UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July
Commission File Number:
(Translationof registrant’s name into English)
No 43-2, Jalan Besar Kepong,
Pekan Kepong, 52100 Kuala Lumpur
(Address of principal executive office)
Indicate by check mark whether the registrantfiles or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINEDIN THIS FORM 6-K REPORT
On July 31, 2025, Sagtec Global Limited (the “Company”) issued a press release dated July 31, 2025, announcing its unauditedinterim condensed consolidated financial statements (the “Interim Financial Statements”) for the six months ended June 30,2025.
A copy of the Management’s Discussion and Analysis of Financial Condition And Results Of Operations for the Six Months Ended June30, 2025 and 2024 is furnished as Exhibit 99.1, while a copy of the Interim Financial Statements is furnished as Exhibit 99.2 to thisreport on Form 6-K. A copy of the press release is furnished as Exhibit 99.3 to this report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition And Results Of Operations for the Six Months Ended June 30, 2025 and 2024 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months ended June 30, 2025 and 2024 | |
| 99.3 | Press Release dated July 21, 2025 titled “Sagtec Global Limited Achieves 144% Growth in Revenue and 308% Profit Surge for 1H2025” | |
| 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). |
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SIGNATURES
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: July 21, 2025 | SAGTEC GLOBAL LIMITED | |
| By: | /s/ Ng Chen Lok | |
| Name: | Ng Chen Lok | |
| Title: | Chairman, Chief Executive Officer and Executive Director | |
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Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of ourfinancial condition and results of operations should be read in conjunction with our consolidated financial statements and related notesincluded elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statementsbased upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timingof selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors,including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “RiskFactors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differmaterially from our forward-looking statements.
Overview
Our business was originally incorporated in Malaysiain 2018, and is principally involved in the provision of customizable software solutions encompassing several types of software such asa smart ordering system, Speed +, which is a smart solutions application software for the food and beverage industry. The Speed+ softwareis installed onto our existing Point of Sale (POS) machines, which are sourced from third-party suppliers. These POS machines, equippedwith Speed+, are then leased to clients, providing a seamless and integrated solution for efficient order management and transaction processing.We also offer customizable software and application development for table ordering, QR ordering and self-service kiosk ordering. For the sixmonths period ended June 30, 2024 and June 30, 2025, the provision of the Speed+ smart ordering system, QR Ordering system subscription(both under subscription services) contributed 33.03% and 28.13% of our revenue, respectively, while the provision of software developmentservices contributed to 16.43% and 12.87% of our revenue, respectively.
Our products and services such as our smart orderingsystem, Speed +, as well as any software and application development for table ordering, QR ordering and self-service kiosk ordering,are marketed to the bulk of our customers in Malaysia, who belong to the food and beverage (“F&B”) industry. However,the customizable nature of our software and application development services which further extends to customer relationship managementand invoicing software is offered to businesses across different industries, with a focus on F&B but also extending to other industriessuch as Geotechnology, beauty products and property consulting.
Apart from our product, Speed+, we also sell foodordering kiosk machines designed to improve the dining experience for both customers and businesses. These kiosk solutions combine innovativetechnology with user-friendly interfaces, allowing patrons to effortlessly browse menus, customize orders, and make secure payments. Theyare designed to improve efficiency, reduce labor costs, and gather valuable data on customer preferences and ordering patterns. For the sixmonths period ended June 30, 2024 and June 30, 2025, the sale of food ordering kiosk machines contributed 14.92% and 22.09% of our revenue,respectively.
Beyond the F&B industry, we serve a broaderclientele as a trusted partner. Our software development services showcase our commitment to understanding and addressing the unique needsof our clients. Our experienced software development team creates tailored solutions, often starting with a comprehensive software developmentblueprint in the form of a white paper. Whether it involves developing applications or addressing complex software development projects,our in-house programmers bring over a combined 14 years of experience and expertise. For specialized or complex projects, we collaboratewith trusted outsourcing partners to ensure our clients have access to the right skills and resources.
In a digital age where social media plays a crucialrole in brand presence, we offer social media management services. Responsible for overseeing the social media accounts of Key OpinionLeaders (KOLs) and influencers, we attempt to ensure that these digital influencers maintain a current and engaging online presence. Byleveraging data analysis, including demographic data, comments, post likes, and other metrics, we fine-tune content strategies in orderto obtain the maximum impact. For the six months period ended June 30, 2024 and June 30, 2025, our social media management servicescontributed 9.54% and 7.32% of our revenue, respectively.
We further provide additional products and servicesthrough the sale of power-bank charging stations through our majority owned subsidiary, CL Technologies. Recognizing the trend in demandfor portable power-bank charging for mobile devices, we have developed additional expertise in providing power-bank charging stationsacross 300 locations in Malaysia, working with shopping malls, parks and other public areas. For the six months period endedJune 30, 2024 and June 30, 2025, the sale of power-bank charging stations through its majority owned subsidiary, CL Technologies, contributed13.34% and 17.07% of our revenue, respectively.
Our expertise extends beyond software development.We also offer a comprehensive data management service. By efficiently handling clients’ incoming raw data, including tasks likesorting, filtering, and reorganizing data within servers, we help clients easily access the information they need, streamlining theiroperations and decision-making. For the six months period ended June 30, 2024 and June 30, 2025, our data management services contributed12.74% and 12.52% of our revenue, respectively.
We believe that our financial results reflect our strong market position.For the six months period ended June 30, 2024, our revenue was RM19,655,442 (USD4,665,759), and our net profit was RM1,922,099 (USD456,263).For the six months period ended June 30, 2025, our revenue was RM47,867,433 (USD11,362,650), and our net profit was RM7,850,869 (USD1,863,620).This is a growth of 144% in revenue and 308% in net profit respectively. The cost of sales increased from RM16,167,137 (USD3,837,714)in the six months period ended June 30, 2024 to RM38,335,906 (USD9,100,080) in the six months period ended June 30, 2025.
Results of Operations
Comparison of the Results for Six MonthsPeriods Ended June 30, 2024 and 2025
| For the six months ended June 30, | ||||||||||||||||||||
| 2024 | 2025 | 2025 | ||||||||||||||||||
| RM | % | RM | % | Convenience Translation USD | ||||||||||||||||
| Revenue from services | ||||||||||||||||||||
| Performance obligation satisfied over time | ||||||||||||||||||||
| Subscription services | 6,492,876 | 33.03 | % | 13,465,340 | 28.13 | % | 3,196,368 | |||||||||||||
| Software consultation and development services | 3,228,802 | 16.43 | % | 6,161,113 | 12.87 | % | 1,462,509 | |||||||||||||
| Social media management services | 1,876,013 | 9.54 | % | 3,501,177 | 7.32 | % | 831,101 | |||||||||||||
| Data management & analysis services | 2,502,991 | 12.74 | % | 5,993,588 | 12.52 | % | 1,422,743 | |||||||||||||
| 14,100,682 | 71.74 | % | 29,121,218 | 60.84 | % | 6,912,721 | ||||||||||||||
| Revenue from tangible products | ||||||||||||||||||||
| Performance obligation satisfied at point in time | ||||||||||||||||||||
| Food ordering kiosk with screen | 2,932,245 | 14.92 | % | 10,575,550 | 22.09 | % | 2,510,397 | |||||||||||||
| Power bank charging station | 2,622,515 | 13.34 | % | 8,170,665 | 17.07 | % | 1,939,532 | |||||||||||||
| 5,554,760 | 28.26 | % | 18,746,215 | 39.16 | % | 4,449,929 | ||||||||||||||
| Total revenue | 19,655,442 | 100.00 | % | 47,867,433 | 100.00 | % | 11,362,650 | |||||||||||||
Total revenue increased by RM28,211,991 or $6,696,891approximately 144% from RM19,655,442 or $4,665,759 for the six months ended June 30, 2024 to RM47,867,433 or $11,362,650 for the six monthsended June 30, 2025.
Revenue from Services
Revenue from services increased by RM15,020,536or $3,565,537 approximately 107% from RM14,100,682 or $3,347,184 for the six months ended June 30, 2024 to RM29,121,218 or $6,912,721for the six months ended June 30, 2025. This increase is attributed to the following:
| 1. | Subscription Services: Revenue from subscription services increased by RM6,972,464 or $1,655,106 approximately107% from RM6,492,876 or $1,541,262 for the six months ended June 30, 2024 to RM13,465,340 or $3,196,368 for the six months ended June30, 2025. The growth was driven by a combination of strong renewal momentum among existing clients and an accelerated onboarding of newcustomers. The continued focus on user experience, bundled service offerings, and improved customer retention strategies significantlycontributed to this expansion in recurring revenue. |
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| 2. | Software Consultation and Development Services: Revenue increased by RM2,932,311 or $696,064 approximately91% from RM3,228,802 or $766,445 for the six months ended June 30, 2024 to RM6,161,113 or $1,462,509 for the six months ended June 30,2025. This increase reflects growing market confidence in our tailored solutions. Many clients, particularly startups and mid-sized enterprises,are opting to outsource critical digital transformation projects. Our flexible engagement model, combined with enhanced technical capabilities,has positioned us as a preferred partner in the evolving software services space. |
| 3. | Social Media Management Services: Revenue increased by RM1,625,164 or $385,778 approximately 87% fromRM1,876,013 or $445,323 for the six months ended June 30, 2024 to RM3,501,177 or $831,101 for the six months ended June 30, 2025. Thisgrowth highlights the increasing reliance of businesses on digital branding and real-time engagement with customers. The enhancement ofour service packages in analytics-driven content and automation tools has proven attractive to a broader base of clients looking to scaletheir social presence efficiently. |
| 4. | Data Management & Analysis Services: Revenue increased by RM3,490,597 or $828,589 approximately 139%from RM2,502,991 or $594,154 for the six months ended June 30, 2024 to RM5,993,588 or $1,422,743 for the six months ended June 30, 2025.The increase in revenue reflects growing demand for solutions that help companies streamline operations and improve decision-making accuracy.Our data management tools integrated across platforms such as POS and social media allow clients to unlock hidden efficiencies, resultingin increased reliance on our analytics services. |
Revenue from Tangible Products
Revenue from tangible products increased by RM13,191,455or $3,131,354 approximately 237% from RM5,554,760 or $1,318,575 for the six months ended June 30, 2024 to RM18,746,215 or $4,449,929 forthe six months ended June 30, 2025. Key contributors include:
| 1. | Food Ordering Kiosk with Screen: Revenue increased by RM7,643,305 or $1,814,348 approximately 261% fromRM2,932,245 or $696,049 for the six months ended June 30, 2024 to RM10,575,550 or $2,510,397 for the six months ended June 30, 2025. Thissignificant increase is largely attributed to structural shifts within the F&B sector. As businesses face ongoing cost pressures andshifting consumer expectations, many are turning to automation solutions. Our food kiosks have gained strong traction due to their intuitiveinterface, efficiency benefits, and ability to improve customer throughput with minimal staffing requirements. |
| 2. | Power Bank Charging Station: Revenue increased by RM5,548,150 or $1,317,006 approximately 212% from RM2,622,515or $622,526 for the six months ended June 30, 2024 to RM8,170,665 or $1,939,532 for the six months ended June 30, 2025. This growth issupported by enhanced product visibility and strategic network expansion. Our efforts in targeting high-footfall locations combined witheffective reseller partnerships and increased consumer adoption of portable charging have played a key role in driving demand and strengtheningour footprint in this vertical. |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Cost of sales from services | 12,493,751 | 26,182,540 | 6,215,145 | |||||||||
| Cost of sales from tangible products | 3,508,664 | 11,988,644 | 2,845,834 | |||||||||
| Cost of sales from rental | 164,722 | 164,722 | 39,101 | |||||||||
| Total cost of sales | 16,167,137 | 38,335,906 | 9,100,080 | |||||||||
Total cost of sales increased by RM22,168,769 or $5,262,366 approximately137% from RM16,167,137 or $3,837,714 for the six months ended June 30, 2024 to RM38,335,906 or $9,100,080 for the six months ended June30, 2025.
