UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _________

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report __________

Commission file number 001-41665

(Exact name of the Registrant as specified in its charter)

(Translation of Registrant’s name into English)

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

(Alfred) Tan Choong Hau, Chief Executive Officer

Tel: +6588567206

Email: [email protected]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Annual Report on Form 20-F

Year Ended June 30, 2026

TABLE OF CONTENTS

CERTAIN INFORMATION

As used in this Annual Report on Form 20-F (the “Annual Report”), unless otherwise indicated or the context otherwise requires, references to:

Our reporting currency is RM. The functional currency of ARB IOT Group Limited, our Cayman Islands holding company, is USD, and our subsidiaries’ functional currencies are RM or SGD, as applicable. This Annual Report contains translations of RM amounts into USD at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RM to USD in this Annual Report for the fiscal year ended June 30, 2026 were made at a rate of RM4.0800 to $1.00. USD amounts for prior fiscal years may be translated at the historical exchange rates in effect as of the end of the respective prior fiscal years. We make no representation that any RM could have been, or could be, converted into USD, as the case may be, at any particular rate, at the rates stated below, or at all. The Malaysian government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RM into foreign exchange and through restrictions on foreign trade. On June 30, 2026, the exchange rate was RM4.0800 to $1.00. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

Our fiscal year end is June 30. References to a particular “fiscal year” are to our fiscal year ended June 30 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with IFRS.

FORWARD-LOOKING STATEMENTS

This Annual Report contains many statements that are “forward-looking” and uses forward-looking terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking statements are based are reasonable and within the bounds of our knowledge of our business and operations as of the date of this Annual Report, any or all of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based on those assumptions could also be incorrect. The forward-looking statements in this Annual Report include, without limitation, statements relating to:

The forward-looking statements included in this Annual Report are subject to known and unknown risks, uncertainties and assumptions about our businesses and business environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors, some of which are described under the headings “Risk Factors,” “Operating and Financial Review and Prospects,” “Information on our Company” and elsewhere in this Annual Report. Such risks and uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could adversely impact our business and financial performance. The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

3.A. [Reserved]

3.B. Capitalization and Indebtedness

Not applicable.

3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

3.D. Risk Factors

You should carefully consider the following risk factors and all of the information contained in this Annual Report, including but not limited to, the matters addressed in the section titled “Forward-Looking Statements,” and our financial information before you decide whether to invest in our securities. One or more of a combination of these risks could materially impact our business, financial condition or results of operations. In any such case, the market price of our ordinary shares could decline, and you may lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently do not consider to be material may also materially and adversely affect our business, financial condition or results of operations.

Summary Risk Factors

Risks Related to Our Business

We have a limited operating history and experience in the Malaysian IoT industry, which may make it difficult to evaluate our business and prospects and may not be indicative of our future growth or financial results.

We have a limited operating history in the Malaysian IoT industry, which makes it difficult to evaluate our business and prospects. We began operations in 2019, starting with offering smart home and building solutions, and since then, have expanded our product and service offerings to provide IoT products for agriculture, consumer electronics, retail and other industries.

In the fiscal year ended June 30, 2026, our revenue increased by RM38.0 million ($10.9 million) or 19%, to RM235.4 million ($57.7 million), from RM197.3 million ($46.8 million) for the year ended June 30, 2025.

Our growth prospects should be considered in light of the risks and uncertainties that companies with a limited operating history and experience in our industry may encounter, including, among others, risks and uncertainties regarding our ability to:

All these endeavors involve risks and will require significant allocation of management and employee resources. We cannot assure you that we will be able to effectively manage our growth or implement our business strategies effectively. If the market for our products does not develop as we expect or if we fail to address the needs of this dynamic market, our business, results of operations, and financial condition will be materially and adversely affected.

Our expansion into new products, services, technologies, market segments and geographic regions subjects us to additional risks.

We continue to expand into new market segments, products and services, such as IoT AI servers, IoT AI power chargers, IoT drones and other IoT-related products. We have limited or no experience in our newer market segments, and our customers may not adopt our product offerings. These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them. In response to new regulatory requirements or industry standards, or in connection with the introduction of new products, we may need to impose more rigorous risk management systems and policies, which may negatively affect the growth of our business. Any significant change to our business model may not achieve expected results and may materially and adversely affect our financial condition and results of operations. Failure to realize the benefits of amounts we invest in new technologies, products, or services could also result in the value of those investments being written down or written off.

We are subject to credit risks associated with our accounts receivable, other receivables, deposits and prepayments, exposing us to credit risk, and any deterioration in the creditworthiness of our customers or counterparties may adversely affect our business, financial condition and results of operations.

Our customers’ financial condition and their ability to make payments may impact our operations. As our customers generally purchase our products on credit, our results of operations and financial conditions could be adversely affected if they encounter financial difficulties. To mitigate the credit risk, we monitor customers’ creditworthiness and establish appropriate credit terms based on periodic assessments of customers’ payment history and other relevant factors. We manage credit risk related to our customers by performing periodic evaluations of creditworthiness and applying other credit risk monitoring procedures.

As of June 30, 2026, 2025 and 2024, we had approximately RM nil ($nil), RM41.8 million ($9.9 million) and RM nil ($nil) in trade receivables, respectively. As of June 30, 2026, 2025 and 2024, we also had approximately RM41.5 million ($10.2 million), RM0.2 million ($41.6 thousands) and RM9.5 million ($2.0 million), respectively, of other receivables, deposits and prepayments. For the year ended June 30, 2026, the trade receivables are due immediately upon issuance of invoices. Historically, our normal trade credit terms ranged between 30 to 210 days. We have provided a long credit period of approximately 210 days to some large customers to secure contracts from them.

As of June 30, 2026, we did not have any outstanding trade receivables. Future sales may continue to be made on credit terms, which may expose us to collection and credit risks. As of June 30, 2026, substantially all of our other receivables, deposits and prepayments balance consisted of deposits paid to suppliers to secure production capacity for future production requirements. A significant portion of these deposits were non-refundable and will be applied against future charges for products or services upon delivery. For non-refundable production deposits, recoverability depends on the suppliers’ ability to deliver the contracted products or services. Accordingly, our credit risk exposure is not limited to customers, but also extends to the counterparties to whom such deposits are paid. Due to uncertainty of the timing of collection, we establish allowance for doubtful accounts based on individual account analysis and historical collection trends. We establish a provision for doubtful receivables when there is objective evidence that we may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as on past trends of collections. Considering customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against account receivable balance, with a corresponding charge recorded in the consolidated statements of operations and other comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

We did not have any material bad debt write-offs in trade receivables during the years ended June 30, 2026, 2025 and 2024. In addition to trade receivables, we are also exposed to credit risk relating to other receivables deposits and prepayments. During the years ended June 30, 2026, 2025 and 2024, we recorded impairment losses on deposits of approximately RM5.7 thousand ($1.4 thousand), RM4.0 million ($0.9 million) and RM nil ($nil), respectively. The impairment losses primarily reflected management’s assessment of the recoverability of amounts due from counterparties based on the specific facts and circumstances of the underlying arrangements. We continuously monitor the recoverability of trade receivables, other receivables, deposits and prepayments and recognize impairment losses when recoverability becomes uncertain.

Although we manage credit risk related to our customers and other counterparties by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures, if there is an occurrence of circumstances that affect our customers’ or other counterparties’ ability to pay us such as deteriorating conditions in, bankruptcies, or financial difficulties of a customer or a counterparty or within their industries generally, our operating cash flow will be under tremendous pressure, and we could experience payment delays or default in payment to our suppliers or other creditors, which may result in material and adverse impact on our business, results of operations and financial condition.

We are a holding company, and we are accordingly dependent upon distributions from our subsidiaries to service our debt and pay dividends, if any, taxes and other expenses.

We are a Cayman Islands holding company and have no material assets other than property plant and equipment and ownership of equity interests in our subsidiaries. We have no independent means of generating revenue. We intend to cause our subsidiaries to make distributions to their shareholders in an amount sufficient to cover all applicable taxes payable and dividends, if any, declared by us. Our ability to service our debt, if any, depends on the results of operations of our subsidiaries and upon the ability of such subsidiaries to provide us with cash, whether in the form of dividends, loans or other distributions, to pay amounts due on our obligations. Future financing arrangements may contain negative covenants that limit the ability of our subsidiaries to declare or pay dividends or make distributions. Our subsidiaries are separate and distinct legal entities; to the extent that we need funds, and our subsidiaries are restricted from declaring or paying such dividends or making such distributions under applicable law or regulations or are otherwise unable to provide such funds (for example, due to restrictions in future financing arrangements that limit the ability of our operating subsidiaries to distribute funds), our liquidity and financial condition could be materially harmed.

We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We have entered into certain transactions with related parties. See “Item 7B. Related Party Transactions.” We believe the terms obtained or consideration that we paid or received, as applicable, in connection with these transactions were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

We may in the future enter into additional transactions with any of our directors, officers or principal shareholders, or any members of their immediate family or entities controlled by them. Such transactions present potential for conflicts of interest, as the interests of these parties may not align with the interests of the Company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as for events of default.

Our Audit Committee is responsible for reviewing and approving all material related party transactions. We rely on the laws of the Cayman Islands, which provide that the directors owe a duty of care and a duty of loyalty to our Company. Under Cayman Islands law, our directors have a duty to act honestly, in good faith, and view our best interests. Our directors also have a duty to exercise the care, diligence, and skills that a reasonably prudent person would exercise in comparable circumstances. Nevertheless, we may have achieved more favorable terms if such transactions had not been entered into with related parties. These transactions, individually or in aggregate, may have an adverse effect on our business and results of operations or may result in litigation or enforcement actions by the SEC or other agencies.

There is no assurance that our IoT drone products will operate as intended.

We face risks related to the performance and reliability of our IoT drone products, and there is no assurance they will operate as intended. These products are relatively new and have not been in operation for an extended period, which increases the likelihood of design, integration, or deployment issues that may impair functionality. Our systems depend on a combination of hardware, firmware, connectivity, analytics, and third-party integrations that can be affected by network instability, sensor failure, power interruptions, adverse environmental conditions, software defects, cybersecurity incidents, or insufficient user adoption and training. In addition, the success of these products often requires alignment with variable agronomic factors, including weather patterns, soil conditions, pest pressure, and crop cycles, which are outside our control and may limit the ability of our products to deliver consistent results. As a consequence, we may be unable to achieve or maintain the intended benefits, such as high production yields, lower crop losses, reduced operating costs, improved traceability, or enhanced decision support. If our IoT drone products do not perform as designed, customers may reduce or cancel deployments, and our reputation, revenue growth, and margins could be adversely affected.

If our customers fail to pay us in accordance with the terms of their agreements, we may have to bring actions to compel payment.

We typically enter into multiple year arrangements with our customers. If customers fail to pay us under the terms of our agreements, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of our contracts, including litigation. The risk of such negative effects increases with the term length of our customer arrangements. Furthermore, some of our customers may seek bankruptcy protection or other similar relief, including as a result of the impacts and disruptions caused by events beyond their control, and fail to pay amounts due to us, or pay those amounts more slowly, either of which could adversely affect our business, results of operations and financial condition.

Our product supply agreements generally give our customers flexibility to terminate engagements without cause by giving notice in advance, and as such, subjects our revenue to uncertainty to some degree.

Our product supply agreements, such as our IoT drone agreements, typically allow our clients to terminate our master agreements and work orders with or without cause, and, in the case of termination without cause, subject to 30 days’ prior notice.

Our clients may terminate or reduce their purchases from us for a number of reasons, including that they are not satisfied with our products or our ability to meet their needs and expectations. Even if we successfully deliver on contracted products and maintain close relationships with our clients, factors beyond our control could cause the loss of or reduction in business or revenue from our existing clients. These factors include without limitation:

The ability of our clients to terminate their engagement with us at will makes our future sales amounts uncertain. We may not be able to replace any client that chooses to terminate or not renew its contract with us, which could materially adversely affect our revenue and thus our results of operations. Furthermore, terminations in engagements may make it difficult to plan our project resource requirements.

If a significant number of clients cease purchasing or reduce their purchase volumes of our products, we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue from clients. Such changes could adversely affect our business, results of operations and financial condition.

We depend on a limited number of customers for a large portion of our revenues.

We consider a major customer in each period to be a customer that accounted for more than 10% of overall revenues in such period.

For the year ended June 30, 2026, the two major customers of the Company were AT3 Technologies Sdn Bhd, accounting for 55.7% of the total revenue, and Gajah Kapitalan Sdn Bhd, accounting for 29.9% of the total revenue. For the year ended June 30, 2025, three major customers accounted for 69.2% of our total revenue. For the year ended June 30, 2024, three major customers accounted for 89.4% of our total revenue.

