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What changed in Linkers Industries Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Linkers Industries Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+152 added−196 removedSource: 20-F (2025-10-10) vs 20-F (2024-10-31)

Top changes in Linkers Industries Ltd's 2025 20-F

152 paragraphs added · 196 removed · 112 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

15 edited+5 added−25 removed286 unchanged
Biggest changeIn the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
Biggest changeIf we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. 14 Substantial future sales or perceived sales of our Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.
The war in Ukraine could materially and adversely affect our business and results of operations. The recent outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy.
The war in Ukraine could materially and adversely affect our business and results of operations. The continued outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy.
However, our directors are aware of his/her fiduciary duties as a director of a company and shall exercise the care, diligence and skill that a reasonable director would exercise when such conflict arises. 12 Risks Related to our Class A Ordinary Shares If we fail to meet applicable listing requirements, Nasdaq may not approve our listing application, or may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.
However, our directors are aware of his/her fiduciary duties as a director of a company and shall exercise the care, diligence and skill that a reasonable director would exercise when such conflict arises. 12 Risks Related to our Class A Ordinary Shares If we fail to meet applicable listing requirements, Nasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.
Upon the consummation of our IPO, we will have a relatively small public float due to the relatively small size of our IPO, and the concentrated ownership of our Class A Ordinary Shares among our executive officers and directors.
After the consummation of our IPO, we have a relatively small public float due to the relatively small size of our IPO, and the concentrated ownership of our Class A Ordinary Shares among our executive officers and directors.
Hastings & Co., our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
There is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Revenue generated from our top five customers accounted for 86.2%, 92.4% and 95.5% of our total revenue for the years ended June 30, 2024, 2023 and 2022, respectively.
Revenue generated from our top five customers accounted for 89.4%, 86.2% and 92.4% of our total revenue for the years ended June 30, 2025, 2024 and 2023, respectively.
Further, if we were no longer listed on Nasdaq, our Class A Ordinary Shares would not be covered securities and we would be subject to regulations in each state in which we offer our Class A Ordinary Shares.
Further, if we were no longer listed on Nasdaq, our Class A Ordinary Shares would not be covered securities and we would be subject to regulations in each state in which we offer our Class A Ordinary Shares. Volatility in the price of our Class A Ordinary Shares may subject us to securities litigation.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Upon the closing of our IPO, we will become subject to the periodic reporting requirements of the Exchange Act.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Subject to the periodic reporting requirements of the Exchange Act.
Although states are pre-empted from regulating the sale of our Class A Ordinary Shares when they are listed on Nasdaq, this statute does allow the states to investigate companies if there is a suspicion of fraud, and if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities on a case-by-case basis.
National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Although states are pre-empted from regulating the sale of our Class A Ordinary Shares when they are listed on Nasdaq, this statute does allow the states to investigate companies if there is a suspicion of fraud, and if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities on a case-by-case basis.
See “Dilution” for more information on the dilution you may experience as a result of investing in our IPO. Our management has broad discretion to determine how to use the funds raised in our IPO and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.
Our management has broad discretion to determine how to use the funds raised in our IPO and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares. We anticipate that we will use the net proceeds from our IPO for our manufacturing business and other corporate purposes.
Following our IPO and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus of our Registration Statement, our largest shareholder will continue to own more than a majority of the voting power of our outstanding Ordinary Shares.
Our largest shareholder will continue to own more than a majority of the voting power of our outstanding Ordinary Shares.
Due to the disparate voting powers associated with our two classes of ordinary shares, our Controlling Shareholder will beneficially own 91.60% of the aggregate voting power of our Company immediately following the completion of the Company’s IPO, assuming that the underwriters do not exercise their over-allotment option.
Due to the disparate voting powers associated with our two classes of ordinary shares, our Controlling Shareholder will beneficially own 91.62% of the aggregate voting power of our Company.
Certain corporate governance practices in our home country, the BVI, may differ significantly from corporate governance listing standards. Currently, we intend to rely on some home country practices with respect to our corporate governance after we complete our IPO.
Certain corporate governance practices in our home country, the BVI, may differ significantly from corporate governance listing standards.
Moreover, the successful implementation of our future plans is subject to significant business, economic and competitive uncertainties and contingencies that are beyond our control and could postpone or increase the costs of implementation. Our financial result for the year ending June 30, 2025 is expected to be adversely affected by non-recurring listing expenses.
Moreover, the successful implementation of our future plans is subject to significant business, economic and competitive uncertainties and contingencies that are beyond our control and could postpone or increase the costs of implementation. We may be subject to litigation, arbitration or other legal proceeding risk.
We expect that our Class A Ordinary Shares will be listed on Nasdaq Capital Market on or promptly after the effective date of our Registration Statement. However, we cannot assure you that we will be able to meet Nasdaq’s initial listing standards or that we will be able to meet the continued listing standards of Nasdaq in the future.
We cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future.
Removed
Our management is of the view that our financial results for the year ending June 30, 2025 are expected to be adversely affected by the listing expenses in relation to the Company’s initial public offering (the “IPO”), the nature of which is non-recurring.
Added
As of the date of this report, our Controlling Shareholder, has own 62.00% of our total issued and outstanding Shares, representing 91.62% of the total voting power.
Removed
The Company initially filed its registration statement on Form F-1, as amended, on May 28, 2024 and was subsequently declared effective by the SEC on September 30, 2024 (the “Registration Statement”).
Added
For instance, on March 10, 2025, we received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that the bid price of the Company had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result did not comply with Listing Rule 5550(a)(2).
Removed
Part of the listing expenses is expected to be accounted for as a deduction from equity upon listing while part of the listing expenses has been and is expected to be recognized as expenses in the consolidated statements of income which is expected to be recognized for the year ending June 30, 2025.
Added
Nasdaq has provided the Company with a 180 calendar days compliance period, or until September 8, 2025, in which to regain compliance with Nasdaq continued listing requirement.
Removed
Accordingly, the results of operation and financial performance for the year ending June 30, 2025 may be adversely impacted, and may or may not be comparable to our financial performance in the past. We may be subject to litigation, arbitration or other legal proceeding risk.
Added
On September 9, 2025, the Company received a letter from Nasdaq, notifying the Company that Nasdaq has determined the Company is eligible for an additional 180 calendar day period, or until March 9, 2026, to regain compliance with the minimum bid price of $1 per share requirement pursuant to the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2).
Removed
As of the date of this report, our directors, officers and our Controlling Shareholder hold in aggregate 74.04% or more of our Ordinary Shares. After our IPO, our Controlling Shareholder will hold in aggregate 61.93% or more of our Ordinary Shares.
Added
In the past, shareholders have filed securities class action litigation following periods of market volatility.
Removed
We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of our IPO and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus of our Registration Statement, our Controlling Shareholder, will own 61.93% of our total issued and outstanding Shares, representing 91.60% of the total voting power, assuming that the underwriters do not exercise their over-allotment option.
Removed
We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “LNKS.” There is no assurance that our listing application will be approved by the Nasdaq Capital Market, and if our application is not approved by the Nasdaq Capital Market, this initial public offering will be terminated.
Removed
The U.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Class A Ordinary Shares will be listed on Nasdaq, such securities will be covered securities.
Removed
Our Class A Ordinary Shares are expected to initially trade under US$5.00 per share and thus would be known as “penny stock.” Trading in penny stocks has certain restrictions and these restrictions could negatively affect the price and liquidity of our Class A Ordinary Shares. Our Class A Ordinary Shares are expected to initially trade below US$5.00 per share.
Removed
As a result, our Class A Ordinary Shares would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock.
Removed
The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than US$5.00 per share, subject to certain exceptions.
Removed
Depending on market fluctuations, our Class A Ordinary Shares could be considered to be “penny stock.” A penny stock is subject to rules that impose additional sales practice requirements on brokers/dealers who sell these securities to persons other than established members and accredited investors.
Removed
For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, a broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser.
Removed
Consequently, the “penny stock” rules may restrict the ability of brokers/dealers to sell our Class A Ordinary Shares, and may negatively affect the ability of holders of our Class A Ordinary Shares to resell them.
Removed
These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks generally do not have a very high trading volume.
Removed
Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to do so. Volatility in the price of our Class A Ordinary Shares may subject us to securities litigation.
Removed
Our pre-IPO shareholders, including our Controlling Shareholder, will be able to sell their shares after completion of our IPO subject to restrictions under Rule 144.
Removed
Our pre-IPO shareholders, including our Controlling Shareholder, may be able to sell their Ordinary Shares pursuant to Rule 144 under the Securities Act after completion of our IPO and after expiration of the applicable lock-up period.
Removed
Because these shareholders have paid a lower price per Ordinary Share than participants in our IPO, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price.
Removed
This fact could impact the trading price of our Class A Ordinary Shares following completion of our IPO, to the detriment of participants in our IPO. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period.
Removed
We do not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of our IPO. 14 Substantial future sales or perceived sales of our Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.
Removed
Because our initial public offering price is substantially higher than our pro forma net tangible book value per share, you will incur immediate and substantial dilution in the book value of your Class A Ordinary Shares.
Removed
Investors purchasing our Class A Ordinary Shares in our IPO will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per Class A Ordinary Share. As a result, investors purchasing Class A Ordinary Shares in our IPO will incur immediate dilution.
Removed
We anticipate that we will use the net proceeds from our IPO for our manufacturing business and other corporate purposes.
Removed
Upon the closing of our IPO, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

8 edited+0 added−2 removed188 unchanged
Biggest changeAt each general meeting, each Class A shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one (1) vote for each Class A Ordinary Share which such shareholder holds and each Class B shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have twenty (20) votes for each Class B Ordinary Share which such shareholder holds.
Biggest changeBhd. — A Malaysian company — Incorporated on October 31, 1995 — Issued share capital of RM2,400,000 — Engaged in manufacturing of wire/cable harnesses 100% owned by TSPL Linkers Asia Pacific Limited (Formerly known as LNKS Asia Limited) — A BVI company — Incorporated on September 11, 2025 — Issued share of US$1 — Engaged in investment holding 100% owned by LIL At each general meeting, each Class A shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one (1) vote for each Class A Ordinary Share which such shareholder holds and each Class B shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have twenty (20) votes for each Class B Ordinary Share which such shareholder holds.
In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We will continue to closely monitor the situation throughout 2024 and beyond.
In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We will continue to closely monitor the situation throughout 2025 and beyond.
The Malaysia Factory comprises production facility, offices, warehouses and testing laboratories. We conduct all our production operations at the Malaysia Factory. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
The Malaysia Factory comprises production facility, offices, warehouses and testing laboratories. We conduct all our production operations at the Malaysia Factory. 36 ITEM 4A. UNRESOLVED STAFF COMMENTS None.