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Cost of Sales from Services
The cost of sales from services increased by RM13,688,789or $3,249,410 approximately 110% from RM12,493,751 or $2,965,735 for the six months ended June 30, 2024 to RM26,182,540 or $6,215,145for the six months ended June 30, 2025. The increase is mainly due to a scaling of support resources in line with higher service volumes.As the subscriber base expanded and service usage intensified, we invested in additional server maintenance, technical support, and systemoptimization to ensure service quality and uptime amid growing demand.
Cost of Sales from Tangible Products
The cost of sales from tangible products increasedby RM8,479,980 or $2,012,956 approximately 242% from RM3,508,664 or $832,878 for the six months ended June 30, 2024 to RM11,988,644 or$2,845,834 for the six months ended June 30, 2025. The increase is directly attributable to the higher sales volume of our food orderingkiosks and power bank charging stations. As demand for these products grew significantly during the period, the corresponding cost ofgoods sold increased in proportion to the rise in units sold.
Cost of Sales from Rental
The cost of sales from rental remained unchangedfor the six months ended June 30, 2024 and 2025, as it primarily consists of depreciation expenses of the assets used to generate thisrevenue stream. These depreciation charges are fixed in nature and are not influenced by fluctuations in rental activity volume.
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Gross profit from services | 1,606,931 | 2,938,678 | 697,576 | |||||||||
| Gross profit from tangible products | 2,046,096 | 6,757,571 | 1,604,095 | |||||||||
| Gross loss from rental | (164,722 | ) | (164,722 | ) | (39,101 | ) | ||||||
| Total gross profit | 3,488,305 | 9,531,527 | 2,262,570 | |||||||||
Gross profit increased by RM6,043,222 or $1,434,525approximately 173% from RM3,488,305 or $828,045 for the six months ended June 30, 2024 to RM9,531,527 or $2,262,570 for the six monthsended June 30, 2025. This growth in gross profit was driven by substantial increases in revenue from both our services and tangible products.
Services
The gross profit from services increased by RM1,331,747or $316,127 approximately 83% from RM1,606,931 or $381,449 for the six months ended June 30, 2024 to RM2,938,678 or $697,576 for the sixmonths ended June 30, 2025. The improvement reflects both higher revenue and better operational efficiency. The adoption of a streamlinedsales and customer management system enhanced our conversion rates and service delivery, enabling greater profitability.
Tangible Products
The gross profit from tangible products increasedby RM4,711,475 or $1,118,398 approximately 230% from RM2,046,096 or $485,697 for the six months ended June 30, 2024 to RM6,757,571 or$1,604,095 for the six months ended June 30, 2025. This growth was largely supported by strong product demand coupled with improved procurementstrategies and production scalability. Economies of scale and better cost control on components and assembly further contributed to strongermargins in this segment.
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Rental
The gross loss from rental of power bank machinesremained unchanged at RM164,722 or $39,101 for the six months ended June 30, 2024 and 2025, primarily due to the absence of revenue whilecost of sales remained stable. The cost of sales for this revenue stream consists solely of depreciation expenses related to the rentalassets, which are fixed in nature and continue to be incurred regardless of rental activity.
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Selling and administrative | (426,724 | ) | (973,981 | ) | (231,201 | ) | ||||||
| Employee benefit expenses | (227,666 | ) | (129,374 | ) | (30,711 | ) | ||||||
| Director emoluments | (393,000 | ) | (566,685 | ) | (134,518 | ) | ||||||
| Total operating expenses | (1,047,390 | ) | (1,670,040 | ) | (396,430 | ) | ||||||
| Operating income | 2,440,915 | 7,861,487 | 1,866,140 | |||||||||
Total operating expenses increased by RM622,650or $147,803 approximately 59% from RM1,047,390 or $248,627 for the six months ended June 30, 2024 to RM1,670,040 or $396,430 for the sixmonths ended June 30, 2025. This rise in operating expenses was attributed to several key areas:
Selling and Administrative Expenses
These expenses increased by RM547,257 or $129,906approximately 128% from RM426,724 or $101,295 for the six months ended June 30, 2024 to RM973,981 or $231,201 for the six months endedJune 30, 2025. This increase reflects higher expenditure on marketing initiatives and general administrative functions to support thecompany’s expanding operations.
Employee Benefit Expenses
Employee benefit expenses decreased by RM98,292 or $23,332 approximately43% from RM227,666 or $54,043 for the six months ended June 30, 2024 to RM129,374 or $30,711 for the six months ended June 30, 2025. Thedecline was a result of a strategic workforce realignment aimed at optimizing human capital efficiency and reducing fixed staff-relatedcosts.
Director Emoluments
The expenses for director emoluments increased by RM173,685 or $41,229approximately 44% from RM393,000 or $93,289 for the six months ended June 30, 2024 to RM566,685 or $134,518 for the six months ended June30, 2025. The increase aligns with the company’s performance-based compensation framework, reflecting management’s leadershipin driving business expansion and profitability.
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Operating Income
Operating income increased by RM5,420,572 or $1,286,722approximately 222% from RM2,440,915 or $579,418 for the six months ended June 30, 2024 to RM7,861,487 or $1,866,140 for the six monthsended June 30, 2025. This substantial growth in operating income highlights the company’s improved efficiency and effective costmanagement despite the rising operating expenses. The major factors contributing to this increase include:
| 1. | Revenue Growth: Strong gains across both service-based andtangible product lines. |
| 2. | Cost Management: Effective management of operating expenses,particularly within selling and personnel-related costs, which enhanced profit margins. |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Other income | 161,044 | 1,109,762 | 263,433 | |||||||||
| Finance costs | (121,340 | ) | (126,887 | ) | (30,120 | ) | ||||||
| Non-operating income | 39,704 | 982,875 | 233,313 | |||||||||
| Profit before tax | 2,480,619 | 8,844,362 | 2,099,453 | |||||||||
| Tax Expenses | (558,520 | ) | (993,493 | ) | (235,833 | ) | ||||||
| Net profit | 1,922,099 | 7,850,869 | 1,863,620 | |||||||||
Other Income
Other income increased by RM948,718 or $225,205approximately 589% from RM161,044 or $38,228 for the six months ended June 30, 2024 to RM1,109,762 or $263,433 for the six months endedJune 30, 2025. This substantial increase was primarily driven by a gain on foreign exchange rates, reflecting favorable currency movementsduring the period.
Finance Costs
Finance costs increased by RM5,547 or $1,317 approximately5% from RM121,340 or $28,803 for the six months ended June 30, 2024 to RM126,887 or $30,120 for the six months ended June 30, 2025. Theincrease was primarily attributed to higher interest expenses arising from elevated interest rates during the period.
Non-Operating Income
Non-operating income increased by RM943,171 or $223,888 approximately2376% from RM39,704 or $9,425 for the six months ended June 30, 2024 to RM982,875 or $233,313 for the six months ended June 30, 2025.This improvement was largely due to a one-off foreign exchange gain, which contributed positively to non-operating income for the period.
Profit Before Tax
Profit before tax increased by RM6,363,743 or$1,510,610 approximately 275% from RM2,480,619 or $588,843 for the six months ended June 30, 2024 to RM8,844,362 or $2,099,453 for thesix months ended June 30, 2025. This was mainly supported by revenue growth, improved gross margins, higher other income, and disciplinedcost control despite slight increases in finance and non-operating expenses.
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Tax Expenses
Tax expenses increased by RM434,973 or $103,253approximately 78% from RM558,520 or $132,580 for the six months ended June 30, 2024 to RM993,493 or $235,833 for the six months endedJune 30, 2025. The increase in tax expenses is in line with the higher profit before tax, while the effective tax rate remained stableand consistent with prior periods.
Net Profit
Net profit increased by RM5,928,770 or $1,407,357approximately 308% from RM1,922,099 or $456,263 for the six months ended June 30, 2024 to RM7,850,869 or $1,863,620 for the six monthsended June 30, 2025. This remarkable improvement reflects the combined effects of strong revenue performance, higher other income, andeffective cost control, highlighting the company’s operational and financial strength.
Liquidity and Capital Resources
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net (Loss)/Profit for the year | 1,922,099 | 7,850,869 | 1,863,620 | |||||||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||||||
| Depreciation | 780,563 | 1,416,747 | 336,304 | |||||||||
| Amortization | 27,628 | 26,149 | 6,207 | |||||||||
| Provisions | (15,140 | ) | (25,897 | ) | (6,147 | ) | ||||||
| Imputed interest of lease liability | 5,360 | 3,926 | 932 | |||||||||
| Finance costs | 121,340 | 126,887 | 30,120 | |||||||||
| Overdraft charges | 45,646 | 54,231 | 12,873 | |||||||||
| Income tax expenses | 558,520 | 993,493 | 235,833 | |||||||||
| Gain on disposal of plant & equipment | - | (460 | ) | (109 | ) | |||||||
| Operating cash flows before movements in working capital | 3,446,016 | 10,445,945 | 2,479,633 | |||||||||
| Trade receivables | (2,970,374 | ) | (4,180,063 | ) | (992,253 | ) | ||||||
| Other receivables and prepayment | 4,897,335 | (19,118,542 | ) | (4,538,312 | ) | |||||||
| Other payables and accrued liabilities | (184,682 | ) | (725,717 | ) | (172,269 | ) | ||||||
| Trade payables | (423,786 | ) | 816,367 | 193,787 | ||||||||
| Deferred revenue | (1,926,663 | ) | - | - | ||||||||
| Cash generated from operations | 2,837,846 | (12,762,010 | ) | (3,029,414 | ) | |||||||
| Income tax paid | - | (1,013,295 | ) | (240,533 | ) | |||||||
| Net cash provided by operating activities | 2,837,846 | (13,775,305 | ) | (3,269,947 | ) | |||||||
| Investing activities | ||||||||||||
| Purchase of plant and equipment | (2,634,523 | ) | (15,831,390 | ) | (3,758,015 | ) | ||||||
| Proceeds from disposal of plant and equipment | - | 833,172 | 197,776 | |||||||||
| Net cash used in investing activities | (2,634,523 | ) | (14,998,218 | ) | (3,560,239 | ) | ||||||
| Financing activities | ||||||||||||
| Proceeds from issuance of Class A ordinary shares upon the completion of IPO | - | 30,898,700 | 7,334,655 | |||||||||
| Termination of right-of-use asset | - | 32,550 | 7,727 | |||||||||
| Termination of lease | - | (37,340 | ) | (8,864 | ) | |||||||
| Repayment of lease liabilities | (28,542 | ) | (27,142 | ) | (6,443 | ) | ||||||
| Increase in fixed deposits | (27,580 | ) | (10,215 | ) | (2,425 | ) | ||||||
| Overdraft charges paid | (45,646 | ) | (54,231 | ) | (12,873 | ) | ||||||
| Loan interest paid | (121,340 | ) | (165,090 | ) | (30,120 | ) | ||||||
| Proceeds from bank loans | 1,000,000 | - | - | |||||||||
| Repayment of bank loans | (299,404 | ) | (323,097 | ) | (85,765 | ) | ||||||
| Proceeds from amount due to shareholders | (816 | ) | - | - | ||||||||
| Proceeds from amount due (from)/to directors | (137,181 | ) | 3,467 | 823 | ||||||||
| Net cash provided by financing activities | 339,491 | 30,317,602 | 7,196,715 | |||||||||
| Net increase in cash and cash equivalents | 542,814 | 1,544,079 | 366,529 | |||||||||
| Cash and cash equivalents at beginning of period | (241,006 | ) | 370,129 | 87,861 | ||||||||
| Cash and cash equivalents at end of period | 301,808 | 1,914,208 | 454,390 | |||||||||
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Operating activities
For the six months ended June 30, 2024, the Companygenerated RM2,837,846 or $673,641 from operating activities primarily from profit adding back non-cash expenses, increase in other receivablesand prepayment as well as decrease in trade receivables, trade payables, other payables and accrued liabilities and deferred revenue.
