VCI Global Ltd (Form: 6-K, Received: 10/07/2025 06:01:40)

Exhibit 99.2

VCI Global Limited and Subsidiaries
BVI Registration Number: 2035574

Interim Unaudited Condensed Consolidated Financial Statements

VCI Global Limited and Subsidiaries

Interim unaudited condensed consolidated financial statements

Interim unaudited condensed consolidated statements of financial position

	Note	As of June 30, 2025 (Unaudited)						As of December 31, 2024 (Audited)
		RM			US$			RM			US$
ASSETS

Non-current assets
Financial assets measured at fair value through other comprehensive income	4		427,165,899			101,399,553			127,618,662			28,547,482
Property and equipment	6		4,710,985			1,118,282			2,561,914			573,084
Right-of-use of assets	7		2,116,231			502,345			539,443			120,670
Intangible assets	8		50,434,873			11,972,102			32,583,106			7,288,633
Loan receivables	11		72,092,633			17,113,166			29,336,072			6,562,292
Total non-current assets			556,520,621			132,105,448			192,639,197			43,092,161

Current assets
Trade and other receivables	10		155,103,358			36,818,040			134,153,017			30,009,175
Loan receivables	11		76,493,916			18,157,931			45,971,489			10,283,529
Tax recoverable			462,548			109,799			330,702			73,976
Cash and bank balances	12		9,642,860			2,288,998			36,214,258			8,100,899
Total Current assets			241,702,682			57,374,768			216,669,466			48,467,579

Total assets			798,223,303			189,480,216			409,308,663			91,559,740

LIABILITIES AND EQUITY

Current liabilities
Trade and other payables	13		39,327,349			9,335,426			19,737,412			4,415,133
Warrant liabilities	16		140,304			33,305			148,887			33,305
Lease liabilities	14		650,739			154,471			368,501			82,431
Bank and other borrowings	15		600,000			142,426			717,300			160,455
Amount due to related parties	30		16,409,663			3,895,284			2,177,580			487,111
Contract liabilities	17		48,168,158			11,434,035			-			-
Total current liabilities			105,296,213			24,994,947			23,149,680			5,178,435

Non-current liabilities
Lease liabilities	14		1,520,784			361,000			167,879			37,553
Bank and other borrowings	15		-			-			98,059			21,936
Total non-current liabilities			1,520,784			361,000			265,938			59,489

Total liabilities			106,816,997			25,355,947			23,415,618			5,237,924

Capital and reserves
Share capital	18		646,323,840			153,422,708			341,516,993			76,395,175
Capital reserve	19		6,532,560			1,550,682			6,532,560			1,461,292
Fair value reserve	20		(4,193,493	)		(995,440	)		(2,148,458	)		(480,596	)
Translation reserve	21		(22,701,463	)		(5,388,815	)		(4,387,851	)		(981,534	)
Retained earnings			65,450,683			15,536,516			44,385,412			9,928,734
Attributable to equity owners of the Company			691,412,127			164,125,651			385,898,656			86,323,071
Non-controlling interests			(5,821	)		(1,382	)		(5,611	)		(1,255	)
Total equity			691,406,306			164,124,269			385,893,045			86,321,816

Total equity and liabilities			798,223,303			189,480,216			409,308,663			91,559,740

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

F-1

VCI Global Limited and Subsidiaries

Interim unaudited condensed consolidated financial statements

Interim unaudited condensed consolidated statements of comprehensive income

	Note		Six months ended June 30, 2025						Six months ended June 30, 2024
			RM			US$			RM			US$
Revenue				78,963,971			18,744,266			61,483,330			13,033,862
Revenue – related party				-			-			3,268,262			692,839
Total revenue		22		78,963,971			18,744,266			64,751,592			13,726,701

Other income		23		1,714,372			406,953			491,401			104,172
Cost of services		24		(15,431,359	)		(3,663,057	)		(3,981,563	)		(844,052	)
Depreciation of property and equipment and right-of-use assets		6&7		(871,637	)		(206,907	)		(510,568	)		(108,235	)
Amortization of intangibles assets		8		(995,845	)		(236,391	)		-			-
Directors’ fees		25		(14,748,787	)		(3,501,030	)		(10,672,584	)		(2,262,483	)
Employee benefits expenses		25		(11,010,726	)		(2,613,698	)		(7,705,426	)		(1,633,475	)
Provision for allowance for expected credit losses on trade and other receivables				(3,377,614	)		(801,769	)		(368,459	)		(78,110	)
Provision for allowance for expected credit losses on loan receivables				(117,029	)		(27,780	)		-			-
Rental expenses		29		(200,895	)		(47,688	)		(269,160	)		(57,059	)
Legal and professional fees				(4,469,259	)		(1,060,901	)		(3,531,157	)		(748,571	)
Finance cost		26		(50,012	)		(11,872	)		(28,786	)		(6,102	)
Other operating expenses		27		(9,760,217	)		(2,316,855	)		(11,935,191	)		(2,530,143	)
Profit before income tax				19,644,963			4,663,271			26,240,099			5,562,643
Income tax expense		28		-			-			(826,402	)		(175,189	)
Profit for the period				19,644,963			4,663,271			25,413,697			5,387,454

Other comprehensive income/(loss):
Currency translation arising from consolidation				(18,313,612	)		(4,347,239	)		-			-
Fair value adjustment on financial assets measured at fair value through other comprehensive income				(624,937	)		(148,346	)		(5,536,577	)		(1,173,700	)
Transfer upon disposal of equity instruments				(1,420,098	)		(337,099	)		(7,018,825	)		(1,487,922	)
Total comprehensive (loss)/income for the period				(713,684	)		(169,412	)		12,858,295			2,725,832

Profit attributable to:
Equity owners of the Company				19,645,173			4,663,321			27,909,404			5,916,519
Non-controlling interests				(210	)		(50	)		(2,495,707	)		(529,065	)
Total				19,644,963			4,663,271			25,413,697			5,387,454

Total comprehensive income attributable to:
Equity owners of the Company				(713,474	)		(169,362	)		15,354,002			3,254,897
Non-controlling interests				(210	)		(50	)		(2,495,707	)		(529,065	)
				(713,684	)		(169,412	)		12,858,295			2,725,832

Earnings per share - Basic and diluted				212.40			50.42			1,190.50			252.38

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

EARNINGS PER SHARE

	June 30,
	2025		2024
Weighted average number of ordinary shares used in computing earnings – basic and diluted*		92,488		21,347

*	Giving retroactive effect to 1 to 49 reverse share split effected on November 5, 2024, 1 to 20 reverse share split effected on April 3, 2025, and 1 to 30 reverse share split effected on September 16, 2025.

F-2

VCI Global Limited and Subsidiaries

Interim unaudited condensed consolidated financial statements

Interim unaudited condensed consolidated statements of changes in equity

				Attributable to equity owners of the Company
		Share capital		Capital reserve		Fair value reserve			Translation reserve			Retained earnings			Total			Non- controlling interests			Total equity
	Note		RM		RM		RM			RM			RM			RM			RM			RM
Balance at January 1, 2024			44,009,131		6,532,560		1,676,880			2,696,335			42,147,317			97,062,223			(4,092,360	)		92,969,863

Profit for the period			-		-		-			-			27,909,404			27,909,404			(2,495,707	)		25,413,697

Fair value change on financial assets, at fair value through other comprehensive income			-		-		(7,018,825	)		-			-			(7,018,825	)		-			(7,018,825	)

Transfer upon disposal of equity instruments			-		-		-			-			(5,536,577	)		(5,536,577	)		-			(5,536,577	)

Exchange differences on translating foreign operations			-		-		-			2,792,438			(15,140	)		2,777,298			-			2,777,298

Total comprehensive income for the period			-		-		(7,018,825	)		2,792,438			22,357,687			18,131,300			(2,495,707	)		15,635,593

Increase in non-controlling interest			-		-		-			-			-			-			618,924			618,924

Issuance of share capital			127,576,897		-		-			-			-			127,576,897			-			127,576,897

Balance at June 30, 2024			171,586,028		6,532,560		(5,341,945	)		5,488,773			64,505,004			242,770,420			(5,969,143	)		236,801,277

Balance at January 1, 2025			341,516,993		6,532,560		(2,148,458	)		(4,387,851	)		44,385,412			385,898,656			(5,611	)		385,893,045

Profit for the period			-		-		-			-			19,645,173			19,645,173			(210	)		19,644,963

Fair value change on financial assets, at fair value through other comprehensive income			-		-		(624,937	)		-			-			(624,937	)					(624,937	)

Transfer upon disposal of equity instruments			-		-		(1,420,098	)		-			1,420,098			-			-			-

Exchange differences on translating foreign operations			-		-		-			(18,313,612	)		-			(18,313,612	)		-			(18,313,612	)

Total comprehensive loss for the period			-		-		(2,045,035	)		(18,313,612	)		(21,065,271	)		(706,624	)		(210	)		(706,414	)

Issuance of share capital			304,806,847		-		-			-			-			304,806,847			-			304,806,847

Balance at June 30, 2025			646,323,840		6,532,560		(4,193,493	)		(22,701,463	)		65,450,683			691,412,127			(5,821	)		691,406,306

