially granted up to the reporting date. There was no significant change in credit quality for the Company’s trade and other receivables balances which are past due and partially impaired.
The allowance for ECL has been determined by taking into consideration recovery prospects and past doubtful experience.
As part of the Company’s credit risk management, the Company assesses the impairment for its customers based on different group of customers which share common risk characteristics that are representative of the customers’ abilities to pay all amounts due in accordance with the contractual terms.
Allowance for ECL on trade and other receivables has been measured at an amount equal to lifetime ECL. The ECL on trade and loan receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate.
As of June 30, 2026, the provision matrix applies the following ECL rates to trade receivables, based on the age of the receivables ranged from
F-28
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
In addition to the general provision matrix, the Company assesses certain specific trade and other receivables individually. This individual assessment is based on direct contact with the debtor, historical payment behavior, and other relevant factors to determine whether there are specific recoverability issues.
The Company assesses ECL on an annual basis to ensure that the ECL allowance remains appropriate and reflective of current credit risk conditions. There have been no changes in estimation techniques or significant assumptions used in calculating ECL during the current reporting period. A receivable is written off when there is objective evidence that the debtor is experiencing significant financial hardship and there is no reasonable expectation of recovery. Indicators of such conditions include the debtor entering liquidation or significant deterioration in creditworthiness with no expected future cash flows.
The following table details the provision for ECL based on the Company’s provision matrix, based on past due status is not further distinguished between the Company’s different customer base:
| Trade receivables – days past due | ||||||||||||||||||||||||||||
| Not past due | 1 to 30 days | 31-60 days | 61-210 days | 211 - 240 days | Over 241 days | Total | ||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||
| Lifetime ECL – June 30, 2026 | ||||||||||||||||||||||||||||
| Lifetime ECL – December 31, 2025 | ||||||||||||||||||||||||||||
As of June 30, 2026, prepayment mainly consists of:
| 1. | The Company made an advance payment of US$ |
| 2. | The development of Vendor and Customer relationship management system (“VCRM”) by a third-party company. This VCRM will streamline vendor onboarding, customer engagement, relationship tracking, performance reporting, and communication while ensuring high usability, data accuracy, and system scalability. The system is estimated to be completed within |
| 3. | The development of Cloud Management Platform Development (“CMP”) was outsourced to a third-party company at a total cost of US$ | |
| 4. | Legal service from a third-party US legal entity for total cost of US$ | |
| 5. | As of December 31, 2025, pursuant to a Securities Purchase Agreement entered into with S2MA Capital Limited, the Company issued |
F-29
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 6. | On February 20, 2026, the Company entered into a Call Option Agreement with two investors to acquire | |
| 7. | On February 15, 2026, the Company issued |
Included in the deposits is a share pledge issued to sundry payables in relation to the advance provided to the Company, as disclosed in Note 18 of share capital.
| 11 | INVENTORIES |
Inventories consist of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Finished goods | ||||||||
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost method and comprises the purchase cost and other costs incurred in bringing the inventories to their present location and condition.
Management reviews inventories periodically for slow-moving, obsolete, or damaged items. Where necessary, inventories are written down to their estimated net realizable value based on management’s assessment of future demand, expected selling prices, and market conditions.
| 12 | CASH AND BANK BALANCES |
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Cash and bank balances | ||||||||
F-30
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 13 | TRADE AND OTHER PAYABLES |
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Trade payables | ||||||||
| Accruals | ||||||||
| Sundry payables | ||||||||
| 14 | LEASE LIABILITIES |
The Company has lease contracts for office premises. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.