For the six months ended June 30, 2025, the Company used RM13,775,305or $3,269,947 from operating activities primarily from profit adding back non-cash expenses, increase in trade payables as well as decreasein trade receivables, other receivables, other payables and accrued liabilities.
Investing activities
For the six months ended June 30, 2024, the Companyinvested RM2,634,523 or $625,376 in plant and equipment.
For the six months ended June 30, 2025, the Company used RM14,998,218or $3,560,239 in investing activities in plant and equipment and gain on disposal of plant and equipment.
Financing activities
For the six months ended June 30, 2024, the Companygenerated RM339,491 or $80,588 in financing activities primarily from proceeds from bank overdraft and bank loans subtracted by repaymentof lease liabilities, bank loans, repayment of outstanding due to shareholders and director and increased in fixed deposits.
For the six months ended June 30, 2025, the Company generated RM30,317,602or $7,196,715 from financing activities primarily from issuance of share capital, proceeds from bank loan, overdraft and advance fromdirector subtracted by repayment of lease liabilities and bank loan and increase in fixed deposits.
Capital Expenditure
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Investment in plant and equipment: | ||||||||||||
| Equipment & Machine | 2,634,523 | 8,799,751 | 2,088,862 | |||||||||
| Computer & Handphone | - | - | - | |||||||||
| License | - | 7,031,639 | 1,669,153 | |||||||||
| Renovation | - | - | - | |||||||||
| Total | 2,634,523 | 15,831,390 | 3,758,015 | |||||||||
For the six months ended June 30, 2024, the Companyinvested RM2,634,523 or $625,376 in plant and equipment.
For the six months ended June 30, 2025, the Companyinvested RM15,831,390 or $3,758,015 in plant and equipment.
8
Material Obligation for the twelve months ending June 30, 2025
| RM | RM | RM | RM | RM | RM | RM | USD | |||||||||||||||||||||||||
| Repayment Obligation | Leases | Bank Borrowings | Bank Overdraft | Trade payable | Other payable | Tax payable | Total | Total | ||||||||||||||||||||||||
| Period ending June 30, 2026 | 36,072 | 765,468 | 335,419 | 816,366 | 447,021 | 3,897,642 | 6,297,988 | 1,495,000 | ||||||||||||||||||||||||
| Period ending June 30, 2027 | 35,490 | 786,552 | - | - | - | - | 822,042 | 195,134 | ||||||||||||||||||||||||
| Period ending June 30, 2028 | 7,476 | 716,776 | - | - | - | - | 724,252 | 171,921 | ||||||||||||||||||||||||
| Period ending June 30, 2029 | 7,932 | 274,423 | - | - | - | - | 282,355 | 67,025 | ||||||||||||||||||||||||
| Period ending June 30, 2030 | 8,416 | 184,114 | - | - | - | - | 192,530 | 45,702 | ||||||||||||||||||||||||
| After June 30, 2030 | 6,635 | 174,082 | - | - | - | - | 180,717 | 42,898 | ||||||||||||||||||||||||
| 102,021 | 2,901,415 | 335,419 | 816,366 | 447,021 | 3,897,642 | 8,499,884 | 2,017,680 | |||||||||||||||||||||||||
The Company believes that current working capitalis adequate to meet these repayment material obligations for the twelve months ended June 30, 2026.
In addition, the Company expect to generate additionalcash flow from operational profit to meet repayment obligation beyond June 30, 2026.
Financing Arrangement
As of June 30, 2025, the Company had RM2,250,000 or $534,099 overdraftfacility through subsidiaries from 2 banks, intended for working capital usage, of which the Company utilized RM236,343 or $56,106 withundrawn balance of RM2,013,657 or $477,997.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Estimates
Useful lives of plant and equipment
The Group’s management determines the estimateduseful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on the historical experienceof the actual useful lives of plant and equipment of similar nature and functions. Management will increase the depreciation charge whereuseful lives are less than previously estimated lives, or will write off or write down technically obsolete or non-strategic assets thathave been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic review could result in a change indepreciable lives and therefore depreciation charge in the future periods.
Impairment of Trade Receivables
The Group uses the simplified approach to estimatea lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on the payment profilesof past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportableforward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of tradereceivables.
Quantitative and Qualitative Disclosures aboutMarket Risk
We are exposed to market risk (including foreigncurrency risk and interest rate risk), credit risk, and liquidity risk in the ordinary course of business. Our overall financial riskmanagement policy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financialperformance.
Foreign Currency Risk
The Group expose to foreign currencyrisk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group,with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoingbasis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreigncurrency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
9
Interest Rate Risk
The Group exposed to interest rate riskarise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 14 of the financialstatements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposureto interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increase or decreaseto report interest rate risk internally to key management personnel, as this represents management’s assessment of a reasonablypossible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all other variables heldconstant, our profit would decrease or increase by approximately RM7,783 or $1,848 for the six months ended June 30, 2025 and RM16,707or $3,966 for the year ended December 31, 2024.
Liquidity Risk
Liquidity risk arises mainly due to generalfunding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availabilityof funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group intorelevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date.The amounts disclosed in the table are the contractual undiscounted cash flows, which includes both principal and interest. Balances duewithin 12 months equal their carrying amounts as the impact of discounting is not significant.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bank borrowings Repayment within: | ||||||||||||
| Less than 1 year | 976,072 | 984,355 | 233,664 | |||||||||
| Between 1 and 2 years | 963,436 | 936,203 | 222,234 | |||||||||
| Between 2 and 5 years | 1,693,768 | 1,338,822 | 317,308 | |||||||||
| Over 5 years | 288,536 | 182,470 | 43,314 | |||||||||
| Bank overdraft Repayment within less than 1 year | 104,587 | 335,419 | 79,621 | |||||||||
| Lease liabilities Repayment within: | ||||||||||||
| Less than 1 year | 60,204 | 40,764 | 9,676 | |||||||||
| Between 1 and 2 years | 61,884 | 38,168 | 9,060 | |||||||||
| Between 2 and 5 years | 45,732 | 27,252 | 6,468 | |||||||||
| Over 5 years | 11,342 | 6,800 | 1,614 | |||||||||
| Trade payable Repayment within less than 1 year | - | 816,366 | 193,787 | |||||||||
| Other payable Repayment within less than 1 year | 422,973 | 447,021 | 106,112 | |||||||||
| Amount due to director Repayment within less than 1 year | - | 3,467 | 823 | |||||||||
10
Credit Risk
Credit risk primarily arises from thepossibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conductingthorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent paymentterms such as upfront payments and short billing cycles.
Expected credit losses are measured asthe difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows thatthe Company expects to receive. The Company assesses all information available, including past due status, and forward looking macro-economic factors in the measurement of the expected credit losses associated with its assets carried at amortized cost.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade receivable | ||||||||||||
| Collection within less than 1 year | 8,409,351 | 12,589,414 | 2,988,443 | |||||||||
| Other receivables | ||||||||||||
| Collection within less than 1 year | 2,103,818 | 11,099,330 | 2,634,731 | |||||||||
Capital Risk Management
The Group manages its capital to ensurethat entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholdersvalue. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such asadjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manage its capital based ondebt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt dividedby total equity. Net debt is calculated as lease liability, borrowings and bank overdraft plus trade and other payables less cash andbank balances. Total capital is calculated as total equity plus net debts. Capital includes equity attributable to the owners of the parentand non-controlling interest.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Net debt | 2,298,706 | 1,166,438 | 276,886 | |||||||||
| Total equity | 17,384,201 | 56,133,770 | 13,324,892 | |||||||||
| Total capital | 19,682,907 | 57,300,208 | 13,601,778 | |||||||||
| Gearing ratio | 11.68 | % | 2.04 | % | 2.04 | % | ||||||
Inflation
Malaysia’s inflation rates stood at 1.7% for theyear ended December 31, 2024, and 1.2% for the period ended June 30, 2025. These figures indicate a moderate level of inflation duringthese periods and we believe that there will be no material impact on their company.
11
Exhibit 99.2
SAGTEC GLOBAL LIMITED
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
F-1
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF DECEMBER 31, 2024 AND JUNE 30, 2025
| As of | ||||||||||||||
| Note | December 31, 2024 | June 30, 2025 | June 30, 2025 | |||||||||||
| RM | RM | Convenience Translation USD | ||||||||||||
| ASSETS | ||||||||||||||
| Non-current assets | ||||||||||||||
| Plant and equipment | 7 | |||||||||||||
| Right-of-use assets | 8 | |||||||||||||
| Total non-current assets | ||||||||||||||
| Current assets | ||||||||||||||
| Trade receivables, net | 9 | |||||||||||||
| Other receivables | 10 | |||||||||||||
| Cash and short term deposits | 11 | |||||||||||||
| Total current assets | ||||||||||||||
| Total assets | ||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Trade payables | 9 | |||||||||||||
| Amount due to director | 14 | |||||||||||||
| Other payables | 10 | |||||||||||||
| Provisions | 13 | |||||||||||||
| Tax payable | 15 | |||||||||||||
| Lease liabilities | 8 | |||||||||||||
| Bank overdraft | 14 | |||||||||||||
| Bank borrowings | 14 | |||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Lease liabilities | 8 | |||||||||||||
| Bank borrowings | 14 | |||||||||||||
| Deferred tax liabilities | 15 | |||||||||||||
| Total non-current labilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Equity | ||||||||||||||
| Share capital, | 4 | |||||||||||||
| Reserves | 16 | |||||||||||||
| Retained earnings | ||||||||||||||
| Shareholders’ equity | ||||||||||||||
| Non-controlling interest | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | ||||||||||||||
The accompanying notes are an integral part ofthese unaudited interim condensed consolidated financial statements.