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

F-3

VCI Global Limited and Subsidiaries

Interim unaudited condensed consolidated financial statements

Interim unaudited condensed consolidated statements of cash flows

	Note	Six months ended June 30, 2025						Six months ended June 30, 2024
		RM			US$			RM			US$
Operating activities
Profit before income tax			19,644,963			4,663,271			26,240,099			5,562,643
Adjustments for:
Provision for allowance for expected credit losses on trade receivables			3,377,614			801,769			368,459			78,110
Provision for allowance for expected credit losses on loan receivables			117,029			27,780			-			-
Non-cash revenue			(24,925,703	)		(5,916,800	)		(26,888,040	)		(5,700,000	)
Reversal on impairment allowance of trade receivables			-			-			(64,384	)		(13,649	)
Reversal on impairment allowance of other receivables			(625,137	)		(148,393	)		-			-
Bad debt written-off			-			-			889			189
Unrealised foreign exchange gain			-			-			(95,198	)		(20,182	)
Depreciation of property and equipment			222,546			52,827			178,319			37,802
Depreciation of ROU			649,091			154,080			332,249			70,433
Amortisation of intangible assets			995,845			236,391			-			-
Share based payment			1,644,554			390,380			-			-
Share option expenses			1,690,755			401,347			-			-
Director fee paid in shares			14,576,071			3,460,031			5,969,039			1,265,377
Professional fees			1,098,219			260,692			1,419,630			300,948
Loss on disposal of financial assets, at fair value through profit and loss			(138,570	)		(32,893	)		-			-
Interest expense			49,958			11,859			28,773			6,102
Interest income			(19,435	)		(4,613	)		(3,771	)		(799	)
Operating cash flow before movement in working capital			18,357,800			4,357,728			7,486,063			1,586,974
Trade receivables			(25,325,004	)		(6,011,585	)		(22,445,321	)		(4,758,187	)
Other receivables			20,414,035			4,845,832			(5,908,844	)		(1,252,617	)
Deposits and prepayment			(3,774,718	)		(896,033	)		1,189,669			252,198
Loan receivables			(73,396,017	)		(17,422,560	)		(26,570,247	)		(5,632,631	)
Trade and other payables			19,819,810			4,704,776			1,642,931			348,285
Contract liabilities			48,168,158			11,434,035			-			-
Cash generated from/(used in) operations			4,264,064			1,012,193			(44,605,749	)		(9,455,978	)
Income tax paid			(182,492	)		(43,319	)		(371,443	)		(78,742	)
Net cash generated from/(used in) operating activities			4,081,572			968,874			(44,977,192	)		(9,534,720	)

Investing activities
Acquisition of property and equipment			(2,562,064	)		(608,176	)		(746,681	)		(158,289	)
Purchase of intangible assets			(20,681,021	)		(4,909,208	)		(3,137,840	)		(665,191	)
Interest received			19,435			4,613			3,771			799
Acquisition of financial assets measured at fair value through other comprehensive income			(178,176,667	)		(42,295,124	)		-			-
Proceeds from disposal of financial assets measured at fair value through other comprehensive income			9,680,659			2,297,970			9,011,505			1,910,350
Net cash used in investing activities			(191,719,658	)		(45,509,925	)		5,130,755			1,087,669

Financing activities
Proceeds from issuance of share capital			160,514,477			38,102,518			29,107,413			6,170,485
Proceeds from following public offering, net of issuance costs			-			-			10,915,837			2,314,050
Interest paid			(49,958	)		(11,859	)		(28,773	)		(6,102	)
Repayment of bank borrowings			(39,100	)		(9,281	)		(77,519	)		(16,433	)
Advance to/from related parties			14,007,428			3,325,048			(1,300,359	)		(275,663	)
Repayment of operating lease			(635,970	)		(150,965	)		(318,225	)		(67,461	)
Contribution from non-controlling interest			-			-			618,924			131,206
Net cash generated from financing activities			173,796,877			41,255,461			38,917,298			8,250,082

Net decrease in cash and cash equivalents			(13,841,209	)		(3,285,590	)		(929,139	)		(196,969	)
Effect of foreign exchange			(12,730,189	)		(2,526,311	)		2,164,575			431,472
Cash and bank balances at beginning of the period			36,214,258			8,100,899			4,637,279			1,010,455
Cash and bank balances at end of the period			9,642,860			2,288,998			5,872,715			1,244,958

	Note	Six months ended June 30, 2025						Six months ended June 30, 2024
		RM			US$			RM			US$
Supplemental non-cash flows information

Non-cash operating activities
Non-cash revenue			(24,925,703	)		(5,916,800	)		(26,888,040	)		(5,700,000	)
Professional fees			1,098,219			260,692			1,419,630			300,948
Share based payment			1,644,554			390,380			-			-
Share option expenses			1,690,755			401,347			-			-
Director fee paid in shares			14,576,071			3,460,031			5,969,039			1,265,377

Non-cash investing activities
Acquisition of financial assets measured at fair value through other comprehensive income (Quantgold Data Group Limited), as disclosed in Note 4 ⁽⁸⁾			126,381,000			30,000,000			-			-
Acquisition of financial assets measured at fair value through other comprehensive income (Sagtec Global Limited), as disclosed in Note 4 ⁽³⁾			8,917,443			2,116,800

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

F-4

VCI Global Limited and Subsidiaries

Interim unaudited condensed consolidated financial statements

1	ORGANIZATION AND PRINCIPAL ACTIVITIES

Organization and reorganization

VCI Global Limited was incorporated in the British Virgin Islands on April 29, 2020. The registered office of the Company is situated at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands. The principal place of business of the Company is situation at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia.

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

F-5

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

	Percentage of effective ownership
Name	Date of incorporation	June 30, 2025		December 31, 2024		Place of incorporation	Principal activities
		%		%
VCI Global Limited	29.04.2020		100		100	British Virgin Island	Holding company.
V Capital Kronos Berhad	01.09.2020		100		100	Malaysia	Holding company.
VCI Global Brands Sdn. Bhd.	19.08.2014		100		100	Malaysia	Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory.
Accuventures Sdn Bhd	22.06.2015		100		100	Malaysia	Provision of technology development, computer software programming and holding company.
Credilab Sdn Bhd	26.08.2020		100		100	Malaysia	Carry on licensed money lending activities, consulting, information technology development, and computer software programming.
V Capital Advisory Sdn Bhd	12.02.2018		100		100	Malaysia	Provision of corporate and business advisory in relation to corporate listing exercise, equity investment, corporate restructuring, merger and acquisition and corporate finance.
V Capital Quantum Sdn Bhd	18.01.2018		100		100	Malaysia	Provision of information technology development, business consultancy services and holding company.
V Capital Consulting Limited	01.03.2016		100		100	British Virgin Island	Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory.
Generative AI Sdn Bhd	21.07.2023		100		100	Malaysia	Provision of Artificial Intelligence, image processing, communication, networking & process control software services.
Imej Jiwa Communication Sdn Bhd	29.10.2012		-		100	Malaysia	Provision of investor relation consultation services.
AB Management and Consultancy Services Sdn Bhd	04.05.2020		93.34		93.34	Malaysia	Holding company.
V Capital Real Estate Sdn Bhd	05.07.2021		100		100	Malaysia	Provision of real estate management consultancy services.
VCI Robotics Sdn Bhd (formerly known as VCI Wootzano Robotics Sdn Bhd)	12.10.2021		100		100	Malaysia	Dormant.
VCI Energy Sdn Bhd	12.11.2021		100		100	Malaysia	Dormant.
VCI Global Brands Limited	29.04.2020		100		100	British Virgin Island	Holding company
V Galactech Sdn Bhd	12.01.2022		100		100	Malaysia	Provision of information technology development.
V Capital Real Estate Limited	08.02.2024		100		100	British Virgin Island	Holding company
V Capital Consulting Group Limited	24.12.2024		100		100	British Virgin Island	Holding company.
V Gallant Limited (formerly known as VC AI Limited)	19.08.2024		100		100	British Virgin Island	Holding company.
VC AI Sdn Bhd	16.12.2024		100		100	Malaysia	Holding company
Quantgold Data (Malaysia) Sdn Bhd (formerly known as AI Computer Center Malaysia Sdn Bhd)	12.07.2024		100		100	Malaysia	Dormant.
V Gallant Sdn Bhd	18.09.2024		100		100	Malaysia	Trading of high-performance servers, information technology hardware
Smart Bridge Technology Limited (formerly known as VCI Technologies Limited)	13.05.2024		100		100	British Virgin Island	Provision of information technology development.
Aisecure Limited	09.01.2025		100		-	British Virgin Island	Dormant
Cyclone Security Sdn Bhd	17.12.2024		100		-	Malaysia	Dormant
VCI Energy Limited	05.02.2025		100		-	British Virgin Island	Dormant
VCI Global (Singapore) Pte Ltd	10.03.2025		100		-	Singapore	Provision of corporate and business advisory services in corporate finance, corporate structuring and restructuring, listings on recognised stock exchanges, and fintech advisory.

F-6

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

Principal activities

The Company is a holding company. The principal activities of the Company and its subsidiaries (collectively referred to as the “Company” or “the Group”) are the provision of business strategy consultancy and technology development solution consultancy.

2	MATERIAL ACCOUNTING POLICIES

BASIS OF PREPARATION

The accompanying unaudited condensed consolidated financial statements of the Company has been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting issued by the International Accounting Standards Board (“IASB”) and pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, have been omitted pursuant to those rules and regulations. The unaudited interim condensed financial information should be read in conjunction with the audited financial statements and the notes thereto, included in the audited consolidated financial statements of the Company for the year ended December 31, 2024 (“Annual Financial Statement”).