The Company also has certain leases with lease terms of
Carrying amount of lease liabilities is as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Additions | ||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ( | ) | ||||
| Finance cost | ||||||||
| Payment | ( | ) | ( | ) | ||||
| Currency alignment | ||||||||
| At end of the year | ||||||||
| Lease liabilities: | ||||||||
| - Not later than one year | ||||||||
| - More than one year to five years | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Depreciation of right-of-use asset | ||||||||
| Interest expense on lease liabilities | ||||||||
| Lease expense not capitalised in lease liabilities: | ||||||||
| - Expense relating to short-term leases | ||||||||
| Total amount recognised in profit or loss | ||||||||
F-31
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 15 | BANK AND OTHER BORROWINGS |
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Disposal of controlling interest in subsidiaries | ( | ) | ||||||
| Payment | ( | ) | ||||||
| Currency alignment | ||||||||
| At end of the year | ||||||||
| 16 | WARRANT LIABILITIES |
As of December 31, 2025 and June 30, 2026, the Company had issued few types of warrants that are classified as financial liabilities in accordance with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.
Warrant – Exchange Listing
Pursuant to an advisory agreement entered with Exchange Listing, LLC, a Nevada limited liability company, the Company issued a total of
Warrant – Series A and Series B
On January 17, 2024, the Company issued an aggregate of
Detachable warrant – convertible note
On August 13, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with Alumni Capital LP for the issuance of senior secured convertible notes with an aggregate principal amount of up to US$
Detachable warrant – Equity line of credit “ELOC”
On May 21, 2025, the Company entered into an Equity Line of Credit (“ELOC”) Purchase Agreement with Alumni Capital LP (“Alumni”), pursuant to which Alumni committed to purchase up to US$
The warrant entitles the holder to acquire ordinary shares during the contractual exercise period. The exercise price is determined using a contractual formula based on the Company’s outstanding ordinary shares at the exercise date and includes cashless exercise and adjustment provisions. Management concluded that the warrant does not satisfy the fixed-for-fixed criterion under IAS 32 and is therefore classified as a derivative financial liability, which is initially recognised at fair value and subsequently measured at fair value through profit or loss (“FVTPL”) in accordance with IFRS 9. Changes in fair value are recognised in profit or loss.
F-32
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
As of December 31, 2025, the Company fully wrote off the carrying value of all three classes of warrants following the reverse stock split. As a result of the anti-dilution adjustments, the exercise prices of the warrants increased significantly and were substantially higher than the prevailing market price of the Company’s common shares. Accordingly, management concluded that it was highly unlikely that the warrant holders would exercise the warrants, as it would be more economical to purchase the Company’s common shares directly in the open market. Consequently, management determined that the warrants had no recoverable value and fully impaired their carrying amount.
Detachable warrant – Securities Purchase Agreement with Esousa
On March 6, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with Esousa Group Holdings, LLC (“Esousa”) for the issuance and sale of ordinary shares or pre-funded warrants in lieu of ordinary shares, together with accompanying Common A and Common B Warrants, for an aggregate purchase amount of up to US$
The financing arrangement comprises three tranches of US$
The SPA also provides for the issuance of pre-funded warrants in lieu of ordinary shares, exercisable at US$
During the six months ended June 30, 2026, the Company received aggregate proceeds of US$
Management assessed the classification of these instruments in accordance with the provisions of IAS 32 – Financial Instruments: Presentation. Under IAS 32, a contract that may result in the issuance of a variable number of shares does not meet the definition of an equity instrument and must instead be classified as a derivative financial liability, measured at fair value through profit or loss.
As the warrants contain contingent settlement provisions that could result in variability in the settlement amount depending on the occurrence of uncertain future events, they do not qualify for equity classification.