The loss of, or a substantial decrease in the volume of, revenues by any of our top customers could harm our revenues and profitability. In addition, an adverse change in the terms of our dealings with, or in the financial wherewithal or viability of, one or more of our significant customers could harm our business, financial condition and results of operations.

We expect that a significant portion of our revenues will continue to be derived from a small number of customers and that the percentage of revenues represented by these customers may increase. As a result, changes in the strategies of our largest customers or in their operating environments may reduce our revenues, as a result of customers modifying their sales, pricing, or spending practices. The loss of such sales could have an adverse effect on our business, financial condition and results of operations.

All of our customer orders have agreed delivery schedules. If we fail to meet these contractual commitments, we could be subject to financial penalties or claims for liquidated damages, which could adversely affect our business, operating results, financial condition and prospects.

All of our customer orders have agreed delivery schedules. There is a risk that we may encounter delays in sourcing, procuring or delivering products, or meeting agreed delivery schedules. Failure to fulfill our customer orders on time or meet agreed delivery schedules may subject us to customer claims. Any extended delays could adversely affect our reputation, ability to attract new customers and retain existing customers, revenue, and operating results.

We depend on third-party providers and suppliers for components of our IoT products. Any failure or interruption in products or services provided by these third parties could harm our ability to operate our business.

We source a variety of hardware and software from third party suppliers for our IoT products. As a result, our ability to supply products to customers depends on third parties providing us with timely and reliable products and services at acceptable prices.

We rely on third-party software for key automation features in certain of our offerings and on the interoperation of that software with our own, such as our mobile applications and related platform. We could experience service disruptions if customer usage patterns for such offerings exceed, or are otherwise outside of, design parameters for the system and the ability for us or our third-party provider to make corrections. Such interruptions in the provision of services could result in our inability to meet customer demand, damage our reputation and customer relationships, and materially and adversely affect our business. Because a number of our products and technology offerings incorporate technology developed and maintained by third parties, we are, to a certain extent, dependent upon such third parties’ ability to update, maintain, or enhance their current products and services; and to ensure that their products are free of defects or security vulnerabilities. If our agreements with third-party vendors are not renewed or the third-party software becomes obsolete, is incompatible with future versions of our products or services, or otherwise fails to address our needs, we cannot provide assurance that we would be able to replace the functionality provided by the third-party software with technology from alternative providers. Any of these factors could materially adversely affect our business, financial condition, results of operations, and cash flows.

We also rely on third-party technology companies to provide automation and interactive features incorporated in our products to our customers. These technology companies could fail to provide these products or services consistently, or at all, which could result in our inability to meet customer demand and damage our reputation. There can be no assurance that third-party technology companies will continue to provide such technology and services without disruption. Any such failure or disruption, particularly one of a prolonged duration, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

We source software and hardware from various local suppliers and any disruption in global supply chain may affect our business, operating results, and financial condition.

We source hardware and software from local suppliers. While we are not dependent on any single supplier, any serious and prolonged global shortage of hardware and software required to support our products and technology offerings may lead to delay in delivery to customers which may affect our reputation, our business relationship with our customers, or expose us to late delivery penalties. This in turn could potentially result in loss of business opportunities or loss of revenue that may adversely affect our profitability and growth.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with customers and other third parties generally include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations, and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, those limitations may not be fully enforceable in all situations, and we may still incur substantial liability under those agreements. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

We have engaged in and plan to conduct additional strategic transactions, which could divert our management’s attention, result in additional dilution to our shareholders, disrupt our operations and adversely affect our operating results. We may not be able to successfully integrate acquired businesses and technologies or achieve the anticipated benefits of such acquisitions.

In pursuing our business strategy, we have in the past acquired and plan to seek to acquire or invest in businesses, products, technologies, or talent that we believe could complement or expand our business, enhance our product offerings and technology capabilities or otherwise offer growth opportunities. We may compete with others for the same opportunities. The pursuit of any of these strategic transactions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable transactions, whether or not they are consummated.

Any strategic transaction may result in unforeseen operating difficulties and expenditures. If we acquire additional businesses or enter into other strategic transactions, we may not be able to integrate the acquired personnel, operations, products and technologies successfully, or effectively manage the combined business following the strategic transactions. In addition, we have limited experience in consummating strategic transactions. We also may not achieve the anticipated benefits from the strategic transactions due to a number of factors, including:

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations.

Strategic transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results, increase our financial risk, restrict our ability to take certain actions and cause the market price of our ordinary shares to decline. In addition, if a strategic transaction fails to meet our expectations, our operating results, business, and financial position may suffer.

We may be required to record impairment charges against the carrying value of our goodwill and other intangible assets in the future.

As of June 30, 2026, 2025 and 2024, we had recorded goodwill and intangible assets with a net book value of RM nil, RM53.8 million ($12.8 million) and RM88.8 million ($18.8 million), respectively. Besides amortizing intangible assets over 5 to 10 years, we are required to test for impairment at least annually and whenever evidence of impairment exists.

During the years ended June 30, 2026, 2025 and 2024, amortization of intangible assets of approximately RM15.6 million ($3.8 million), RM18.9 million ($4.5 million) and RM27.9 million ($5.9 million) were recorded in our statements of profit or loss, respectively. The carrying value of our goodwill and intangible asset values are measured using value in use (“VIU”) calculations and discounted cash flow model, including significant judgements and assumptions relating to revenue growth rates, projected operating income and expenses and the weighted average cost of capital (“WACC”) as the discount rate. We may be required in the future to record impairment charges that could have a material adverse effect on our reported results.

Our lack of business insurance could expose us to significant costs and business disruption.

The IoT industry in Malaysia is an emerging sector. We currently do not have any product liability or disruption insurance to cover our operations in Malaysia, which, based on public information available to us relating to Malaysia-based IoT companies, is consistent with customary industry practice in Malaysia. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. If we suffer any losses, damages or liabilities in the course of our business operations, we would not have insurance coverage to provide funds to cover any such losses, damages or product claim liabilities. Therefore, there may be instances when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely affect our financial condition and results of operations.

Our planned expansions outside Malaysia and in the ASEAN region subject us to risks inherent in international operations that can harm our business, results of operations, and financial condition.

A key element of our strategy is to operate and sell our IoT products to customers across the ASEAN region. Operating internationally requires significant resources and management attention. We cannot be certain that the investment and additional resources required to operate internationally will produce desired levels of revenue or profitability. Further, operating internationally subjects us to various risks, including:

Any of the above risks could adversely affect our planned international operations in the future, including reducing revenue from customers outside of Malaysia or increasing operating costs, each of which could adversely affect our business, results of operations, financial condition, and growth prospects. Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.

As an IoT product provider, the success of our business model depends on our ability to recruit, deploy and manage suppliers.

We currently rely extensively on third-party suppliers for hardware procurement. Our ability to source, coordinate and manage these suppliers at the speed and scale required by customer engagements is critical to our operating performance. We may face shortages of qualified contractors, wage inflation, competition from other technology and services firms, and variability in contractor availability by region and season. Inadequate staffing levels, delays in deployment, or deficiencies in training and supervision could result in schedule slippage, cost overruns, safety incidents, rework, or quality issues that adversely affect customer satisfaction and service-level compliance. Because contractors operate outside our direct employment, we are exposed to risks related to inconsistent performance, misalignment with our policies and controls, and noncompliance with legal and regulatory requirements, including labor, immigration, health and safety, and data security laws. We may also be subject to joint employer, vicarious liability, or indemnity claims arising from contractor conduct. If we are unable to attract and retain qualified contractors, efficiently allocate and manage them across our operations, or enforce our standards and contractual protections, our ability to deliver products on time and within budget could be impaired, which could harm our reputation, customer relationships, revenue growth, margins, and cash flows. In addition, disruptions at or the financial instability of our outsourcing vendors could interrupt service delivery, require us to incur incremental costs to transition work, or necessitate internal hiring that may not be feasible on short notice, any of which could materially and adversely affect our business.

Our AI partnerships, regional expansion, and large customer orders may not commercialize as expected and expose us to execution, supply chain, and working capital risks.

Our recent AI initiatives in relation to the IoT AI server orders are subject to uncertainties in finalizing definitive agreements, coordinating joint go-to-market efforts, and meeting customer schedules and performance criteria. We depend on constrained components (including GPUs, accelerators, memory, and power and thermal systems), upstream vendor allocations, certification timelines, and the readiness of customer facilities (power density, cooling, networking, and security). Any delays, redesigns, or cost inflation could compress margins, defer revenue recognition, or trigger penalties, change orders, or cancellations. Regional logistics, permitting, and regulatory requirements may slow deployments. Fulfilling large-scale orders can also strain working capital due to inventory purchases, capacity expansion, and milestone-based billing, and adverse customer credit or payment term extensions could negatively affect liquidity.

Our AI Data Centre Experimental Laboratory and broader AI offerings may not achieve their research or commercialization objectives and may increase compliance, cybersecurity, and intellectual property risks.

The AI Data Centre Experimental Lab established with academic and commercial partners may not produce commercially viable technologies, datasets, or reference deployments on the anticipated schedule or at all, and may require ongoing investment in infrastructure, energy, and specialized personnel. Collaboration arrangements can involve complex governance, restrictions on publication and data use, and uncertainties over intellectual property ownership and licensing, any of which could limit productization. As we scale AI solutions, we face heightened obligations related to data protection, cybersecurity, and emerging AI governance frameworks; security incidents, misuse of data, biased or non-representative datasets, or noncompliance with evolving standards could result in service interruptions, legal liability, regulatory inquiries, and reputational harm. Loss of or restrictions under third-party licenses, reference designs, or partner support could also impair our ability to assemble, localize, or maintain AI servers and applications.

Our IoT drone may not deliver expected results and are subject to agronomic, safety, regulatory, and product liability risks.

Orders to deploy our IoT drone products and related technologies depend on reliable connectivity, sensor accuracy, device uptime, and effective analytics under real-world field conditions. External factors—including weather variability, soil conditions, pest and disease pressure, terrain, labor practices, and adherence to operating procedures—may prevent these products from achieving targeted yield improvements, loss reductions, or cost savings, which could reduce expected recurring revenues. Autonomous ground equipment and unmanned aerial systems are subject to permitting, pilot qualifications, airspace and pesticide application regulations, and environmental constraints; failures, accidents, or noncompliance could result in deployment delays, enforcement actions, or product liability claims. Changes in government policies, incentives, or regional conditions in Sabah and Sarawak may further affect adoption, increase costs, or diminish anticipated benefits.

If demand for our products and solutions does not develop as expected, our projected revenues and profits may not materialize.

Our future profits are influenced by many factors, including economics, technology advancements, and world events and changing customer preferences. We believe that our target markets will continue to grow, that we will be successful in marketing our products and solutions in these markets. If our expectations as to the size of these markets and our ability to sell our products and solutions in such markets are not correct, our revenue may not materialize, and our business will be adversely affected.

A failure or breach of our security systems or infrastructure as a result of cyber-attacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

Information security risks for technology companies, such as us, have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. These threats may derive from fraud or malice on the part of our employees or third parties or may result from human error or accidental technological failure. These threats include cyber-attacks such as computer viruses, malicious code, phishing attacks or information security breaches.

Our operations will, in part, rely on the secure processing, transmission and storage of confidential proprietary and other information in our computer systems and networks. Our customers will rely on our digital technologies, computer, email and messaging systems, software and networks to conduct their operations or to utilize our products and solutions. In addition, to access our products and solutions, our customers may use personal smartphones, tablet computers and other mobile devices that may be beyond our control.

If a cyber-attack or other information security breach occurs, it could lead to security breaches of the networks, systems or devices that our customers use to access our products and solutions which could result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information (including account data information) or data security compromises. Such events could also cause product interruptions, malfunctions or other failures in the physical infrastructure or operations systems that will support our businesses and customers, as well as the operations of our customers or other third parties. Any actual attacks could lead to damage to our reputation with our customers and other parties and the market, additional costs to the Company (such as repairing systems, adding new personnel or protection technologies or compliance costs), regulatory penalties, financial losses to both us and our customers and partners and the loss of customers and business opportunities. If such attacks are not detected immediately, their effect could be compounded. Although we will attempt to mitigate these risks, there can be no assurance that we will be immune to these risks and not suffer losses in the future.

We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition.

Our businesses depend on the skills, reputation, and professional experience of our senior management and key employees, the network of resources and relationships they generate during the ordinary course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our senior professionals. Therefore, the success of our business depends on the continued services of these individuals. If we lose their services, we may not be able to execute our existing business strategy effectively, and we may have to change our current business direction. These disruptions to our business may take up significant energy and resources of our Company, and materially and adversely affect our future prospects. Specifically, our future performance depends on the continued services and contributions of our Chief Executive Officer, (Alfred) Tan Choong Hau, and our Chief Financial Officer, Ng Kok Wah, who have in-depth knowledge and experience in the technological industry. Effective October 23, 2026, Dr. Liew Kok Leong resigned as our Chief Executive Officer, Chairman of the Board and a director, and our board of directors appointed Mr. Tan to fill those positions. Without these key executives and employees, we may not have the ability to execute on our business plans and to identify and pursue new opportunities and innovations. The loss of services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives. The loss of the services of our senior management or other key employees for any reason could adversely affect our business, financial condition and operating results. We do not presently maintain any key man life insurance policies.