In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited interim condensed consolidated statements of financial position as of June 30, 2025, unaudited interim condensed consolidated statements of profit or loss and comprehensive income, changes in equity and cash flows for the six months ended June 30, 2025 and 2024, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

FAIR VALUE MEASUREMENTS

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

F-7

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

●

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

●

Level 3 inputs are unobservable inputs for the asset or liability.

BASIS OF CONSOLIDATION

(a)

Consolidation

Subsidiary corporations are all entities (including structured entities) over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiary corporations are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date that control ceases.

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

F-8

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

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

(i)

The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements;

(ii)

The Company will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and

(iii)

No new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve or deficit.

(b)

Acquisitions

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

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

Acquisition-related costs are expensed as incurred.

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

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

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

(c)

Disposals

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

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

(d)

Transactions with non-controlling interests

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

F-9

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

CONVENIENCE TRANSLATION

Translations of amounts in the unaudited interim condensed consolidated statement of financial position, unaudited interim condensed consolidated statements of profit or loss and other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from RM into USD as of and for the year ended June 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = RM4.2127, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate or at any other rate.

FINANCIAL ASSETS

(a)

Classification and measurement

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

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

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

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

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

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

At subsequent measurement - Debt instrument

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

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

(b)

Recognition and derecognition

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

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

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

F-10

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

Classification as debt or equity

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

Equity instruments

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

Financial liabilities

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

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

Derecognition of financial liabilities

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

Offsetting financial instruments

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

WARRANT LIABILITIES

Warrant liabilities are initially recognised at fair value on the date of issuance and subsequently carried at its fair value. Changes in fair value are recognised in the profit or loss. When the Company issues equity instruments to extinguish all or part of the liability, a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of financial liability and the fair value of the equity instruments issued.

F-11

VCI Global Limited and Subsidiaries

Interim unaudited condensed consolidated financial statements

PROPERTY AND EQUIPMENT

(a)

Measurement

(i)

Property and equipment

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

(ii)

Components of costs

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

(b)

Depreciation

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

Office renovation	-	10 years
Office equipment	-	5 years
Furniture and fittings	-	5 years
Computer and software	-	10 years
Right of use asset - premise	-	3 years
Right of use asset - motor vehicles	-	10 years

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

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

(c)

Subsequent expenditure

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

(d)

Disposal

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

INTANGIBLE ASSETS

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

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

●

it is technically feasible to complete the intangible asset so that it will be available for use or sale;

●

management intends to complete the intangible asset and use or sell it;

●

there is an ability to use or sell the asset;

●

it can be demonstrated how the intangible asset will generate future economic benefits;

●

adequate resources to complete the development and to use or sell the intangible asset are available; and

●

the expenditures attributable to the intangible asset during its development can be reliably measured.

F-12

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

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

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

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

REVENUE RECOGNITION

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

●

Step 1: Identify the contract(s) with a client

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognise revenue when (or as) the Company satisfies a performance obligation

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

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

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

●

the client simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs;

●

the Company’s performance creates or enhances an asset that the client controls as the asset is created or enhanced; or

●

the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

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

Business Strategy Consultancy

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

Our contracts for listing advisory for IPO services are typically within 12 to 18 months in duration. Revenue is recognised over time. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognised as amount become billable in accordance with the contract terms. Revenues from fixed-priced contracts are generally recognised using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the client.

When the Company is acting as a principal, the Company accounts for the revenue generated from IPO services on a gross basis as the Company is primarily responsible for fulfilling the promise to provide the specified services to customer, which the Company has control over the services rendered and also obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to credit risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with IFRS 15. The Company determined that it is primarily responsible for fulfilling the promised service as the Company has contractual obligation to engage various professional parties involved in the IPO, as well as settlement of professional fees to these professional parties.

For non-IPO services such as advisory and solutions, investors relations and boardroom strategies consultancy, revenue is recognized at a point in time when services has been rendered and accepted by customers, and there is no unfulfilled obligation from the Company.

No element of financing is deemed present as typical payment term is 30 days from the date of issuance of invoice.

F-13

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

Technology development

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

Technology development

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

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

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

Solutions and consultancy

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

Interest income

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

CASH AND CASH EQUIVALENTS

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

INCOME TAX

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

F-14

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

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

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

Deferred income tax is measured:

(i)

at the tax rates that are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

(ii)

based on the tax consequence that will follow from the manner in which the Company expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities except for investment properties. Investment property measured at fair value is presumed to be recovered entirely through sale.

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

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

FOREIGN CURRENCY TRANSACTIONS

(a)

Functional and presentation currency

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

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

	December 31,		June 30,
	2024		2024		2025
RM to US$ at the end of the period		4.4704		4.7172		4.2127
RM to US$ average rate		4.5606		4.7321		4.3561

F-15

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

(b)

Transactions and balances

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

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

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

(c)

Translation of Company entities’ financial statements

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

(i)

assets and liabilities are translated at the closing exchange rates at the reporting date;

(ii)

income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and

(iii)

all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation.

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

F-16

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

EARNINGS PER SHARE

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

SEGMENT REPORTING

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

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

3	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

Critical judgements in applying the Company’s accounting policies

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

F-17

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

Key sources of estimation uncertainty

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

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

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

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

Provision for allowance for ECL for trade receivables, other receivables and loan receivables

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

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

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.

Depreciation of plant and equipment

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

Fair value of warrant liabilities

The Company accounts the warrants as financial liabilities in accordance with IFRS 9 Financial Instruments and IFRS 13 Fair Value Measurement, where the terms of the instruments do not meet the criteria for classification as equity under IAS 32 Financial Instruments: Presentation. The warrants are not considered equity instruments because they are cash-settled and include features such as anti-dilution provisions, which prevent them from being considered as “fixed-for-fixed” equity instruments.

Fair value of warrant liabilities are determined using Black Scholes option pricing model as valuation technique, which is suitable for instruments with complex features, including anti-dilution adjustments. Key valuation inputs include the Company’s share price, expected volatility, time to expiry, risk-free interest rate, and dividend yield, if applicable.

F-18

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

4	FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

	December 31, 2024			June 30, 2025
	RM			RM			US$

At beginning of year		38,368,829			127,618,662			28,547,482
Addition		213,286,384			311,697,010			73,989,843
Reclassification from subsidiary to investment, FVOCI		320,030			-			-
Disposals		(77,345,259	)		(11,100,757	)		(2,635,069	)
Fair value adjustment		(45,581,548	)		(624,937	)		(148,346	)
Currency realignment		(1,429,774	)		(424,079	)		1,645,643
At end of year		127,618,662			427,154,899			101,399,553

	December 31, 2024		June 30, 2025
	RM		RM		US$
Quoted securities
- Treasure Global Inc.		1		-		-
- Founder Group Limited ⁽¹⁾		4,036,771		625,602		148,504
- Sagtec Global Limited ⁽²⁾		-		7,549,158		1,792,000
		4,036,772		8,174,760		1,940,504

Unquoted securities
- GlobexUS Holdings Corp		6,705,600		6,921,300		1,642,961
- Sagtec Global Limited ⁽²⁾		7,546,035		-		-
- Reveillon Group Limited ⁽³⁾		108,883,214		284,739,998		67,590,856
- Elmu Group		1		1		-
- Marvis Inc		447,040		450,840		107,019
- Quantgold Data Group Limited ⁽⁴⁾		-		126,879,000		30,118,213
		123,581,890		418,991,139		99,459,049
		127,618,662		427,165,899		101,399,553

Quoted securities

⁽¹⁾	In December 2024, the Company acquired 700,000 ordinary shares in Founder Group Limited, an entity listed on Nasdaq Stock Exchange. During the financial period, the Company disposed 501,995 ordinary shares.

⁽²⁾	In October 2023, the Company received a total of 800,000 ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s business consultancy services rendered. On March 7, 2025, Sagtec Global Limited was successfully listed in Nasdaq Capital Market. As a result, the investment was reclassified from unquoted security to a quoted security, and the Company subsequently revalued the shares to reflect the market price. At the same day, the Company acquired a total of 529,200 of ordinary shares from Sagtec Global Limited as part of the consideration for the Company’s business consultancy services rendered valued at US$ 2,116,800. On April 28, 2025, the Company disposed 529,200 shares to Sagtec Global Limited for US$1.59 million and have a loss on disposal of US$527 thousand.

F-19

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

Unquoted securities

⁽³⁾	In December 2024, the Company acquired approximately 13.53% equity interest (representing 8,118,827 ordinary shares) in Reveillon Group Limited, a company incorporated in the British Virgin Islands, for a consideration of US$24,356,481.

On March 3, 2025, the Company acquired an additional 13,130,000 ordinary shares of Reveillon Group Limited, representing approximately 21.88% equity interest, for a total consideration of US$39,390,000. Following this acquisition, the Company holds an aggregate 35.41% equity interest in Reveillon Group Limited.

The investment has been classified as an investment instead of equity accounting for an associate, as the Company does not have any significant influence, representation on the board of directors, or voting rights over key strategic or operational decisions of Reveillon Group.

The progressive acquisitions were undertaken as part of the Company’s strategy to increase its exposure to Reveillon Group, given management’s confidence in its long-term growth potential. Management believes that the investment is well-positioned to deliver attractive returns, particularly in anticipation of Reveillon Group’s potential listing on the Nasdaq market.

⁽⁴⁾	On June 26, 2025, the Company acquired approximately 20% of ownership interest in Quantgold Data Group Limited, an entity incorporated in British Virgin Islands, valued at US$ 30,000,000, through a share swap agreement.