C. Organizational structure. The chart below illustrates our corporate structure and identify our subsidiaries. 36 D. Property, plant and equipment. We do not own any real property.
C. Organizational structure. The chart below illustrates our corporate structure and identify our subsidiaries. D. Property, plant and equipment. We do not own any real property.
For the years ended June 30, 2024, 2023 and 2022, our top five customers accounted for 86.2%, 92.4% and 95.5% of our total revenue, respectively. Our management will maintain and enhance our long-standing relationships with our customers and diversify our products and services to our customers in order to reduce the level of customer concentration.
For the years ended June 30, 2025, 2024 and 2023, our top five customers accounted for 89.4%, 86.2% and 92.4% of our total revenue, respectively. Our management will maintain and enhance our long-standing relationships with our customers and diversify our products and services to our customers in order to reduce the level of customer concentration.
Malaysia has also implemented a minimum wage policy that has raised the basic wage of all employees (except for domestic servants) to RM1,500 per month under the Minimum Wages Order 2022.
Malaysia has also implemented a minimum wage policy that has raised the basic wage of all employees (except for domestic servants) to RM1,700 per month under the Minimum Wages Order 2024.
Our headquarter and main production facility are located in Malaysia where we lease (i) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 13,794 square feet with a lease term from April 1, 2022 to March 31, 2025 and a monthly rent of RM11,660 (approximately US$2,473); (ii) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 17,398 square feet with a lease term from April 1, 2023 to March 31, 2026 and a monthly rent of RM22,966 (approximately US$4,870); and (iii) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 17,398 square feet with a lease term from April 1, 2023 to March 31, 2026 and a monthly rent of RM22,966 (approximately US$4,870), all from an independent third party, and together being the Malaysia Factory.
Our headquarter and main production facility are located in Malaysia where we lease (i) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 13,795 square feet with a lease term from April 1, 2025 to March 31, 2028 and a monthly rent of RM14,000 (approximately US$3,327); (ii) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 17,398 square feet with a lease term from April 1, 2023 to March 31, 2026 and a monthly rent of RM22,966 (approximately US$5,457); and (iii) one property with production site located in Kedah Darul Aman, Malaysia, with a total gross floor area of approximately 17,398 square feet with a lease term from April 1, 2023 to March 31, 2026 and a monthly rent of RM22,966 (approximately US$5,457), all from an independent third party, and together being the Malaysia Factory.
The chart below illustrates our corporate structure and identify our subsidiaries as of the date of this Report/upon completion of our IPO and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus of our IPO: Name Background Ownership TEM SP Limited — A BVI company — Incorporated on November 15, 2022 — Issued share of US$1 — Intermediate holding company 100% owned by LIL TEM Electronics (M) Sdn.
The chart below illustrates our corporate structure and identify our subsidiaries as of the date of this Report: Name Background Ownership TEM SP Limited — A BVI company — Incorporated on November 15, 2022 — Issued share of US$1 — Intermediate holding company 100% owned by LIL TEM Electronics (M) Sdn.
Removed
Bhd. — A Malaysian company — Incorporated on October 31, 1995 — Issued share capital of RM2,400,000 — Engaged in manufacturing of wire/cable harnesses 100% owned by TSPL We are offering 2,200,000 Class A Ordinary Shares, representing 16.36% of our Ordinary Shares, assuming the underwriters do not exercise the over-allotment option.
Removed
We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of our IPO and the sale of our Class A Ordinary Shares by the Selling Shareholders pursuant to the Resale Prospectus, our Controlling Shareholder, will own approximately 61.93% of our total issued and outstanding Shares, representing 91.60% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, and may have the ability to determine matters requiring approval by shareholders.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

58 edited+25 added−43 removed44 unchanged
Biggest changeAdvances from a related party The following table set forth the breakdown of the current portion of our advances from a related party as of the dates indicated: As of June 30, 2023 2024 2024 RM RM US$ New Universe Industries Ltd (1) 2,044,063 5,250,465 1,113,401 Total 2,044,063 5,250,465 1,113,401 (1) The balance due to New Universe Industries Ltd is unsecured and interest free, the amount will be settled upon listing.
Biggest changeLoan from related parties The following table set forth the breakdown of the current portion of our loan from related parties as of the dates indicated: As of June 30, 2024 2025 2025 RM RM US$ SEAP Trading Pte Ltd (1) 1,887,000 - - Total 1,887,000 - - (1) The loan due to SEAP Trading Pte Ltd was fully settled in January 2025. 46 Amount due to related parties, net The following table set forth the breakdown of our amount due to related parties as of the dates indicated: As of June 30, 2024 2025 2025 RM RM US$ TEM Electronics (Jiangmen) Co Ltd – Trade receivables 2,244 - - SEAP Trading Ptd Ltd – Trade receivables 39,876 21,128 5,021 TEM Electronics (Jiangmen) Co Ltd – Trade payables - (255,273 ) (60,658 ) BAP Trading Co Ltd – Trade payables (70,354 ) (104,641 ) (24,865 ) BAP Trading Co Ltd – Non-trade payables (100,289 ) - - Total (128,523 ) (338,786 ) (80,502 ) Advances from a related party The following table set forth the breakdown of the current portion of our advances from a related party as of the dates indicated: As of June 30, 2024 2025 2025 RM RM US$ New Universe Industries Ltd (1) 5,250,465 5,149,801 1,223,696 Total 5,250,465 5,149,801 1,223,696 (1) The balance due to New Universe Industries Ltd is unsecured and interest free, the amount will be settled in due course.
General and administrative expenses Our general and administrative expenses consist of salaries, welfare and other benefits, professional services fees, security service, office expenses and utilities, insurance, depreciation and amortization and others.
General and administrative expenses Our general and administrative expenses consist of salaries, welfare and other benefits, professional services fees, security service, office expenses and utilities, insurance, depreciation and amortization and others.
For the years ended June 30, 2023 2024 RM RM US$ Revenue 34,269,482 22,428,825 4,756,203 Cost of sales (29,709,433 ) (20,195,055 ) (4,282,515 ) Gross profit 4,560,049 2,233,770 473,688 Selling and distribution expenses (902,851 ) (453,041 ) (96,071 ) General and administrative expenses (3,412,180 ) (3,332,000 ) (706,576 ) Income/(Loss) from operations 245,018 (1,551,271 ) (328,959 ) Interest income 12,582 35,391 7,505 Interest expenses (666,872 ) (422,433 ) (89,580 ) Other income 606,707 106,212 22,523 Other expenses — (5 ) (1 ) Profit/(Loss) before income tax 197,435 (1,832,106 ) (388,512 ) Income tax expense (12,916 ) (167,356 ) (35,489 ) Profit/(Loss) for the year 184,519 (1,999,462 ) (424,001 ) 37 Revenue For the years ended June 30, 2024 and 2023, our revenue was derived from sales of wire/cable harnesses.
For the years ended June 30, 2023 2024 RM RM US$ Revenue 34,269,482 22,428,825 4,756,203 Cost of sales (29,709,433 ) (20,195,055 ) (4,282,515 ) Gross profit 4,560,049 2,233,770 473,688 Selling and distribution expenses (902,851 ) (453,041 ) (96,071 ) General and administrative expenses (3,412,180 ) (3,332,000 ) (706,576 ) Income/(Loss) from operations 245,018 (1,551,271 ) (328,959 ) Interest income 12,582 35,391 7,505 Interest expenses (666,872 ) (422,433 ) (89,580 ) Other income 606,707 106,212 22,523 Other expenses - (5 ) (1 ) Profit/(Loss) before income tax 197,435 (1,832,106 ) (388,512 ) Income tax expense (12,916 ) (167,356 ) (35,489 ) Profit/(Loss) for the year 184,519 (1,999,462 ) (424,001 ) Revenue For the years ended June 30, 2024 and 2023, our revenue was derived from sales of wire/cable harnesses.
We make no representation that the RM or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or RM, as the case may be, at any particular rate or at all. A.
We make no representation that the RM or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or RM, as the case may be, at any particular rate or at all.
The amount decreased by RM67,459 or 43.2% from RM155,992 for the year ended June 30, 2023 to RM88,533 (US$18,774) for the year ended June 30, 2024, which was primarily due to the higher stamp duty expenses in 2023. 39 Interest expenses Our interest expenses represent interest expense on loan payables to related companies and interest on lease liabilities.
The amount decreased by RM67,459 or 43.2% from RM155,992 for the year ended June 30, 2023 to RM88,533 (US$18,774) for the year ended June 30, 2024, which was primarily due to the higher stamp duty expenses in 2023. 42 Interest expenses Our interest expenses represent interest expense on loan payables to related companies and interest on lease liabilities.
For the year ended June 30, 2023, net cash generated from financing activities of RM2,069,472 consisted of (i) proceeds from loans from related party of RM2,190,942; (ii) advances from a related party of RM2,044,063, the effects of which were partially offset by (i) repayment of loans to related party of RM923,842; and (ii) repayment of lease liabilities of RM1,047,395.
Net cash generated from/(used in) financing activities For the year ended June 30, 2023, net cash generated from financing activities of RM2,069,472 consisted of (i) proceeds from loans from related party of RM2,190,942; (ii) advances from a related party of RM2,044,063, the effects of which were partially offset by (i) repayment of loans to related party of RM923,842; and (ii) repayment of lease liabilities of RM1,047,395.
We periodically review our liabilities and monitors interest rate fluctuations to ensure that the exposure to interest rate risk is within acceptable level. 51 We do not expect any significant effect on our profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting period.
We periodically review our liabilities and monitors interest rate fluctuations to ensure that the exposure to interest rate risk is within acceptable level. 50 We do not expect any significant effect on our profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the reporting period.
Delinquent account balances are written-off against allowance for expected credit losses for trade receivables when all collection efforts have been exhausted and that the likelihood of collection is not probable. For details of the trade receivables, please refer to the section headed ‘‘Index to Consolidated Financial Statements — Financial risk management’’ in this report.
Delinquent account balances are written-off against allowance for expected credit losses for trade receivables when all collection efforts have been exhausted and that the likelihood of collection is not probable. For details of the trade receivables, please refer to the section headed “Index to Consolidated Financial Statements — Financial risk management’’ in this report.
Changes in operating assets and liabilities mainly include (i) the decrease in inventories of RM2,671,383; (ii) the decrease in trade and other receivables of RM599,923and (iii) accrued interest expenses of RM666,872; partially offset by the decrease in trade and other payables of RM3,565,014 mainly due to the decrease in the purchase of raw materials before year end.
Changes in operating assets and liabilities mainly include (i) the decrease in inventories of RM2,671,383; (ii) the decrease in trade and other receivables of RM599,923 and (iii) accrued interest expenses of RM666,872; partially offset by the decrease in trade and other payables of RM3,565,014 mainly due to the decrease in the purchase of raw materials before year end.