F-2
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| For the six months ended June 30, | ||||||||||||||
| Note | 2024 | 2025 | 2025 | |||||||||||
| RM | RM | Convenience Translation USD | ||||||||||||
| Revenue | 17 | |||||||||||||
| Total revenue | ||||||||||||||
| Cost of sales | 18 | ( | ) | ( | ) | ( | ) | |||||||
| Total cost of sales | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||
| Selling and administrative expenses | 19 | ( | ) | ( | ) | ( | ) | |||||||
| Selling and administrative expenses from related parties | 19 | ( | ) | ( | ) | ( | ) | |||||||
| Income from operations before income tax | ||||||||||||||
| Other income | ||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||||
| Profit before income tax | ||||||||||||||
| Income tax expense | 15 | ( | ) | ( | ) | ( | ) | |||||||
| Net Profit for the period, representing total comprehensive income for the period | ||||||||||||||
| Profit attributable to: | ||||||||||||||
| Equity owners of the Company | ||||||||||||||
| Non-controlling interests | ||||||||||||||
| Total | ||||||||||||||
| Weighted Average Number of Common Shares Outstanding – Basic and Diluted | ||||||||||||||
| Basic and Diluted Net Income per Share | ||||||||||||||
The accompanying notes are an integral part ofthese unaudited interim condensed consolidated financial statements.
F-3
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Note | Number of outstanding shares | Share capital | Reserves | Retained earnings | Shareholders’ equity | Non-controlling interest | Total equity | |||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||||||||
| Balance at January 1, 2024 | ||||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||
| Balance at June 30, 2024 | ||||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ||||||||||||||||||||||||||||||
| Issuance of shares | 4 | |||||||||||||||||||||||||||||
| Net profit for the period | - | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||
| Note | Number of outstanding shares | Share capital | Reserves | Retained earnings | Shareholders’ equity | Non-controlling interest | Total equity | |||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | |||||||||||||||||||||||||
| Balance at June 30, 2024 | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ||||||||||||||||||||||||||||||
Equity transaction reflects changes in a parent’s ownership interestin a subsidiary that do not result in the parent losing control of the subsidiary.
The accompanying notes are an integral part ofthese unaudited interim condensed consolidated financial statements.
F-4
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| For the six months ended June 30, | |||||||||||||
| 2024 | 2025 | 2025 | |||||||||||
| RM | RM | Convenience Translation USD | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||
| Net (Loss)/Profit for the year | |||||||||||||
| Adjustments to reconcile net profit to net cash used in operating activities: | |||||||||||||
| Depreciation | |||||||||||||
| Amortization | |||||||||||||
| Provisions | ( | ) | ( | ) | ( | ) | |||||||
| Imputed interest of lease liability | |||||||||||||
| Finance costs | |||||||||||||
| Overdraft charges | |||||||||||||
| Income tax expenses | |||||||||||||
| Gain on disposal of plant & equipment | ( | ) | ( | ) | |||||||||
| Operating cash flows before movements in working capital | |||||||||||||
| Trade receivables | ( | ) | ( | ) | ( | ) | |||||||
| Other receivables and prepayment | ( | ) | ( | ) | |||||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ( | ) | |||||||
| Trade payables | ( | ) | |||||||||||
| Deferred revenue | ( | ) | |||||||||||
| Cash generated from operations | ( | ) | ( | ) | |||||||||
| Income tax paid | ( | ) | ( | ) | |||||||||
| Net cash provided by operating activities | ( | ) | ( | ) | |||||||||
| Investing activities | |||||||||||||
| Purchase of plant and equipment | ( | ) | ( | ) | ( | ) | |||||||
| Proceeds from disposal of plant and equipment | |||||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | |||||||
| Financing activities | |||||||||||||
| Proceeds from issuance of Class A ordinary shares upon the completion of IPO | |||||||||||||
| Termination of right-of-use asset | |||||||||||||
| Termination of lease | ( | ) | ( | ) | |||||||||
| Repayment of lease liabilities | ( | ) | ( | ) | ( | ) | |||||||
| Increase in fixed deposits | ( | ) | ( | ) | ( | ) | |||||||
| Overdraft charges paid | ( | ) | ( | ) | ( | ) | |||||||
| Loan interest paid | ( | ) | ( | ) | ( | ) | |||||||
| Proceeds from bank loans | |||||||||||||
| Repayment of bank loans | ( | ) | ( | ) | ( | ) | |||||||
| Proceeds from amount due to shareholders | ( | ) | |||||||||||
| Proceeds from amount due (from)/to directors | ( | ) | |||||||||||
| Net cash provided by financing activities | |||||||||||||
| Net increase in cash and cash equivalents | |||||||||||||
| Cash and cash equivalents at beginning of period | ( | ) | |||||||||||
| Cash and cash equivalents at end of period | 11 | ||||||||||||
The accompanying notes are an integral part ofthese unaudited interim condensed consolidated financial statements.
F-5
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Sagtec Global Limited (the “Company”)was incorporated in the British Virgin Islands on October 31, 2023 with registered office at Vistra Corporate Services Centre, WickhamsCay II, Road Town, Tortola, VG1110, British Virgin Islands while principal place of business of the Company at No. 43-2, Jalan BesarKepong, Pekan Kepong, 52100 Kuala Lumpur, Malaysia.
The group structure which representsthe operating subsidiaries and dormant companies as of the reporting date is as follow:
Details of the Company and its subsidiaries (collectively,the “Group”) are shown in the table below:
| Percentage of effective ownership | ||||||||||||||
| June 30, | ||||||||||||||
| Name | Date of incorporation | 2025 | 2024 | Place of incorporation | Principal activities | |||||||||
| % | % | |||||||||||||
| Sagtec Global Limited | ||||||||||||||
| Sagtec Group Sdn Bhd | ||||||||||||||
| CL Technologies (International) Sdn Bhd | ||||||||||||||
The Group develops IT products, services, and solutions using the subscriptionas a service model, generating stable and sustainable revenue from our SaaS offerings.
As described above, the Company, through a series of transactions whichis accounted for as a reorganization of entities under a common control (the “Reorganization”), will become the ultimate parentof its subsidiaries.
Through the reorganization, the Company will be the holding companyof its subsidiaries. Accordingly, the consolidated financial statements will be prepared on a consolidated basis by applying the principleof common control as if the reorganization has been completed at the beginning of the first reporting period.
Based on the above, the Group concluded that the Company and its subsidiariesare effectively controlled by the shareholder before and after the Reorganization and the Reorganization is considered under common control.The transactions above were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accountedfor at carrying value and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of thefirst period presented in the accompanying consolidated financial statements.
F-6
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES |
BASIS OF PREPARATION
The unaudited interim condensed consolidatedfinancial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below,and are drawn up in accordance with the provisions of the International Financial Reporting Standards (“IFRSs”) as issuedby the International Accounting Standards Board (“IASB”) for the six months ended June 30, 2025 and 2024.
These unaudited interim condensed consolidatedfinancial statements for the six months ended June 30, 2025 and 2024 should be read in conjunction with the Group’s last auditedannual consolidated financial statements for the years ended December 31, 2024 and 2023. They do not include all the informationand disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting Standard. However, selectedexplanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’sfinancial position and performance since last annual consolidated financial statements.
Historical cost is generally based onthe fair value of the consideration given in exchange for goods and services.
These unaudited interim condensed consolidatedfinancial statements were approved by the board of directors of the Company on June 30, 2025.
The board of directors has the powerto amend the financial statements after issue.
ADOPTION OF NEW AND REVISED STANDARDS
On January 1, 2023, the Group has adoptedthe new or amended IFRS and interpretations issued by the IFRS interpretations Committee (IFRS IC) that are mandatory for applicationfor the fiscal year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitionalprovisions in the respective IFRS and IFRS IC.
The adoption of these new or amendedIFRS and IFRS IC did not result in substantial changes to the Group’s accounting policies and had no material effect on the amountsreported for the current or prior financial years.
F-7
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
COMMON CONTROL & MERGER ACCOUNTING
The acquisition of entities, businessesor assets under common control are accounted for in accordance with merger accounting.
The combined financial statements incorporatethe financial statements of the combined entities or businesses in which the common control combination occurs as if they had been combinedfrom the date when the combining entities or businesses first came under the control of the controlling party.
The combined financial statements haveprepared using uniform accounting policies for like transactions and other events in similar circumstances.
All intra-group balances, transactions,income and expenses are eliminated in full on combination and the combined financial statements reflect external transactions only.
The net assets of the combined entitiesor businesses are combined using the existing carrying amounts from the controlling party’s perspective. No amount is recognizedin respect of goodwill or excess of the acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilitiesand contingent liabilities over the acquisition cost at the time of common control combination. All differences between the cost of acquisition(fair value of consideration paid) and the amounts at which the assets and liabilities are recorded, arising from common control combination,have been recognized directly in equity as part of the capital reserve.
The combined statements of profit orloss and other comprehensive income include the results of each of the combining entities or businesses from the earliest date presentedor since the date when the combined entities or businesses first came under the common control, where this is a shorter period, regardlessof the date of the common control combination.
Subsidiaries
Subsidiaries are entities controlledby the Group. The Group controls and entity when it is exposed to, or has rights to, variable returns from its involvement with the entityand has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included inthe unaudited interim condensed consolidated financial statements from the date that control commences until the date that control ceases.
Loss of control
Upon the loss of control, the Group derecognizesthe assets and liabilities of the subsidiary, any NCI, and the other components of equity related to the subsidiary. Any surplus or deficitarising on the loss of control is recognized in profit or loss. If the Group retains any interest in the former subsidiary, then suchinterest is measured at fair value at the date that control is lost.
F-8
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
CONVENIENCETRANSLATION
Translations of amounts in the unauditedinterim condensed consolidated statement of financial position, unaudited interim condensed consolidated statements of profit or lossand other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from RM into USD as of and for theyear ended June 30, 2025 are solely for the convenience of the reader. Unless otherwise noted, all translations from RM into USD for thefiscal year ended June 30, 2025 were calculated at of = or an average rate of = .
FINANCIAL ASSETS
Classification and measurement
Financial assets are recognized whena Group entity becomes a party to the contractual provisions of the instrument. All regular way purchases or sales of financial assetsare recognized and derecognized on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets thatrequire delivery of assets within the time frame established by regulation or convention in the market place.
Financial assets are initially measuredat fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS15 Revenue from Contracts with Customers (“IFRS 15”). Transaction costs that are directly attributable to the acquisitionof financial assets (other than financial assets at fair value through profit or loss (“FVTPL”)) are added to the fair valueof the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financialassets at fair value through profit or loss are recognized immediately in consolidated statement of profit or loss. The Group classifiesits financial assets at fair value through other comprehensive income, fair value through profit and loss and amortized cost.
The classification depends on the Group’sbusiness model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets.
| 1. | Financial assets at Fair Value through Profit or Loss (FVTPL)are initially recorded at fair value and transaction costs are expensed in the statements of income and comprehensive income. Realizedand unrealized gains and income arising from changes in the fair value of the financial asset held at FVTPL are included in the statementsof income and comprehensive income in the period in which they arise. There are no financial assets classified as FVTPL |
| 2. | Financial assets at Fair Value through Other Comprehensive Income (FVTOCI) are initially recognized atfair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair valuerecognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss followingthe derecognition of the investment. There are no financial assets classified as FVTOCI. |
| 3. | Financial assets at amortized cost are initially recognized at fair value, net of transaction costs, andsubsequently carried at amortized cost less any impairment. They are classified as current assets or non- current assets based on theirmaturity date. The Company has classified trade receivables, other receivables and amounts due from related parties at amortized cost. |
F-9
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
Impairment
The Group assesses at end of each reportingperiod whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Group recognizes expected creditlosses (“ECL”) for accounts receivable based on the simplified approach. The simplified approach to the recognition of expectedlosses does not require the Company to track the changes in credit risk; rather, the Company recognizes a loss allowance based on lifetimeexpected credit losses at each reporting date from the date of the accounts receivable.