| Type of Warrants | Issued | Exercise | Written off | Remaining | ||||||||||||
| Units | Units | Units | Units | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Esousa Group Holdings, LLC – Pre-funded warrant | ||||||||||||||||
| Esousa Group Holdings, LLC – Common A warrant | ||||||||||||||||
| Type of Warrants | Issued | Exercise | Written off | Remaining | ||||||||||||
| Units | Units | Units | Units | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Series A | ( | ) | ||||||||||||||
| Series B | ( | ) | ||||||||||||||
| Exchange Listing | ( | ) | ||||||||||||||
F-33
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| Type of Warrants | Issued | Exercise | Written off | Remaining | ||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Alumni Capital – Convertible notes detachable warrant | | |||||||||||||||
| Alumni Capital – ELOC detachable warrant | ||||||||||||||||
| Esousa Group Holding, LLC – Pre-funded warrant | ||||||||||||||||
| Esousa Group Holdings, LLC – Common A warrant | ||||||||||||||||
| Type of Warrants | Issued | Exercise | Written off | Remaining | ||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| December 31, 2025 | ||||||||||||||||
| Alumni Capital – Convertible notes detachable warrant | | |||||||||||||||
| Alumni Capital – ELOC detachable warrant | ||||||||||||||||
The Company applied a Black-Scholes and Monte Carlo pricing model to estimate the fair value of the warrant liabilities.
| June 30, 2026 | December 31, 2025 | |||||||
| Exchange Listing | ||||||||
| Share price | US$ | US$ | | |||||
| Exercise price / warrant | US$ | |||||||
| Expected volatility | US$ | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Series A | ||||||||
| Share price | US$ | US$ | ||||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | |||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Series B | ||||||||
| Share price | US$ | US$ | | |||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | |||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | |||||||
F-34
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| Alumni Capital – Convertible notes detachable warrant | ||||||||
| Share price | US$ | US$ | ||||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Alumni Capital – ELOC detachable warrant | ||||||||
| Share price | US$ | US$ | ||||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Esousa Group Holdings, LLC – Pre-funded warrant | ||||||||
| Share price | US$ | US$ | ||||||
| Exercise price / warrant | ||||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Esousa Group Holdings, LLC – Common A warrant | ||||||||
| Share price | US$ | | US$ | |||||
| Exercise price / warrant | US$ | US$ | ||||||
| Expected volatility | % | % | ||||||
| Dividend yield | ||||||||
| Expected term (years) | ||||||||
| Annual risk-free interest rate | % | % | ||||||
Movement of the fair value of the warrant liabilities during the year is as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Additional | ||||||||
| Exercised | ( | ) | ||||||
| Fair value change | ( | ) | ||||||
| Written off | ( | ) | ||||||
| At end of the year | ||||||||
F-35
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 17 | CONVERTIBLE NOTES LIABILITIES |
On August 13, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with Alumni Capital LP for the issuance of senior secured convertible notes with an aggregate principal amount of up to US$
Each convertible note is convertible into the Company’s ordinary shares in accordance with the conversion provisions set forth in the applicable note agreement. The notes were issued together with detachable warrants entitling the holder to subscribe for additional ordinary shares pursuant to a predetermined formula. To the extent a note is not converted prior to maturity, it is redeemable in accordance with its contractual terms.
During the year, the Company issued four tranches of convertible notes. Tranches 1, 2 and 3 were fully converted into the Company’s ordinary shares. Alumni Capital LP confirmed that the Tranche 1 note of US$
As of December 31, 2025, Tranche 4, with an original principal amount of US$
Movement of the fair value of the convertible notes liabilities during the year is as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| At beginning of the year | ||||||||
| Addition | ||||||||
| Interest expenses incurred | ||||||||
| Exercised | ( | ) | ( | ) | ||||
| Fair value change | ||||||||
| At end of the year | ||||||||
F-36
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 18 | SHARE CAPITAL |