5	FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH PROFIT AND LOSS

	December 31, 2024			June 30, 2025
	RM			RM		US$
Quoted/Unquoted shares

At beginning of year		72,793			-		-
Disposal		(7,981	)		-		-
Changes in fair value		(64,812	)		-		-
Currency realignment		-			-		-
At end of year		-			-		-

The Company held an equity investment in Unique Fire Holding Berhad., with a carrying amount of RM7,981. In 2024, the Company disposed of the investment to a third party for a cash consideration of RM7,981.

The Company held an equity investment in Zero Carbon Farms Ltd., with a carrying amount of RM 64,812. In 2024, Zero Carbon Farms Ltd. has ceased business operation. As a result, the Company assessed the fair value of investment and loss of RM 64,812 was recognized in the profit or loss.

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

There are no transfers between Levels 1 and 2 and into or out of Level 3 during the year.

F-20

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

6	PROPERTY, PLANT AND EQUIPMENT

	Office equipment			Fixtures and fittings			Office renovations			Computer & software			Machinery		Renovation in progress			Total
	RM			RM			RM			RM			RM		RM			RM
Cost
As of January 1, 2024		304,609			361,505			2,143,925			328,415			-		713,259			3,851,713
Additions		26,977			11,794			304,130			54,904			-		1,064,361			1,462,166
Disposals		(6,497	)		-			-			(4,499	)		-		(1,678,975	)		(1,689,971	)
Currency realignment		(2,075	)		(276	)		(10,697	)		-			-		-			(13,048	)
As of December 31, 2024		323,014			373,023			2,437,358			378,820			-		98,645			3,610,860
Additions		49,699			453,450			1,266,100			89,432			703,383		-			2,562,064
Disposal of controlling in subsidiaries		(46,261	)		(54,827	)		(141,092	)		(55,893	)		-		(98,645	)		(396,718	)
Currency realignment		(538	)		(597	)		(23,185	)		(255	)		-		-			(24,575	)
As of June 30, 2025		325,914			771,049			3,539,181			412,104			703,383		-			5,751,631

Accumulated depreciation
As of January 1, 2024		58,903			137,717			369,999			86,971			-		-			653,590
Depreciation for the period		33,558			66,412			229,046			70,702			-		-			399,718
Disposal of controlling in subsidiaries		(1,237	)		-			-			(1,516	)		-		-			(2,753	)
Currency realignment		(20	)		(46	)		(1,525	)		(18	)		-		-			(1,609	)
As of December 31, 2024		91,204			204,083			597,520			156,139			-		-			1,048,946
Depreciation for the period		14,290			45,019			128,734			34,503			-		-			222,546
Disposal of controlling in subsidiaries		(38,269	)		(45,596	)		(112,264	)		(29,893	)		-		-			(226,022	)
Currency realignment		(73	)		(177	)		(4,509	)		(65	)		-		-			(4,824	)
As of June 30, 2025		67,152			203,329			609,481			160,684			-		-			1,040,646

Carrying amounts
As of December 31, 2024		231,810			168,940			1,839,838			222,681			-		98,645			2,561,914
As of June 30, 2025		258,762			567,720			2,929,700			251,420			703,383		-			4,710,985
As of June 30, 2025 (US$)		61,424			134,764			695,445			59,682			166,967		-			1,118,282

7	RIGHT-OF-USE ASSETS

	Office premises		Motor vehicles			Total
	RM		RM			RM
Cost

At January 1, 2024		1,591,284		275,542			1,866,826
Additions		-		-			-
At December 31, 2024		1,591,284		275,542			1,866,826
Addition		2,446,313		-			2,446,313
Disposal of controlling in subsidiaries		-		(275,542	)		(275,542	)
At June 30, 2025		4,037,597		-			4,037,597

Accumulated depreciation
At January 1, 2024		635,331		27,554			662,885
Charges		636,944		27,554			664,498
At December 31, 2024		1,272,275		55,108			1,327,383
Charges		649,091		-			649,091
Disposal of controlling in subsidiaries		-		(55,108	)		(55,108	)
At June 30, 2025		1,921,366		-			1,921,366

Carrying amount:
At December 31, 2024		319,009		220,434			539,443
At June 30, 2025		2,116,231		-			2,116,231
At June 30, 2025 (US$)		502,345		-			502,345

F-21

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

8	INTANGIBLE ASSETS

	Socializer Messenger Platform Software			AI-Powered Travel Platform Software			Credit service Management System			Finance Management System			Robotic Arm & Enterprise Robotics Management & AI Platform		Restaurant Online Ordering Management System		Other Software Package			Total
	RM			RM			RM			RM			RM		RM		RM			RM

Cost

At January 1, 2024		-			4,589,300			-			-			-		-		111,594			4,700,894
Additions		15,493,602			-			6,722,800			6,559,803			-		-		148,199			28,924,404
Written off		-			-			-			-			-		-		(11,382	)		(11,382	)
Currency realignment		-			(118,900	)		-			-			-		-		-			(118,900	)
At December 31, 2024		15,493,602			4,470,400			6,722,800			6,559,803			-		-		248,411			33,495,016
Additions		-			-			-			-			19,714,152		966,869		-			20,681,021
Currency realignment		(893,142	)		(257,700	)		(387,542	)		(378,145	)		-		-		-			(1,916,529	)
At June 30, 2025		14,600,460			4,212,700			6,335,258			6,181,658			19,714,152		966,869		248,411			52,259,508

Accumulated depreciation:
At January 1, 2024		-			-			-			-			-		-		-			-
Charges		904,326			-			-			-			-		-		25,470			929,796
Currency realignment		(17,886	)		-			-			-			-		-		-			(17,886	)
At December 31, 2024		886,440			-			-			-			-		-		25,470			911,910
Charges		972,678			-			-			-			-		-		23,167			995,845
Currency realignment		(83,120	)		-			-			-			-		-		-			(83,120	)
At June 30, 2025		1,775,998			-			-			-			-		-		48,637			1,824,635

Carrying amount:
At December 31, 2024		14,607,162			4,470,400			6,722,800			6,559,803			-		-		222,941			32,583,106
At June 30, 2025		12,824,462			4,212,700			6,335,258			6,181,658			19,714,152		966,869		199,774			50,434,873
At June 30, 2025 (US$)		3,044,238			1,000,000			1,503,847			1,467,386			4,679,695		229,514		47,422			11,972,102

F-22

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

The Socializer Messenger Platform Software is an externally acquired solution from a third-party vendor. It is a highly secure messaging platform designed to safeguard users’ privacy and data from unauthorized access, surveillance, and cyberattacks. The platform employs end-to-end encryption, ensuring that only the sender and the intended recipient can access the messages. This software is initially recognized at cost and amortized on a straight-line basis over the useful life of 10 years.

The AI-Powered Travel Platform Software is an externally acquired solution from a third-party vendor. It utilizes artificial intelligence to personalize and optimize travel planning by suggesting destinations, planning itineraries, securing the best deals on flights and hotels, and providing real-time updates based on users’ preferences, behaviors, and travel histories. The software is in the final stage of development as of June 30, 2025 and expected to be completed in November 2025.

The Credit Service Management Software includes both externally purchased software and internally developed enhancements and modifications. It supports the Company’s loan operation activities by automating and streamlining processes such as capturing and processing loan applications, conducting credit assessments, managing approval workflows, assessing and mitigating credit risks, tracking repayments, calculating interest, managing overdue loans, issuing payment reminders, and generating reports for internal and regulatory purposes. The software is in the testing phase as of June 30, 2025, and is expected to be operational in September 2025.

The Finance Management System is an externally acquired solution from a third-party vendor that assists users in managing investment funds, including portfolio tracking, asset allocation, risk assessment, performance analysis, and compliance. It enables fund managers to make informed decisions and ensures transparency for investors. The software is in the final stage of development as of June 30, 2025, and expected to be completed in November 2025.

The Robotic Arm & Enterprise Robotics Management & AI Platform is an externally acquired technology from a third-party vendor. This is an integrated robotics ecosystem combining advanced robotic hardware, a centralized enterprise management system, and an AI-driven platform. Together, they enable intelligent automation, where robotic arms carry out precise tasks, managed and coordinated through enterprise-level software, and enhanced by AI that allows continuous learning, vision, and optimization. This software is in the development stage as of June 30, 2025, and expected to be completed in 2026.

Restaurant Online Ordering Management System is an external acquired software from third parties. This is digital platform that allows customers to browse a restaurant’s menu, place orders, and make payments online through a website or mobile app. This software is in the final stage of development as of June 30, 2025, and expected to be completed in Jan 2026.

Other Software Packages comprise the Robosale SaaS Platform software, Make-A-Wish app, and XVI websites, all of which were developed internally.