Increases in costs, disruption of supply or shortage of materials, in particular for hardware and software, could harm our business.

We may experience increases in the cost or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and negatively impact our business, prospects, financial condition and operating results. We use various materials in our business, including hardware and software, from suppliers.

The prices for these materials fluctuate, and their available supply may be unstable, depending on market conditions and global demand for these materials, and could adversely affect our business and operating results.

These risks include:

Substantial increases in the prices for our materials or prices charged to us would increase our operating costs, and could reduce our margins if we cannot recoup the increased costs through increased prices. Any attempts to increase prices in response to increased material costs could result in cancellations of orders for our products and solutions and therefore materially and adversely affect our brand, image, business, prospects and operating results.

We may experience in the future delays or other complications in the design and manufacture of products we distribute or source, which could harm our brand, business, prospects, financial condition and operating results.

We may encounter unanticipated challenges, such as supply chain or logistics constraints, that lead to delays in producing products we distribute or supply to customers. Any significant delay or other complication in the production of such products, including complications associated with expanding our supply chain or obtaining or maintaining regulatory approvals, and/or coronavirus impacts, could materially damage our brand, business, prospects, financial condition and operating results.

Changes in our supply chain may result in increased cost. If we are unsuccessful in our efforts to control supplier costs, our operating results may suffer.

There is no assurance that our suppliers will ultimately be able to meet our cost, quality and volume needs, or do so at the times needed. Furthermore, as the scale of our business increases, we will need to accurately forecast, purchase, warehouse and transport our products at much higher volumes than we have experience with. If we are unable to accurately match the timing and quantities of components purchases to our actual needs, or successfully implement automation, inventory management and other systems to accommodate the increased complexity in our supply chain, we may incur unexpected disruption, storage, transportation and write-off costs, which could have a material adverse effect on our financial condition and operating results.

If we fail to develop or protect our intellectual property adequately, our business could suffer.

The Company has attempted, and may attempt, to develop certain intellectual property of its own, but cannot assure that it will be able to develop and/or obtain exclusive rights in trade secrets, patents, trademark registrations and copyright registrations. We currently own no patents or copyrights in any jurisdiction. The cost of developing, applying for and obtaining such enforceable rights is expensive. Even after such enforceable rights are obtained, there are significant costs for maintaining and enforcing them. The Company may lack the resources to put in place exclusive protection and enforcement efforts. Also, certain of the Company’s products or solutions initially draws from publicly available technology in the marketplace. The Company’s failure to obtain or maintain adequate protection of its intellectual property rights for any reason could have a material adverse effect on its business, financial condition and results of operations.

If the Company were to develop intellectual property, the Company may seek to enforce its intellectual property rights on others through litigation. The Company’s claims, even if meritorious, may be found invalid or inapplicable to a party the Company believes infringes or has misappropriated its intellectual property rights. In addition, litigation can:

The Company may rely on trademarks or service marks to establish a market identity for its products or solutions. To maintain the value of the Company’s trademarks or service marks, the Company might have to file lawsuits against third parties to prevent them from using marks confusingly similar to or dilutive of the Company’s registered or unregistered trademarks or service marks. The Company also might not obtain registrations for its pending or future trademark or service marks applications, and might have to defend its registered trademark or service marks and pending applications, if any, from challenge by third parties. Enforcing or defending the Company’s registered and unregistered trademarks or service marks might result in significant litigation costs and damages, including the inability to continue using certain marks.

The laws of foreign countries in which the Company may contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of Malaysia. Adverse determinations in a judicial or administrative proceeding could prevent the Company from offering or providing its products or solutions or prevent the Company from stopping others from offering or providing competing products, and thereby have a material adverse effect on the Company’s business, financial condition, and results of operations.

Our products, solutions or processes could be subject to claims of infringement of the intellectual property of others.

Claims that products, solutions, business methods, or processes infringe upon the proprietary rights of others often are not asserted until after commencement of commercial sales. Third parties may make claims of infringement against the Company in connection with the use of its technology. Any claims, even those without merit, could:

The Company cannot be certain of the outcome of any litigation. Any royalty or licensing agreement, if required, may not be available to the Company on acceptable terms or at all. The Company’s failure to obtain the necessary licenses or other rights could prevent the development, or distribution of the Company’s products and solutions and, therefore, could have a material adverse effect on the Company’s business.

Risks Related to Our Industry and Governmental Regulation

The market in which we compete is competitive.

The market for IoT products and solutions is competitive. Companies in our industry compete on the basis of a number of factors, including technical expertise and industry knowledge, innovation competence, location, price, reputation, scale, financial stability, responsiveness to market demand and effective personnel training and retention.

Our current and potential competitors include manufacturers and traditional software companies developing IoT technologies to seize new growth opportunities, existing IoT players in agriculture, property development and logistics industries and consumer electronics brands that are investing in in-house IoT capabilities, and other smaller companies focused on single niche segments. Our competitors and potential competitors could have substantial competitive advantages such as substantially greater financial, technical and marketing resources, greater name recognition, longer operating histories, greater client support resources, lower labor and development costs, and larger and more mature intellectual property portfolios. As a result, they may be able to compete more aggressively on pricing or devote greater resources to the development and promotion of technology and IoT services.

In addition, we have faced, and expect to continue to face, competition from new market entrants. Further, there is a risk that our clients may elect to increase their internal resources to satisfy their product needs as opposed to relying on a third-party product provider like us. Moreover, as we expand the scope and reach of our products and solutions, we may face additional competition. If one or more of our competitors were to merge or partner with other competitors, the change in the competitive landscape could also adversely affect our ability to compete effectively. Increased competition could also result in price reductions, reduced operating margins and loss of our market share. We may be unable to compete successfully with existing or new competitors and competitive pressures may materially adversely affect our business, financial condition, results of operations and prospects.

If we fail to adopt new technologies to address evolving customer needs or emerging industry standards, our business may be materially and adversely affected.

The information technology industry has experienced rapid technological developments, changes in industry standards, changes in customer requirements and frequent new product introductions and improvements. If we are unable to respond quickly and successfully to these developments, we may lose our competitive position, and our products or technologies may become uncompetitive or obsolete.

Recent new technology trends such as artificial intelligence (AI), cloud computing, 5G, robotic process automation (RPA), IoT and hyper-connectivity continue to shape our industry and require us to keep pace with the changing technologies and evolving industry standards. Our ability to develop, alone or with third parties, or to acquire new products and solutions that are technologically innovative requires the investment of significant resources and can affect our competitive position. These acquisition and development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new commercially successful technologies, products, or solutions on a timely basis.

Our long-term success will depend on our ability to adapt quickly to rapidly changing technologies, to adapt our products and solutions to evolving industry standards and to improve the performance and reliability of our products and solutions. To achieve market acceptance for our product and solutions, we must effectively anticipate and offer products and solutions that meet changing customer demands in a timely manner. Customers may require features and functionality that our current products and solutions do not have or cannot obtain. If we fail to develop products and solutions that satisfy customer preferences in a timely and cost-effective manner, our ability to retain existing customers and our ability to create or increase demand for our products will be harmed.

If we fail to comply with constantly evolving laws, regulations, and industry standards addressing information and technology networks, privacy, and data security, we could face penalties, liability, and reputational harm, and our business, operations, and financial condition could be adversely affected.

Along with our own confidential data and information retained in the normal course of our business, we or our partners collect and retain third party data, some of which is subject to certain laws and regulations. Our ability to analyze this data to provide the customer with an improved user experience is a valuable component of our services, but we cannot provide assurance that the data we require will be available from these sources in the future or that the cost of such data will not increase. If the data that we require is not available to us on commercially reasonable terms or at all, we may not be able to provide certain parts of our current or planned products and solutions, and our business, financial condition, results of operations, and cash flows could be materially adversely affected.

In addition, we may also collect and retain other sensitive types of data, including, among other things, audio recordings of telephone calls and video images of customer sites. We must comply with applicable laws and regulations governing the collection, retention, processing, storage, disclosure, access, use, security, and privacy of such information in addition to our own information security and privacy policies and applicable industry standards. The legal, regulatory, and contractual environment surrounding the foregoing continues to evolve, and there has been an increasing amount of focus on privacy and data security issues with the potential to affect our business. These privacy and data security laws, regulations, and standards, as well as contractual requirements, could increase our cost of doing business, and failure to comply with these laws, regulations, standards, and contractual requirements could result in government enforcement actions (which could include civil or criminal penalties), private litigation, and/or adverse publicity.

In the event of a breach of personal information that we hold or that is held by third parties on our behalf, we may be subject to governmental fines, imprisonment, legal claims, remediation expenses, and/or harm to our reputation. We could incur significant legal costs in defending existing or new claims or in the ultimate resolution of such claims, and we may suffer reputational harm and damage to our brand as a result of such claims or any related publicity. Further, if we fail to comply with applicable privacy and security laws, regulations, policies, and standards; properly protect the integrity and security of our facilities and systems and the data located within them; or defend against cybersecurity attacks; or if our third-party service providers, partners, or vendors fail to do any of the foregoing with respect to data and information assessed, used, stored, or collected on our behalf, our business, reputation, financial condition, results of operations, and cash flows could be materially adversely affected.

Examples of certain requirements we face include those with respect to the Personal Data Protection (Amendment) Act 2024, Personal Data Protection Act 2010, Personal Data Protection Regulations 2013 and Communications and Multimedia Act 1998. These laws and regulations are examples of our need to comply with costly and complex requirements at state, federal, and international levels. As these requirements continue to evolve, and expand to additional jurisdictions, we may incur or be required to incur costs or change our business practices in a manner adverse to our business and failure to comply could result in significant penalties that may materially adversely affect our business, reputation, financial condition, results of operations, and cash flows.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, physical and e-commerce retail, digital content, web services, electronic devices, advertising, and other products and services that we offer or sell. Unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing our business activities. These regulations and laws cover taxation, privacy, data protection, cybersecurity, copyrights, trademarks, distribution of goods, employment, operation of unmanned aircraft systems, premises occupied by us and other matters.

Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and regulations, or inquiries, investigations, or enforcement actions initiated by them, could increase our cost of doing business and require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a negative effect on our operations.

Our business depends on our customers’ continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure. Internet access providers may be able to block, degrade or charge for access to certain of our products and solutions, which could lead to additional expenses and the loss of customers.

Our products and solutions depend on the ability of our customers to access the Internet. Currently, this access is provided by companies having significant market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers have the ability to take measures including legal actions, that could degrade, disrupt or increase the cost of user access to certain of our products and solutions by restricting or prohibiting the use of their infrastructure to support our products or solutions or charging increased fees to Internet users. Such interference could result in a loss of existing users, advertisers and goodwill, and could result in increased costs and could impair our ability to attract new customers, thereby harming our revenue and growth. Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity or use of the Internet, including laws impacting Internet neutrality, could decrease the demand for our products and solutions and increase our operating costs. The legislative and regulatory landscape regarding the regulation of the Internet is subject to uncertainty.

Internationally, government regulation concerning the Internet, and in particular, network neutrality, may be developing or non-existent. Within such a regulatory environment, we could experience discriminatory or anticompetitive practices impeding both our and our customers’ domestic and international growth, increasing our costs or adversely affecting our business. Additional changes in the legislative and regulatory landscape regarding the regulation of the Internet could harm our business, operating results and financial condition.

The drone industry is subject to various laws and government regulations which could complicate and delay our ability to introduce products, maintain compliance, and avoid violations, which could lead to increased costs or the interruption of business operations that could negatively impact our financial condition and results of operations.

We are developing our drone business. The commercial drone operations industry is a regulated industry in Malaysia and many other jurisdictions. Flying drones is subject to permissions, licensing or clearance requirements from Civil Aviation Authority of Malaysia. These regulations include Civil Aviation Regulations 2016. While we endeavor to take all the steps necessary to comply with these laws and regulations, there can be no assurance that we can maintain compliance on a continuing basis. Failure to comply could result in monetary liabilities and other sanctions which could increase our costs or decrease our revenue resulting in a negative impact on our business, financial condition and results of operations.

Changes in trade policy, such as the imposition of tariffs and the resulting consequences, may have adverse impacts on our business, results of operations and financial condition.