| December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | |||||||||||||
| Number of ordinary shares * | Number of ordinary shares * | US$ | US$ | |||||||||||||
| Paid up capital: | ||||||||||||||||
| At January 1 | ||||||||||||||||
| Issuance of shares (1) | ||||||||||||||||
| Issuance of shares (2) | ||||||||||||||||
| Issuance of shares (3) | ||||||||||||||||
| Issuance of shares (4) | ||||||||||||||||
| Issuance of shares (5) | ||||||||||||||||
| Issuance of shares (6) | ||||||||||||||||
| Issuance of shares (7) | ||||||||||||||||
| Issuance of shares (8) | ||||||||||||||||
| Issuance of shares (9) | ||||||||||||||||
| Issuance of shares (10) | ||||||||||||||||
| Issuance of shares (11) | ||||||||||||||||
| Issuance of shares (12) | ||||||||||||||||
| Issuance of shares (13) | ||||||||||||||||
| Issuance of shares (14) | ||||||||||||||||
| Issuance of shares (15) | ||||||||||||||||
| Issuance of shares (16) | ||||||||||||||||
| Issuance of shares (17) | ||||||||||||||||
| Issuance of shares (18) | ||||||||||||||||
| Issuance of shares (19) | ||||||||||||||||
| Issuance of shares (20) | ||||||||||||||||
| Issuance of shares (21) | ||||||||||||||||
| Issuance of shares (22) | ||||||||||||||||
| Issuance of shares (23) | ||||||||||||||||
| Issuance of shares (24) | ||||||||||||||||
| Issuance of shares (25) | ||||||||||||||||
| Issuance of shares (26) | ||||||||||||||||
| Issuance of shares (27) | ||||||||||||||||
| Currency realignment | ( | ) | ||||||||||||||
| At June 30 | ||||||||||||||||
| * |
| (1) |
| (2) |
F-37
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (12) |
| (13) |
| (14) |
| (15) |
| (16) |
F-38
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| (17) |
| (18) |
| (19) |
| (20) |
| (21) |
| (22) |
| (23) |
| (24) |
| (25) |
| (26) |
| (27) |
| 19 | CAPITAL RESERVE |
This is in relation to merger reserves.
The merger reserve represents effects of changes in ownership interests in subsidiaries when there is no change in control. Under merger accounting, the assets, liabilities, revenue, expenses and cash flows of all the entities within the Company are combined after making such adjustments as are necessary to achieve consistency of accounting policies. This manner of presentation reflects the economic substance of combining companies, which were under common control throughout the relevant period, as a single economic enterprise.
F-39
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 20 | FAIR VALUE RESERVE |
Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets measured at fair value of other comprehensive income until it is disposed of and is distributable.
| 21 | TRANSLATION RESERVE |
The translation reserve comprises all foreign exchange differences arising from the translation of the consolidated financial statements of foreign operations whose functional currency is different from that of the Company’s presentation currency and is non-distributable.
| 22 | REVENUE |
| Six Months ended June 30, 2026 | Six Months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Business strategy consultancy | ||||||||
| Technology development | ||||||||
| Interest income | ||||||||
| Other revenue * | ||||||||
| Total | ||||||||
| Six Months ended June 30, 2026 | Six Months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Point in time | ||||||||
| Over time | ||||||||
| Total | ||||||||
| * |
F-40
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 23 | OTHER INCOME |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Interest income | ||||||||
| Foreign exchange gain, net | ||||||||
| Gain on disposal of right-of-use asset | ||||||||
| Gain on disposal of subsidiary | ||||||||
| Gain on disposal of investment | ||||||||
| Fair value gain on warrant liabilities | ||||||||
| Reversal of impairment allowance on trade and other receivables | ||||||||
| Reversal of impairment allowance on related parties | ||||||||
| Rental income | ||||||||
| Others | ||||||||
| Total | ||||||||
| 24 | COST OF SERVICES |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Consultant fee | ||||||||
| IT expenses | ||||||||
| Others | ||||||||
| Total | ||||||||
The “consultant fee” refers to the Company’s costs incurred from assisting its clients, in engaging all the relevant professionals required during the listing process, including but not limited to legal counsel, auditors, finance consultants, the US capital markets consultant, which such consultant fee payment shall be included and be treated as part of our consultation services for its clients during the IPO’s process.