The Group recognizes a loss allowancefor other receivable, amount due from director, shareholders and related parties based on 12 months expected credit losses at each reportingdate.
The Group measures expected credit lossby considering the risk of default over the contract period and incorporates forward-looking information into its measurement. ECLs area probability-weighted estimate of credit losses.
ECLs are measured as the difference inthe present value of the contractual cash flows that are due to the Company under the contract, and the cash flows that the Company expectsto receive. The Company assesses all information available, including past due status, and forward looking macro- economic factors inthe measurement of the ECLs associated with its assets carried at amortized cost.
The maximum period considered when estimatingECLs is the maximum contractual period over which the Company is exposed to credit risk.
Derecognition of financial assets
The Group derecognizes a financial assetonly when the contractual rights to the cash flow from the asset expire, or when it transfers the financial asset and substantially allthe risks and rewards of ownership of asset to another entity.
On derecognition of a financial assetmeasured at amortized cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivableis recognized in profit or loss.
FINANCIAL LIABILITIES
Financial liabilities are classifiedas either financial liabilities at FVTPL or at amortized cost. The Group determines the classification of its financial liabilities atinitial recognition.
Financial liabilities are classifiedas measured at amortized cost, net of transaction costs unless classified as FVTPL. The Group trade payables, other payables andaccrued liabilities, amounts due to related parties, lease liabilities and bank loans are classified as measured at amortized cost.
Derecognition of financial liabilities
The Group derecognizes financial liabilitieswhen, and only when, the Group’s obligation are discharged, cancelled or expired. The difference between the carrying amount ofthe financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
F-10
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
PLANT AND EQUIPMENT
Plant and equipment is recognized andsubsequently measured at cost less accumulated depreciation and any accumulated impairment losses, if any. When components of propertyand equipment have different useful lives they are accounted for separately.
| Computer and handphone | ||
| Equipment and machine | ||
| License | ||
| Right-of-use assets | ||
| Renovation |
Plant and equipment is derecognized upondisposal or when no future economic benefits are expected from its use. Any gain or loss arising from derecognition of the asset, beingthe difference between the net disposal proceeds and the carrying amount, is recognized in profit or loss.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Impairment of assets are reviewed atthe end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measuredby comparing the carrying values of the assets with their recoverable amounts. When the carrying amount of an asset exceeds its recoverableamount, the asset is written down to its recoverable amount and an impairment loss shall be recognized. The recoverable amount of an assetis the higher of the asset’s fair value less costs to sell and its value in use, which is measured by reference to discounted futurecash flows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific tothe asset. An impairment loss is recognized in profit or loss.
When there is a change in the estimatesused to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of theprevious impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortizationand depreciation) had no impairment loss been recognized. The reversal is recognized in profit or loss immediately.
LEASES
The Group as leasee
The Group assesses whether a contractis or contains a lease, at inception of the contract. The Group recognizes a right-of-use asset and corresponding lease liability withrespect to all lease arrangements in which it is the lessee, except for low-value assets and short-term leases with 12 months orless. For these leases, the Group recognizes the lease payments as an operating expense on a straight-line method over the term of thelease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets areconsumed.
The Group recognizes a right-of-use assetand a lease liability at the lease commencement date. The right-of-use assets and the associated lease liabilities are presented as aseparate line item in the statements of financial position.
F-11
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
Right-of-use asset
The right-of-use asset is initially measuredat cost. Cost includes the initial amount of the corresponding lease liability adjusted for any lease payments made at or before the commencementdate, plus any initial direct costs incurred, less any incentives received.
The right-of-use asset is subsequentlymeasured at cost less accumulated depreciation and any impairment losses, and adjustment for any remeasurement of the lease liability.The depreciation starts from the commencement date of the lease. If the lease transfers ownership of the underlying asset to the Groupor the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset isdepreciated over the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset to the earlier of theend of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of the right-of-use assets aredetermined on the same basis as those plant and equipment.
Lease liability
The lease liability is initially measuredat the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease.If this rate cannot be readily determined, the Group uses its incremental borrowing rate.
The lease liability is subsequently measuredat amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments (other thanlease modification that is not accounted for as a separate lease) with the corresponding adjustment is made to the carrying amount ofthe right-of-use asset, or is recognized in profit or loss if the carrying amount has been reduced to zero.
PROVISIONS
Provisions are recognized when the Grouphas a present obligation (legal or constructive) as a result of past events, when it is probable that an outflow of resources embodyingeconomic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewedat the end of each reporting period and adjusted to reflect the current best estimate. Where the effect of the time value of money ismaterial, the provision is the present value of the estimated expenditure required to settle the obligation. The discount rate shall bea pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwindingof the discount is recognized as interest expense in profit or loss.
Provision for warranties
The Group provides warranties for generalrepairs of defects. Provisions related to these assurance-type warranties are recognized when the product is sold. Initial recognitionis based on historical experience. The estimate of warranty-related costs is revised annually.
F-12
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
REVENUE RECOGNITION
Revenue is derived principally from services,tangible products, rental and others.
Revenue from services
Revenue from services is recognized overtime in the year in which the services rendered.
A receivable is recognized when the servicesare rendered as this is the point in time that the consideration is unconditional because only the passage of time is required beforethe payment is due.
| 1. | Subscription services from Speed + Pos software and QR orderingsystem revenue measured on time elapsed. |
| 2. | Software consultant and development services revenue measuredon contract milestone. |
| 3. | Social media management services revenue measured on timeelapsed. |
| 4. | Data management and analysis services revenue measured ontime elapsed. |
Revenue from tangible products
Revenue from tangible products is recognizedat a point in time when the goods have been delivered to the customer and upon its acceptance, and it is probable that the Group willcollect the considerations to which it would be entitled to in exchange for the goods sold.
Revenue from rental of machinery
Revenue from rental is recognized ata point in time, measured through time lapsed results in entitlement to collection of revenue.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cashin hand, bank balances, demand deposits, and short-term, highly liquid investments that are readily convertible to known amounts of cashand which are subject to an insignificant risk of changes in value with original maturity periods of three months or less.
Bank overdrafts are presented as currentborrowings in the statements of financial position.
SHARE CAPITAL
Ordinary shares are classified as equity.Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.
F-13
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
INCOME TAX
Current tax assets and liabilities arethe expected amount of income tax recoverable or payable to the taxation authorities, measured using tax rates and tax laws that havebeen enacted or substantively enacted at the end of the reporting period and are recognized in profit or loss except to the extent thatthe tax relates to items recognized outside profit or loss (either in other comprehensive income or directly in equity).
Deferred taxes are recognized using theliability method for temporary differences other than those that arise from the initial recognition of an asset or liability in a transactionwhich is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets and liabilities aremeasured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on theperiod.
Deferred tax assets are recognized forall deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profitswill be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized. The carryingamounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probablethat the related tax benefits will be realized.
Current and deferred tax items are recognizedin correlation to the underlying transactions either in profit or loss, other comprehensive income or directly in equity.
Current tax assets and liabilities ordeferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against currenttax liabilities and when the deferred taxes relate to the same taxable entity (or on different tax entities but they intend to settlecurrent tax assets and liabilities on a net basis) and the same taxation authority.
EMPLOYEE BENEFITS
Defined contribution plan
The Company participates in EmployeesProvident Fund (EPF), Malaysia’s national defined contribution plan, employees are required to contribute a specified percentageof their monthly salary to the EPF, which is deducted from their salaries each month. The company also contributes a specified percentagebased on the employees’ monthly salaries, as mandated by the EPF regulations. The Company’s contributions are recognized asan expense in the period when employees render related services, and this expense is recorded in the profit or loss statement under employeebenefits expense. A liability is recognized for unpaid contributions at the end of each reporting period, representing amounts due tothe EPF but not yet paid. Contributions are measured at the statutory rates applicable during the period. In the financial statements,the total amount of contributions made to the EPF during the reporting period is disclosed in the notes under employee benefits.
Actuarial risk (that benefits will beless than expected) and investment risk (that assets invested will be insufficient to meet expected benefits) fall, in substance, on theemployee.
F-14
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
DEFERRED OFFERING COSTS
Deferred offering costs are specificexpenses incurred during the process of preparing for an offering of securities, including legal, accounting, underwriting, and otherfees directly associated with the offering. These costs are initially recorded as an asset when incurred, provided it is probable thatthe offering will be successfully completed, and are capitalized as “Deferred Offering Costs” on the statement of financialposition. Only direct and incremental costs clearly attributable to the offering are capitalized, while general and administrative expensesnot directly related to the offering process are expensed as incurred. Upon successful completion of the offering, deferred offering costsare reclassified from the statement of financial position to the statement of comprehensive income and recognized as a reduction of theproceeds from the offering within equity. If it becomes probable that the offering will not be completed, all deferred offering costsare expensed immediately in the period this determination is made.
FOREIGN CURRENCY TRANSACTIONS
The functional currency used by the Companyis Malaysia Ringgit. Consequently, operations in currencies other than the Malaysian Ringgit are considered to be denominated in foreigncurrency and are recorded at the exchange rates in force on the dates of the operations.
At year-end, monetary assets and liabilitiesdenominated in foreign currency are converted by applying the exchange rate on the statement of financial position date. The profits orlosses revealed are charged directly to the profit and loss account for the year in which they occur. Non-monetary items in foreign currencymeasured in terms of historical cost are converted at the exchange rate on the date of the transaction.
The exchange differences of the monetaryitems that arise both when liquidating them and when converting them at the closing exchange rate, are recognized in the results of theyear, except those that are part of the investment of a business abroad, which are recognized directly in equity net of taxes until thetime of its disposal.
EARNINGS PER SHARE
Basic income per share is calculatedby dividing the income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding in the period.For all periods presented, the income attributable to ordinary shareholders equals the reported income attributable to owners of the Company.
Diluted income per share is calculatedby the treasury stock method. Under the treasury stock method, the weighted average number of ordinary shares outstanding for the calculationof diluted income per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used torepurchase ordinary shares at the average market price during the period.
The Company has no potentially dilutivesecurities, such as options or warrants, currently issued and outstanding, as of June 30, 2025 and December 31, 2024.
SEGMENT REPORTING
Operating segments are reported in amanner consistent with the internal reporting provided for decision maker, whose members are responsible for allocating resources andassessing the performance of the operating segments.
F-15
SAGTEC GLOBAL LIMITEDAND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2 | MATERIAL ACCOUNTING POLICIES (cont.) |
BORROWING AND BORROWING COSTS
Borrowings are classified as currentliabilities unless the Group has the unconditional right to postpone settlement for at least 12 months after the statement of financialposition date, in which case they are classified as non-current liabilities.