We perform ongoing credit evaluation of our counterparties’ financial condition and generally do not require a collateral. 50 We consider the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
We perform ongoing credit evaluation of our counterparties’ financial condition and generally do not require a collateral. 49 We consider the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period.
In the current year, the Group has adopted all the new and revised IFRS and Interpretations of IFRS that are relevant to its operations and effective for annual periods beginning on or after July 1, 2023.
In the current year, the Group has adopted all the new and revised IFRS and Interpretations of IFRS that are relevant to its operations and effective for annual periods beginning on or after July 1, 2024.
We maintain sufficient cash and cash equivalents, and internally generated cash flows to finance our activities and management is satisfied that funds are available to finance the operations of our Company. For details of the liquidity risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information.
We maintain sufficient cash and bank balances, and internally generated cash flows to finance our activities and management is satisfied that funds are available to finance the operations of our Company. For details of the liquidity risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information.
Operating results Year ended June 30, 2024 compared with year ended June 30, 2023 The following table sets forth a summary of the consolidated results of operations of us for the years indicated.
Operating results Year ended June 30, 2025 compared with year ended June 30, 2024 The following table sets forth a summary of the consolidated results of operations of us for the years indicated.
We believe that maintaining an appropriate level of inventories can help us better plan our raw material procurement and to deliver our products in a timely manner to meet customer demand without straining our liquidity.
We regularly review our inventories levels. We believe that maintaining an appropriate level of inventories can help us better plan our raw material procurement and to deliver our products in a timely manner to meet customer demand without straining our liquidity.
Unless otherwise noted, all translations from RM to U.S. dollars and from U.S. dollars to RM in this annual report were calculated at the noon buying rate of US$1 = RM4.7157 on June 28, 2024 for figures during the fiscal years ended June 30 2024 as published in H.10 statistical release of the United States Federal Reserve Board.
Unless otherwise noted, all translations from RM to U.S. dollars and from U.S. dollars to RM in this annual report were calculated at the noon buying rate of US$1 = RM4.2084 on June 30, 2025 for figures during the fiscal years ended June 30 2025 as published in H.10 statistical release of the United States Federal Reserve Board.
For details of the market risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information. Interest rate risk Our exposure to interest rate risk arises primarily from loans from related parties.
For details of the market risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information. Interest rate risk Our exposure to interest rate risk arises primarily from loans from related parties and lease liabilities.
For details of the credit risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information. Customer concentration risk Revenue generated from our top five customers accounted for 95.5%, 92.4% and 86.2% of our total revenue for the years ended June 30, 2022, 2023 and 2024, respectively.
For details of the credit risk, please refer to section headed “index to consolidated financial statements — Financial risk management” for additional information. Customer concentration risk Revenue generated from our top five customers accounted for 92.4%, 86.2% and 89.4% of our total revenue for the years ended June 30, 2023, 2024 and 2025, respectively.
Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect our income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.
Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect our profit or loss. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.
We ensure that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances. We have transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional currency of the entity, primarily USD, Euro and Singapore Dollar.
We ensure that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances. We have transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional currency of the entity, primarily United States Dollar (“USD”) and Euro (“EUR”).
Deferred tax assets have not been recognised in respect of the tax losses and capital allowances due to uncertainty in the availability of future taxable profit against which the Group can utilize these tax benefits.
Unabsorbed capital allowances have no expiry date. Deferred tax assets have not been recognised in respect of the tax losses and capital allowances due to uncertainty in the availability of future taxable profit against which the Group can utilize these tax benefits.
As lower inventory level was held following the easing of the COVID-19 containment measures and income tax paid of RM119,207. 49 For the year ended June 30, 2024, we had net cash generated from operating activities of RM1,445,316 (US$306,491) mainly arising from net loss from operation of RM1,832,106 (US$388,512), as adjusted for non-cash items and changes in operating assets and liabilities.
As lower inventory level was held following the easing of the COVID-19 containment measures and income tax paid of RM119,207. 48 For the year ended June 30, 2024, we had net cash generated from operating activities of RM1,445,316 mainly arising from net loss from operation of RM1,832,106, as adjusted for non-cash items and changes in operating assets and liabilities.
Changes in operating assets and liabilities mainly include (i) the decrease in inventories of RM3,699,221 (US$784,448) due to the lower inventory maintained in response to the reduced sales; (ii) the increase in trade and other payables of RM2,144,467 (US$454,751); partially offset by the increase in trade and other receivables of RM4,353,076 (US$923,103) mainly due to the increase in the deferred IPO expenses.
Changes in operating assets and liabilities mainly include (i) the decrease in inventories of RM3,699,221 due to the lower inventory maintained in response to the reduced sales; (ii) the increase in trade and other payables of RM2,144,467; partially offset by the increase in trade and other receivables of RM4,353,076 mainly due to the increase in the deferred IPO expenses.
Capital Expenditures We incurred capital expenditures of RM397,231, RM395,054 and RM581,327 (US$123,275) for years ended June 30, 2022, 2023 and 2024, respectively, which mainly related to purchase of plant and equipment. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.
Capital Expenditures We incurred capital expenditures of RM395,054, RM581,327 and RM240,850 (US$57,231) for years ended June 30, 2023, 2024 and 2025, respectively, which mainly related to purchase of plant and equipment. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.
For the year ended June 30, 2024, net cash used in financing activities of RM1,958,445 (US$415,304) consisted of (i) advance from related party of RM3,206,402 (US$679,942), the effects were partially offset by (i) repayment of loans to related party of RM3,457,875 (US$733,269); and (ii) repayment of lease liabilities of RM1,315,265 (US$278,912).
For the year ended June 30, 2024, net cash used in financing activities of RM1,958,445 consisted of (i) advance from related party of RM3,206,402, the effects were partially offset by (i) repayment of loans to related party of RM3,457,875; and (ii) repayment of lease liabilities of RM1,315,265.
Cash used in investing activities For the year ended June 30, 2022, net cash used in investing activities was RM392,730 which was mainly related to the purchase of plant and equipment. For the year ended June 30, 2023, net cash used in investing activities was RM381,597 which was mainly related to the purchase of plant and equipment.
Cash used in investing activities For the year ended June 30, 2023, net cash used in investing activities was RM381,597 which was mainly related to the purchase of plant and equipment. For the year ended June 30, 2024, net cash used in investing activities was RM546,007 which was mainly related to the purchase of plant and equipment.
Adjustments for non-cash items primarily consisted of (i) depreciation of property, plant and equipment of RM1,245,651 (US$264,150).
Adjustments for non-cash items primarily consisted of depreciation of property, plant and equipment of RM1,245,651.
When it is no longer probable that the original invoice amounts will be collected, we write off partially or fully of the balance against the allowance for expected credit losses for trade receivables.
Our management regularly reviews outstanding receivables and provides an allowance for expected credit losses for trade receivables. When it is no longer probable that the original invoice amounts will be collected, we write off partially or fully of the balance against the allowance for expected credit losses for trade receivables.
Office expenses and utilities Our office expenses and utilities remained relatively stable at RM216,445 and RM227,666 (US$48,278) for the year ended June 30, 2023 and 2024, respectively.
Office expenses and utilities Our office expenses and utilities remained relatively stable at RM216,445 and RM227,666 (US$48,278) for the year ended June 30, 2023 and 2024, respectively. Insurance Our insurance expenses remained relatively stable at RM140,686 and RM148,097 (US$31,405) for the years ended June 30, 2023 and 2024, respectively.
Marketing and exhibition expenses Our marketing and exhibition expenses decreased by RM17,589 or 94.7% from RM18,571 for the year ended June 30, 2023 to RM982 (US$208) for the year ended June 30, 2024, which was primarily due to the decrease in sample cost. 38 Travelling and entertainment expenses Our travelling and entertainment expenses decreased by RM19,552 or 11.8% from RM166,448 for the year ended June 30, 2023 to RM146,896 (US$31,151) for the year ended June 30, 2024, which was primarily due to the cost saving measures imposed by the Group.
Travelling and entertainment expenses Our travelling and entertainment expenses decreased by RM19,552 or 11.8% from RM166,448 for the year ended June 30, 2023 to RM146,896 (US$31,151) for the year ended June 30, 2024, which was primarily due to the cost saving measures imposed by the Group.
The Group has unabsorbed tax losses of RM1,157,000 (2023: Nil) and capital allowances of RM1,885,000 (2023: RM523,000) at the reporting date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The tax losses and capital allowances have no expiry date.
The Group has unabsorbed tax losses of RM1,050,000 (2023: Nil) and capital allowances of RM1,539,000 (2023: RM523,000) at the reporting date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The unabsorbed business losses are to be carried forward for 10 consecutive years of assessment.
The adoption of these new or amended IFRS and Interpretations of IFRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
The adoption of these new or amended IFRS and Interpretations of IFRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years. 51 Allowance for expected credit losses of trade receivables The Group uses a provision matrix to measure expected credit losses for trade receivables.
Deposits Our deposits mainly consist of refundable deposits for factory rental and utilities. Our deposits remained relatively stable at RM183,591 and RM188,181 (US$39,905) for the years ended June 30, 2023 and 2024, respectively. Prepayments Our prepayments mainly represent prepaid insurance.
Deposits Our deposits mainly consist of refundable deposits for factory rental and utilities. Our deposits remained relatively stable at RM188,181 and RM194,501 (US$46,217) for the years ended June 30, 2024 and 2025, respectively. Prepayments Our prepayments mainly represent prepaid insurance and professional fee.
For the year ended June 30, 2024, net cash used in investing activities was RM546,007 (US$115,785) which was mainly related to the purchase of plant and equipment.
For the year ended June 30, 2025, net cash used in investing activities was RM63,650 (US$15,125) which was mainly related to the purchase of plant and equipment.
Under the current laws of BVI, the Company and its subsidiary, TEM SP Limited are not subject to any income tax. 40 Profit/(loss) for the year As a result of the foregoing, our profit/(loss) decreased by RM2,183,981 turnaround to a loss of RM1,999,462 (US$424,001) for the year ended June 30, 2024 as compared to a net profit of RM184,519 for the year ended June 30, 2023.
Profit/(loss) for the year As a result of the foregoing, our profit/(loss) decreased by RM2,183,981 turnaround to a loss of RM1,999,462 (US$424,001) for the year ended June 30, 2024 as compared to a net profit of RM184,519 for the year ended June 30, 2023. 43 B.
Advances to suppliers Advance payment to suppliers represents payment made at the request of suppliers prior to delivery of materials when purchase order is placed. Such advance payment will be reversed and drop upon receipt of materials from suppliers.
These costs include professional fees that are directly attributable to the preparation of the Company’s proposed listing on Nasdaq Capital Market. Advances to suppliers Advance payment to suppliers represents payment made at the request of suppliers prior to delivery of materials when purchase order is placed. Such advance payment will be reversed and drop upon receipt of materials from suppliers.