The IT expenses refer to the costs incurred for the technology-related resources and services. These include hardware, cloud services, subcontractor cost, IT consultancy service from outside expert and others.
| 25 | EMPLOYEES BENEFIT EXPENSES |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Wages and salaries | ||||||||
| Defined contribution plans | ||||||||
| Share-based compensation awards | ||||||||
| Directors’ fees | ||||||||
| Other short-term benefits | ||||||||
| Total | ||||||||
F-41
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 26 | FINANCE COST |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Interest expenses on: | ||||||||
| Bank borrowings | ||||||||
| Operating lease obligation | ||||||||
| Other borrowings | ||||||||
| Convertible notes | ||||||||
| Bank charges for investment securities | ||||||||
| Total | ||||||||
| 27 | OTHER OPERATING EXPENSES |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Regulatory compliance and statutory cost | ||||||||
| Cost incurred to obtain license | ||||||||
| Changes on fair value of convertible note liabilities | ||||||||
| Bank charges | ||||||||
| Commission | ||||||||
| Share option expenses | ||||||||
| Entertainment | ||||||||
| Event fees | ||||||||
| Foreign exchange adjustment | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Marketing expenses | ||||||||
| Property and equipment written off | ||||||||
| Software and website usage fee | ||||||||
| Staff welfare | ||||||||
| Office expenses | ||||||||
| Referral fees | ||||||||
| Recruitment fees | ||||||||
| Travelling expenses | ||||||||
| Upkeep of office equipment | ||||||||
| Loss on disposal of subsidiary | ||||||||
| Total | ||||||||
| 28 | INCOME TAX EXPENSE |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Current income tax expense | ||||||||
| Overprovision for prior years | ( | ) | ||||||
| Income tax expense | ( | ) | ||||||
F-42
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 29 | OPERATING LEASE |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| US$ | US$ | |||||||
| Short-term leases | ||||||||
| 30 | SIGNIFICANT RELATED PARTY TRANSACTIONS |
Related companies in these financial statements refer to members of the ultimate holding company’s group of companies.
Some of the Company’s transactions and arrangements are between members of the Company and the effect of these on the basis determined between the parties is reflected in these financial statements.
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Balance with related parties (common shareholders) | ||||||||
| Non-trade receivables | ||||||||
| V Capital Consulting Group Limited | ||||||||
| V Capital Real Estate Limited | ||||||||
| V Gallant (Singapore) Pte Ltd | ||||||||
| VCI Energy Limited | ||||||||
| VHKL Private Capital Limited (known as VCI Global Brands Limited) | ||||||||
| Total amount due from related parties | ||||||||
| Non-trade payables | ||||||||
| Hoo Voon Him | ||||||||
| Credilab Sdn Bhd | ||||||||
| V Capital Consulting Limited | ||||||||
| VH Motion Sdn Bhd (f.k.a Helix Robotics Sdn Bhd) | ||||||||
| V Capital Sdn Bhd | ||||||||
| Elmu Higher Education Sdn Bhd | ||||||||
| Total amount due to related parties | ||||||||
Amount due from /(to) related parties are not expected to be repaid within the next 12 months.
F-43
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Transactions with related parties
The following represents the significant related party transactions for the year ended December 31, 2025, and six months ended June 30, 2026.
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Relationship | Nature | Description | US$ | US$ | ||||||||||
| V Capital Consulting Group Limited | ||||||||||||||
| V Capital Real Estate Limited | ||||||||||||||
| V Gallant (Singapore) Pte Ltd | ||||||||||||||
| VCI Energy Limited | ||||||||||||||
| Hoo Voon Him | ( | ) | ( | ) | ||||||||||
| Credilab Sdn Bhd | ( | ) | ||||||||||||
| V Capital Consulting Limited | ( | ) | ||||||||||||
| VH Motion Sdn Bhd (f.k.a Helix Robotics Sdn Bhd) | ( | ) | ||||||||||||
| V Capital Sdn Bhd | ( | ) | ||||||||||||
| VHKL Private Capital Limited | ||||||||||||||
| Elmu Higher Education Sdn Bhd | ( | ) | ( | ) | ||||||||||
| 31 | OPERATING SEGMENTS |
Operating segments are identified on the basis of internal reports about components of the Company that are regularly reviewed by the Group’s chief operating decision maker, Hoo Voon Him - Chief Executive Officer (“CEO”) for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Group operates in a single business segment which is the information technologies solution consultancy. Accordingly, no separate segment disclosures are presented, as the Company has only one reportable operating segment in accordance with IFRS 8 Operating Segments. The Company’s revenue is derived entirely from this single business activity.