We cannot predict future trade policy, or tariffs and their impact on our business. To the extent that trade tariffs and other restrictions imposed by Malaysia or other countries increase the price of, or limit the amount of, components or materials used in our products and solutions imported into Malaysia or other countries we operate in the future, or create adverse tax consequences, the sales, cost or gross margin of our operations may be adversely affected and the demand from our customers for products and solutions may be diminished. Uncertainty surrounding international trade policy and disputes and protectionist measures could also have an adverse effect on consumer confidence and spending. If we deem it necessary to alter all or a portion of our activities or operations in response to such policies, agreements or tariffs, our capital and operating costs may increase. As a result, changes in international trade policy, changes in trade agreements and tariffs could adversely affect our business, results of operations and financial condition.

Risks Related to Operations in Malaysia

Our operations are subject to various laws and regulations in Malaysia.

Our business is regulated by various laws and regulations in Malaysia such as regulations on business licenses, intellectual property rights, employment, personal data and privacy, dividends, unmanned aircraft, product distribution of products and cybersecurity. Certain registrations, certificates and/or licenses for the conduct of our business are required under the above laws.

Based on our experience, some of the laws and regulations of the place where we operate our business are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Therefore, we cannot assure you that, for the implementation of our business plans and the introduction of any new products, solutions, we will be able to obtain all the necessary registrations, certificates and/or licenses. Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against us, which may adversely affect our reputation, financial condition or results of operation.

The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.

Our business and prospects depend on the continuing development of the economy in Malaysia. We cannot assure you that the Malaysian economy will continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysian economy suffers, demand for the products we currently offer may diminish, which would in turn result in decreased likelihood of profitability. This could in turn result in a substantial need for the restructuring of our business objectives and could result in a partial or entire loss of any investment in our Company.

Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

We face the risk that changes in the policies of the Malaysian government could have a significant impact upon our business we may be able to conduct in Malaysia and the profitability of such business.

Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia’s political, economic and social environment.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions. The value of our ordinary shares will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. Currently, we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our ordinary shares or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.

We are subject to foreign exchange control policies in Malaysia.

The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a Cayman Islands holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations.

Because our principal assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in Malaysia.

All of our directors and officers are nationals and residents of a country other than the United States, and all of their assets are located outside the United States. In addition, all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to effect service of process within the United States upon us or our directors and officers or to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against us or our directors and officers in the courts of either the U.S., Cayman Islands or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.

Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.

We are required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act (“FCPA”), which generally prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.

Risks Related to Ownership of Our Ordinary Shares

The price of our ordinary shares may be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment.

Our periodic operating results are likely to fluctuate as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could subject the market price of our ordinary shares to wide price fluctuations regardless of our operating performance. You may not be able to resell your shares at or above price you paid or at all. The trading price of our ordinary shares may fluctuate in response to various factors, including:

Any of these factors may result in large and sudden changes in the volume and price at which the ordinary shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations. Volatility in the market price of our ordinary shares may also prevent investors from being able to sell their shares at or above the price at which they acquired our shares. As a result, you may suffer a loss on your investment.

We may not be able to maintain a listing of our ordinary shares on Nasdaq.

We must meet certain financial and liquidity criteria to maintain the listing of our ordinary shares on The Nasdaq Stock Market LLC (“Nasdaq”). If we fail to meet Nasdaq’s continued listing requirements, our ordinary shares may be delisted.

On June 25, 2024, the Company received a written notification letter from Nasdaq notifying the Company that it was not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. In May 2025, the Company approved a one-for-fifteen reverse share split of the Company’s issued and unissued ordinary shares. On June 17, 2025, the Company was notified by Nasdaq that it had regained compliance with the minimum bid price requirement for continued listing on Nasdaq. We cannot assure you that the Company will continue to comply with the requirements for continued listing on the Nasdaq in the future.

In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our ordinary shares from Nasdaq may materially impair our shareholders’ ability to buy and sell our ordinary shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ordinary shares. The delisting of our ordinary shares could significantly impair our ability to raise capital and the value of your investment.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume could decline.

The trading market for our ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrades our ordinary shares or publishes inaccurate or unfavorable research about our business, the market price for our ordinary shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.

We have never paid cash dividends on our ordinary shares and do not intend to pay dividends for the foreseeable future.

We have paid no cash dividends on our ordinary shares to date, and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our ordinary shares. Accordingly, investors must be prepared to rely on sales of their ordinary shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our ordinary shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

Raising additional capital may cause dilution to our shareholders or restrict our operations.

To support our expanding business, we may need additional capital to continue to make significant investments in our new and existing business. We cannot assure you that cash generated by our operations will be sufficient to allow us to fund such expansion. If cash flows from operations are not sufficient, we may need additional equity or debt financing to provide the funds required to expand our business. If such financing is not available on satisfactory terms or at all, we may be unable to expand our business or to develop new business at the rate desired and our operating results may suffer. Debt financing increases expenses which may contain covenants that restrict the operation of our business, and must be repaid regardless of operating results. Equity financing, or debt financing that is convertible into equity, could result in additional dilution to our existing shareholders.

Our inability to obtain adequate capital resources, whether in the form of equity or debt, to fund our business and growth strategies may require us to delay, scale back or eliminate some or all of our operations or the expansion of our business, which may have a material adverse effect on our business, operating results, financial condition or prospects.

We may issue additional equity or debt securities, which are senior to our ordinary shares as to distributions and in liquidation, which could materially adversely affect the market price of our ordinary shares.

In the future, we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to our shareholders. In addition, any additional preferred stock, if issued by our Company, may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our shareholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing the value of your ordinary shares and diluting your interest in our Company.

We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and our shareholders could receive less information than they might expect to receive from more mature public companies.

We qualify as an “emerging growth company” under the JOBS Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to companies that comply with public company effective dates.

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, although if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of any second fiscal quarter before that time, we would cease to be an emerging growth company as of the following year end.

Because we are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our ordinary shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our principal shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, please see the “Exhibit 2.1. Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act—Differences in Corporate Law” to this report.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, substantially all of our directors and executive officers reside outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, Malaysia or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we may publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC in reports on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country, the Cayman Islands, in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

As a result, if we rely on some of these exemptions, our shareholders may not be provided with the benefits of certain corporate governance requirements of Nasdaq.

If the ownership of our ordinary shares continues to be concentrated, it may prevent you and other minority shareholders from influencing significant corporate decisions and may result in conflicts of interest.

As of the date of this Annual Report, our former Chairman and Chief Executive Officer, Dr. Liew Kok Leong, beneficially owns approximately 30.8% of the Company’s voting power. This concentration of ownership may delay, deter or prevent acts that would be favored by our other shareholders. The interests of Dr. Liew Kok Leong may not always coincide with our interests or the interests of our other shareholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company. Also, Dr. Liew Kok Leong may seek to cause us to take courses of action that, in his judgment, could enhance his investment in us, but which might involve risks to our other shareholders or adversely affect us or our other shareholders. As a result, the market price of our shares could decline, or shareholders might not receive a premium over the then-current market price of our shares upon a change in control. In addition, this concentration of share ownership may adversely affect the trading price of our shares because investors may perceive disadvantages in owning shares in a company with significant shareholders.

Our amended and restated memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares at a premium.

Our amended and restated memorandum and articles of association contain provisions to limit the ability of others to acquire control of our Company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our Company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our Company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially and adversely affected. In addition, our amended and restated memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our Company or cause us to engage in a transaction resulting in a change of control.

There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares.

In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.

Based on the expected composition of our income and assets and the value of our assets, including goodwill, we do not expect to be a PFIC for our current taxable year. However, the proper application of the PFIC rules to a company with a business such as ours is not entirely clear. Because the proper characterization of certain components of our income and assets is not entirely clear, and because our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our ordinary shares, which could be volatile), there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year.

If we were a PFIC for any taxable year during which a U.S. investor holds ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor.

General Risk Factors

We may have difficulty scaling and adapting our existing infrastructure to accommodate a larger customer base, technology advances or customer requirements.

In the future, advances in technology, increases in traffic, and new customer requirements may require us to change our infrastructure, expand our infrastructure or replace our infrastructure entirely. Scaling and adapting our infrastructure are likely to be complex and require additional technical expertise. If we are required to make any changes to our infrastructure, we may incur substantial costs and experience delays or interruptions in our products and solutions. These delays or interruptions may cause customers to become dissatisfied with our service and move to competing service providers. Our failure to accommodate increased traffic, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and the associated adjustments to our infrastructure could harm our business, financial condition and results of operations.

Adverse developments in general business and economic conditions as well as conditions in the global capital market could have an adverse effect on the demand for the Company’s products, the business, and the financial condition and results of operations of the Company and its customers.

Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes between the U.S. and other countries resulting in the imposition of increased tariffs on products imported into the U.S., and the availability and cost of credit can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters such as the implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters such as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, our financial condition, results of operations, and the trading price of our ordinary shares.

Adverse changes in global economic conditions could materially adversely affect our business, financial condition and results of operations

Our business and operations may be adversely affected by changes in global economic conditions, including economic recessions, inflationary pressures, rising interest rates, economic slowdowns, financial market volatility and other macroeconomic factors. These conditions may negatively impact consumer and business spending, customer demand, investment activities and overall market conditions, which could adversely affect our revenue growth and profitability.

In addition, increased inflation, higher interest rates and rising costs of raw materials, labor, transportation and other operating expenses may increase our cost of doing business and reduce our profit margins. Economic uncertainty or deterioration in global economic conditions may also affect the ability of our customers, suppliers, business partners and financial institutions to fulfill their obligations, which could result in supply chain disruptions, delayed payments, reduced demand of our products and solutions, or increased credit risks.

The extent and duration of any future economic downturn or adverse macroeconomic conditions are uncertain and beyond our control. Any prolonged deterioration in global economic conditions could materially and adversely affect our business, financial condition, results of operations and prospects.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Our Corporate History

In October 1997, ARB Berhad, our former controlling shareholder and parent company, was incorporated in Malaysia. Since February 2004, it has been listed on the Main Market of Bursa Malaysia Securities Berhad. ARB Berhad commenced IoT business in 2019, starting with offering smart home and building solutions.

On March 1, 2022, ARB IOT Group Limited was incorporated under the laws of Cayman Islands as an indirect wholly owned subsidiary of ARB Berhad. Following the completion of a restructuring in March 2022, ARB IOT Group Limited became an indirect holding company of our operating subsidiaries in Malaysia.

On June 9, 2022, we subdivided all of our 50,000 authorized shares of par value $1.00 each into 500,000,000 shares, par value $0.0001 each, resulting in our then existing shareholder holding 10,000 ordinary shares of par value $0.0001. On June 9, 2022, an additional 9,990,000 ordinary shares were issued to ARB IOT Limited for a purchase price of $0.0001 per share. On September 19, 2022, ARB IOT Limited subscribed for another 15,000,000 ordinary shares, at a purchase price of $0.0001 per share.

On April 10, 2023, we closed our initial public offering of 1,250,000 ordinary shares, at an offering price of $4.00 per ordinary share, for gross proceeds of approximately $5.0 million. Our ordinary shares began trading on The Nasdaq Capital Market on April 5, 2023, under the symbol “ARBB.” On April 25, 2023, we completed the sale of an additional 187,500 ordinary shares at the public offering price of $4.00 per share, pursuant to the exercise by the underwriter of the over-allotment option, in full, granted to it in connection with our initial public offering.

We have benefited from ARB Berhad’s experience, reputation and network in the IT industry. Prior to the completion of our initial public offering on April 10, 2023, we operated as an operating segment of ARB Berhad. As an operating segment of a seasoned public company, we have gained from established business processes and a veteran leadership team, allowing us to focus our attention on growing and developing our IoT business. While our history with ARB Berhad has provided us with certain competitive advantages, we believe that the separation and our initial public offering and listing on the Nasdaq help promote clearer segregation of business responsibilities and operations for the IoT segment, thereby enabling efficient allocation of resources to accelerate the growth of our IoT business, and allow us to have direct access to a globally recognized stock exchange, which may increase our financial flexibility to explore expansion and growth prospects and enhance our corporate reputation and recognition.

On September 29, 2023, ARB IOT Limited, who then directly held 25,000,000 ordinary shares of the Company, declared a dividend in specie of the Shares to be paid to ARB Holdings Sdn. Bhd., the sole shareholder of ARB IOT Limited. On October 2, 2023, ARB Holdings Sdn. Bhd. declared a dividend in specie of the 25,000,000 ordinary shares to be paid to ARB Berhad, the sole shareholder of ARB Holdings Sdn. Bhd. As a result, ARB Berhad directly held 25,000,000 ordinary shares of our Company as of October 2, 2023.

On February 5, 2024, ARB Berhad effected a distribution of 17,496,142 ordinary shares it held in us, to its shareholders (the “Distribution”). Immediately following the Distribution, ARB Berhad held 7,503,858 ordinary shares of our Company, or approximately 28.38% of our issued and outstanding ordinary shares. As a result of the Distribution, we are no longer deemed a “controlled company” under the Nasdaq Rules, and we are no longer included in ARB Berhad’s consolidated group for Malaysian income tax, accounting or public company reporting purposes.