F-23

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

9	DEFERRED TAX ASSETS

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

	December 31, 2024			June 30, 2025
	RM			RM		US$
Provisions:

At beginning of the year		339,650			-		-
Charge to profit and loss		(339,650	)		-		-
At end of the year		-			-		-

10	TRADE AND OTHER RECEIVABLES

	December 31, 2024			June 30, 2025
	RM			RM			US$
Trade receivables
- Third parties		18,131,208			59,168,979			14,045,382
- Related parties		-			-			-
		18,131,208			59,168,979			14,045,382
Less: Provision for allowance for expected credit losses - trade receivables		(2,097,071	)		(5,208,431	)		(1,236,364	)
		16,034,137			53,960,548			12,809,018

Other receivables		71,482,014			51,213,736			12,156,986
Less: Provision for allowance for expected credit losses - other receivables		(1,637,988	)		(1,022,279	)		(242,666	)
		69,844,026			50,191,457			11,914,320

Deposits		749,474			13,469,485			3,197,352
Prepayments		47,525,380			37,481,868			8,897,350
		118,118,880			101,142,810			24,009,022
Total trade and other receivables		134,153,017			155,103,358			36,818,040

Movement in provision for allowance for expected credit losses on trade receivables is as follows:

At beginning of the year		2,518,122			2,097,071			469,101
Additions		2,458,381			3,377,614			801,769
Write off/Reversal		(2,891,410	)		-			-
Currency realignment		11,978			(266,254	)		(34,506	)
At end of the year		2,097,071			5,208,431			1,236,364

Movement in provision for allowance for expected credit losses on other receivables is as follows:

At beginning of the year		-			1,637,988			366,408
Additions		1,651,127			-			-
Reversal					(625,137	)		(148,393	)
Currency realignment		(13,139	)		9,428			24,651
At end of the year		1,637,988			1,022,279			242,666

The average credit period for services rendered is 30 days (2024: 30days). No interest is charged on the outstanding balances.

F-24

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

	December 31, 2024			June 30, 2025
	RM			RM			US$
Not past due		10,264			15,000			3,561
Past due		18,120,944			59,153,979			14,041,821
Less: Allowance for expected credit losses		(2,097,071	)		(5,208,431	)		(1,236,364	)
		16,034,137			53,960,548			12,809,018

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

(i)

Aging of receivables that are past due the average credit period:

	December 31, 2024		June 30, 2025
	RM		RM		US$
< 30 days		3,687,161		16,086,028		3,818,460
31 days to 60 days		454,020		1,316,304		312,461
61 days to 210 days		6,244,299		20,131,630		4,778,795
211 days to 240 days		3,540,879		37,914		9,000
241 days to < 1 year		4,194,585		21,582,103		5,123,105
Total		18,120,944		59,153,979		14,041,821

(ii)

These amounts are stated before any deduction for provision for allowance for ECL and are not secured by any collateral or credit enhancements.

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

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

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

Allowance for ECL on trade and other receivables has been measured at an amount equal to lifetime ECL. The ECL on trade and loan receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate.

As of June 30, 2025, the provision matrix applies the following ECL rates to trade receivables, based on the age of the receivables ranged from 1.98% to 11.70% (2024: 3.71% - 13.03%). For other receivables, the Company applies the ECL rate ranged from 3.00% to 15.00% (2024: 3.00% to 15.00%).

In addition to the general provision matrix, the Company assesses certain specific trade and other receivables individually. This individual assessment is based on direct contact with the debtor, historical payment behavior, and other relevant factors to determine whether there are specific recoverability issues.

The Company assesses ECL on an annual basis to ensure that the ECL allowance remains appropriate and reflective of current credit risk conditions. There have been no changes in estimation techniques or significant assumptions used in calculating ECL during the current reporting period. A receivable is written off when there is objective evidence that the debtor is experiencing significant financial hardship and there is no reasonable expectation of recovery. Indicators of such conditions include the debtor entering liquidation or significant deterioration in creditworthiness with no expected future cash flows.

F-25

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

The following table details the provision for ECL based on the Company’s provision matrix, based on past due status is not further distinguished between the Company’s different customer base:

	Trade receivables – days past due
	Not past due		1 to 30 days		31-60 days		61-210 days		211 – 240 days		Over 241 days		Total
	RM		RM		RM		RM		RM		RM		RM
Lifetime ECL – December 31, 2024		-		135,192		54,898		953,938		670,538		282,505		2,097,071
Lifetime ECL – June 30, 2025		-		298,136		26,737		1,253,628		2,471		3,627,459		5,208,431

As of June 30, 2025, prepayment mainly consists of:

Advance payment for IT and AI related consultancy services to a third-party vendor for a total cost of US$ 5.64 million (2024: US$7.0 million).

The development of Vendor and Customer relationship management system (“VCRM”) by a third-party company. This VCRM will streamline vendor onboarding, customer engagement, relationship tracking, performance reporting, and communication while ensuring high usability, data accuracy, and system scalability. The system is estimated to be completed within 2 years. The total contract value sum is US$ 1.2 million (2024: US$ 1.7million), which is settle via issuance of the Company’s ordinary shares.

	3.	The development of Cloud Management Platform Development (“CMP”) was outsourced to a third-party company at a total cost of US$ 1.3 million (2024: US$ 1.8 million), which is settle via issuance of the Company’s ordinary shares. The CMP will enable centralized monitoring, providing, billing and management of multi-cloud environments with robust user control, automation, and analytics capabilities. The system is estimated to be completed within 2 years.

	4.	Legal service from a third-party US legal entity for total cost of US$ 938 thousand (2024: US$ 1.4 million).

Other receivables primarily consist of third parties who purchased shares from the Company that were acquired through its IPO projects.

Included in the deposits is a share pledge issued to sundry payables in relation to the advance provided to the Company, as disclosed in Note 18 of share capital.

11	LOAN RECEIVABLES

	December 31, 2024			June 30, 2025
	RM			RM			US$

Personal loans		153,912			54,187,113			12,862,799
Term loans		93,551,807			109,329,077			25,952,258
Term loans to related parties		-			13,452,201			3,193,248
		93,705,719			176,968,391			42,008,305
Less: Unearned interest		(17,887,877	)		(27,632,405	)		(6,559,309	)
		75,817,842			149,335,986			35,448,996
Less: Provision for allowance for expected credit losses on loan receivables		(510,281	)		(749,437	)		(177,899	)
		75,307,561			148,586,549			35,271,097
Movement in provision for allowance for expected credit losses on loan receivables as follows:

At beginning of the year		272,225			510,281			114,147
Additions		238,056			239,156			56,770
Reversal		-			-			-
Currency realignment		-			-			6,982
At end of the year		510,281			749,437			177,899

F-26

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

	December 31, 2024		June 30, 2025
	RM		RM		US$

Current asset		45,971,489		76,493,916		18,157,931
Non-current asset		29,336,072		72,092,633		17,113,166
		75,307,561		148,586,549		35,271,097

Loans receivables bears interest ranged from 5% to 18% (2024; 5% to 18%) per annum and is due within the next one to ten years.

The average credit period for services rendered is 30 (2024: 30) days. No interest is charged on the outstanding balances.

	December 31, 2024			June 30, 2025
	RM			RM			US$
Not past due		73,517,552			149,152,169			35,405,363
Past due		2,300,290			183,817			43,634
		75,817,842			149,335,986			35,448,997
Less: Allowance for expected credit losses on loan receivables		(510,281	)		(749,437	)		(177,899	)
		75,307,561			148,586,549			35,271,097

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

(i)

Aging of loan receivables that are past due the average credit period:

	December 31, 2024		June 30, 2025
	RM		RM		US$
< 30 days		208,557		31,180		7,401
31 days to 60 days		974,151		31,180		7,401
61 days to 210 days		990,446		70,894		16,829
211 days to 240 days		127,136		50,563		12,003
241 days to < 1 year		-		-		-
Total		2,300,290		183,817		43,634

(ii)

These amounts are stated before any deduction for allowance for ECL and are not secured by any collateral or credit enhancements.

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

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

Allowance for ECL on loan receivables has been measured at an amount equal to lifetime ECL. The ECL on loan receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate.

The Company has recognized 2.71% (December 2024: 2.71%) ECL against past due loan receivables and 0.5% (December 2024: 0.5%) ECL against not past due receivables. For specific and individual loan receivables, the Company has access them individually to decide whether the loan receivables have recoverable issues based on the closely contact and past experience to justify it.

F-27

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

The Company assesses ECL on an annual basis to ensure that the ECL allowance remains appropriate and reflective of current credit risk conditions. There have been no changes in estimation techniques or significant assumptions used in calculating ECL during the current reporting period. A loan receivable is written off when there is objective evidence that the debtor is experiencing significant financial hardship and there is no reasonable expectation of recovery. Indicators of such conditions include the debtor entering liquidation or significant deterioration in creditworthiness with no expected future cash flows.

The following table details the provision for ECL based on the Company’s provision matrix, based on past due status is not further distinguished between the Company’s different customer base:

	Loan receivables – days past due
	Not past due	1 to 30 days	31-60 days	61-210 days	211 – 240 days	Over 241 days	Total
	RM	RM	RM	RM	RM	RM	RM
Lifetime ECL – December 31, 2024	460,365	4,526	21,139	21,492	2,759	-	510,281
Lifetime ECL – June 30, 2025	745,760	624	624	1,418	-	1,011	749,437

12	CASH AND BANK BALANCES

	As of December 31, 2024		As of June 30, 2025
	RM		RM		US$
Cash and bank balances		35,214,258		9,611,071		2,281,452
Fixed deposit		1,000,000		-		-
Cash at share trading accounts		-		31,789		7,546
Total		36,214,258		9,642,860		2,288,998

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

As at December 31, 2024, the Company held fixed deposits bearing interest at 3.2% per annum with a maturity period of 30 days. During the financial year ended June 30, 2025, the Company withdraw the funds from these fixed deposits.