Borrowings are initially recorded atfair value, net of any transaction costs. They are then measured at amortized cost. The difference between the initial proceeds (afterdeducting transaction costs) and the repayment amount is recognized in profit or loss over the term of the borrowings using the effectiveinterest rate method.
Borrowing costs are recognized in profitor loss using the effective interest method except for borrowing costs that are directly attributable to the acquisition, constructionor production of a qualifying asset form part of the cost of that asset.
| 3 | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATIONUNCERTAINTY |
The preparation of these unaudited interimcondensed consolidated financial statements in conformity with IFRS require the directors of the Company to make judgements, estimatesand assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimatesand associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances,the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparentfrom other sources. Actual results may differ from these estimates.
The estimates and underlying assumptionsare reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if therevision affects only that period, or in the period of the revision and future periods if the revision affects both current and futureperiods.
The directors have considered the development,selection and disclosure of the Group’s critical accounting judgements and estimates. The key assumptions concerning the futureand other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a materialadjustment to the carrying amounts of assets and liabilities within the next financial year are described below:-
Useful lives of plant and equipment
The Group’s management determinesthe estimated useful lives and the related depreciation charge for the Group’s plant and equipment. This estimate is based on thehistorical experience of the actual useful lives of plant and equipment of similar nature and functions. Management will increase thedepreciation charge where useful lives are less than previously estimated lives, or will write off or write down technically obsoleteor non-strategic assets that have been abandoned or sold. Actual economic lives may differ from estimated useful lives. Periodic reviewcould result in a change in depreciable lives and therefore depreciation charge in the future periods.
Impairment of Trade Receivables
The Group uses the simplified approachto estimate a lifetime expected credit loss allowance for all trade receivables. The Group develops the expected loss rates based on thepayment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonableand supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carryingvalue of trade receivables.
F-16
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4 | ISSUANCE OF SHARES |
| Number of shares | RM | |||||||
| Balance as at December 31, 2023 | ||||||||
| Issuance of shares from Sagtec Global Limited | ||||||||
| Balance as at December 31, 2024 | ||||||||
| Proceeds from issuance of Class A ordinary shares upon the completion of IPO | ||||||||
| Balance as at June 30, 2025 | ||||||||
00) per shares, raising gross proceeds of RM
As of the reporting date, the offering-relatedexpenses had not yet been finalized, and therefore the full amount of gross proceeds has been presented within equity.
The Group will record the offering expenses asa deduction from equity in the subsequent reporting period, in accordance with IAS 32 – Financial Instruments: Presentation, whichrequires directly attributable transaction costs of an equity transaction to be accounted for as a deduction from equity, net of any relatedtax benefits.
| 5 | ACQUISITION OF CL TECHNOLOGIES (INTERNATIONAL) SDN. BHD. |
On January 1, 2024, the Company completedthe acquisition of CL Technologies (International) Sdn. Bhd. (CL Tech), a company located in Malaysia that provides food and beveragesoftware and server hosting services. The acquisition was made pursuant to a share purchase agreement dated January 1, 2024, betweenthe Company, and Kevin Ng Chen Lok and other individual non-controlling shareholders, collectively the
As part of the restructuring of the Company, theacquisition of entities, business or assets under common control are accounted for in accordance with merger accounting. Thedifference between the consideration paid and the share capital of the acquired entity is reflected within equity as a merger reserve.
| RM | Convenience Translation USD | |||||||
| Cash consideration | ||||||||
| Book value of | ( | ) | ( | ) | ||||
| Bargain purchase accounted as merger reserve in equity | ||||||||
| 6 | ACQUISITIONS OF SAGTEC GROUP SDN. BHD. |
On January 1, 2024, the Company completedthe acquisition of Sagtec Group Sdn. Bhd. (Sagtec Group), a company located in Malaysia that provides Food and beverage SAAS services.The acquisition was made pursuant to a share purchase agreement dated January 1, 2024, between the Company, and Kevin Ng Chen Lokand other individual non-controlling shareholders, collectively the
As part of the restructuring of the Company, theacquisition of entities, business or assets under common control are accounted for in accordance with merger accounting. Thedifference between the consideration paid and the share capital of the acquired entity is reflected within equity as a merger reserve.
| RM | Convenience Translation USD | |||||||
| Cash consideration | ||||||||
| Book value of | ( | ) | ( | ) | ||||
| Bargain purchase accounted as merger reserve in equity | ||||||||
F-17
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 7 | PLANT AND EQUIPMENT |
| As of January 1, 2024 | Addition | As of December 31, 2024 | Addition | Disposal | As of June 30, 2025 | As of June 30, 2025 | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | Convenience Translation USD | ||||||||||||||||||||||
| Plant and equipment, at cost | ||||||||||||||||||||||||||||
| Equipment & Machine | ( | ) | ||||||||||||||||||||||||||
| Computer & Handphone | ||||||||||||||||||||||||||||
| License | ||||||||||||||||||||||||||||
| Renovation | ||||||||||||||||||||||||||||
| Total cost | ( | ) | ||||||||||||||||||||||||||
| As of January 1, 2024 | Depreciation for the year | As of December 31, 2024 | Depreciation for the year | Disposal for the year | As of June 30, 2025 | As of June 30, 2025 | ||||||||||||||||||||||
| RM | RM | RM | RM | RM | RM | Convenience Translation USD | ||||||||||||||||||||||
| Accumulated Depreciation | ||||||||||||||||||||||||||||
| Equipment & Machine | ( | ) | ||||||||||||||||||||||||||
| Computer & Handphone | ||||||||||||||||||||||||||||
| License | ||||||||||||||||||||||||||||
| Renovation | ||||||||||||||||||||||||||||
| Total accumulated depreciation | ( | ) | ||||||||||||||||||||||||||
| As of December 31, 2024 | As of June 30, 2025 | As of June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Carrying Amount | ||||||||||||
| Equipment & Machine | ||||||||||||
| Computer & Handphone | ||||||||||||
| License | ||||||||||||
| Renovation | ||||||||||||
| Total carrying amount | ||||||||||||
F-18
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 8 | RIGHT OF USE ASSETS |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Right-Of-Use Assets, cost | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: New lease recognized | ||||||||||||
| Less: Termination | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||
| Right-Of-Use Assets, accumulated amortization | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Amortization of the year | ||||||||||||
| Less: Termination | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||
| Right-Of-Use Assets, carrying amount | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| As at end of the year/period | ||||||||||||
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Lease Liability | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: New lease recognized | ||||||||||||
| Add: Imputed interest | ||||||||||||
| Less: Principal repayment | ( | ) | ( | ) | ( | ) | ||||||
| Termination | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||
| Lease liability current portion | ||||||||||||
| Lease liability non-current portion | ||||||||||||
| Maturities of Lease | ||||||||||||
| Year ending December 31, 2025 | - | - | ||||||||||
| Year ending December 31, 2026 | - | - | ||||||||||
| Year ending December 31, 2027 | - | - | ||||||||||
| Year ending December 31, 2028 | - | - | ||||||||||
| Year ending December 31, 2029 | - | - | ||||||||||
| After December 31, 2029 | - | - | ||||||||||
| - | - | |||||||||||
| Maturities of Lease | ||||||||||||
| Period ending June 30, 2026 | - | |||||||||||
| Period ending June 30, 2027 | - | |||||||||||
| Period ending June 30, 2028 | - | |||||||||||
| Period ending June 30, 2029 | - | |||||||||||
| Period ending June 30, 2030 | - | |||||||||||
| After June 30, 2030 | - | |||||||||||
| - | ||||||||||||
F-19
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 9 | TRADE RECEIVABLES AND TRADE PAYABLES |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade receivables, gross | ||||||||||||
| Third parties | ||||||||||||
| Trade receivables, net | ||||||||||||
Trade receivables are non-interest bearing, generally on
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade payables, gross | ||||||||||||
| Third parties | ||||||||||||
| Trade payables, net | ||||||||||||
Trade payables are non-interest bearing, generally on
| 10 | OTHER RECEIVABLES AND OTHER PAYABLES |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Prepayments, deposits & other receivables | ||||||||||||
| Rental deposit | ||||||||||||
| Utility deposit | ||||||||||||
| Other deposits | ||||||||||||
| Other receivables | ||||||||||||
| Deferred offering costs | ||||||||||||
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Accrued liabilities & other payables | ||||||||||||
| Employee benefits payable | ||||||||||||
| Lease payable | ||||||||||||
| Accrued operating expenses | ||||||||||||
| Utilities payable | ||||||||||||
F-20
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 11 | CASH AND SHORT-TERM DEPOSITS |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Cash | ||||||||||||
| Pledged Deposits | ||||||||||||
| Total | ||||||||||||
Pledged deposits are fixed deposit pledged tobanks with maturity less than
For the purpose of presenting the consolidatedstatement of cash flows, cash and cash equivalents comprise the following at the end of the financial year
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Cash and short-term deposits | ||||||||||||
| Pledged Deposits | ( | ) | ( | ) | ( | ) | ||||||
| Bank Overdraft | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
| 12 | RELATED PARTIES DISCLOSURES |
| a. |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Payments made on behalf by director | ||||||||||||
| Employee benefit expenses charged from related parties | ||||||||||||
| Selling and administrative expenses charged from related parties | ||||||||||||
Related parties comprise mainly shareholders orcompanies controlled by director or shareholders.
| b. |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Ng Chen Lok, Chairman, CEO & Director | ||||||||||||
| - Director fee | ||||||||||||
| Zuria Hajar Bt Mohd Adnan, CFO & Director | ||||||||||||
| - Salary | ||||||||||||
| - Employer Contribution to Defined Contribution Plan | ||||||||||||
| - Employer Contribution to Insurance Scheme | ||||||||||||
| Loong Xin Yee, COO | ||||||||||||
| Tan Kim Chuan, CTO | ||||||||||||
| - Salary | ||||||||||||
| - Employer Contribution to Defined Contribution Plan | ||||||||||||
| - Employer Contribution to Insurance Scheme | ||||||||||||
| Lai Fuu Sing, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Pan Seng Wee, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
| Robert Michael Harrison Jr, Independent Director | ||||||||||||
| - Director fee | ||||||||||||
F-21
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 13 | PROVISIONS |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| As at beginning of the year/period | ||||||||||||
| Add: Provision for warranty during the year/period | ||||||||||||
| Less: Unclaimed warranty during the year/period | ( | ) | ( | ) | ( | ) | ||||||
| As at end of the year/period | ||||||||||||
The Group provides a one-year warranty on allfood kiosk ordering machines and power bank charging station sold, covering defects in materials and workmanship. The Group anticipatesthe utilization of provision within one year, any unutilized provision for warranty will be adjusted toward year end of each reportingperiod.
| 14 | BANK BORROWINGS AND BANK OVERDRAFT |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Current | ||||||||||||
| Bank overdraft | ||||||||||||
| Bank borrowings | ||||||||||||
| Non-current | ||||||||||||
| Bank borrowings | ||||||||||||
Bank overdraft
The bank overdraft is secured by the Group’s fixed deposits.The weightage average effective interest rate is
Bank borrowing
| Maturities of Bank Borrowing | ||||||||||||
| Year ending December 31, 2025 | ||||||||||||
| Year ending December 31, 2026 | ||||||||||||
| Year ending December 31, 2027 | ||||||||||||
| Year ending December 31, 2028 | ||||||||||||
| Year ending December 31, 2029 | ||||||||||||
| After December 31, 2029 | ||||||||||||
| Maturities of Bank Borrowing | ||||||||||||
| Period ending June 30, 2026 | ||||||||||||
| Period ending June 30, 2027 | ||||||||||||
| Period ending June 30, 2028 | ||||||||||||
| Period ending June 30, 2029 | ||||||||||||
| Period ending June 30, 2030 | ||||||||||||
| After June 30, 2030 | ||||||||||||
F-22
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14 | BANK BORROWINGS AND BANK OVERDRAFT (cont.) |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Fair value of non-current borrowing | ||||||||||||
| Undrawn borrowing facility | ||||||||||||
| Weighted average interest rate | % | % | % | |||||||||
All borrowings by the company are personally guaranteed by the director.In the event the company is unable to meet its loan obligations, the director will be held accountable and responsible for repaying theloans.