Subsequently on May 6, 2024, ARB Berhad transferred such 7,503,858 ordinary shares of our Company, or approximately 28.38% of our issued and outstanding ordinary shares to ARB IOT Limited.

On May 14, 2025, the shareholders of the Company approved on the share consolidation of the Company’s issued and unissued ordinary shares at a ratio of not less than one (1)-for-two (2) and not more than one (1)-for-twenty (20). On May 29, 2025, the board of directors of the Company approved a one-for-fifteen reverse share split of the Company’s issued and unissued ordinary shares, with a new par value of $0.0015 per share (the “Reverse Split”). Immediately following the completion of the Reverse Split, the Company had 1,765,256 ordinary shares issued and outstanding.

On June 9, 2025, ARB IOT Limited distributed the entire shares it held in the Company to its sole owner, Nexura Solution Sdn. Bhd. (“Nexura”) (formerly known as ARB Holdings Sdn Bhd). On June 9, 2025, Nexura further distributed such shares to its sole owner, Cahaya Fantasi Sdn Bhd (“Cahaya”). Cahaya subsequently declared a distribution of these shares to its six (6) shareholders in proportion to their respective ownership interests in Cahaya. On June 17, 2025, the six (6) shareholders received their respective portions of these shares of the Company. As a result of these distributions, ARB IOT Limited no longer beneficially owns any ordinary share in the Company.

In August 2025, Ukay One Sdn Bhd (“Ukay One”) acquired an aggregate of 218,469 ordinary shares of the Company through transactions completed on August 1, 2025, August 4, 2025, and August 5, 2025. Following these acquisitions, Ukay One held approximately 18.5% of our issued and outstanding ordinary shares.

On December 12, 2025, Ukay One acquired an additional 65,050 ordinary shares of the Company through an open market transaction. Following the completion of this acquisition, Ukay One’s equity interest in the Company increased to approximately 22.2%.

Our Corporate Structure

We operate our business through our indirect subsidiaries in Malaysia. The following diagram illustrates our corporate structure as of October 30, 2026.

Operating Subsidiaries

The following is a list of our operating subsidiaries as of the date of this report. We hold these operating subsidiaries through two intermediate holding company subsidiaries, ARB IOT (M) Sdn Bhd and Lumetrix Systems Sdn Bhd (formerly known as ARB IOT Group Sdn Bhd), either through direct or indirect equity ownership or, in the case of ARB Databook Pte Ltd, pursuant to a trust deed arrangement.

Veltrion Systems Sdn Bhd (f.k.a. ARB Robotic Sdn. Bhd.) (“ARB Robotic”) was incorporated in Malaysia as a private company limited by shares on February 8, 2021, with an issued and paid-up capital of RM1 comprising one (1) ordinary share. On June 25, 2021, ARB Robotic increased its paid-up capital to RM100 comprising one hundred (100) ordinary shares whereby ten (10) ordinary shares were allotted to ARB Distribution Sdn. Bhd. (“ARB Distribution) and eighty-nine (89) ordinary shares were allotted to ARB Digital Technology Sdn. Bhd. Consequently, ARB IOT Group Sdn. Bhd. acquired 90% of equity interest from ARB Digital Technology Sdn. Bhd. on October 8, 2021. As a result, ARB IOT Group Sdn. Bhd. now directly holds 90% of equity interest, and its 51% owned subsidiary, ARB Distribution, owns the remaining 10% of equity interest of ARB Robotic. On May 25, 2023, ARB IOT Group Sdn. Bhd. acquired the 10% equity interest in ARB Robotic from ARB Distribution. As a result, ARB IOT Group Sdn. Bhd. directly holds 100% of equity interest in ARB Robotic. On December 10, 2024, ARB Robotic increased its share capital to RM9,380,000 comprising one hundred and one (101) ordinary shares. The principal activities of ARB Robotic are management consultancy services and IT services. On November 27, 2025, ARB Robotic reduced its issued share capital from RM9,380,000 to RM100,000 without cancelling any shares. On June 3, 2026, ARB Robotic changed its name to Veltrion Systems Sdn Bhd.

Crestwave Digital Sdn Bhd (f.k.a. ARB Intelligence Sdn. Bhd.) (“ARB Intelligence”) was incorporated in Malaysia as a private company limited by shares on June 21, 2018, with an issued share capital of RM100 comprising one hundred (100) ordinary shares. On April 13, 2021, ARB Intelligence increased its share capital to RM1,000 comprising one thousand (1,000) ordinary shares. Subsequently, ARB Intelligence became a wholly-owned subsidiary of ARB Robotic after ARB Intelligence was acquired by ARB Robotic on July 8, 2021, for 100% of its equity interests. On December 10, 2024, ARB Intelligence increased its share capital to RM53,046,000 comprising one thousand and ten (1,010) ordinary shares. Following the allotment, ARB Robotic directly holds 99% of equity interest in ARB Intelligence. The remaining shareholding is owned by ARB IOT Group Sdn Bhd. As a result, the Company’s effective equity interest in ARB Intelligence remains at 100%. The principal activities of ARB Intelligence are providing information services and management consultancy services. On December 2, 2025, ARB Intelligence reduced its issued share capital from RM53,046,000 to RM100,000 without cancelling any shares. On April 8, 2026, ARB IOT Group Sdn Bhd transferred ten (10) ordinary shares of ARB Intelligence to ARB Robotic. Following the transfer, ARB Robotic directly holds 100% of equity interest in ARB Intelligence. On June 3, 2026, ARB Intelligence changed its name to Crestwave Digital Sdn Bhd.

Averion Technologies Sdn Bhd (f.k.a. ARB AI Agro Sdn. Bhd.) (“ARB AI Agro”) was incorporated in Malaysia as a private company limited by shares on May 18, 2021, with an issued and paid-up capital of RM1 comprising one (1) ordinary share. On December 10, 2024, ARB AI Agro increased its share capital by RM8,979,999 comprising one (1) ordinary share. The principal activities of ARB AI Agro are investment holding and IT services. On December 2, 2025, ARB AI Agro reduced its issued share capital from RM8,980,000 to RM100,000 without cancelling any shares. On June 3, 2026, ARB AI Agro changed its name to Averion Technologies Sdn Bhd.

Zyphera Systems Sdn Bhd (f.k.a. ARB Agro Technology Sdn. Bhd.) (“ARB Agro Tech”) was acquired by ARB AI Agro on June 3, 2021, for 90% of its equity interests. On October 12, 2021, ARB AI Agro acquired the remaining 10% equity interests of ARB Agro Tech. Consequently, ARB Agro Tech became a wholly-owned subsidiary of ARB AI Agro. ARB Agro Tech was incorporated in Malaysia as a private company limited by shares on May 27, 2021, with an issued share capital of RM1,000 comprised of one thousand (1,000) ordinary shares. On December 10, 2024, ARB Agro Tech increased its share capital by RM35,016,000 comprising ten (10) ordinary shares. Following the allotment, ARB AI Agro directly holds 99% of equity interest in ARB Agro Tech. The remaining shareholding is owned by ARB IOT Group Sdn Bhd. As a result, the Company’s effective equity interest in ARB Agro Tech remains at 100%. The principal activities of ARB Agro Tech are providing investment holding and IT services. On December 2, 2025, ARB Agro Tech reduced its issued share capital from RM35,017,000 to RM100,000 without cancelling any shares. On April 8, 2026, ARB IOT Group Sdn Bhd transferred ten (10) ordinary shares of ARB Agro Tech to ARB AI Agro. Following the transfer, ARB AI Agro directly holds 100% of equity interest in ARB Agro Tech. On June 3, 2026, ARB Agro Tech changed its name to Zyphera Systems Sdn Bhd.

ARB Databook Pte. Ltd. (“ARB Databook”) was incorporated in Singapore on July 1, 2021, as a wholly-owned subsidiary of ARB Synergy Sdn. Bhd. (“ARB Synergy”) with an issued and paid-up capital of RM3.09 comprised of one (1) ordinary share. On January 11, 2024, ARB Databook increased its share capital to RM348.98 comprising one hundred (100) ordinary shares. The principal activities of ARB Databook are development of software and applications. On July 15, 2024, ARB Synergy became a wholly-owned subsidiary of ARB IOT Group Sdn. Bhd. via a trust deed. On April 22, 2026, the trust deed dated July 15, 2024, executed between ARB IOT Group Sdn Bhd and Dr. Liew Kok Leong, was terminated, and ARB Synergy ceased to be a subsidiary of the Group pursuant to such termination. On the same date, ARB Synergy transferred its 100 shares with total consideration amount of $1.00 in ARB Databook to Dr. Liew Kok Leong. On the same date, Lumetrix Systems Sdn Bhd (“Lumetrix”) (formerly known as ARB IOT Group Sdn Bhd) entered into a trust deed with Dr. Liew Kok Leong (“Trustee”), pursuant to which the Trustee is the registered holder of 100 shares of ARB Databook, representing 100% of the issued and paid-up share capital of ARB Databook (the “Trust Shares”), which are held by the Trustee on trust for Lumetrix. Under the trust deed, the Trustee must pay all dividends on the Trust Shares to Lumetrix or as it directs. Unless Lumetrix directs otherwise, he may not transfer, sell, pledge or otherwise encumber the Trust Shares. He must deal with the Trust Shares and all related proceeds, and exercise all rights attaching to them, including voting rights, as Lumetrix directs. The trust deed is governed by Malaysian law, has no fixed term or termination provision, and provides no compensation to the Trustee. As a result, our effective ownership interest in and control over ARB Databook did not change, and ARB Databook continues to be consolidated in our financial statements. The foregoing description of the new trust deed does not purport to be complete and is qualified in its entirety by reference to the full text of the trust deed, a copy of which is filed as Exhibit 4.5 to this report.

Velocentra Systems Sdn Bhd (“Velocentra”) was incorporated in Malaysia as a private company limited by shares on May 22, 2026, with an issued and paid-up capital of RM1 comprising one (1) ordinary share. The principal activities of Velocentra are investment holding.

Orvion Technologies Sdn Bhd (“Orvion”) was incorporated in Malaysia as a private company limited by shares on June 4, 2026, with an issued and paid-up capital of RM100,000 comprising one hundred thousand (100,000) ordinary shares. The principal activities of Orvion are providing information technology services activities.

During the fiscal year ended June 30, 2026, the strike-off processes of the Company’s former subsidiaries — ARB AI Sdn. Bhd., ARBIOT Sdn. Bhd., ARB Techsymbol Sdn. Bhd., ARB Logistic Technologies Sdn. Bhd., ARB WMS Technologies Sdn. Bhd., ARB Information Sdn. Bhd., ARB AI Technology Sdn. Bhd., ARB 5G Sdn. Bhd., and ARB Big Data Sdn. Bhd. — were completed. These subsidiaries had been subject to strike-off proceedings and were derecognized from the Group during the fiscal year ended June 30, 2025. In addition, between June 30, 2026 and the date of this report, ARB R1 Technology Sdn Bhd, ARB R&D Sdn Bhd, ARB Innovation Sdn Bhd and ARB Lab Sdn Bhd - were struck-off and deemed written off from the Group. These actions were undertaken to streamline business operations and improve the efficiency of the Company’s corporate structure.

As of the date of this report, Zyphera Systems Sdn Bhd (f.k.a. ARB Agro Tech Sdn Bhd) is in the midst of a strike-off process and will be derecognized from the Group after such process.

4.B. Business Overview

Overview

We are a provider of complete solutions to our clients for the integration of Internet of Things (“IoT”) systems and devices from designing to project deployment. We offer a wide range of IoT systems as well as providing customers a substantial range of services such as system integration and system support service. We deliver holistic solutions with full turnkey deployment from designing, installation, testing and commissioning of various IoT systems and devices as well as integration of automated systems, including installation of wire and wireless and mechatronic works.

Recent new technology trends such as artificial intelligence (AI), cloud computing, 5G, robotic process automation (RPA), IoT and hyper-connectivity continue to transform businesses and drive companies to seek digital changes to meet evolving demands of customers.

For the fiscal year ended June 30, 2026, we reorganized our operations within the IoT segment into three (3) product categories.

The following are our AI capabilities and market presence through strategic partnerships, order acquisition and regional expansion:

Our Market Opportunity – ASEAN Region

We primarily focus on the growing Internet of Things (“IoT”) and artificial intelligence (“AI”) markets across the ASEAN region, driven by rapid urbanization, accelerating digital transformation, increasing adoption of cloud technologies, expansion of growing demand for intelligent automation across industries.