13	TRADE AND OTHER PAYABLES

	December 31, 2024		June 30, 2025
	RM		RM		US$
Trade payables		11,237,702		25,299,095		6,005,435
Accruals		7,389,605		3,253,751		772,367
Sundry payables		1,110,105		10,774,503		2,557,624
Total		19,737,412		39,327,349		9,335,426

Trade payables as of June 30, 2025 mainly consist of amount owing to Treasure Global Inc. (“TGL”) as part of the partnership agreement signed on August 1, 2024 between the Company and TGL, in which TGL shall periodically provide funds and its customer database access to the Company to support its credit service activities in exchange of long-term profit sharing. Other than this, trade payables consist of the consultant fees in relation to legal counsel, auditors and investment banking firms in which we engaged for our clients.

F-28

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

Sundry payables as of June 30, 2025, mainly consist of a US$1 million of deposit received from Sagtec Global Limited in relation to a service agreement that was subsequently terminated. The amount has been settled after June 30, 2025.

14	LEASE LIABILITIES

The Company has lease contracts for office premises and motor vehicles. The Company’s obligations under these leases are secured by the lessor’s title to the leased assets. The Company is restricted from assigning and subleasing the leased assets.

The Company also has certain leases with lease terms of 12 months or less. The Company applies the ’short-term lease’ recognition exemptions for these leases.

Carrying amount of lease liabilities is as follows:

	December 31, 2024			June 30, 2025
	RM			RM			US$
At beginning of year/period		1,255,340			536,380			119,984
Additions		-			2,446,312			580,699
Disposal of controlling interest in subsidiaries					(175,199	)		(41,588	)
Finance cost		30,413			49,958			11,859
Payment		(749,373	)		(685,928	)		(162,824	)
Currency realignment		-			-			7,341
At of end of year / period		536,380			2,171,523			515,471

Future lease payment payable:
- Not later than one year		368,501			650,739			154,471
- More than one year to five years		167,879			1,520,784			361,000
Total future minimum lease payments		536,380			2,171,523			515,471

	June 30, 2024		June 30, 2025
	RM		RM		US$
Depreciation of right-of-use asset		332,249		649,091		154,080
Interest expense on lease liabilities		24,327		49,958		11,859
Lease expenses not capitalised in lease liabilities:
- Expense relating to short-term lease		269,160		200,895		47,688
Total amount recognised in profit or loss		625,736		899,944		213,627

F-29

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

15	BANK AND OTHER BORROWINGS

	December 31, 2024		June 30, 2025
	RM		RM		US$
Bank borrowings
- Current		117,300		-		-
- Non-current		98,059		-		-
Total bank borrowings		215,359		-		-

Other borrowings – current		600,000		600,000		142,426

Total borrowings		815,359		600,000		142,426

The Company borrowings is presented as:
Current		717,300		600,000		142,426
Non-current		98,059		-		-
Total borrowings		815,359		600,000		142,426

Notes:

(A)

Bank borrowings:

This is made up of the following loans:

Loan 1 :

A principal amount of RM 150,000 from a financial institution, which charged an interest rate at 5.00% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM 3,318. The maturity date is June 2023.

As of the end of the reporting period, the loan has been fully settled.

Loan 2 :

A principal amount of RM 200,000 from a financial institution, which charged an interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM 3,639. The maturity date is June 2026.

Loan 3 :

A principal amount of RM 300,000 from a financial institution, which charged a fixed interest rate at 3.50% per annum and repayable over 60 months in equal monthly instalments (principal and interest) of RM 6,136. The maturity date is October 2026.

On April 23, 2025, all bank borrowings have been derecognised due to disposal of Imej Jiwa Communication Sdn Bhd.

F-30

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

(A)

Other borrowings

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

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

16	WARRANT LIABILITIES

As of June 30, 2025, the Company had issued three types of warrants that are classified as financial liabilities in accordance with IFRS 9 – Financial Instruments and IAS 32 – Financial Instruments: Presentation.

Management assessed the classification of these instruments in accordance with the provisions of IAS 32 – Financial Instruments: Presentation. Under IAS 32, a contract that may result in the issuance of a variable number of shares does not meet the definition of an equity instrument and must instead be classified as a derivative financial liability, measured at fair value through profit or loss.

As the warrants contain contingent settlement provisions that could result in variability in the settlement amount depending on the occurrence of uncertain future events, they do not qualify for equity classification. Accordingly, these warrants have been recognized as derivative financial liabilities, with changes in fair value recognized in the consolidated statement of comprehensive income at each reporting date.

Type of Warrants	Issued		Exercise		Remaining
December 31, 2024 and June 30, 2025
Series A		2,200,000		1,246,992		953,008
Series B		2,200,000		1,271,992		928,008
Existing Listing		250,000		229,453		20,547

F-31

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

Movement of the fair value of the warrant liabilities during the year is as follows:

	December 31, 2024			June 30, 2025
	RM			RM			US$

At beginning of the year		1,964,335			148,887			33,305
Exercised		(1,913,443	)		-			-
Fair value change		151,891			-			-
Currency realignment		(53,896	)		(8,583	)		-
At end of the year		148,887			140,304			33,305

CONTRACT LIABILITIES

	December 31, 2024		June 30, 2025
	RM		RM		US$

At beginning of the year		-		-		-
Additions		-		48,168,158		11,434,035
Revenue recognised		-		-		-
At end of the year		-		48,168,158		11,434,035

Contract liabilities represent advance payments received from a customer in respect of a service agreement related to the AI Streaming Platform Technology, with a total contract value of approximately US$16 million.

18	SHARE CAPITAL

	December 31, 2024		June 30, 2025		December 31, 2024		June 30, 2025
	Number of ordinary shares		Number of ordinary shares		RM		RM		US$
Paid up capital:
At January 1		1,293		24,972		44,009,131		341,516,993		81,068,434
Issuance of shares ⁽¹⁾		75		-		11,184,232		-		-
Issuance of shares ⁽²⁾		86		-		21,054,616		-		-
Issuance of shares ⁽³⁾		272		-		22,764,893		-		-
Issuance of shares ⁽⁴⁾		107		-		6,461,095		-		-
Issuance of shares ⁽⁵⁾		133		-		18,692,919		-		-
Issuance of shares ⁽⁶⁾		381		-		12,356,011		-		-
Issuance of shares ⁽⁷⁾		58		-		12,968,353		-		-
Issuance of shares ⁽⁸⁾		13,104		-		81,967,497		-		-
Issuance of shares ⁽⁹⁾		309		-		3,402,472		-		-
Issuance of shares ⁽¹⁰⁾		3,398		-		60,378,929		-		-
Issuance of shares ⁽¹¹⁾		80		-		1,330,718		-		-
Issuance of shares ⁽¹²⁾		5,391		-		37,825,576		-		-
Issuance of shares ⁽¹³⁾		285		-		7,120,551		-		-
Issuance of shares ⁽¹⁴⁾		-		28,818		-		16,220,625		3,850,411
Issuance of shares ⁽¹⁵⁾		-		31,260		-		81,891,132		19,439,109
Issuance of shares ⁽¹⁶⁾		-		21,618		-		23,343,046		5,541,113
Issuance of shares ⁽¹⁷⁾		-		50,743		-		12,664,500		3,006,267
Issuance of shares ⁽¹⁸⁾		-		396,826		-		126,879,022		30,118,219
Issuance of shares ⁽¹⁹⁾		-		146,326		-		22,364,005		5,308,711
Issuance of shares ⁽²⁰⁾		-		94		-		242,045		57,456
Issuance of shares ⁽²¹⁾		-		66		-		450,449		106,926
Issuance of shares ⁽²²⁾		-		8,038		-		20,752,023		4,926,062
At of end of year / period		24,972		708,761		341,516,993		646,323,840		153,422,708

⁽¹⁾	In January 2024, 75 (2,200,000 prior to 3 rounds of reverse share splits) ordinary shares were issued as part of our following offering at US$36,750 (US$ 1.25 per ordinary share prior to 3 rounds of reverse share splits), before deduction the discounts and expenses.

⁽²⁾	During February 2024 to April 2024, 86 (2,518,984 prior to 3 rounds of reverse share splits) ordinary shares were issued, in aggregate, to pursuant to the exercise of warrants.

F-32

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

⁽³⁾

In May 2024, 272 (8,000,000 prior to 3 rounds of reverse share splits) were issued to several third-party companies as prepayment for the development of proprietary softwares. The software under development - Vendor and Customer Relationship Management (“VCRM”) system and Cloud Management Platform (“CMP”).

⁽⁴⁾	In August 2024, 107 (3,138,113 prior to 3 rounds of reverse share splits) ordinary shares were issued for At-The-Market offering at the price ranged from US$7,350 to US$23,820 (US$ 0.25 to US$ 0.81 prior to 3 rounds of reverse share splits), before deduction the discounts and expenses.

⁽⁵⁾

On July 2 and July 12, 2024, 15 and 118 (434,783 and 3,465,820 prior to 3 rounds of reverse share splits, respectively) ordinary shares, were issued Boustead Securities LLC and Cogia GmbH as consideration for the acquisition of Socializer Messenger, an intellectual property that provides a highly secure messaging platform.

⁽⁶⁾	In March 2024, 381 (11,191,047 prior to 3 rounds of reverse share splits) ordinary shares were issued to Sichenzia Ross Ference Carmel LLP as consideration for services rendered to the Company.

⁽⁷⁾	In April 2024, 58 (1,697,447 prior to 3 rounds of reverse share splits) ordinary shares were issued to Exchange Listing, LLC at US$50,880 (US$ 1.73 per share prior to 3 rounds of reverse share splits) as a true up shares.