Deferred tax assets have not been recognized in respect of the tax losses and capital allowances due to uncertainty in the availability of future taxable profit against which the Group can utilize these tax benefits. Under the current laws of BVI, the Company and its subsidiary, TEM SP Limited are not subject to any income tax.
Unabsorbed capital allowances have no expiry date. Deferred tax assets have not been recognized in respect of the tax losses and capital allowances due to uncertainty in the availability of future taxable profit against which the Company can utilize these tax benefits.
The following table sets forth a summary of our cash flows information for the years indicated: As of June 30, 2022 2023 2024 2024 RM RM RM US$ Cash and cash equivalents at the beginning of the year 2,148,804 824,285 4,552,611 965,416 Net cash (used in)/generated from operating activities (2,017,719 ) 2,040,451 1,445,316 306,491 Net cash used in investing activities (392,730 ) (381,597 ) (546,007 ) (115,785 ) Net cash generated from/(used in) financing activities 1,085,930 2,069,472 (1,958,445 ) (415,304 ) Cash and cash equivalent at the end of the year 824,285 4,552,611 3,493,475 740,818 Cash (used in)/generated from operating activities Our cash inflows from operating activities were principally from receipt of sales.
The following table sets forth a summary of our cash flows information for the years indicated: As of June 30, 2023 2024 2025 2025 RM RM RM US$ Cash and cash equivalents at the beginning of the year 824,285 4,552,611 3,493,475 830,120 Net cash generated from/(used in) operating activities 2,040,451 1,445,316 (2,109,290 ) (501,208 ) Net cash used in investing activities (381,597 ) (546,007 ) (63,650 ) (15,125 ) Net cash generated from/(used in) financing activities 2,069,472 (1,958,445 ) 13,496,319 3,206,994 Cash and cash equivalent at the end of the year 4,552,611 3,493,475 14,816,854 3,520,781 Cash generated from/(used in) operating activities Our cash inflows from operating activities were principally from receipt of sales.
Transportation and warehouse expenses Our transportation and warehouse expenses mainly represented the delivery fee and storage costs of our inventories. The expenses decreased by RM412,669 or 57.5% from RM717,832 for the year ended June 30, 2023 to RM305,163 (US$64,712) for the year ended June 30, 2024, which was primarily due to the decreased in sales volume.
The expenses decreased by RM412,669 or 57.5% from RM717,832 for the year ended June 30, 2023 to RM305,163 (US$64,712) for the year ended June 30, 2024, which was primarily due to the decreased in sales volume. 41 Marketing and exhibition expenses Our marketing and exhibition expenses decreased by RM17,589 or 94.7% from RM18,571 for the year ended June 30, 2023 to RM982 (US$208) for the year ended June 30, 2024, which was primarily due to the decrease in sample cost.
Our trade payables — third parties decreased by RM254,841 or 20.8 % from RM1,223,951 as of June 30, 2023, to RM969,110 (US$205,507) as of June 30, 2024, which was mainly due to the decrease in purchase of raw materials before the year end.
Our trade payables - third parties increased by RM362,998 or 37.5 % from RM969,110 as of June 30, 2024, to RM1,332,108 (US$316,535) as of June 30, 2025, which was mainly due to the increase in purchase of raw materials before the year end.
Our accrued expenses increased by RM2,330,896 or 185.8% from RM1,254,271 as of June 30, 2023, to RM3,585,167 (US$760,262) as of June 30, 2024, which was primarily due to accrual of balance of IPO professional fee. Lease liabilities Our lease liabilities relate to the leases of factory and hire purchase of machineries.
Our accrued expenses decreased by RM2,550,016 or 71.1% from RM3,585,167 as of June 30, 2024, to RM1,035,151 (US$245,973) as of June 30, 2025, which was primarily due to the settlement of IPO professional fee for the current year. Lease liabilities Our lease liabilities relate to the leases of factory and hire purchase of machineries.
Our other payables increased by RM47,517 or 19.7% from RM241,574 as of June 30, 2023, to RM289,091 (US$61,304) as of June 30, 2024, which was primarily due to the increase in sundry creditors for tooling maintenance. 48 Accrued expenses Our accrued expenses mainly represented accrued staff costs and benefits, professional fees, interest expenses and others.
Our other payables decreased by RM58,751 or 20.3% from RM289,091 as of June 30, 2024, to RM230,340 (US$54,733) as of June 30, 2025, which was primarily due to the decrease in sundry creditors. 47 Accrued expenses Our accrued expenses mainly represented accrued staff costs and benefits, professional fees, interest expenses and others.
The Group has unabsorbed tax losses of Nil (2022: RM1,120,000) and capital allowances of RM523,000 (2022: RM346,000) at the reporting date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The tax losses and capital allowances have no expiry date.
The Company has unabsorbed tax losses of approximately RM3,636,000 (2024: RM1,050,000) and capital allowances of approximately RM2,231,000 (2024: RM1,539,000) at the reporting date which can be carried forward and used to offset against future taxable income subject to meeting certain statutory requirements. The unabsorbed business losses are to be carried forward for 10 consecutive years of assessment.
Security service Our security services remained relatively stable at RM174,582 and RM174,582 (US$37,424) for the year ended June 30, 2022 and 2023, respectively.
Security service Our security services remained relatively stable at RM149,273 and RM158,112 (US$37,570) for the years ended June 30, 2024 and 2025, respectively.
We generally grant our customers a credit terms of 30 to 120 days, depending on their reputation, transaction history and the products purchased. Our trade receivables, net decreased by RM1,756,051 or 20.3% from RM8,632,595 as of June 30, 2023 to RM6,876,544 (US$1,458,224) as of June 30, 2024.
We generally grant our customers a credit terms of 30 to 120 days, depending on their reputation, transaction history and the products purchased. Our trade receivables remained relatively stable at RM6,876,544 and RM6,132,696 (US$1,457,251) for the years ended June 30, 2024 and 2025, respectively..
Our interest expenses increased by RM247,428 or 59.0% to RM666,872 (US$142,952) for the year ended June 30, 2023 from RM419,444 for the year ended June 30, 2022, mainly due to the increase in interest on lease liabilities and loan payable to related companies.
Our interest expenses decreased by RM247,455 or 58.6% from RM422,433 for the year ended June 30, 2024 to RM174,978 (US$41,578) for the year ended June 30, 2025, mainly due to the decrease in interest on lease liabilities and loan payable to related companies.
During the years ended June 30, 2023 and 2024, our obsolete and slow-moving inventories amounted to RM104,386 and RM291,751 (US$61,868), respectively. 46 Trade and other payables The following table sets forth a breakdown of our trade and other payables, net as of the dates indicated: As of June 30, 2023 2024 2024 RM RM US$ Trade payables – third parties 1,223,951 969,110 205,507 Trade payable – related parties, net 174,555 28,234 5,987 Loan from related parties 5,131,500 1,887,800 400,322 Non-trade payables – related parties 1,068 100,289 21,268 Advances from a related party 2,044,063 5,250,465 1,113,401 Other payables 241,574 289,091 61,304 Provision 48,000 48,000 10,179 Accrued expenses 1,254,271 3,585,167 760,262 Total 10,118,982 12,158,156 2,578,230 Trade payables — third parties Our trade suppliers generally grant us credit terms between 30 and 90 days.
During the years ended June 30, 2024 and 2025, our obsolete and slow-moving inventories amounted to RM291,751 and RM454,936 (US$108,102), respectively. 45 Trade and other payables The following table sets forth a breakdown of our trade and other payables, net as of the dates indicated: As of June 30, 2024 2025 2025 RM RM US$ Trade payables — third parties 969,110 1,332,108 316,535 Loan from related parties 1,887,800 - - Amount due to related parties, net 128,523 338,786 80,502 Advances from a related party 5,250,465 5,149,801 1,223,696 Other payables 289,091 230,340 54,733 Provision 48,000 48,000 11,406 Accrued expenses 3,585,167 1,035,151 245,973 Total 12,158,156 8,134,186 1,932,845 Trade payables — third parties Our trade suppliers generally grant us credit terms between 30 and 90 days.
Year ended June 30, 2023 compared with year ended June 30, 2022 The following table sets forth a summary of the consolidated results of operations of us for the years indicated.
Profit/(loss) for the year As a result of the foregoing, our loss increased by RM2,934,235 from RM1,999,462 for the year ended June 30, 2024 to RM4,933,697 for the year ended June 30, 2025. 40 Year ended June 30, 2024 compared with year ended June 30, 2023 The following table sets forth a summary of the consolidated results of operations of us for the years indicated.
As of June 30, 2023 2024 2024 RM RM US$ Current assets Cash and bank balances 4,874,254 3,823,689 810,842 Trade and other receivables 11,071,652 15,424,728 3,270,931 Tax recoverable 268,209 380,373 80,661 Inventories 13,753,472 9,787,975 2,075,614 Total current assets 29,967,587 29,416,765 6,238,048 Current liabilities Trade and other payables 10,118,982 12,158,156 2,578,230 Lease liabilities 1,206,845 1,228,069 260,421 Deferred tax liabilities 218,718 386,074 81,870 Total current liabilities 11,544,545 13,772,299 2,920,521 Net current assets 18,423,042 15,644,466 3,317,527 Trade and other receivables The following table sets forth a breakdown of our trade and other receivables, net as of the dates indicated: As of June 30, 2023 2024 2024 RM RM US$ Trade receivables – third parties 8,875,616 7,119,565 1,509,758 Less: Allowance for expected credit loss of trade receivables – third parties (243,021 ) (243,021 ) (51,534 ) Net 8,632,595 6,876,544 1,458,224 Deposits 183,591 188,181 39,905 Prepayments 68,813 8,395 1,780 Deferred IPO costs 2,110,605 8,054,139 1,707,941 Advance to suppliers 73,957 295,827 62,732 Sundry receivable 2,091 1,642 349 Total 11,071,652 15,424,728 3,270,931 45 Trade receivables, net Trade receivables represent amounts due from our customers arising from our sales.
As of June 30, 2024 2025 2025 RM RM US$ Current assets Cash and bank balances 3,823,689 23,723,687 5,637,222 Trade and other receivables 15,424,728 11,219,731 2,666,032 Tax recoverable 380,373 420,927 100,021 Inventories 9,787,975 9,212,860 2,189,160 Total current assets 29,416,765 44,577,205 10,592,435 Current liabilities Trade and other payables 12,158,156 8,134,186 1,932,845 Lease liabilities 1,228,069 886,595 210,673 Deferred tax liabilities 386,074 432,678 102,813 Total current liabilities 13,772,299 9,453,459 2,246,331 Net current assets 15,644,466 35,123,746 8,346,104 Trade and other receivables The following table sets forth a breakdown of our trade and other receivables, net as of the dates indicated: As of June 30, 2024 2025 2025 RM RM US$ Trade receivables – third parties 7,119,565 6,274,545 1,490,957 Less: Allowance for expected credit loss of trade receivables – third parties (243,021 ) (141,849 ) (33,706 ) Net 6,876,544 6,132,696 1,457,251 Deposits 188,181 194,501 46,217 Prepayments 8,395 4,594,892 1,091,838 Deferred IPO costs 8,054,139 - - Advance to suppliers 295,827 295,672 70,258 Sundry receivable 1,642 1,970 468 Total 15,424,728 11,219,731 2,666,032 44 Trade receivables, net Trade receivables represent amounts due from our customers arising from our sales.