Reconciliation of liabilities arising from financing activities
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bank borrowing | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Proceeds from borrowing | ||||||||||||
| Scheduled repayment | ( | ) | ( | ) | ( | ) | ||||||
| Non-cash changes | ||||||||||||
| Finance cost | ||||||||||||
| As at end of the year/period | ||||||||||||
| Lease liability | ||||||||||||
| As at beginning of the year/period | ||||||||||||
| Scheduled repayment | ( | ) | ( | ) | ( | ) | ||||||
| Non-cash changes | ||||||||||||
| Addition during the year | ||||||||||||
| Imputed interest | ||||||||||||
| Termination | ( | ) | ( | ) | ||||||||
| As at end of the year/period | ||||||||||||
| Amount due from/(to) director | ||||||||||||
| As at beginning of the year/period | ( | ) | ||||||||||
| (Repayment)/Advance | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||
F-23
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 15 | INCOME TAX |
| As of | ||||||||||||||||
| June 30, 2024 | December 31, 2024 | June 30, 2025 | June 30, 2025 | |||||||||||||
| RM | RM | RM | Convenience Translation USD | |||||||||||||
| Tax payable | ||||||||||||||||
| As at beginning of the year/period | ||||||||||||||||
| Tax expenses | ||||||||||||||||
| Tax payment | ( | ) | ( | ) | ( | ) | ||||||||||
| As at end of the year/period | ||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||
| Accelerated tax depreciation | ||||||||||||||||
| As at beginning of the year/period | ||||||||||||||||
| Tax expenses | ( | ) | ||||||||||||||
| As at end of the year/period | ||||||||||||||||
| Income tax expenses | ||||||||||||||||
| - Current year | ||||||||||||||||
| - Origination of temporary differences | ( | ) | ||||||||||||||
| Total income tax expenses | ||||||||||||||||
A reconciliation between tax expense and theproduct of accounting profit multiplied by applicable corporate tax rate for the financial years ended June 30, 2024, December 31, 2024and June 30, 2025 were as follows:
| As of | ||||||||||||||||
| June 30, 2024 | December 31, 2024 | June 30, 2025 | June 30, 2025 | |||||||||||||
| RM | RM | RM | Convenience Translation USD | |||||||||||||
| Tax reconciliation | ||||||||||||||||
| Profit before tax | ||||||||||||||||
| Tax calculated at tax rate of | ||||||||||||||||
| Effects of: | ||||||||||||||||
| - Lower domestic tax rate applicable to respective profits** | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| - Different tax rates in jurisdiction* | ( | ) | ( | ) | ||||||||||||
| - Non-allowable expenditure | ||||||||||||||||
| - Income not subject to tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| - Utilization of previously unrecognized capital allowance | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax expenses | ||||||||||||||||
| * | |
| ** | The Company’s subsidiaries formed in Malaysia and is subject to the corporate tax on taxable income derived from its activities conducted in Malaysia. The first RM |
F-24
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 16 | RESERVES |
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bargain purchase accounted as merger reserve in equity from acquisition of CL Technologies (International) Sdn Bhd | ||||||||||||
| Bargain purchase accounted as merger reserve in equity from acquisition of Sagtec Group Sdn Bhd | ||||||||||||
| 17 | REVENUE |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Revenue from services | ||||||||||||
| Revenue from tangible products | ||||||||||||
| Revenue from non-related parties | ||||||||||||
| Total revenue | ||||||||||||
| Revenue from services | ||||||||||||
| Performance obligation satisfied over time | ||||||||||||
| Subscription services | ||||||||||||
| Software consultation and development services | ||||||||||||
| Social media management services | ||||||||||||
| Data management & analysis services | ||||||||||||
| Revenue from tangible products | ||||||||||||
| Performance obligation satisfied at point in time | ||||||||||||
| Food ordering kiosk with screen | ||||||||||||
| Power bank charging station | ||||||||||||
| Total revenue | ||||||||||||
Transaction priceallocated to remaining performance obligation
Management expects that the transaction priceallocated to remaining unsatisfied (or partially unsatisfied) performance obligation as at June 30, 2024 and 2025 may be recognized asrevenue in the next reporting periods as follows:
| As of | ||||||||||||||||
| June 30, 2024 | December 31, 2024 | June 30, 2025 | June 30, 2025 | |||||||||||||
| RM | RM | RM | Convenience Translation USD | |||||||||||||
| Unsatisfied and partially unsatisfied performance obligation | ||||||||||||||||
Unsatisfied performance obligation solely consistsof deferred revenue, money received for goods or services not yet delivered or performed.
F-25
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 18 | COST OF SALES |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Purchases | ||||||||||||
| Commissions | ||||||||||||
| Marketing | ||||||||||||
| Depreciation of plant and equipment | ||||||||||||
| Software development | ||||||||||||
| Server maintenance | ||||||||||||
| Employee benefit expenses | ||||||||||||
| Total | ||||||||||||
| 19 | EXPENSES BY NATURE |
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Employee benefit expenses | ||||||||||||
| - Director emoluments | ||||||||||||
| - Staff costs | ||||||||||||
| - Employer Contribution to Defined Contribution Plan | ||||||||||||
| - Employer Contribution to Insurance Scheme | ||||||||||||
| Depreciation of plant and equipment | ||||||||||||
| Amortization of ROU | ||||||||||||
| 20 | FAIR VALUE OF ASSETS & LIABILITIES |
Asset and liabilities not measured at fair value
Cash and bank balance, other receivables and payablescarrying amounts of these balances approximate their fair values due to the short-term nature of these balances.
Trade receivables and trade payables carryingamounts (including trade balances due from/to related parties) approximate their fair values as they are subject to normal trade creditterms.
Bank borrowings carrying amounts approximate theirfair values as they are subject to interest rates close to market rate of interests for similar arrangements with financial institutions.
F-26
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
The Company activities expose it to various risks,including market risk (comprising currency risk and interest rate risk), credit risk, and liquidity risk. The Company overall risk managementstrategy aims to minimize any adverse effects from the unpredictability of financial markets on its financial performance.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Financial assets at amortized cost | ||||||||||||
| Cash | ||||||||||||
| Trade receivables | ||||||||||||
| Other receivables | ||||||||||||
| Fixed deposits | ||||||||||||
| Financial liabilities at amortized cost | ||||||||||||
| Trade payables | ||||||||||||
| Other payables & accrued liabilities | ||||||||||||
| Bank and other borrowings | ||||||||||||
| Lease liabilities | ||||||||||||
| Amount due to director | ||||||||||||
Foreign Currency Risk
The Group expose to foreign currencyrisk due to transactions and balances denominated in currencies other than the functional currency of the respective entities of the Group,with the primary risk arising from the Chinese Renminbi (“RMB”). The Group closely monitor foreign currency risk on an ongoingbasis to ensure that our net exposure remains at an acceptable level.
The company is subject to minimal foreigncurrency risk due to its foreign supplier policy of making prepayments in advance of delivery, thus eliminating the need for credit terms.
Interest Rate Risk
The Group exposed to interest rate riskarise mainly from interest-bearing bank loans. The interest rates and repayment terms of these loans are disclosed in Note 14 of the financialstatements. Currently, The Group does not have an interest rate hedging policy. The sensitivity analysis below is based on our exposureto interest rates for non-derivative instruments at the end of the reporting period.
We use a 50-basis point increaseor decrease to report interest rate risk internally to key management personnel, as this represents management’s assessment ofa reasonably possible change in interest rates. If interest rates on loans had been 50 basis points higher or lower, with all othervariables held constant, our profit would decrease or increase by approximately RM
F-27
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.) |
Liquidity Risk
Liquidity risk arises mainly due to generalfunding and business activities. The Group practices prudent risk management by maintaining sufficient cash balances and the availabilityof funding through certain committed credit facilities. The table below analyses non-derivative financial liabilities of the Group intorelevant maturity groupings based on the remaining period from the statement of financial position date to the contractual maturity date.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Bank borrowings | ||||||||||||
| Repayment within: | ||||||||||||
| Less than 1 year | ||||||||||||
| Between 1 and 2 years | ||||||||||||
| Between 2 and 5 years | ||||||||||||
| Over 5 years | ||||||||||||
| Bank overdraft | ||||||||||||
| Repayment within less than 1 year | ||||||||||||
| Lease liabilities | ||||||||||||
| Repayment within: | ||||||||||||
| Less than 1 year | ||||||||||||
| Between 1 and 2 years | ||||||||||||
| Between 2 and 5 years | ||||||||||||
| Over 5 years | ||||||||||||
| Trade payable | ||||||||||||
| Repayment within less than 1 year | ||||||||||||
| Other payable | ||||||||||||
| Repayment within less than 1 year | ||||||||||||
| Amount due to director | ||||||||||||
| Repayment within less than 1 year | ||||||||||||
Credit Risk
Credit risk primarily arises from thepossibility of customers failing to fulfill their payment obligations for the services provided. The Group addresses this risk by conductingthorough customer screening and segmentation based on creditworthiness, setting appropriate credit limits, and enforcing stringent paymentterms such as upfront payments and short billing cycles.
Expected credit losses are measured asthe difference in the present value of the contractual cash flows that are due to the Company under the contract, and the cash flows thatthe Company expects to receive.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Trade receivable | ||||||||||||
| Collection within less than 1 year | ||||||||||||
| Other receivables | ||||||||||||
| Collection within less than 1 year | ||||||||||||
F-28
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21 | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont.) |
Capital Risk Management
The Group manages its capital to ensurethat entities within our Company will be able to maintain an optimal capital structure so as to support our businesses and maximize shareholdersvalue. To achieve this objective, we may make adjustments to the capital structure in view of changes in economic conditions, such asadjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.