⁽⁸⁾

During August 8, 2024, until December 26, 2024, 1,897 (55,775,747 prior to 3 rounds of reverse share splits) and 11,207 (6,724,360 prior to both reverse share split) ordinary shares were issued to Alumni Capital LP, in aggregate, to pursue the purchase and sale of securities agreement signed with Alumni Capital LP in August 1, 2024

⁽⁹⁾	On September 24, 2024, US$ 1,000,000 convertible bridging notes had been converted to 309 (9,099,181 prior to 3 rounds of reverse share splits) ordinary shares at US$3,240 (US$ 0.11 per share prior to 3 rounds of reverse share splits).

⁽¹⁰⁾	In 2024, 1,763 (51,839,411 prior to 3 rounds of reverse share splits) and 1,635 (981,194 prior to both reverse share split) ordinary shares were issued to Codetext Limited as prepayment for services rendered to the Company.

⁽¹¹⁾	On December 11, 2024, the Company issued 80 (48,316 prior to both reverse share split) ordinary shares to 3 independent directors as gratuity payment for their past services upon their resignation.

⁽¹²⁾

From July 16, 2024 until December 5, 2024, 456 (13,408,550 prior to 3 rounds of reverse share splits) and 4,935 (2,961,189 prior to both reverse share split) ordinary shares were issued to various investors between US$14,700 to US$55,290 (US$ 0.50 to US$ 1.88 per share prior to 3 rounds of reverse share splits).

⁽¹³⁾	From January 1, 2024 until December 13, 2024, 48 (1,398,625 prior to 3 rounds of reverse share splits) and 237 (142,224 prior to both reverse share split) ordinary shares were issued to executive director and independence director pursuant to their employment agreements.

⁽¹⁴⁾	From January 7, 2025, until June 1, 2025, 4,249 (2,549,431 prior to both reverse share splits) and 24,569 (737,061 prior to 1 to 30 reverse share split) ordinary shares were issued to some management staff, executive director and independence director pursuant to their employment agreements.

F-33

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

⁽¹⁵⁾	From January 8, 2025, until April 4, 2025, 24,783 (14,869,873 prior to both reverse share splits) and 6,477 (194,315 prior to 1 to 30 reverse share split) ordinary shares were issued to various investors between US$392 to US$1,200 (US$ 0.65 to US$ 6.32 per share prior to both reverse share splits).

	⁽¹⁶⁾	During January 15, 2025, until April 3, 2025, 11,618 (6,970,607 prior to both reverse share splits) and 10,000 (300,000 prior to 1 to 30 reverse share split) ordinary shares were issued to Alumni Capital LP, in aggregate, to pursue the purchase and sale of securities agreement signed with Alumni Capital LP in August 1, 2024

	⁽¹⁷⁾	On June 12, 2025, 50,743 (1,522,288 prior to 1 to 30 reverse share split) ordinary shares were issued to various investor as share pledge to pursuant the friendly loan agreement.

	⁽¹⁸⁾	On June 26, 2025, 396,826 (11,904,764 prior to 1 to 30 reverse share split) ordinary shares were issued to various investors in exchange of the 20% ownership in Quantgold Data Group Limited.

	⁽¹⁹⁾	From January 15, 2025, until June 30, 2025, 16,947 (10,168,212 prior to both reverse share splits) and 129,378 (3,881,351 prior to 1 to 30 reverse share split) ordinary shares were issued to Alumni Capital LP, in aggregate, to the exercise of warrants.

	⁽²⁰⁾	On January 7, 2025, 94 (56,180 prior to both reverse share splits) ordinary shares were issued to a third party, pursuant to the legal consultancy services agreement.

	⁽²¹⁾	On January 9, 2025, 66 (39,370 prior to both reverse share splits) ordinary shares were issued to W capital Markets Pte. Ltd. to pursue the engagement letter to act as Arranger dated December 3, 2024.

	⁽²²⁾	From January 2, 2025, until January 7, 2025, 8,038 (4,822,810 prior to both reverse share splits) ordinary shares were issues to CEO Dato Hoo Voon Him, in aggregate, to pursuant the securities purchase agreement.

19	CAPITAL RESERVE

This is in relation to merger reserves.

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

20	FAIR VALUE RESERVE

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

21	TRANSLATION RESERVE

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

22	REVENUE

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Business strategy consultancy		52,647,479		34,064,797		8,086,215
Technology development, solutions and consultancy		8,250,188		39,357,954		9,342,691
Interest income		3,193,950		5,359,512		1,272,227
Others		659,975		181,708		43,133
Total		64,751,592		78,963,971		18,744,266

F-34

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Point in time		52,647,479		55,136,371		13,088,131
Over time		12,104,113		23,827,600		5,656,135
Total		64,751,592		78,963,971		18,744,266

*	Other revenue consist primarily of loan processing fees and management fees

23	OTHER INCOME

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Interest income		3,771		19,435		4,613
Foreign exchange gain		352,100		768,785		182,492
Reimbursement income for expenses incurred		44,377		-		-
Reversal of impairment allowance on other receivables		64,384		625,137		148,393
Rental income		-		295,000		70,026
Others		26,769		6,015		1,429
Total		491,401		1,714,372		406,953

24	COST OF SERVICES

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Consultant fee		3,465,205		1,060,007		251,622
IT expenses		42,003		13,865,348		3,291,321
Training costs		47,635		-		-
Others		426,720		506,004		120,114
Total		3,981,563		15,431,359		3,663,057

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

The IT expenses refer to the costs incurred for the technology-related resources and services. These include hardware, cloud services, subcontractor cost, IT consultancy service from outside expert and others.

25	EMPLOYEES BENEFIT EXPENSES

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Wages and salaries		7,064,194		8,859,937		2,103,149
Defined contribution plans		593,912		468,993		111,328
Share-based compensation awards		-		1,644,554		390,380
Directors’ fees		10,672,584		14,748,787		3,501,030
Other short-term benefits		47,320		37,242		8,841
Total		18,378,010		25,759,513		6,114,728

F-35

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

26	FINANCE COST

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Interest expenses on:
Bank borrowings		4,446		-		-
Operating lease obligation		24,327		49,958		11,859
Bank charges for investment securities		13		54		13
Total		28,786		50,012		11,872

27	OTHER OPERATING EXPENSES

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Regulatory compliance and statutory cost		77,577		-		-
Regulatory consultancy fee		776,000		-		-
Cost incurred to obtain licence		19,597		13,527		3,211
Bad debt written off		889		-		-
Bank charges		54,394		70,435		16,720
Share option expenses		-		1,690,755		401,347
Entertainment		413,987		1,179,795		280,057
Event fees		539,691		607,297		144,159
Foreign exchange loss		1,852,970		-		-
Marketing expenses		4,162,840		1,262,894		299,783
Software and website usage fee		29,165		58,216		13,819
Staff welfare		1,065,069		714,678		169,648
Office expenses		1,406,833		579,241		137,498
Referral fees		30,000		1,715,647		407,256
Recruitment fees		78,935		180,208		42,777
Travelling expenses		1,164,755		1,368,419		324,832
Upkeep of office equipment		257,695		180,535		42,855
Loss on disposal of subsidiary		4,794		138,570		32,893
Total		11,935,191		9,760,217		2,316,855

This is related to disposal of one of the subsidiaries Imej Jiwa Communication Sdn. Bhd. on April 23, 2025.

28	INCOME TAX EXPENSE

	Six months ended June 30, 2024		Six months ended June 30, 2025
	RM		RM		US$
Current income tax expense		826,402		-		-
Overprovision for prior years		-		-		-
Income tax expense		826,402		-		-

F-36

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

29	OPERATING LEASE

June 30,
2024

June 30,
2025

US$

Short-term leases

269,160

200,895

47,688

30	OPERATING SEGMENTS

Segment revenues and results

	Revenue						Net profit
	June 30, 2024		June 30, 2025				June 30, 2024			June 30, 2025
	RM		RM		US$		RM			RM			US$

Business strategy consultancy		52,647,479		34,064,797		8,086,215		22,909,476			12,138,055			2,881,301
Technology development, solutions and consultancy		8,250,188		39,357,954		9,342,691		3,760,825			1,383,495			328,411
Interest income		3,193,950		5,359,512		1,272,227		1,056,683			1,571,784			373,106
Others		659,975		181,708		43,133		(201,048	)		69,101			16,403
Total		64,751,592		78,963,971		18,744,266		27,525,936			15,162,435			3,599,221
Other gains and losses								(1,260,822	)		4,527,102			1,074,631
Interest income								3,771			5,438			1,291
Finance cost								(28,786	)		(50,012	)		(11,872	)
Profit before income tax								26,240,099			19,644,963			4,663,271
Income tax expense								(826,402	)		-			-
Profit for the year								25,413,697			19,644,963			4,663,271

Revenue reported above represents revenue generated from external customers, there were no inter-segment sales in June 30, 2024 and 2025.

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

Segment assets

	December 31, 2024		June 30, 2025
	RM		RM		US$
Business strategy consultancy		152,229,067		344,350,904		81,741,141
Technology development, solutions and consultancy		117,192,924		397,857,855		94,442,485
Interest income		12,474,902		54,177,713		12,860,568
Investments and others		127,411,770		1,836,831		436,022
		409,308,663		798,223,303		189,480,216
Unallocated assets		-		-		-
Consolidated total assets		409,308,663		798,223,303		189,480,216

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

F-37

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

31	FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

Financial risk management policies and objectives

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

(i)

Market risk management

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

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

(ii)

Foreign currency risk management

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

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

Assets

Liabilities

December 31,
2024

June 30,
2025

December 31,
2024

June 30,
2025

United States Dollar

46,423,441

65,644,242

869,929

9,694,158

F-38

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

Foreign currency sensitivity

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

	December 31, 2024		June 30, 2025
	RM		RM
United States Dollar		2,277,676		2,797,504

(iii)

Interest rate risk management

The Company is exposed to interest rate risk as the Company has bank loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes 15 to the financial statements. The Company currently does not have an interest rate hedging policy.