No geographical segment information presented as Company’s operations are conducted predominantly in Malaysia.
F-44
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 32 | FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT |
| a) | Financial risk management policies and objectives |
The management of the Company monitors and manages the financial risks relating to the operations of the Company to ensure appropriate measures are implemented in a timely and effective manner. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.
| (i) | Market risk management |
The Company activities are exposed primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Management monitors risks associated with changes in foreign currency exchanges rates and interest rates and will consider appropriate measures should the need arise.
There has been no significant change to the Company’s exposure to market risk or the manner in which it manages and measures the risk.
| (ii) | Foreign currency risk management |
The Company also transacts business in foreign currencies other than its functional currencies, as further disclosed below, and is therefore exposed to foreign exchange risk.
The currency exposure of financial assets and financial liabilities denominated in significant currency other than the Company’s functional currency is as follows:
| Assets | Liabilities | |||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Singapore Dollar | ||||||||||||||||
| Malaysia ringgit | ||||||||||||||||
F-45
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
Foreign currency sensitivity
The following table details the sensitivity to a
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Singapore Dollar | ||||||||
| Malaysia ringgit | ||||||||
| (iii) | Interest rate risk management |
The Company is exposed to interest rate risk as the Company has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes 15 to the financial statements. The Company currently does not have an interest rate hedging policy.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period. In 2026, a 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, no material impact to the Company’s profit or loss.
| (iv) | Credit risk management |
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. At the end of each reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the statements of financial position.
In order to minimise credit risk, the Company has delegated its finance team to develop and maintain the Company’s credit risk grading to categories exposures according to their degree of risk of default. The finance team uses publicly available financial information and the Company’s own historical repayment records to rate its major customers and debtors. The Company’s exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded is spread amongst approved counterparties.
F-46
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The Company’s current credit risk grading framework comprises the following categories:
| Category | Description | Basis for recognising ECL | ||
| Performing | ||||
| Doubtful | not credit-impaired | |||
| In default | ||||
| Write-off |
For trade and other receivables, the Company has applied the simplified approach allowed in the accounting standard to measure the loss allowance at lifetime ECL. The Company determines the ECL on these items by using a provision matrix, estimated based on historical credit loss experience based on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. To measure the expected credit losses, trade receivables has been grouped based on shared credit risk characteristics (including high risk, normal risk and low risk type).
As at the end of the reporting period, the allowance for ECL is disclosed in Note 10 to the financial statements.
| (v) | Liquidity risk management |
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds.
In assessing our liquidity, we monitor and analyse our cash and cash equivalents and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. To date, we have financed our operations primarily through cash flows from operations, equity financing, and short-term borrowing from banks and related parties.
Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations, for at least the next 12 months from end of the reporting period. However, there is no assurance that management will be successful in their plans. There are several factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, its operating results not continuing to deteriorate and its bank and shareholders being able to provide continued financial support.
The Company maintains sufficient cash and cash equivalents, and internally generated cash flows to finance their activities.
| (vi) | Fair value of financial assets and financial liabilities |
The management considers that the carrying amounts of Company’s financial assets and financial liabilities approximate their respective fair values due to the relatively short-term maturity of these financial instruments. The fair values of other classes of financial assets and liabilities are disclosed in the respective notes to financial statements.
F-47
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 33 | FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS |
The carrying amounts and fair values of the Company’s financial instruments, other than those with carrying amounts that reasonably approximate to fair values, are as follows:
| Carrying amount | Fair value | |||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Assets | ||||||||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||||||
| Liabilities | ||||||||||||||||
| Convertible notes liabilities | ||||||||||||||||
| Warrant liabilities | ||||||||||||||||
Management has assessed that the fair value of financial assets measured at fair value through other comprehensive income approximate to their carrying amounts largely due to the independent valuation performed and valuation technique that take into account key inputs such as P/E multiples, long-term growth rate and discount rate etc.