We aim to be one of the market providers of IoT and AI solutions in ASEAN, with a focus on smart agriculture, smart buildings, logistics, drone technologies and IoT AI power charging solutions. Our solutions are designed to improve operational efficiency, enhance asset visibility, optimize resource utilization, and enable data-driven decision-making for enterprises and public sector organizations. We intend to collaborate with local partners, technology providers and strategic distributors to expand our market presence and accelerate the adoption of our solutions across ASEAN countries.

Our Products and Solutions

IoT AI Server

We provide IoT AI servers and related solutions that provide a centralized, intelligent platform designed to process, analyze, and manage large-scale IoT data with embedded AI capabilities. These IoT AI servers enable organizations to automate operations, enhance decision-making, and achieve real-time visibility across their business ecosystem.

These products support the collection, processing, and analysis of large volumes of data, and deliver intelligent insights and facilitate continuous monitoring, automation, and performance optimization across connected operations.

IoT AI Power Charger

We provide AI-enabled smart power bank charging products comprised of intelligent charging stations, cloud-based management platforms, and mobile application integration. Leveraging IoT connectivity and AI-driven technologies, the products facilitate real-time device monitoring, asset tracking, battery health management, predictive maintenance, user authentication, automated billing, and operational analytics.

These products are designed to enhance operational efficiency, optimize asset utilization, improve user convenience, and support scalable deployment across retail and other high-traffic environments. Our products enable users to conveniently rent, charge, and return portable power banks through self-service kiosks deployed across commercial and public locations.

IoT Drone

We provide IoT drones that integrate drone technologies, connected hardware and embedded software to enhance productivity, traceability and automation across the agricultural industry.

These products facilitate aerial surveying, crop health monitoring, pest detection, automated spraying, precision mapping, environmental monitoring and real-time data collection.

Our Customers and Suppliers

IoT AI Server

Our AI server business focuses on providing IoT AI servers that support a centralized, intelligent platform designed to process, analyze, and manage large-scale IoT data with embedded AI capabilities. These IoT AI servers enable organizations to automate operations, enhance decision-making, and achieve real-time visibility across their business ecosystem. We have secured contracts to supply AI servers to enterprise customers to support high-performance computing, AI model training and inference, big data analytics, cloud computing, and IoT applications. Our AI server products are engineered to deliver scalable computing power, high-speed data processing, and reliable performance for AI-driven workloads across various industries.

We source AI servers from various local suppliers. We do not have any long-term supply agreements.

IoT AI Power Charger

Our AI power charger business focuses on providing AI-enabled smart power bank charging products comprising intelligent charging stations, cloud-based management platforms, and mobile application integration. These products facilitate real-time device monitoring, asset tracking, battery health management, predictive maintenance, user authentication, automated billing, and operational analytics. We have secured contracts to supply AI power charger stations to retail and other high-traffic environments. Our products enable users to conveniently rent, charge, and return portable power banks through self-service kiosks deployed across commercial and public locations.

We source AI power charger stations from various local suppliers. We do not have any long-term supply agreements.

IoT Drone

Our IoT drone business focuses on providing IoT drones that integrate drone technologies, connected hardware and embedded software to enhance operational efficiency, productivity, traceability, automation and data-driven decision-making across agricultural supply chains and adjacent field operations. We have secured contracts to supply fixed-wing drones equipped for aerial surveying, crop health monitoring, pest detection, automated spraying, and precision mapping, environmental monitoring and real-time data collection.

We source certain hardware and software required for our IoT drone solutions from various local suppliers. We do not have any long-term supply agreements.

Our Research and Development

Our R&D team is responsible for the research, design, architecture, development, testing and quality of our IoT products and related technologies, as well as continued maintenance and improvement of our existing product offerings. The R&D team is also involved in developing and expanding our technology capabilities. They are also working closely with the industry for improved products, processes, systems and services that aim to increase our clients’ productivity. They provide advice and feedback on our R&D projects, review project feasibility, and share their experience and expertise to drive innovation.

We invest resources in research and development to enhance our existing IoT products and technologies and develop new product features and capabilities. We expect to continue to expand the capabilities of our technology in the future and to invest significantly in continued research and development efforts.

Our R&D team is able to provide innovative and user-friendly products. We are a customer-centric provider of IoT products and related technologies who constantly seeks to innovate new products and keep abreast with new industry trends through continuous market research and maintaining constant communication with strategic partners.

We believe that our team is highly skilled and knowledgeable in current technologies and is able to adapt and incorporate new technological developments in the market as they occur, to allow our products to evolve and improve in line with the market’s needs and demands.

We believe continued investment in our technology and bringing new products to market, is important to attaining our strategic objectives.

Intellectual Property

We primarily rely on internal procedures with our employees and confidentiality agreements with customers, partners, and others to protect our intellectual property. As of the date of this Annual Report, we own a domain name (www.arbiotgroup.com) and we do not own any patent or copyright registrations in any jurisdiction.

Competition

We anticipate that the IoT industry will continue to evolve and will see rapid technological changes, evolving industry standards, shifting customer requirements, and frequent innovation. We must continually innovate to remain competitive. Companies in our industry compete on the basis of a number of factors, including technical expertise and industry knowledge, innovation competence, location, price, reputation, scale, financial stability, responsiveness to market demand and effective personnel training and retention.

Our current and potential competitors include manufacturers, distributors and software companies that are developing IoT technologies to seize new growth opportunities, existing IoT players in agriculture, property development and logistics industries and consumer electronics brands that are investing in in-house IoT capabilities, and other smaller companies focused on single niche segments.

Although we operate in an attractive market with a large addressable market size and other companies may introduce new business models, innovations, products or solutions, we believe our technology capabilities, established supplier and customer relationships, large-scale execution capability, product offerings, market knowledge, experienced management team and visionary business models power and continuously improve client experience and efficiency and will enable us to capture significant market shares.

Regulations

Currently, almost all of our business operations are conducted in Malaysia. This section sets forth a summary of the most significant rules and regulations that affect our business activities in Malaysia and our Cayman Islands holding company’s duties under the Data Protection Act (as revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.

Regulations on Business Licenses

Local Government Act 1976

The Local Government Act 1976 provides a local authority with the power to grant a license or permit for any trade, occupation or premises. Such license may be subject to such conditions and restrictions as the local authority may think fit. This license is generally required if a business occupies an office for business use or erects a signboard.

Regulations on Intellectual Property Rights

Trademarks Act 2019

Registration of a trademark under the Trademarks Act 2019 grants the registered proprietor the exclusive right to use the trademark or to authorize other persons to use the trademark. The registered proprietor also has the right to take legal action for infringement against any persons using such registered trademark without its consent. A certificate of registration provides prima facie evidence of ownership of the trademark. A trademark is valid for 10 years from the date of registration and may be renewed for a further period of 10 years.

Copyright Act 1987

The Copyright Act 1987 is the principal legislation that governs the copyright protection in Malaysia. Literary works, musical works, artistic works, films, sound recordings and broadcasts are eligible for copyright protection. Under the Copyright Act 1987, the definition of “literary work” includes computer programs. The copyright in a literary work subsists during the life of the author and shall continue to subsist until the expiry of a period of 50 years after his death. Where a literary work had not been published before the death of the author, copyright shall subsist until 50 years from the beginning of the calendar year next following the year in which the work was first published.

Regulations on Employment

Employees Provident Fund Act 1991

The Employees Provident Fund Act 1991 provides for the law relating to a scheme of savings for employees’ retirement and the management of the savings for retirement purposes. Under the Employees Provident Fund Act 1991, all employers and employees shall be liable to pay monthly contributions based on the amount of wages received by the employee at the rate set out in the Third Schedule of the Employees Provident Fund Act 1991.

With effect from October 1, 2025, following the Employees Provident Fund (Amendment) Act 2025, the requirement to contribute has been extended to cover non-Malaysian employees (with valid work or employment passes), in addition to domestic workers. Both the employer and the non-Malaysian employee must contribute at the statutory rate of 2% of monthly wages each.

Any person being an employer who fails to pay any contributions which he is liable under the Employees Provident Fund Act 1991 to pay in respect of or on behalf of any employee in respect of any month shall be guilty of an offense and shall, on conviction, be liable to a fine of up to RM10,000 and/or to imprisonment for a term of up to 3 years. Where any contributions remain unpaid by a company, a firm or an association of persons, the directors, the partners or office-bearers of such association of persons (including the directors, the partner or office-bearers of such association of persons during the period in which the contributions were liable to be paid), shall together with the company be jointly and severally liable for payment of the contributions.

Employees’ Social Security Act 1969

The Employees’ Social Security Act 1969, or the SOCSO Act,deals with the provision of social security in certain contingencies. The Social Security Organization, or the SOCSO, was established under the SOCSO Act to administer the SOCSO Act. The SOCSO Act applies to the industry of any business, trade, undertaking, manufacture or calling of employers, and includes any calling, service, employment, handicraft or industrial occupation or avocation of employees.

All employees, including the registered foreign employees, in industries to which the SOCSO Act applies are required to be insured. It is the obligation of the principal employer to pay the contribution (both the employer’s contribution and the employee’s contribution) to SOCSO at the rates according to the Third Schedule of the SOCSO Act. In the event of invalidity, disablement or employment injury, the insured person and their dependents are entitled to benefits stipulated under the SOCSO Act.

Any person being an employer who fails to pay any contributions which he is liable under the SOCSO Act to pay in respect of or on behalf of any employee shall be punishable with a fine of up to RM10,000 and/or to imprisonment for a term of up to 2 years.

On June 1, 2026, SOCSO expanded its social security protection framework through the introduction of the Skim Lindung 24 Jam (Skim Kemalangan Bukan Bencana Kerja) or Lindung 24 scheme, which provides additional protection for certain non-work-related accidents occurring outside the workplace and working hours. Following subsequent government review, participation in the scheme for local employees has been made voluntary, while participation remains mandatory for foreign employees in accordance with the applicable legal requirements.

Employment Insurance System Act 2017

The Employment Insurance System Act 2017, or the Employment Insurance System Act provides for the establishment of an employment insurance system administered by SOCSO to provide certain benefits and a re-employment placement program for insured persons in the event of loss of employment which will promote active labour market policies.

All employees in the industries to which the Employment Insurance System Act applies shall be registered and insured by the employers according to Section 16 and Section 17 of the Employment Insurance System Act which shall then be deemed to be an insured person. Under the Employment Insurance System Act, both employers and employees (age between 18 to 60) are required to contribute to the employment insurance system with the rates, subject to the revision by the Minister, as specified in the Second Schedule based on the amount of the monthly wages of the employee insured under Employment Insurance System Act. An insured person who considers that he has lost his employment shall submit an application to claim for benefits up to 6 months to SOCSO within 60 days from the date he considers that he has lost his employment. After considering if the contributions qualifying conditions are fulfilled (the fulfillment of which depends on the number of past claims and contributions made preceding to the loss of employment) in respect of a claim for benefits by an insured person, SOCSO may approve or reject the claim for benefits.

Income Tax (Deduction From Remuneration) Rules 1994

The Income Tax (Deduction From Remuneration) Rules 1994, or the Income Tax Rules provides that every employer shall deduct in each month or the relevant month the monthly deduction in accordance with the schedule of the Income Tax Rules in respect of income on account of tax from the remuneration of each of his employees. Every employer shall pay to the Director General of Inland Revenue Malaysia, not later than the 15^th day of every calendar month, the total amount of tax deducted or that should have been deducted by him from the remuneration of employees during the preceding calendar month, and shall render to the Director General of Inland Revenue Malaysia a return setting out the details of those employees from whose remuneration he has or should have made deductions. Any person who without reasonable excuse fails to comply with such rules shall be guilty of an offence and shall, on conviction, be liable to a fine not less than RM200 and not more than RM20,000 or to imprisonment for a term not exceeding six months or to both.

Minimum Wages Order 2024

Pursuant to the Minimum Wages Order 2024, commencing from February 1, 2025, the minimum wage for employees employed by an employer who employs five or more employees or employed by an employer who carries out such prescribed professional activity (regardless of the number of employees employed), shall be RM1,700 a month. The RM1,700 minimum wage will be fully implemented from August 1, 2025, for employers who employ less than five employees other than an employer who carries out a professional activity classified under the Malaysian Standard Classification of Occupations (MASCO) as published by the Ministry of Human Resources. For an employee who is not paid basic wage but is paid wages based only on piece rate, tonnage, task, trip or commission, the rate of monthly wages payable to that employee with effect from August 1, 2025, shall not be less than RM1,700.

Failure to comply with the Minimum Wage Order constitutes an offence under the National Wages Consultative Council Act 2011. For first-time offences, employers can be fined up to RM10,000 per affected employee. If the offence continues after conviction, an additional fine of up to RM1,000 can be imposed for each day the violation continues. Repeat offenders may face a higher fine of up to RM20,000 or imprisonment for up to five years.