Interest rate sensitivity analysis

The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of the reporting period. In 2024, a 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates on loans had been 50 basis points higher or lower, with all other variables held constant, no material impact to the Company’s profit or loss.

(iv)

Credit risk management

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

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

F-39

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

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

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

As at the end of the reporting period, the allowance for ECL is disclosed in Note 10 and 11 to the financial statements.

(v)

Liquidity risk management

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

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

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

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

(vi)

Fair value of financial assets and financial liabilities

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

F-40

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

32	FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

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

	Carrying amount						Fair value
	December 31, 2024		June 30, 2025				December 31, 2024		June 30, 2025
	RM		RM		US$		RM		RM		US$
Assets
Financial assets at fair value through other comprehensive income		127,618,662		427,165,899		101,399,553		127,618,662		427,165,899		101,399,553

Liabilities
Warrant liabilities		148,887		140,304		33,305		148,887		140,304		33,305

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

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

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

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

Fair value hierarchy

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

Assets measured at fair value:

	Fair value measurement using
	Quoted prices in active markets (Level 1)		Significant observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
	RM		RM		RM		RM
As at December 31, 2024
Financial assets at fair value through other comprehensive income		4,036,772				123,581,890		127,618,662
Warrant liabilities		-		148,887		-		148,887

As at June 30, 2025
Financial assets at fair value through other comprehensive income		8,174,760		-		418,991,139		427,165,899
Warrant liabilities		-		140,304		-		140,304

F-41

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

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

	December 31, 2024			June 30, 2025
	RM			RM			US$
Financial assets, at fair value through other comprehensive income
At January 1		36			4,036,772			903,000
Transfer from Level 3		-			7,546,035			1,791,259
Addition		4,036,771			8,918,026			2,116,938
Disposal		(35	)		(9,680,659	)		(2,297,970	)
Fair value changes recognized in other comprehensive income		-			(624,937	)		(148,346	)
Loss on disposal		-			(1,420,098	)		(337,099	)
Currency realignment		-			(600,379	)		(87,278	)
At December 31		4,036,772			8,174,760			1,940,504

During the year, Sagtec Global Limited was successfully listed on Nasdaq, resulting in the fair value measurement moving from Level 3 to Level 1.

There were no transfers between Level 1 and Level 2, nor between Level 2 and Level 3, during the financial years ended December 31, 2024 and June 30, 2025.

The movements in fair value measurements within Level 3 during the years are as follow:

	December 31, 2024			June 30, 2025
	RM			RM			US$
Financial assets, at fair value through other comprehensive income
At January 1		38,368,793			123,581,890			27,644,482
Addition		208,299,477			302,778,984			71,872,904
Disposal		(77,345,224	)		-			-
Transfer to Level 1		(4,036,771	)		(7,546,035	)		(1,791,259	)
Fair value changes recognized in other comprehensive income		(40,274,575	)		-			-
Currency realignment		(1,429,810	)		176,300			1,732,922
At December 31		123,581,890			418,991,139			99,459,049

	December 31, 2024			June 30, 2025
	RM			RM			US$
Warrant liabilities
At January 1		1,964,335			148,887			33,305
Addition		17,506,418			-			-
Disposal		(19,270,975	)		-			-
Currency realignment		(50,891	)		(8,583	)		-
At December 31		148,887			140,304			33,305

33	RECONCILIATIONS OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

	At beginning of year		Addition		Disposal			Payment			Interest charges		Interest paid			At end of year
	RM		RM		RM			RM			RM		RM			RM
As of June 30, 2025
Bank borrowings		215,359		-		(176,259	)		(39,100	)		-		-			-
Lease liabilities		536,380		2,446,312		(175,199	)		(635,970	)		49,958		(49,958	)		2,171,523
Other borrowings		600,000		-		-			-			-		-			600,000
		1,351,739		2,446,312		(351,458	)		675,070			49,958		(49,958	)		2,771,523

F-42

VCI Global Limited and Subsidiaries

Interim condensed consolidated financial statements (unaudited)

	At beginning of year		Principal			Interest charges		Interest paid			At end of year
	RM		RM			RM		RM			RM
As of December 31, 2024
Bank borrowings		322,599		(107,240	)		10,060		(10,060	)		215,359
Lease liabilities		1,255,340		(718,960	)		32,413		(32,413	)		536,380
Other borrowings		600,000		-			-		-			600,000
		2,177,939		(826,200	)		42,473		(42,473	)		1,351,739

34	COMPARATIVE FIGURES

Interim unaudited condensed consolidated statements of cash flows

		As previously reported						Reclassified
	Note	Six months ended June 30, 2024						Six months ended June 30, 2024
		RM			US$			RM			US$
Operating activities
Adjustments for:
Non-cash revenue			-			-			(26,888,040	)		(5,700,000	)
Professional fee			-			-			1,419,630			300,948
Director fee paid in shares			-			-			5,969,039			1,265,377
Share option expenses			5,969,038			1,265,377			-			-
Operating cash flow before movement in working capital			32,954,486			6,986,026			7,486,063			1,586,974
Trade and other receivables			(27,164,496	)		(5,758,606	)		-			-
Trade receivables			-			-			(22,445,321	)		(4,758,187	)
Other receivables			-			-			(5,908,844	)		(1,252,617	)
Deposits and prepayment			-			-			1,189,669			252,198
Net cash generated from/(used in) operating activities			(19,508,769	)		(4,135,668	)		(44,977,192	)		(9,534,720	)

Investing activities
Acquisition of financial assets measured at fair value through other comprehensive income			(26,888,040	)		(5,700,000	)		-			-
Net cash used in investing activities			(21,757,285	)		(4,612,331	)		5,130,755			1,087,669

Financing activities
Proceeds from issuance of share capital			30,527,043			6,471,433			29,107,413			6,170,485
Net cash flow generated from financing activities			40,336,915			8,551,030			38,917,298			8,250,082

35	SUBSEQUENT EVENTS

The Company evaluated all events and transactions from June 30, 2025, up through October 6, 2025, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, other than the events disclosed above, there are not any material subsequent events that require in the consolidated financial statements.

●

On September 17, 2025, the Company terminated and rescinded the acquisition of 20% equity stake in QuantGold Data Group Limited.

●

From July 9, 2025, until August 7, 2025, 287,709 (8,631,283 prior to 1 to 30 reverse share splits) ordinary shares were issued to Alumni Capital LP, in aggregate, to the exercise of warrants.

●

On July 16, 2025, 40,333 (1,210,000 prior to 1 to 30 reverse share splits) ordinary shares were issued to Alumni Capital LP, in aggregate, to pursue the purchase and sale of securities agreement signed with Alumni Capital LP in August 1, 2024

●

On August 13, 2025, the Company entered into a Securities Purchase Agreement with Alumni Capital LP (“Alumni”), a Delaware limited partnership, (“Securities Purchase Agreement”), pursuant to which Alumni could purchase convertible notes (“Convertible Notes”) from the Company, in multiple tranches, having an aggregate principal amount of up to $61,200,000.

●

From August 18, 2025 until September 12, 2025, 209,986 (6,299,577 prior to 1 to 30 reverse share splits) ordinary shares were issued to Alumni Capital LP, in aggregate, pursuant to securities purchase agreement in which Alumni could purchase convertible notes (“Convertible Notes”).

●

On October 1, 2025, 65,451 ordinary shares were issued to Hoo Voon Him, executive director pursuant to his subscription agreement.

F-43

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Exhibit		Description
99.1		Operating and Financial Review of VCI Global Limited and its subsidiaries for the six months ended June 30, 2025 and 2024.
99.2		Condensed Consolidated Interim Financial Statements (Unaudited) of VCI Global Limited and its subsidiaries as of June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024.
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).

	VCI Global Limited

	By:	/s/ Victor Hoo
	Name:	Victor Hoo
	Title:	Director, Executive Chairman and Chief Executive Officer

	Six months ended June 30, 2025				Six months ended June 30, 2024		Change
	RM		US$		RM		%
Business strategy consultancy fee		34,064,797		8,086,215		52,647,479		(35	)
Technology development, solutions and consultancy		39,357,954		9,342,691		8,250,188		377
Interest income		5,359,512		1,272,227		3,193,950		68
Others		181,708		43,133		659,975		(72	)
Total revenue		78,963,971		18,744,266		64,751,592		22

	Six months ended June 30, 2025						Six months ended June 30, 2024
	RM			US$			RM
Cash generated used in operating activities		4,081,572			968,874			(44,977,192	)
Cash (used in)/generated from investing activities		(191,719,658	)		(45,509,925	)		5,130,755
Cash generated from financing activities		173,796,877			41,255,461			38,917,298
Net (decrease) / increase in cash and equivalents		(13,841,209	)		(3,285,590	)		(929,139	)
Effect of foreign exchange		(12,730,189	)		(2,526,311	)		2,164,575
Cash and equivalents at beginning of period		36,214,258			8,100,899			4,637,279
Cash and equivalents at end of period		9,642,860			2,288,998			5,872,715

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