Current income taxes includes tax payable in Malaysia and is calculated at 24% (2022: 24%) of the estimated assessable profits for the financial years. Deferred income tax assets are recognized for tax losses and capital allowances carried forward to the extent that realization of the related tax benefits through future taxable profits is probable.
Income tax expense The following table sets forth a breakdown of provision for income tax expense for the years ended June 30, 2024 and 2025: For the years ended June 30, 2024 2025 2025 RM RM US$ Deferred taxation Current year 167,356 46,604 11,074 Total 167,356 46,604 11,074 Deferred income tax assets are recognized for tax losses and capital allowances carried forward to the extent that realization of the related tax benefits through future taxable profits is probable.
Our cash outflows used in operating activities were principally for payment of purchases of raw materials, staff costs and other operating expenses. For the year ended June 30, 2022, we had net cash used in operating activities of RM2,017,719 mainly arising from net profit from operation of RM594,686, as adjusted for non-cash items and changes in operating assets and liabilities.
Our cash outflows used in operating activities were principally for payment of purchases of raw materials, staff costs and other operating expenses.
Transportation and warehouse expenses Our transportation and warehouse expenses mainly represented the delivery fee and storage costs of our inventories. The expenses remained relatively stable at RM736,012 and RM717,832 (US$153,876) for the year ended June 30, 2022 and 2023, respectively.
Transportation and warehouse expenses Our transportation and warehouse expenses mainly represented the delivery fee and storage costs of our inventories.
Liquidity risk Our exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles. We finance our working capital requirements through a combination of funds generated from operations, bank borrowings and advances from related parties, if necessary.
Liquidity risk Liquidity risk refers to the risk that the Company will encounter difficulties in meeting its short-term obligations due to shortage of funds. The Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. It is managed by matching the payment and receipt cycles.
In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. As of June 30, 2024, our cash and bank balances amounted to approximately RM3.8 million and our current assets were approximately RM29.4 million, and our current liabilities were approximately RM13.8 million.
As of June 30, 2025, our cash and bank balances amounted to approximately RM23.7 million and our current assets were approximately RM44.6 million, and our current liabilities were approximately RM9.5 million.
Net cash generated from financing activities For the year ended June 30, 2022, net cash generated from financing activities of RM1,085,930 consisted of (i) proceeds from loans from related party of RM5,730,400, the effects were partially offset by (i) repayment of loans to related party of RM3,399,910; and (ii) repayment of lease liabilities of RM855,857.
For the year ended June 30, 2025, net cash generated from financing activities of RM13,496,319 (US$3,206,994) consisted of the proceeds from initial public offering of RM27,487,123 (US$6,531,490), the effects were partially offset by (i) repayment of loans to related party of RM3,539,625 (US$841,086); (ii) repayment of lease liabilities of RM1,310,710 (US$311,451) and (iii) transfer the fund to short-term deposits pledged of RM8,576,618 (US$2,037,976).
Our other income increased by RM463,960 or 325.0% to RM606,707 (US$130,055) for the year ended June 30, 2023 from RM142,747 for the year ended June 30, 2022, which was primarily due to the increase of sundry income for the insurance claim and the foreign exchange gain on financial assets.
Our other income increased by RM253,396 or 238.6% from RM106,212 for the year ended June 30, 2024 to RM359,608 (US$85,450) for the year ended June 30, 2025, which was primarily due to the increase of gain on disposal of spare parts.
Office expenses and utilities Our office expenses and utilities increased by RM54,532 or 33.7% to RM216,445 (US$46,398) for the year ended June 30, 2023 from RM161,913 for the year ended June 30, 2022, which was primarily due to the maintenance cost of factory sound absorber roof.
Office expenses and utilities Our office expenses and utilities decreased by RM54,240 or 23.8% from RM227,666 for the year ended June 30, 2024 to RM173,426 (US$41,209) for the year ended June 30, 2025, which was mainly due to office maintenance incurred in the last year.
Marketing and exhibition expenses Our marketing and exhibition expenses decreased by RM43,617 or 70.1% to RM18,571 (US$3,981) for the year ended June 30, 2023 from RM62,188 for the year ended June 30, 2022, which was primarily due to the sample cost of new projects incurred for the year ended June 30, 2022.
Marketing and exhibition expenses Our marketing and exhibition expenses increased by RM5,525 or 562.6% from RM982 for the year ended June 30, 2024 to RM6,507 (US$1,546) for the year ended June 30, 2025, which was primarily due to the increase in sample cost. 38 Travelling and entertainment expenses Our travelling and entertainment expenses decreased by RM85,971 or 58.5% from RM146,896 for the year ended June 30, 2024 to RM60,925 (US$14,477) for the year ended June 30, 2025, which was primarily due to the lower travelling frequency during the year.
Other income The following table sets forth a breakdown of other income for the years ended June 30, 2023 and 2022: For the years ended June 30, 2022 2023 2023 RM RM US$ Gain on disposal of plant and equipment — 1,300 279 Proceeds from sale of scraped materials 28,001 29,647 6,355 Sundry income — 108,639 23,288 Gain on foreign exchange, net 114,746 467,121 100,133 142,747 606,707 130,055 43 Our other income primarily consists of gain on disposal of plant and equipment, proceeds from sale of scraped materials, sundry income and gain on foreign exchange, net.
Other income The following table sets forth a breakdown of other income for the years ended June 30, 2024 and 2025: For the years ended June 30, 2024 2025 2025 RM RM US$ Gain on disposal of spare parts - 248,949 59,155 Proceeds from sale of scraped materials 30,231 - - Sundry income 22,536 9,487 2,254 Reversal of expected credit loss - 101,172 24,041 Gain on foreign exchange, net 53,445 - - 106,212 359,608 85,450 Our other income primarily consists of gain on disposal of spare parts, proceeds from sale of scraped materials, sundry income, reversal of expected credit loss and gain on foreign exchange, net.
Removed
For the years ended June 30, 2022 2023 RM RM US$ Revenue 32,465,457 34,269,482 7,346,084 Cost of sales (27,294,708 ) (29,709,433 ) (6,368,582 ) Gross profit 5,170,749 4,560,049 977,502 Selling and distribution expenses (820,383 ) (902,851 ) (193,537 ) General and administrative expenses (3,483,423 ) (3,412,180 ) (731,443 ) Income from operations 866,943 245,018 52,522 Interest income 4,501 12,582 2,697 Interest expenses (419,444 ) (666,872 ) (142,952 ) Other income 142,747 606,707 130,055 Other expenses (61 ) — — Profit before income tax 594,686 197,435 42,322 Income tax expense (31,626 ) (12,916 ) (2,769 ) Profit for the year 563,060 184,519 39,553 Revenue For the years ended June 30, 2023 and 2022, our revenue was derived from sales of wire/cable harnesses.
Added
Overview Through our operating subsidiary, we are a manufacturer and a supplier of wire/cable harnesses with our manufacturing operations in Malaysia and have more than 20 years’ experience in the wire/cable harnesses industry. Wire/cable harness refers to an assembly of wires/cables bound together with straps, cable ties and electrical tapes to transmit signals or electrical power.
Removed
Our revenue increased by RM1,804,025 or 5.6% to RM34,269,482 (US$7,346,084) for the year ended June 30, 2023 from RM32,465,457 for the year ended June 30, 2022. The increase was mainly due to the increase in demand from existing customers and the additional orders from new automotive customers.
Added
Our customers are generally global brand name manufacturers and OEMs in the home appliances, industrial products and automotive industries that are mainly based in the Asia Pacific Region. We work closely with customers in each stage of a product’s life cycle, including design, prototyping and production.
Removed
Cost of sales Our cost of sales increased by RM2,414,725 or 8.8% to RM29,709,433 (US$6,368,582) for the year ended June 30, 2023 from RM27,294,708 for the year ended June 30, 2022.
Added
Our business model enables us to offer customized wire harness for different applications and electrics designs. Our products are customized and made-to-order in accordance with the specific technical requirements of our customers. A.
Removed
The increase was mainly due to (i) the increase in sales for the year ended June 30, 2023; (ii) the increase in cost of wires which followed the increase in LME price and terminals and connectors due to the global shortage of terminals and connectors; and (iii) the increase in direct labor costs as a result Malaysia gazette the Minimum Wages Order effective from 1 May 2022.
Added
For the years ended June 30, 2024 2025 RM RM US$ Revenue 22,428,825 22,421,335 5,327,758 Cost of sales (20,195,055 ) (20,601,771 ) (4,895,393 ) Gross profit 2,233,770 1,819,564 432,365 Selling and distribution expenses (453,041 ) (469,049 ) (111,455 ) General and administrative expenses (3,332,000 ) (6,120,480 ) (1,454,348 ) Income/(Loss) from operations (1,551,271 ) (4,769,965 ) (1,133,438 ) Interest income 35,391 177,146 42,093 Interest expenses (422,433 ) (174,978 ) (41,578 ) Other income 106,212 359,608 85,450 Other expenses (5 ) (478,904 ) (113,797 ) Profit/(Loss) before income tax (1,832,106 ) (4,887,093 ) (1,161,270 ) Income tax expense (167,356 ) (46,604 ) (11,074 ) Profit/(Loss) for the year (1,999,462 ) (4,933,697 ) (1,172,344 ) 37 Revenue For the years ended June 30, 2025 and 2024, our revenue was derived from sales of wire/cable harnesses.
Removed
Gross profit and gross profit margin Our gross profit decreased by RM610,700, or 11.8%, to RM4,560,049 (US$977,502) for the year ended June 30, 2023, from RM5,170,749 for the year ended June 30, 2022. Our gross profit margin decreased by 2.6% to 13.3% for the year ended June 30, 2023, from 15.9% for the year ended June 30, 2022.
Added
Our revenue remained relatively stable at RM22,428,825 and RM22,421,335 (US$5,327,758) for the years ended June 30, 2024 and 2025, respectively.
Removed
The decrease was primarily due to the increase in material cost and labor costs during the year as mentioned above. 41 Selling and distribution expenses Our selling and distribution expenses consist of transportation and warehouse expenses, marketing and exhibition expenses and travelling and entertainment expenses.