At each reporting date, management analyses the movements in the values of financial instruments and determines the major inputs applied in the valuation.
The valuation procedures applied include consideration of recent transactions in the same security or financial instrument, recent financing of the investee companies, economic and market conditions, current and projected financial performance of the investee companies, and the investee companies’ management team as well as potential future strategies to realize the investments.
Management believes that the estimated fair values resulting from the valuation technique, which are recorded in the consolidated statements of financial position, and the related changes in fair values, which are recorded in profit or loss and other comprehensive income, are reasonable, and that they were the most appropriate values at the end of the reporting periods.
Fair value hierarchy
The following tables illustrate the fair value measurement hierarchy of the Company’s financial instruments:
Assets measured at fair value:
| Fair value measurement using | ||||||||||||||||
| Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| June 30, 2026 | ||||||||||||||||
| Financial assets, at fair value through other comprehensive income | ||||||||||||||||
| Financial liabilities, at fair value through profit or loss | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||
| Financial assets, at fair value through other comprehensive income | - | |||||||||||||||
| Financial liabilities, at fair value through profit or loss | ||||||||||||||||
F-48
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
The movements in fair value measurements within Level 1 during the years are as follow:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Financial assets, at fair value through other comprehensive income | ||||||||
| At January 1 | ||||||||
| Additions | ||||||||
| Disposals | ( | ) | ||||||
| Disposal of controlling subsidiaries | ( | ) | ||||||
| Fair value changes recognized in other comprehensive income/(loss) | ||||||||
During the financial year 2025, Sagtec Global Limited was successfully listed on Nasdaq, resulting in the fair value measurement moving from Level 3 to Level 1.
There were no transfers between Level 1 and Level 2, nor between Level 2 and Level 3, during the financial year ended December 31, 2025 and the financial period ended June 30, 2026.
The movements in fair value measurements within Level 3 during the years are as follow:
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Financial assets, at fair value through other comprehensive income | ||||||||
| At January 1 | ||||||||
| Addition | ||||||||
| Disposal | ||||||||
| Transfer to level 1 | ( | ) | ||||||
| Disposal of controlling subsidiaries | ( | ) | ||||||
| Fair value changes recognized in other comprehensive income | ( | ) | ||||||
There were no transfers between Level 2 and Level 3 during the financial year ended December 31, 2025 and the financial period ended June 30, 2026.
| June 30, 2026 | December 31, 2025 | |||||||
| US$ | US$ | |||||||
| Financial liabilities, at fair value through profit and loss | ||||||||
| At January 1 | ||||||||
| Addition | ||||||||
| Disposal | ( | ) | ||||||
F-49
VCI Global Limited and Subsidiaries
Interim condensed consolidated financial statements (unaudited)
| 34 | RECONCILIATIONS OF LIABILITIES ARISING FROM FINANCING ACTIVITIES |
| At beginning of year | Addition | Disposal | Payment | Interest charges | Interest paid | Currency alignment | At end of year | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||
| Bank borrowings | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other borrowings | ( | ) | ||||||||||||||||||||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| At beginning of year | Addition | Disposal | Payment | Interest charges | Interest paid | Currency alignment | At end of year | |||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||
| As of June 30, 2026 | ||||||||||||||||||||||||||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| 35 | SUBSEQUENT EVENTS |
The Company evaluated all events and transactions from June 30, 2026, up through October 6, 2026, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, other than the events disclosed below, there are not any material subsequent events that require in the consolidated financial statements.
| ● | On July 13, 2026, the share pledge over |
| ● | During July 15, 2026, until August 20, 2026, |
| ● | During July 21, 2026, until July 31, 2026, |
| ● | During July 28, 2026, until August 11, 2026, |
| ● | On June 2, 2026, the Company entered into a Share Sale Agreement with Hong Kong Fine Technology Co. Limited to acquire a
The acquisition of the |
F-50