The Group manage its capital based ondebt-to-equity ratio that complies with debt covenants and regulatory, if any. The debt-to-equity ratio is calculated as net debt dividedby total equity.
| As of | ||||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| RM | RM | Convenience Translation USD | ||||||||||
| Net debt | ||||||||||||
| Total equity | ||||||||||||
| Total capital | ||||||||||||
| Gearing ratio | % | % | % | |||||||||
| 22 | CONCENTRATIONS OF RISK |
Customer Concentration
For the period ended June 30,2024, the Company generated total revenue of RM
For the period ended June 30,2025, the Company generated total revenue of RM
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | Percentage of revenues | Trade receivables | ||||||||||||||||||||||
| RM | RM | % | % | RM | RM | |||||||||||||||||||
| SM Prominent Sdn Bhd | ||||||||||||||||||||||||
| KLC Ventures Sdn Bhd | ||||||||||||||||||||||||
| Dencity Group Sdn Bhd | ||||||||||||||||||||||||
| Rams Solutions Sdn Bhd | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
Vendor Concentration
For the period ended June 30, 2024, the Company incurred cost of saleof RM
For the period ended June 30,2025, the Company incurred cost of sale of RM
| For the six months ended June 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of sale | Percentage of cost of sales | Accounts payable, trade | ||||||||||||||||||||||
| RM | RM | % | % | RM | RM | |||||||||||||||||||
| Vendor A | ||||||||||||||||||||||||
| Vendor B | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
F-29
SAGTEC GLOBAL LIMITED AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 23 | OPERATING SEGMENTS |
Directors determine the basis of operating segmentsby analyzing the Group’s various revenue streams. They consider the nature of these revenues, the markets served, and the internalreporting structure. By segmenting the Group into distinct operating units, each with unique financial metrics and strategic goals, directorsgain clearer insights into performance. This segmentation informs business decisions and resource allocation, allowing directors to targetinvestments, manage costs, and optimize operations effectively for each segment.
The Group’s operations are located in Malaysia.All of the Group’s revenue from external customers based on the location of the Group’s operations is from Malaysia.
| For the six months ended June 30, 2024 | ||||||||||||||||||||||||
| SAAS Business | Software Customization | Data Analysis & Hosting Services | Outright Purchase | Others | Total | |||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Cost of Revenue | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross Profit | ( | ) | ( | ) | ||||||||||||||||||||
| Selling & Administrative Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income from operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Segment depreciation | ||||||||||||||||||||||||
| Segment amortization | ||||||||||||||||||||||||
| Segment Assets | ||||||||||||||||||||||||
| Segment Liabilities | ||||||||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||
| SAAS Business | Software Customization | Data Analysis & Hosting Services | Outright Purchase | Others | Total | |||||||||||||||||||
| RM | RM | RM | RM | RM | RM | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Cost of Revenue | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross Profit/(Loss) | ( | ) | ||||||||||||||||||||||
| Selling & Administrative Expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income from operations | ( | ) | ( | ) | ||||||||||||||||||||
| Segment depreciation | ||||||||||||||||||||||||
| Segment amortization | ||||||||||||||||||||||||
| Segment Assets | ||||||||||||||||||||||||
| Segment Liabilities | ||||||||||||||||||||||||
| 24 | SUBSEQUENT EVENTS |
The Company has evaluated subsequentevents through the date the financial statements were available to be issued. Based on this evaluation, there are no subsequent eventsthat require disclosure or adjustment to the financial statements as of the reporting date.
F-30
Exhibit 99.3
SagtecGlobal Limited Achieves 144% Growth in Revenue and 308% Profit Surge for 1H2025
KUALA LUMPUR, MALAYSIA, July 21, 2025 (GlobeNewswire)– Sagtec Global Limited (NASDAQ: SAGT) (“Sagtec” or the “Company”), a leading providerof customizable software solutions, today announced its audited financial results for the six month ended June 30, 2025 (the “InterimResults”) (the “Financial Results”).
| ● | Revenue surged 144% year-over-year (YoY)to US$11.4 million for six-month period ended June 30, 2025, driven by strong growth across both services and tangible products. |
| ● | Net profit rose 308% YoY to US$1.9 million,reflecting higher operating income, improved gross margins, and increased other income. |
| ● | Gross profit increased 173% to US$2.3 million,supported by robust demand and operating leverage. |
| ● | Cash position strengthened significantly toUS$454 thousand, compared to US$87.9 thousand at the beginning of the period. |
“Our record-breaking half-year results validateSagtec’s growth trajectory and resilience. We are delivering innovative, high-demand solutions across Malaysia’s digital ecosystem.Our strategy to scale both recurring software services and smart hardware deployments is yielding strong returns. Looking ahead, we remaincommitted to expanding our regional footprint and driving sustainable, tech-powered growth across Southeast Asia,” said Kevin Ng,Chairman, Executive Director and Chief Executive Officer of Sagtec.
FINANCIAL RESULTS
Sagtec’s revenue for the six monthsended June 30, 2025, surged to US$11.4 million, representing a 144% year-over-year increase from US$4.7 million in the same periodlast year. This robust performance reflects broad-based growth across the Company’s core business verticals, driven by acceleratingdemand for subscription-based software solutions, customized development services, and technology-enabled hardware offerings in the food& beverage (F&B) and related sectors.
| ● | Sagtec’srevenue from services surged by 107% to US$6.9 million for the six-month period ended June 30, 2025, compared to US$3.3 millionfor the same period in 2024. This significant growth was primarily driven by strong client retention through recurring subscription renewal,particularly for the Speed+ and QR ordering systems, as well as the successful onboarding of new customers across Malaysia’s F&Band adjacent industries. The Company also saw increased demand for its custom software development and social media management services,reflecting growing digitalization trends among small, mediam enterprises (SME). |
| ● | TheCompany’s revenue generated from tangible products grew by 237%, reaching US$4.4 million for the first half of 2025, comparedto US$1.3 million in the same period last year. This sharp increase was largely fueled by the accelerated rollout of food orderingkiosks with interactive screens, as businesses sought to automate front-of-house operations amid ongoing labor shortages. Additionally,the continued expansion of Sagtec’s power bank charging stations through strategic reseller networks contributed significantlyto revenue growth in this segment. |
| For the Six Month Ended June 30 | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| USD | USD | % | ||||||||||
| Revenue from services | 6,912,721 | 3,347,184 | 107 | % | ||||||||
| Revenue from tangible products | 4,449,929 | 1,318,575 | 237 | % | ||||||||
| Total Revenue | 11,362,650 | 4,665,759 | 144 | % | ||||||||
EBITDA grew 205% year-over-year, from US$809thousand in the first half of 2024 to US$2.47 million in the first half of 2025, reflecting strong revenue expansion, increased otherincome, and sustained operational efficiency.
Net income rose 308% year-over-year, increasingfrom US$456 thousand in the six months ended June 30, 2024, to US$1.86 million in the same period of 2025. The surge reflects strong revenuegrowth, improved gross margins, higher other income, and effective cost management.
Cost of sales was US$9.1 million for thesix months ended June 30, 2025, representing a 137% increase from US$3.8 million for the same period in 2024. The increase wasdriven by higher volume of business activities across both the services and tangible products segments, as Sagtec scaled its offeringsto meet growing market demand.
| ● | Costof sales from services increased by 110% to US$6.2 million, compared to US$3.0 million in the prior-year period. This increase wasprimarily attributed to higher infrastructure and maintenance costs resulting from the significant expansion of Sagtec’s subscriberbase. Additional server capacity, enhanced technical support, and system optimization initiatives were undertaken to maintain servicequality and availability. These investments were necessary to support recurring subscription models and enterprise-level software deploymentacross key client verticals. |
| ● | Expensesfor tangible products increased 242% to US$2.85 million, up from US$0.83 million for the same period in 2024. The increase correspondsdirectly to the sharp growth in unit sales of food ordering kiosks and power bank charging stations. As Sagtec expanded its hardwarefootprint through both direct and reseller channels, the company experienced higher procurement and assembly costs aligned with its broadercommercial rollout strategy. |
| ● | Costof sales from rentals remained unchanged at US$39 thousand, consistent with depreciation expenses related to previously deployedrental assets. No new rental activity was recorded during the period, as Sagtec continues to shift away from rental-based models towarddirect sales and third-party-supported hardware maintenance. |
| 2025 | 2024 | Change | ||||||||||
| USD | USD | % | ||||||||||
| Cost of Sales - Services | 6,215,145 | 2,965,735 | 110 | % | ||||||||
| Cost of Sales – Tangible Products | 2,845,834 | 832,878 | 242 | % | ||||||||
| Cost of Sales - Rental | 39,101 | 39,101 | 0 | % | ||||||||
| Total | 9,100,080 | 3,837,714 | 137 | % | ||||||||
Operating income rose significantly to US$1.87million for the six-month period ended June 30, 2025, representing a 222% increase from US$579 thousand in the same period of 2024.This substantial growth was fueled by strong topline performance across both services and tangible products, as well as effectiveand disciplined cost management. Despite rising operating expenses to support business expansion, Sagtec maintained operational efficiencyand delivered enhanced profitability.
Director compensation expenses increased by44% from US$93 thousand in the first half of 2024 to US$135 thousand in the first half of 2025. The increase reflects Sagtec’sperformance-based compensation framework, aligning rewards with strategic execution and financial performance. It also demonstrates thecompany’s commitment to attracting and retaining strong leadership as it continues to scale.
2
As a result of these factors, net profit surged308% year-over-year to US$1.86 million for the six months ended June 30, 2025, compared to US$456 thousand for the same period in2024. The strong earnings growth was supported not only by higher revenue and operating leverage but also by a significant increasein other income, including foreign exchange gains.
Basic and diluted earnings per share (EPS)stood at US$0.14, up from US$0.04 in the prior-year period. The increase in EPS highlights Sagtec’s expanding profitabilityand reinforces its ability to generate sustainable shareholder value as it continues executing its growth strategy.
CASH POSITION AND CAPITAL ALLOCATION
For the six months ended June 30, 2025, netcash used in operating activities was US$3.27 million, compared to a net inflow of US$674 thousand in the same period of 2024.This shift was primarily due to working capital movements, including a significant increase in other receivables and prepayments, as Sagtecscaled operations to meet growing client demand. While net profit and non-cash adjustments remained strong, short-term liquidity wasimpacted by timing differences in receivables and payables related to ongoing expansion initiatives.
Net cash used in investing activities rosesharply to US$3.56 million in the first half of 2025, compared to US$625 thousand in the first half of 2024. The increase reflectsSagtec’s continued investment in strategic assets, including major upgrades to plant and equipment, as well as new software licenseacquisitions to support long-term scalability and product innovation.
In contrast, net cash generated from financingactivities surged to US$7.20 million during the period, up from US$81 thousand a year earlier. The strong inflow was primarily drivenby the successful issuance of new share capital and additional financing facilities, which were used to support infrastructure investmentsand balance sheet strengthening.
As a result of these movements, cash and cashequivalents increased to US$454 thousand as of June 30, 2025, up from US$87.9 thousand at the beginning of the period. This improvementreflects Sagtec’s enhanced capital management and reinforces the company’s ability to support growth through a combinationof equity and internally generated capital.
About Sagtec Global Limited
Sagtec is a leading provider of customizable softwaresolutions, primarily serving the Food & Beverage (F&B) sector. The Company also offers software development, data management,and social media management to enhance operational efficiency across various industries, including Key Opinion Leaders (KOLs). Additionally,Sagtec operates power-bank charging stations at 300 locations across Malaysia through its subsidiary, CL Technology (International) SdnBhd.
For more information on the Company, please logon to https://www.sagtec-global.com/.
Contact Information:
Sagtec Global Limited Contact:
Ng Chen Lok
Chairman, Executive Director & Chief ExecutiveOfficer
Telephone +6011-6217 3661
Email: info@sagtec-global.com
3