Added
Cost of sales Our cost of sales was increased by RM406,716 or 2.0% from RM20,195,055 for the year ended June 30, 2024 to RM20,601,771 (US$4,895,393) for the years ended June 30, 2025, which was primarily due to the Malaysian Government implemented the monthly minimum wage policy from RM1,500 to RM1,700 since February 1, 2025.
Removed
The following table sets forth a breakdown of our selling and distribution expenses for the years ended June 30, 2023 and 2022: For the years ended June 30, 2022 2023 2023 RM RM US$ Transportation and warehouse expenses 736,012 717,832 153,876 Marketing and exhibition expenses 62,188 18,571 3,981 Travelling and entertainment expenses 22,183 166,448 35,680 820,383 902,851 193,537 Our selling and distribution expenses increased by RM82,468 or 10.1% to RM902,851 (US$193,537) for the year ended June 30, 2023 from RM820,383 for the year ended June 30, 2022, which was mainly due to the increase in travelling and entertainment expenses.
Added
Gross profit and gross profit margin Our gross profit decreased by RM414,206 or 18.5% from RM2,233,770 for the year ended June 30, 2024 to RM1,819,564 (US$432,365) for the year ended June 30, 2025. Selling and distribution expenses Our selling and distribution expenses consist of transportation and warehouse expenses, marketing and exhibition expenses and travelling and entertainment expenses.
Removed
Travelling and entertainment expenses Our travelling and entertainment expenses increased by RM144,265 or 650.3% to RM166,448 (US$35,680) for the year ended June 30, 2023 from RM22,183 for the year ended June 30, 2022, which was primarily due to the increase in business trips and visits to customers after the release of COVID-19 travel control by the Malaysian government.
Added
The following table sets forth a breakdown of our selling and distribution expenses for the years ended June 30, 2024 and 2025: For the years ended June 30, 2024 2025 2025 RM RM US$ Transportation and warehouse expenses 305,163 401,617 95,432 Marketing and exhibition expenses 982 6,507 1,546 Travelling and entertainment expenses 146,896 60,925 14,477 453,041 469,049 111,455 Our selling and distribution expenses remained relatively stable at RM453,041 and RM469,049 (US$111,455) for the years ended June 30, 2024 and 2025, respectively.
Removed
The following table sets forth a breakdown of our administrative expenses for the years ended June 30, 2023 and 2022: For the years ended June 30, 2022 2023 2023 RM RM US$ Salaries, welfare and other benefits 2,497,547 2,337,869 501,151 Professional services fees 285,569 204,233 43,780 Security service 174,582 174,582 37,424 Office expenses and utilities 161,913 216,445 46,398 Insurance 127,010 140,686 30,157 Depreciation and amortization 153,186 182,373 39,094 Others 83,616 155,992 33,439 3,483,423 3,412,180 731,443 Our general and administrative expenses remained relatively stable at RM3,483,423 and RM3,412,180 (US$731,443) for the years ended June 30, 2022 and 2023, respectively. 42 Salaries, welfare and other benefits Our salaries, welfare and other benefits decreased by RM159,678 or 6.4% to RM2,337,869 (US$501,151) for the year ended June 30, 2023 from RM2,497,547 for the year ended June 30, 2022, which was primarily due to the decrease in COVID-19 prevention measures and expenses following the relaxation of COVID-19 prevention and compliance by the Malaysian Government.
Added
Transportation and warehouse expenses Our transportation and warehouse expenses mainly represented the delivery fee and storage costs of our inventories. The expenses increased by RM96,454 or 31.6% from RM305,163 for the year ended June 30, 2024 to RM401,617 (US$95,432) for the year ended June 30, 2025, which was primarily due to the increase in overseas shipments.
Removed
Professional services fees Our professional services fees decreased by RM81,336 or 28.5% to RM204,233 (US$43,780) for the year ended June 30, 2023 from RM285,569 for the year ended June 30, 2022, which was mainly due to the decrease of the maintenance and enhancement expenses in ERP system.
Added
The following table sets forth a breakdown of our administrative expenses for the years ended June 30, 2024 and 2025: For the years ended June 30, 2024 2025 2025 RM RM US$ Salaries, welfare and other benefits 2,255,378 2,543,157 604,305 Professional services fees 317,838 2,769,197 658,017 Security service 149,273 158,112 37,570 Office expenses and utilities 227,666 173,426 41,209 Insurance 148,097 245,113 58,244 Depreciation and amortization 145,215 161,262 38,319 Others 88,533 70,213 16,684 3,332,000 6,120,480 1,454,348 Our general and administrative expenses increased by RM2,788,480 or 83.7% from RM3,332,000 for the year ended June 30, 2024 to RM6,120,480 (US$1,454,348) for the year ended June 30, 2025, which was primarily due to the increase in professional services fees.
Removed
Depreciation and amortization Our depreciation and amortization increased by RM29,187 or 19.1% to RM182,373 (US$39,094) for the year ended June 30, 2023 from RM153,186 for the year ended June 30, 2022, which was primarily due to the increase of depreciation of ROU assets. Others Others mainly consists of bank charge, license fees, rent and other sundry expenses.
Added
Salaries, welfare and other benefits Our salaries, welfare and other benefits increased by RM287,779 or 12.8% from RM2,255,378 for the year ended June 30, 2024 to RM2,543,157 (US$604,305) for the year ended June 30, 2025, which was primarily due to the increase of director fee and salary adjustment after listing.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

24 edited+9 added−10 removed53 unchanged
Biggest changeChoong joined Deloitte & Touche (“Deloitte”) as a manager of assurance and advisory department where he was responsible for consulting and audit work for clients. Mr. Choong was then promoted to principal and later partner of Deloitte where he focused on public company capital raising and mergers and acquisitions (“M&A”).
Biggest changeChoong was then promoted to principal and later partner of Deloitte where he focused on public company capital raising and mergers and acquisitions (“M&A”). In 2002, Deloitte & Touche Corporate Finance Ltd was established to provide strategic M&A advisory services, at which Mr. Choong was responsible for business development. Mr.
We may choose to take advantage of the following exemptions afforded to foreign private issuers: ● Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation Fair Disclosure. 58 ● Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. ● Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.
We may choose to take advantage of the following exemptions afforded to foreign private issuers: ● Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation Fair Disclosure. 57 ● Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. ● Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board of directors. 57 Compensation Committee Our compensation committee consists of Mr.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board of directors. 56 Compensation Committee Our compensation committee consists of Mr.
He also worked as the chief financial officer of Sinobiomed Inc., a drug development company from 2008 to 2011, the independent non-executive director and the audit committee chairman of Tack Fat Group International Ltd (HKSE:928), an investment holding company listed on the Hong Kong Stock Exchange engaging in branded swimwear garment, from 2009 to 2011 and the independent director and vice chairman of the board of Emerson Radio Corporation Inc, a consumer electronics distribution company listed on the New York Stock Exchange (NYSE: “MSN”) from 2013 to 2016. 55 He has been since 2018 and is currently the independent director and audit committee chairman of MOXIAN Inc, a social customer relations company listed on NASDAQ (NASDAQ: “MOXC”) and has also been involved in bookkeeping and consolidation work for companies through his position as the consultant of Willsing Co.
He also worked as the chief financial officer of Sinobiomed Inc., a drug development company from 2008 to 2011, the independent non-executive director and the audit committee chairman of Tack Fat Group International Ltd (HKSE:928), an investment holding company listed on the Hong Kong Stock Exchange engaging in branded swimwear garment, from 2009 to 2011 and the independent director and vice chairman of the board of Emerson Radio Corporation Inc, a consumer electronics distribution company listed on the New York Stock Exchange (NYSE: “MSN”) from 2013 to 2016. 54 He has been since 2018 and is currently the independent director and audit committee chairman of MOXIAN Inc, a social customer relations company listed on NASDAQ (NASDAQ: “MOXC”) and has also been involved in bookkeeping and consolidation work for companies through his position as the consultant of Willsing Co.
Committees of the Board of Directors We have established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Mr. Cheung, Mr. Hui, Ms. Hui, Mr.
Committees of the Board of Directors We have established an audit committee, a compensation committee, and a nominating and corporate governance committee under the board of directors. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Mr. Cheung, Mr. Hui, Mr. Choong, Ms.
From February 2017 to June 2019, he worked as group reporting manager of Comtec Solar Systems Group Limited (HKSE: 712), a company principally engaging in research, manufacturing and sales of efficient monocrystalline products. He assisted the chief executive officer in all financial and management reporting as well as company secretary matters. 54 Mr. Wai Kuen Cheung (“Mr.
From February 2017 to June 2019, he worked as group reporting manager of Comtec Solar Systems Group Limited (HKSE: 712), a company principally engaging in research, manufacturing and sales of efficient monocrystalline products. He assisted the chief executive officer in all financial and management reporting as well as company secretary matters. 53 Mr. Wai Kuen Cheung (“Mr.
He was also an independent non-executive dire ctor of each of Chinese Food and Beverage Group Limited from February 2019 to July 2021 and Kingston Financial Group Limited from October 2005 to March 2023. Mr. Wai Kee Kan (“Mr. Kan”) has served as our director since December 2022 and has accepted appointment as our chief executive officer. Mr.
He was also an independent non-executive director of each of Chinese Food and Beverage Group Limited from February 2019 to July 2021 and Kingston Financial Group Limited from October 2005 to March 2023. Mr. Wai Kee Kan (“Mr. Kan”) has served as our director since December 2022 and has accepted appointment as our chief executive officer. Mr.
The restriction shall cease to apply to information or knowledge which may come into the public domain. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K. 56 C.
The restriction shall cease to apply to information or knowledge which may come into the public domain. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K. 55 C.
If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Equity Compensation Plan Information We have not adopted any equity compensation plans. Outstanding Equity Awards at Fiscal Year-End As of June 30, 2024, we had no outstanding equity awards.
If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer. Equity Compensation Plan Information We have not adopted any equity compensation plans. Outstanding Equity Awards at Fiscal Year-End As of June 30, 2025, we had no outstanding equity awards.
Cheung, Mr. Hui, Ms. Hui, Mr. Choong, and Ms. Yu and is chaired by Ms. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Cheung, Mr. Hui, Mr. Choong, Ms. Chan and Ms. Koay and is chaired by Ms. Koay. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules. The compensation committee assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Cheung, Mr. Hui, Ms. Hui, Mr. Choong, and Ms. Yu and is chaired by Mr. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Cheung, Mr. Hui, Mr. Choong, Ms. Chan and Ms. Koay and is chaired by Mr. Hui. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and senior management. Set forth below is information concerning our directors, director appointees, and executive officers. Name Age Position(s) Mr. Man Tak Lau 55 Director and chairman of the board of Directors Mr. Wai Kee Kan 58 Chief Executive Officer and Director Ms.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and senior management. Set forth below is information concerning our directors, director appointees, and executive officers. Name Age Position(s) Mr. Man Tak Lau 56 Director and chairman of the board of Directors Mr. Wai Kee Kan 59 Chief Executive Officer and Director Ms.