Industrial Relations Act 1967

Industrial Relations Act 1967 seeks to promote and maintain industrial harmony and provides for the regulation of the relations between employers and workmen and their trade unions and the prevention and settlement of any differences or disputes arising from their relationship and generally to deal with trade disputes. Matters relating to trade disputes, including constructive dismissal and retrenchment, may be referred by the Minister of Human Resources to the Industrial Court. Under the Industrial Relations Act 1967, an employer may not terminate the employment of an employee without just cause and excuse, regardless of the express provisions in the terms of employment. In the event that the that where a workman considers that he has been dismissed without just cause or excuse by his employer with notice, the workmen may file a representation at any time during the period of such notice but not later than sixty days from the expiry thereof.

Regulations on Personal Data Protection

Personal Data Protection Act 2010, Personal Data Protection Regulations 2013 and Personal Data Protection (Amendment) Act 2024

Personal Data Protection Act 2010, or the PDPA deals with the laws and regulations regarding data privacy and the protection of data. The PDPA requires generally that an individual must consent to the processing and disclosure of his/her personal data unless otherwise stated in the provisions of the PDPA. The term “processing” is widely defined to include collecting, recording, holding, or storing personal data or carrying out any operation or set of operations on personal data, including:

The Personal Data Protection Regulations of 2013 provide that consent shall be obtained in relation to the processing of personal data in any form that can be recorded and maintained properly by the data user.

Data users are required to provide written notice of the personal data being processed, and such notice shall include, among others, a description of the personal data being processed, the purpose for which the personal data is being processed, the source of the personal data, the class of persons to whom the personal data will be disclosed to, whether it is obligatory or voluntary for the individual to supply the personal data, the individual’s rights to request access and correct the personal data and choices and means available to the individual to limit the processing of the personal data. The notice must be provided in both English and the national language of Bahasa Malaysia.

The Personal Data Protection (Amendment) Act 2024 introduces significant enhancements to Malaysia’s personal data protection framework. Key amendments include, among others, mandatory notification of personal data breaches to the Personal Data Protection Commissioner and to affected individuals in prescribed circumstances, the appointment of a data protection officer where required, enhanced requirements governing cross-border transfers of personal data, the introduction of a right to data portability, revised definitions applicable to personal data processing, and substantially increased penalties for non-compliance.

The implementation of certain provisions of the Personal Data Protection (Amendment) Act 2024 is taking effect in stages. Accordingly, organizations that process personal data are required to review and enhance their data protection policies, procedures, governance, and security measures to ensure ongoing compliance with the applicable legal requirements as the amendments become effective.

Regulations on Dividends

Companies Act 2016

The principal legislation governing the distribution of dividends of a Malaysian company is the Companies Act 2016, or the CA. Under the CA, a Malaysian company may only make a distribution to the shareholders out of profits of the company available if the company is solvent. The company, every officer and any other person or individual who contravene this provision commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding RM3,000,000 or to both.

Foreign Exchange Notice by Central Bank of Malaysia

According to Notice 4 of the Foreign Exchange Notice issued by Central Bank of Malaysia, a non-resident is allowed to repatriate from Malaysia, funds including any income earned or proceeds from divestment of RM asset, provided that the repatriation is made in foreign currency. Any person who fails to comply with any direction of the Central Bank of Malaysia commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding ten years or to a fine not exceeding RM50,000,000 or to both.

Regulations on Drone Services

Civil Aviation Regulation 2016

All Unmanned Aircraft System (UAS) or more familiarly known as Drone flight activities are currently bound to regulations 140 -144 of the Civil Aviation Regulation 2016, or the CAR whereby an authorization from the Director General is required for circumstances specified in the CAR.

Regulations on IoT Gadget Distribution

Guidelines on Foreign Participation in Distribution Trade Services in Malaysia by Ministry of Domestic Trade and Cost of Living, or the MDTCL

Any foreign involvement in various other distribution formats is required to be in compliance with the following conditions:

Failure to comply with any provisions under these Guidelines by the business operators and for the purpose of national security, the Distributive Trade Committee of MDTCL has the right to reject the application to open a new business branch and to revoke any previous approval given by the Distributive Trade Committee of MDTCL.

Regulations on Cybersecurity

Cyber Security Act 2024

The Cyber Security Act 2024 (the “CSA 2024”) came into force on August 26, 2024, to strengthen Malaysia’s legal framework by focusing on the designation of the National Critical Information Infrastructure (“NCII”) sectors, regulating cybersecurity service providers, and establishing comprehensive procedures for managing cybersecurity incidents. The CSA 2024 emphasizes proactive measures to safeguard critical sectors against cyber threats and mandates compliance from organizations to prevent malicious activities, report cybersecurity incidents, and engage only licensed cybersecurity service providers. The CSA 2024 introduces the concept of NCII, defined as “a computer or computer system which, if disrupted or destroyed, would have a detrimental impact on the delivery of any service essential to the security, defense, foreign relations, economy, public health, public safety, or public order of Malaysia, or on the ability of the Federal Government or any of the State Governments to carry out their functions effectively.” The NCII sectors are as follows: (a) the government: (b) banking and finance; (c) transportation, defense, and national security; (d) information, communication, and digital; (e) healthcare services; (f) water, sewerage, and waste management; (g) energy; (h) agriculture and plantation; (i) trade, industry, and economy; and (j) science, technology, and innovation (collectively, the “NCII Sectors”).

Under the CSA 2024, the NCII Entities are required to conduct regular risk assessments, audits, report any cybersecurity incidents, and adhere to the code of practice established by the relevant NCII sector leads. NCII Entities that fail to comply with relevant regulatory requirements and security measures will face penalties, which can include fines ranging from MYR100,000 to MYR500,000 and/or imprisonment for two to ten years, depending on the nature and severity of the offence. The CSA 2024 also mandates licensing requirements for cybersecurity providers. These providers, regulated under the CSA 2024, offer the necessary services to help businesses manage their cybersecurity risks and fulfill their obligations under the law.

Communications and Multimedia Act 1998

The Communications and Multimedia Act 1998, or the CMA, is the principal legislation in Malaysia which regulates the converging communications and multimedia industries and for incidental matters related thereto. The CMA generally prohibits the use of network facilities or network services for the commission of any offense under Malaysian laws, prohibits fraudulent or improper use of network facilities or network services, prohibits the use and possession of counterfeit access devices, prohibits use of equipment or devices in order to obtain unauthorized access to any network services, applications services or content applications service and prohibits interception of any communications unless with lawful authority.

The CMA is under the regulatory purview of the Malaysian Communications and Multimedia Commission, or the MCMC.

The CMA was amended by the Communications and Multimedia (Amendment) Act 2025, which took effect on February 11, 2025 (save for the provisions on spam and on preservation and disclosure of communications data, which are not yet in force). The amendment significantly raises penalties under the CMA, generally to a fine of up to RM1 million and/or imprisonment of up to ten years (previously RM10,000 to RM500,000 and three months to five years), and expands the MCMC’s powers, including new powers to address network security risks, audit licensees, suspend errant content applications service providers, and a new right for affected parties to bring private civil claims for damage to network facilities or access-device fraud.

MCMC Technical Code on Internet of Things – Security Management and High-Level Functional Architecture

Pursuant to section 95 of the CMA, the MCMC registered and issued the Technical Code on Internet of Things, or the Technical Code, which is the voluntary industry code sets out the requirements and best practices to ensure network facilities, services and equipment are interoperable and safe.

Compliance with the registered voluntary Technical Code shall not be mandatory, unless specifically directed by the MCMC according to section 98 and section 99 of the CMA. Compliance with the Technical Code also acts as a legal defense against any prosecution, action or proceeding of any nature, whether in a court or otherwise, taken against a person (who is subject to the Technical Code) regarding a matter dealt with in that code pursuant to section 98(2) of the CMA. A person who fails to comply with a direction from the MCMC to comply with the Technical Code shall be liable, upon conviction, to a fine not exceeding RM200,000.

Computer Crimes Act 1997

The Computer Crimes Act 1997, or the CCA, provides for offenses relating to the misuse of computers. Amongst others, it deals with gaining unauthorized access to computer material, unauthorized access with intent to commit other offences, unauthorized modification of any program or data on a computer and wrongful communication of any means of access to a computer to an unauthorized person.

“Computer” in the CCA is widely interpreted to include an electronic, magnetic, optical, electrochemical, or other data processing device, or a group of such interconnected or related devices, performing logical, arithmetic, storage and display functions, and includes any data storage facility or communications facility directly related to or operating in conjunction with such device or group of such interconnected or related devices, but does not include an automated typewriter or typesetter, or a portable hand held calculator or other similar device which is non-programmable or which does not contain any data storage facility.

Depending on the type of offense committed, the fine for a convicted offense ranges from RM25,000 to RM150,000 or imprisonment term of three to ten years, or both.

Penal Code

In cases where computer-related crime activities are involved, but do not specifically fall within the ambit of any of the previous mentioned statutes (for example, online fraud, cheating, theft, criminal defamation, intimidation, gambling, and pornography etc.) such offenses may be charged under the Penal Code, which is the primary legislation dealing with criminal offenses in Malaysia.

Cybercrimes Bill 2026

On July 1, 2026, the Malaysia’s Dewan Rakyat (House of Representatives) passed the Cybercrimes Bill 2026, which aims to establish a comprehensive legal framework to address and combat cybercrime activities. The proposed legislation is intended to replace the existing Computer Crimes Act 1997 and strengthen Malaysia’s cybersecurity and cybercrime enforcement framework. As the Cybercrimes Bill 2026 has only passed the Dewan Rakyat, it must still pass the Dewan Negara (Senate) and may therefore be subject to amendments.

The proposed legislation introduces enhanced provisions relating to various cyber-related offences, including unauthorized access to computer systems, unauthorized interception or interference of computer data, misuse of devices, computer-related fraud, identity theft, and other technology-related offences. It also establishes obligations for certain service providers to implement appropriate measures to prevent the misuse of their services for cybercrime activities.

Cayman Islands Data Protection Act

We have certain duties under the Data Protection Act (as revised) of the Cayman Islands, or the DPA, based on internationally accepted principles of data privacy.

Privacy Notice

This privacy notice puts our shareholders on notice that through your investment into us you will provide us with certain personal information which constitutes personal data within the meaning of the DPA, or personal data.

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment in us, this will be relevant for those individuals and you should transit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

How We May Use a Shareholder’s Personal Data

We may, as the data controller, collect, store and use personal data for lawful purposes, including, in particular: (i) where this is necessary for the performance of our rights and obligations under any agreements; (ii) where this is necessary for compliance with a legal and regulatory obligation to which we are or may be subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or (iii) where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

4.C. Organizational Structure

See “4.A. History and Development of the Company—Our Corporate Structure” above for details of our organizational structure as of October 30, 2026.

4.D. Property, Plants and Equipment

Our principal executive offices are located at Level 39, Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, 018983 Singapore.

Our former subsidiary, ARB Innovation Sdn. Bhd., entered into that certain SQV Co-Working Space Membership Agreement to lease the space at 2F-09, Pusat Perdagangan IOI, No. 1 Persiaran Puchong Jaya Selatan, Bandar Puchong Jaya, 47100 Puchong, Selangor, Malaysia, which had a floor area of 1,518 square feet. The original term of the membership was from September 1, 2023 to August 31, 2024, and the monthly membership fee was RM3,825 (approximately $819) during the term. The membership was terminated on June 30, 2024.

In addition, we have leased office premises at No. 17-03, Q Sentral, 2A, Jalan Stesen Sentral 2, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia. The initial term began on August 1, 2021, and expired on April 30, 2023, with an option to renew for an additional two years. On August 1, 2023, we renewed the lease, which was to expire on July 31, 2025, and maintained an option to renew for an additional two years. We have further renewed the lease which will expire on July 31, 2027. On July 31, 2026, Crestwave Digital Sdn. Bhd. gave two months’ notice to terminate the lease, with effect from September 30, 2026. On October 1, 2026, our subsidiary, Orvion Technologies Sdn. Bhd., entered into a new lease of the same premises with VNH One Sdn. Bhd. for a term of two years, expiring on September 30, 2028, with an option to renew for an additional two years. The monthly rental fee is RM11,000 (approximately $2,696).

Also, we have rented a virtual office located at Level 39, Marina Bay Financial Centre Tower 2, 10 Marina Boulevard, 018983 Singapore. The monthly rental fee was SGD150 with a 20% discount. The initial term was from June 9, 2023 to June 8, 2024, and will automatically renew unless a termination notice is provided one month in advance. The monthly rental rate has increased to SGD165.

We believe the above facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate any such expansion of our operations.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under Item 3 “Key Information—3.D. Risk Factors” or in other parts of this Annual Report. See also “Forward-Looking Statements.”