Choong, and Ms. Yu and is chaired by Mr. Cheung. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Mr.
Chan and Ms. Koay and is chaired by Mr. Cheung. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Mr.
Our subsidiary in Malaysia is required by law to make monthly contributions based on the amount of wages received by the employee to the Malaysian Employees Provident Fund which provides retirement benefits. For the fiscal year ended June 30, 2024, our subsidiary in Malaysia contributed a total amount of approximately RM19,692 for our executive officer, to the Employees Provident Fund.
Our subsidiary in Malaysia is required by law to make monthly contributions based on the amount of wages received by the employee to the Malaysian Employees Provident Fund which provides retirement benefits. For the fiscal year ended June 30, 2025, our subsidiary in Malaysia contributed a total amount of approximately RM23,946 for our executive officer, to the Employees Provident Fund.
As of June 30, 2024, we had 209 employees, comprising of 143 operators & workers and 66 staff & management. We enter into standard confidentiality and employment agreements with our employees. We believe that we maintain a good working relationship with our employees and we have not experienced any material labor dispute. 59 E. Share Ownership.
As of June 30, 2025, we had 190 employees, comprising of 124 operators & workers and 66 staff & management. We enter into standard confidentiality and employment agreements with our employees. We believe that we maintain a good working relationship with our employees and we have not experienced any material labor dispute. 58 E. Share Ownership.
For the years ended June 30, 2023 and June 30, 2024, we have paid an aggregate of RM186,049 and RM184,401, respectively, to our directors and executive officers (including salaries and retirement benefits scheme contribution).
For the years ended June 30, 2024 and June 30, 2025, we have paid an aggregate of RM184,401 and RM378,442, respectively, to our directors and executive officers (including salaries and retirement benefits scheme contribution).
Choong is highly experienced as a director or senior officer of listed companies. From 2003 to 2006, Mr. Choong worked at Byford International Ltd, a company listed on the Hong Kong Stock Exchange (HKSE:8272), with his last position as the executive director, chief financial officer, company secretary, qualified accountant, and authorized representative to the Hong Kong Stock Exchange.
Choong worked at Byford International Ltd, a company listed on the Hong Kong Stock Exchange (HKSE:8272), with his last position as the executive director, chief financial officer, company secretary, qualified accountant, and authorized representative to the Hong Kong Stock Exchange.
Carrie Chiu Ying Yu 41 Independent Director 53 The following is a brief biography of each of our executive officers, directors, and director appointees: Mr. Man Tak Lau (“Mr. Lau”) has served as our director since December 2022 and has accepted appointment as the chairman of the board of directors. Mr.
Lee Chern Koay 56 Independent Director 52 The following is a brief biography of each of our executive officers, directors, and director appointees: Mr. Man Tak Lau (“Mr. Lau”) has served as our director since December 2022 and has accepted appointment as the chairman of the board of directors. Mr.
Hui has been appointed as an Independent Director of Powell Max Limited (NASDAQ: PMAX) since September 2024. Mr. Hui has also been serving as a director at Sooning PTY Ltd. since May 2000. Ms. Kelly Wai Yan Hui (“Ms. Hui”) has served as our independent director since March 2024. Ms.
Hui has been appointed as an Independent Director of Powell Max Limited (NASDAQ: PMAX) since September 2024. Mr. Hui has also been serving as a director at Sooning PTY Ltd. since May 2000. Mr. Lionel Khuat Leok Choong (“Mr. Choong”) has served as our independent director since March 2024. Mr.
Chooi Phing Teh 51 Chief Financial Officer and Director Mr. Wai Cheung Law 52 Director Mr. Wai Kuen Cheung 56 Independent Director Mr. Norman Chun Kin Hui 46 Independent Director Ms. Kelly Wai Yan Hui 41 Independent Director Mr. Lionel Khuat Leok Choong 62 Independent Director Ms.
Chooi Phing Teh 52 Chief Financial Officer and Director Mr. Wai Cheung Law 53 Director Mr. Wai Kuen Cheung 57 Independent Director Mr. Norman Chun Kin Hui 47 Independent Director Mr. Lionel Khuat Leok Choong 63 Independent Director Ms. Wan Man Chan 57 Independent Director Ms.
Lionel Khuat Leok Choong (“Mr. Choong”) has served as our independent director since March 2024. Mr. Choong holds a bachelor of arts degree in accountancy from London Guildhall University, UK, and a master of business administration degree from the Hong Kong University of Science and Technology and the Kellogg School of Management at US Northwestern University. Mr.
Choong holds a bachelor of arts degree in accountancy from London Guildhall University, UK, and a master of business administration degree from the Hong Kong University of Science and Technology and the Kellogg School of Management at US Northwestern University. Mr. Choong has over 33 years of working experience in accounting, auditing, internal control, corporate finance and corporate governance.
Ordinary Shares beneficially owned prior to this offering Number of Ordinary Shares Approximate percentage of outstanding Ordinary Approximate percentage of Voting Directors and Executive Officers (1) : Class A Class B Shares power Mr.
Ordinary Shares beneficially owned prior to this annual report Number of Ordinary Shares Approximate percentage of outstanding Ordinary Approximate percentage of Voting Directors and Executive Officers (1) : Class A Class B Shares power Mr. Man Tak Lau 5,829,500 2,500,000 62.00 % 91.62 % F. Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable.
In 2002, Deloitte & Touche Corporate Finance Ltd was established to provide strategic M&A advisory services, at which Mr. Choong was responsible for business development. Mr. Choong is a Certified Public Accountant in Hong Kong and is a fellow member of the Institute of Chartered Accountants in England and Wales (ICAEW). Mr.
Choong is a Certified Public Accountant in Hong Kong and is a fellow member of the Institute of Chartered Accountants in England and Wales (ICAEW). Mr. Choong is highly experienced as a director or senior officer of listed companies. From 2003 to 2006, Mr.
Choong has over 33 years of working experience in accounting, auditing, internal control, corporate finance and corporate governance. From September 1984 to March 1992, Mr. Choong worked as a supervisor in BDO Binder Hamlyn in London, UK. In 1992, Mr.
From September 1984 to March 1992, Mr. Choong worked as a supervisor in BDO Binder Hamlyn in London, UK. In 1992, Mr. Choong joined Deloitte & Touche (“Deloitte”) as a manager of assurance and advisory department where he was responsible for consulting and audit work for clients. Mr.
Removed
Hui obtained a bachelor of social sciences from Lingnan University, Hong Kong, in 2006, a master’s degree in banking and finance from University of Stirling, United Kingdom, in 2007 and a master’s degree in China economic laws from Jinan University, the PRC in 2012. Ms. Hui has more than 15 years of experience in the investment banking industry. Ms.
Added
Ltd since 2015. Ms. Wan Man Chan (“Ms. Chan”) has served as our independent director since August 15, 2025. Ms. Chan, graduated from The Hong Kong Polytechnic University with a bachelor of arts degree in accountancy in November 1991 and obtained her master of International Finance from The University of Amsterdam in July 2001. Ms.
Removed
Hui has led and executed a number of mergers and acquisitions, takeovers and initial public offerings, with specific focus across the PRC and the Asia-Pacific region. Throughout the years, Ms.
Added
Chan has more than 20 years of experience in the investment banking industry. She has led a number of initial public offerings; and provided advisory services to listed companies, mainly across the Asia-Pacific region. Ms. Chan is currently the treasurer of Christian Counselling Service in Singapore since April 2025. Throughout the years, Ms.
Removed
Hui served at Guangdong Securities Limited from 2008 to 2011 with her last position as assistant manager, at RHB Capital Hong Kong Limited from 2015 to 2017 with her last position as senior vice president, at Success New Spring Capital Limited from 2017 to 2019 with her last position as director and at Opus Capital Limited from 2019 to 2023 with her last position as director.
Added
Chan served at Grande Capital Limited from October 2017 to September 2020 with her position as managing director, at Ample Capital Limited from September 2004 to October 2017 with her position as president of investment banking, at CSC Asia Ltd from May 2000 to September 2004 with her last position as director of investment banking, at CEF (Singapore) Ltd from February 1997 to August 1998 with her position as manager of corporate finance and at The Stock Exchange of Hong Kong Limited form March 1993 to Aprill 1996 with her last position as senior executive.
Removed
Ms. Hui is currently the director at Messis Capital Limited since 2023. Ms. Hui has also been a panel member of Hong Kong Mediation Centre since 2021 and has been admitted as an international accredited professional mediator since 2022. Ms. Hui has been a member of Certified Practising Accountant (CPA) with CPA Australia since 2023. Mr.
Added
Ms. Lee Chern Koay (“Ms. Koay”) has served as our independent director since 15 August 2025. Ms. Koay has been a member and a fellow member of the Association of Chartered Certified Accountants since September 1997 and September 2002, respectively. She has over 20 years of experience in audit and accounting. Ms.
Removed
Ltd since 2015. Ms. Carrie Chiu Ying Yu (“Ms. Yu”) has served as our independent director since March 2024. Ms. Yu holds a bachelor of science degree in business administration (finance) from Carnegie Mellon University, US. From 2005 to 2014, Ms.
Added
Koay has been appointed as an independent director of Powell Max Limited (Nasdaq: PMAX) since September 4, 2024. Ms. Koay is currently the financial accountant of Land Real Pty Limited, a property development company in Australia since April 2021.
Removed
Yu worked at JPMorgan Chase & Co. in New York with her last position as the equity research analyst in Asset Management. From April 2014 to March 2017, Ms. Yu was the head of Asia distribution of the Union Gaming Group, LLC, a boutique investment bank focused in the global gaming industry in Hong Kong.
Added
She has served as a financial controller of TEM Electronics (M) Sdn Bhd, engaging in manufacturing and sale of wire/cable harnesses and power supply cords assembled products in Malaysia during the period between November 2010 and August 2019, as an executive director of TEM Holdings Limited, its holding company and a company listed on the GEM of the HK Stock Exchange (Stock Code: 8346) between April 2016 and September 2019, and was subsequently designated as a non-executive director from October 2019 until January 2021.
Removed
From July 2017 to August 2018, Ms. Yu was the head of investor relations at AGTech Holdings Limited. Ms. Yu has been since November 2021 and is currently the strategic advisor of Quantum Solution Limited, a company listed on the Tokyo Stock Exchange (TSE:2338). Ms.
Added
During the period between December 2006 and December 2008, Ms. Koay has served as a group financial controller of Pensonic Holdings Berhad, a company listed on the Bursa Malaysia (stock code: 9997) engaging in manufacturing, assembly and distribution of electrical and electronics appliances. During the period between January 2006 and October 2006, Ms.
Removed
Yu also founded Woodlands Investment Partners, an investment management firm in Hong Kong, in 2019 and is currently its chief operating officer and head of business development. B. Compensation.
Added
Koay has served as an audit manager of SH Yeoh & Co., an audit firm in Malaysia. During the period between January 2000 and June 2004, Ms. Koay has served as a finance manager of Uptown Alliance (M) Sdn Bhd in Malaysia, a wholly-owned subsidiary of Tiffany & Co. (NYSE: TIF) engaging in high-end retailing.
Removed
The following table assumes that none of our officers, directors or 5% or greater beneficial owners of our Ordinary Shares will purchase shares in our IPO. In addition, the following table assumes that the over-allotment option has not been exercised.
Added
During the period between January 1995 and October 1999, Ms. Koay has served as an assistant manager of PricewaterhouseCoopers Associates Sdn. Bhd., an audit firm in Malaysia. During the period between February 1993 and June 1994, Ms. Koay has served as an audit assistant of BDO Binder, an audit firm in Malaysia. B. Compensation.
Removed
Man Tak Lau 5,829,500 2,500,000 74.04 % 95.03 % Others* less than 5% Shareholders: 2,920,500 - 25.96 % 4.97 % Total 8,750,000 2,500,000 100.00 % 100.00 % * Each of 8 other shareholders are hold less than 5% shares of Class A ordinary shares. F. Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

7 edited+1 added−4 removed10 unchanged
Biggest changeFor the years ended June 30, Nature 2022 2023 2024 2024 RM RM RM US$ TEM Electronics (Jiangmen) Co Ltd Trade Payables (1) 2,328,636 1,312,681 814,848 172,795 TEM Electronics (Jiangmen) Co Ltd Trade Receivables (2) 166,873 3,336 31,452 6,670 BAP Trading Co Ltd IT Support Fee (3) 202,578 72,709 100,024 21,211 BAP Trading Co Ltd Trade Payables (4) — 115,308 377,647 80,083 New Universe Industries Ltd Listing Expenses (5) — 2,044,063 3,206,402 679,942 SEAP Trading Pte Ltd Trade Receivables (6) — 119,868 43,410 9,205 SEAP Trading Pte Ltd Loans (7) 5,730,400 2,190,942 — — SEAP Trading Pte Ltd Interest Expenses (7) 169,588 344,155 240,153 50,926 TEM Group Ltd Loans (8) — — — — TEM Group Ltd Interest Expenses (8) 17,275 — — — Total 8,615,350 6,203,062 4,813,936 1,020,832 (1) During the normal course of business, TEM engaged TEM Electronics (Jiangmen) Co Ltd as supplier to supply wires and cables during the financial years.
Biggest change(4) The loans due to SEAP Trading Pte Ltd were fully settled in January 2025. 60 Transactions with Related Parties Related party transactions during the three years ended June 30, 2023, 2024, 2025 For the years ended June 30, Nature 2023 2024 2025 2025 RM RM RM US$ TEM Electronics (Jiangmen) Co Ltd Trade Payables (1) 1,312,681 814,848 1,562,674 371,323 TEM Electronics (Jiangmen) Co Ltd Trade Receivables (2) 3,336 31,452 - - BAP Trading Co Ltd IT Support Fee (3) 72,709 100,024 - - BAP Trading Co Ltd Trade Payables (4) 115,308 377,647 492,565 117,043 New Universe Industries Ltd Listing Expenses (5) 2,044,063 3,206,402 - - SEAP Trading Pte Ltd Trade Receivables (6) 119,868 43,410 61,832 14,692 SEAP Trading Pte Ltd Loans (7) 2,190,942 - - - SEAP Trading Pte Ltd Interest Expenses (7) 344,155 240,153 60,246 14,315 (1) During the normal course of business, TEM engaged TEM Electronics (Jiangmen) Co Ltd as supplier to supply wires and cables during the financial years.
(5) The amount due to New Universe Industries Ltd represents the listing expenses incurred in related to the fees of our professional parties including legal advisers, industry experts and auditors. The amount due to this related party is to be settled upon listing.
(5) The amount due to New Universe Industries Ltd represents the listing expenses incurred in related to the fees of our professional parties including legal advisers, industry experts and auditors. The amount due to this related party is to be settled in due course.
(2) The balance due from SEAP Trading Pte Ltd has been fully settled in July 2024.
(2) The balance due from SEAP Trading Pte Ltd has been fully settled in July 2025.
List of Related Parties Name of related parties Relationship with the Company TEM Electronics (Jiangmen) Co Ltd Common controlled by the substantial shareholder SEAP Trading Pte Ltd Common controlled by the substantial shareholder TEM Group Ltd Common controlled by the substantial shareholder BAP Trading Co Ltd Common controlled by the substantial shareholder New Universe Industries Ltd Common controlled by the substantial shareholder 60 Due from related parties As of June 30, 2024, 2023 and 2022, amounts due from related parties consisted of the following: Maximum As of June 30, Due from related parties Nature exposures 2022 2023 2024 2024 RM RM RM RM US$ TEM Electronics (Jiangmen) Co Ltd (1) Trade 136,521 249 — 2,244 476 SEAP Trading Pte Ltd (2) Trade 58,086 — — 39,876 8,456 Total 249 — 42,120 8,932 (1) The balance due from TEM Electronics (Jiangmen) Co Ltd has been fully settled in July 2024.
List of Related Parties Name of related parties Relationship with the Company TEM Electronics (Jiangmen) Co Ltd Common controlled by the substantial shareholder SEAP Trading Pte Ltd Common controlled by the substantial shareholder BAP Trading Co Ltd Common controlled by the substantial shareholder New Universe Industries Ltd Common controlled by the substantial shareholder 59 Due from related parties As of June 30, 2025, 2024 and 2023, amounts due from related parties consisted of the following: Maximum As of June 30, Due from related parties Nature exposures 2023 2024 2025 2025 RM RM RM RM US$ TEM Electronics (Jiangmen) Co Ltd (1) Trade - - 2,244 - - SEAP Trading Pte Ltd (2) Trade 21,128 - 39,876 21,128 5,021 Total - 42,120 21,128 5,021 (1) The balance due from TEM Electronics (Jiangmen) Co Ltd has been fully settled in July 2024.
(2) The balance due to BAP Trading Co Ltd has been fully settled in October 2024. (3) The balance due to New Universe Industries Ltd is unsecured and interest free, the amount will be settled upon listing.
(2) The balance due to BAP Trading Co Ltd will be settled in October 2025. (3) The balance due to New Universe Industries Ltd is unsecured and interest free, the amount will be settled in due course.
Due to related parties As of June 30, 2024, 2023 and 2022, amounts due to related parties consisted of the following: Maximum As of June 30, Due to related parties Nature exposures 2022 2023 2024 2024 RM RM RM RM US$ TEM Electronics (Jiangmen) Co Ltd (1) Trade 597,228 597,228 148,835 — — BAP Trading Co Ltd (2) Trade 232,603 — 25,720 70,354 14,919 BAP Trading Co Ltd Non-trade 100,289 94,772 — 100,289 21,268 New Universe Industries Ltd (3) Non-trade 5,717,808 — 2,044,063 5,250,465 1,113,401 SEAP Trading Pte Ltd (4) Loans 6,997,500 5,730,400 6,997,500 3,539,625 750,604 SEAP Trading Pte Ltd (5) Non-trade 1,068 — 1,068 — — Total 6,422,400 9,217,186 8,960,733 1,900,192 (1) The balance due to TEM Electronics (Jiangmen) Co Ltd has been fully settled in September 2023.
Due to related parties As of June 30, 2025, 2024 and 2023, amounts due to related parties consisted of the following: Maximum As of June 30, Due to related parties Nature exposures 2023 2024 2025 2025 RM RM RM RM US$ TEM Electronics (Jiangmen) Co Ltd (1) Trade 490,963 148,835 - 255,273 60,658 BAP Trading Co Ltd (2) Trade 232,603 25,720 70,354 104,641 24,865 BAP Trading Co Ltd Non-trade - - 100,289 - - New Universe Industries Ltd (3) Non-trade 5,250,465 2,044,063 5,250,465 5,149,801 1,223,696 SEAP Trading Pte Ltd (4) Loans 2,461,525 6,997,500 3,539,625 - - SEAP Trading Pte Ltd Non-trade - 1,068 - - - Total 9,217,186 8,960,733 5,509,715 1,309,219 (1) The balance due to TEM Electronics (Jiangmen) Co Ltd has been fully settled in August 2025.
As of 30 June 2024, all loans with TEM Group Limited has been fully settled. Policies and Procedures for Related Party Transactions Our board of directors has created an audit committee in connection with our IPO which will be tasked with review and approval of all related party transactions. C. Interests of Experts and Counsel Not applicable.
(7) The amount due to SEAP Trading Pte Ltd represents financial arrangement primarily used to optimize cashflow and support business operations. 61 Policies and Procedures for Related Party Transactions Our board of directors has created an audit committee in connection with our IPO which will be tasked with review and approval of all related party transactions. C.
Removed
(4) The loans due to SEAP Trading Pte Ltd is unsecured and interest bearing at 4.5% p.a., partial outstanding amount of MYR943,900 was settled in July 2024, the remaining amounts are due for repayment in August 2025 and August 2026 respectively.
Added
We are of the opinion that the price of the connector assembly provided and other terms of the sales transactions were negotiated at arm’s-length.
Removed
(5) The balance due to SEAP Trading Pte Ltd is unsecured and interest free. 61 Transactions with Related Parties Related party transactions during the three years ended June 30, 2022, 2023, 2024.
Removed
We are of the opinion that the price of the connector assembly provided and other terms of the sales transactions were negotiated at arm’s-length. 62 (7) TEM further entered into six loan agreements with SEAP Trading Pte Limited on 6 August, 2021, 18 August 2021, 2 March 2022, 2 June, 2022, 8 July 2022 and 16 August 2022, pursuant to which SEAP Trading Pte Limited agrees to loan TEM US$550,000, US$350,000, US$200,000, US$200,000, US$200,000 and US$200,000, respectively for working capital purpose at the interest rate of 4.5% per annum, as of 30 June 2024, the balance amount to be repaid on or before 7 July 2024, 15 August 2024 and 17 August 2025 respectively.
Removed
(8) TEM entered into three loan agreements with TEM Group Limited on 23 April, 2019, 2 May 2019 and 23 May 2019 and one supplemental agreement on 30 December 2020, pursuant to which TEM Group Limited agrees to loan TEM US$350,000, EUR200,000 and US$350,000, respectively for working capital purpose at the interest rate of 3% per annum to be repaid on or before 31 December 2022 (as extended by the supplemental agreement), 31 August 2021 and 31 December 2021, respectively.