5.A. Operating Results

Overview

We are a provider of complete solutions to our clients for the integration of IoT systems and devices from designing to project deployment and our mission is to become a leading player in the IoT landscape in the ASEAN region. We offer a wide range of IoT systems as well as providing customers a substantial range of services such as system integration and system support service. We deliver holistic solutions with full turnkey deployment from designing, installation, testing, and commissioning of various IoT systems and devices as well as integration of automated systems, including installation of wire and wireless and mechatronic works.

Recent new technology trends such as artificial intelligence, cloud computing, 5G, robotic process automation, IoT and hyper-connectivity continue to transform businesses and drive companies to seek digital changes to meet evolving demands of customers.

For the fiscal year ended June 30, 2026, we reorganized our operations within the IoT segment into three (3) product categories.

Principal Factors Affecting Our Financial Performance

Our business, results of operations and financial condition are affected by general factors driving Malaysia’s economy, the IoT industry, and the markets where our customers operate such as property development, agriculture and logistics sectors. These factors include urbanization rate, levels of per capita disposable income, levels of consumer spending, rate of internet and mobile penetration, development of technologies such as 5G and cloud computing, domestic and international supply chain stability, overall enterprise spending, and other general economic conditions in Malaysia that affect consumption and business activities in general.

Our business results are directly affected by the following factors:

Our ability to secure IoT customer orders. The success of our IoT products is dependent on our ability to secure customer purchase orders and supply contracts for our products. We engage in the supply and distribution of IoT related products across various industries. We believe there are significant untapped opportunities to win new large enterprises across different industries in Malaysia and the ASEAN region. In addition to large enterprises, we also seek to work with smaller, fast-growing companies that require a different set of services that allow us to test new offerings and develop new capabilities.

Our customers’ financial condition and ability to make payments. Our customers’ financial condition and their ability to make payments may impact our operations. As our customers generally purchase our products on credit, and, as a result, our results of operations and financial condition may be adversely affected if our customers experience financial difficulties. To mitigate the credit risk, we require our customers to enter contracts based on a cash-on-delivery basis. As of June 30, 2026, there are no outstanding payments from our customers. We manage credit risk related to our customers by performing periodic evaluations of credit worthiness and applying other credit risk monitoring procedures.

Our ability to deliver contracts on schedule. All of our contracts have agreed milestones and delivery terms. Our ability to meet agreed milestones and delivery terms depends on our ability to manage product sourcing and supply chain. We source hardware and software products for our contracts from Malaysian suppliers. Proximity to origin enables us to develop stronger relationships with local suppliers and contractors, which gives us access to a stable supply of products and services. In addition, we lay out specific and measurable metrics in advance and remain focused and disciplined through the life of the contracts which enable us to promptly identify any underlying issues and resolve them proactively.

In addition, other significant factors affecting our performance and results of our operations include:

Our Reportable Segments

An operating segment is defined as a component of an entity for which discrete financial information is available and whose operating results are regularly reviewed by our management. We report our results of operations in two reportable segments dedicated to (i) the provision of hardware and software of Internet of Things solutions and (ii) investment holding. Our management makes decisions about allocating resources and assessing performance based on reportable segments separately. We provide breakdowns by product categories for certain components of our operating results as appropriate.

Key Components of Results of Operations

Revenue

Our revenue mainly consists of sales of (i) IoT AI servers, (ii) IoT AI power chargers, and (iii) IoT drones for the fiscal year ended June 30, 2026. Revenue from sale of goods is recognized at a point in time when the Group satisfies a performance obligation by transferring a promised good (i.e., an asset) to a customer. An asset is transferred as and when a customer obtains control of that asset which coincides with the delivery of goods and acceptance by the customer. There is no material right of return and warranty provided to the customers on the sale of goods and there is no significant financing component in the revenue arising from sale of goods as the sales are made on normal credit terms.

We engage in the distribution and supply of IoT AI servers, IoT AI power chargers and IoT drones across various industries. The majority of the sales of goods contracts relate to the sale of IoT AI servers.

Cost of Revenue

Cost of Sales of Goods

Cost of sales of goods mainly consists of cost of products purchased from third party suppliers.

Total Expenses

Total expenses consist of depreciation expenses, personnel expenses, general administrative expenses, other operating expenses and interest expense of lease liabilities.

Other Income

Other income mainly consists of bank interest income.

Tax Expenses

Malaysian income tax is calculated at the statutory tax rate of 24% regarding the estimated taxable profit for the fiscal years.

Results of Operations

Year Ended June 30, 2026 Compared to Year Ended June 30, 2025

Revenue. For the year ended June 30, 2026, the revenue increased by RM38.0 million ($10.9 million), or 19%, to RM235.4 million ($57.7 million), when compared with RM197.3 million ($46.8 million) for the year ended June 30, 2025, primarily due to the sales of IoT AI servers, IoT AI power chargers and IoT drones.

The following table sets forth the breakdown of our revenue by product categories.

Revenue from IoT AI Infrastructure was RM232.4 million ($57.0 million) for the year ended June 30, 2026, mainly derived from the sales of IoT AI servers and IoT AI power chargers.

Revenue from IoT Autonomous Systems and Drones was RM3.0 million ($0.7 million) for the year ended June 30, 2026, which remained consistent with RM3.0 million ($0.7 million) for the year ended June 30, 2025. The sales are mainly derived from the sale of IoT drones.

Revenue from IoT Devices and Smart Solutions decreased from RM153.3 million ($36.4 million) for the year ended June 30, 2025 to RM nil for the year ended June 30, 2026. Revenue in 2025 was mainly derived from sales of IoT Vending Machine and IoT Device Set products.

Revenue from IoT AI Software and Data Solutions decreased from RM41.0 million ($9.7 million) for the year ended June 30, 2025 to RM nil for the year ended June 30, 2026. Revenue in 2025 was mainly derived from sales of IoT Wifi Optimisation and IoT AI Data Analysis.

Cost of revenue. For the year ended June 30, 2026, the cost of revenue increased by RM39.3 million ($11.3 million), or 19%, to RM244.8 million ($60.0 million), when compared with RM205.5 million ($48.7 million) for the year ended June 30, 2025, which was in line with the increase in revenue.

Other income. For the year ended June 30, 2026, the other income decreased by RM0.2 million ($0.1 million), or 22%, to RM0.9 million ($0.2 million), when compared with RM1.1 million ($0.3 million) for the year ended June 30, 2025, mainly due to the decrease of interest income received during the financial year.

Total expenses. For the year ended June 30, 2026, the total expenses increased by RM16.6 million ($4.6 million), or 26%, to RM81.7 million ($20.0 million), when compared with RM65.1 million ($15.4 million) for the year ended June 30, 2025, mainly due to the higher impairment losses, partly offset by lower depreciation.

Tax credit. For the year ended June 30, 2026, there was income tax recovery of RM6.4 million ($1.6 million) as compared to income tax recovery of RM0.7 million ($0.2 million) for the year ended June 30, 2025.

Loss for the year. For the year ended June 30, 2026, the loss is RM83.8 million ($20.5 million) compared with the loss of RM71.4 million ($16.9 million) for the year ended June 30, 2025. The increase of loss for the year ended June 30, 2026, was due to increase in the operating expenses during the financial year.

Year Ended June 30, 2025 Compared to Year Ended June 30, 2024

Revenue. For the year ended June 30, 2025, the revenue increased by RM139.1 million ($34.5 million), or 239%, to RM197.3 million ($46.8 million), when compared with RM58.2 million ($12.3 million) for the year ended June 30, 2024, primarily due to the sales of IoT vending machine and IoT network hardware.

The following table sets forth the breakdown of our revenue by product categories.

Revenue from IoT Autonomous Systems and Drones was RM3.0 million ($0.7 million) for the year ended June 30, 2025, as compared to RM52.0 million ($11.0 million) for the year ended June 30, 2024, a decrease of RM49.0 million ($10.3 million). The decrease was primarily attributed to decrease in project management fee income.

Revenue from IoT Devices and Smart Solutions was RM153.3 million ($36.4 million) for the year ended June 30, 2025, compared to RM0.5 million ($0.1 million) for the year ended June 30, 2024, an increase of RM152.9 million ($36.3 million). The increase was primarily due to the increase in sales of IoT Vending Machine and IoT Device Set products.

Revenue from IoT AI Software and Data Solutions was RM41.0 million ($9.7 million) for the year ended June 30, 2025, compared to RM5.7 million ($1.2 million) for the year ended June 30, 2024, an increase of RM35.3 million ($8.5 million). The increase was primarily due to the increase in sales of IoT AI WiFi Optimization and IoT AI Data Analysis products.

Cost of revenue. For the year ended June 30, 2025, the cost of revenue increased by RM126.9 million ($32.1 million), or 162%, to RM205.5 million ($48.7 million), when compared with RM78.5 million ($16.6 million) for the year ended June 30, 2024, which was in line with the increase in revenue.

Other income. For the year ended June 30, 2025, the other income decreased by RM0.5 million ($0.1 million), or 31%, to RM1.1 million ($0.3 million), when compared with RM1.6 million ($0.3 million) for the year ended June 30, 2024, mainly due to the decrease of interest income received during the financial year.

Total expenses. For the year ended June 30, 2025, the total expenses increased to RM65.1 million ($15.4 million) from RM46.8 million ($9.9 million) for the year ended June 30, 2024, an increase of RM18.3 million ($5.5 million) or 39%. It was mainly due to the increase in impairment losses of goodwill, intangible assets and plant and equipment during the year.

Income tax. For the year ended June 30, 2025, there was income tax recovery of RM0.7 million ($0.2 million) as compared to income tax recovery of RM10.8 million ($2.3 million) for the year ended June 30, 2024. The decrease in tax recovery was mainly due to under-provision of deferred tax expense in the prior year, as well as the utilization of capital allowance and unabsorbed business losses carried forward from prior years.

Loss for the year. For the year ended June 30, 2025, the loss is RM71.4 million ($16.9 million) compared with the loss of RM54.7 million ($11.6 million) for the year ended June 30, 2024. The loss for the year ended June 30, 2025, was due to a significant increase in the operating expenses during the financial year.

5.B. Liquidity and Capital Resources

As of June 30, 2026, we had cash and bank balances of RM31.2 million ($7.7 million). To date, we have financed our operations primarily through net cash flow from operations, loans and shares issued for cash.

The following table sets forth a summary of our cash flows for the years ended:

Operating Activities

Operating activities used RM1.4 million ($0.4 million) in cash for the year ended June 30, 2026, compared with cash generated of RM0.8 million ($0.2 million) in cash for the year ended June 30, 2025. The increase in cash used in operating activities was primarily attributable to increase other receivables, deposits and prepayments of RM41.3 million and decreases in trade payables of RM9.2 million during the year ended June 30, 2026, partially offset by a decrease in trade receivables of RM41.8 million and an increase in contract liabilities of RM8.6 million.

Operating activities generated RM0.8 million ($0.2 million) in cash for the year ended June 30, 2025, compared to RM55.1 million ($11.7 million) in cash for the year ended June 30, 2024. The decrease in cash provided from operating activities for the year ended June 30, 2025, is due to increase in credit sales in receivables for the year ended June 30, 2025, when compared to the year ended June 30, 2024.

Investing Activities

The cash generated from investing activities for the year ended June 30, 2026, was RM0.8 million ($0.2 million), which is a decrease of 26%, compared to cash provided in investing activities of RM1.1 million ($0.3 million) in the year ended June 30, 2025. The decrease was primarily attributable lower interest received during the year ended June 30, 2026, compared to the prior year.

The cash generated from investing activities for the year ended June 30, 2025, was RM1.1 million ($0.3 million), which is an increase of 104%, compared to cash used in investing activities of RM28.7 million ($6.1 million) in the year ended June 30, 2024. The increase is primarily attributable to the absence of the RM30.0 million acquisition of property, plant and equipment incurred in the prior year, partially offset by lower interest received.

Financing Activities

Cash flows used in financing activities for the year ended June 30, 2026, was RM0.1 million ($0.03 million) compared to cash flows used in financing activities for the year ended June 30, 2025, which is RM0.1 million ($0.03 million).

Cash flows used in financing activities for the year ended June 30, 2025, was RM0.1 million ($0.03 million) compared to cash flows used in financing activities for the year ended June 30, 2024, which is RM49.5 million ($10.5 million).

We believe that available cash and bank balances, and the current asset, such as accounts receivable, should enable the Company to meet anticipated cash needs for at least the next 12 months.

We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Holding Company Structure

ARB IOT Group is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

5.C. Research and Development, Patents and Licenses, etc.

See “Item 4. Information on the Company—B. Business Overview.”

5.D. Trend Information

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.

5.E. Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgements, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. The following descriptions of significant accounting judgments, and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this Annual Report. When reviewing our financial statements, you should consider (i) our selection of significant accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Intangible Asset and Goodwill

Supply/Service Agreements

Supply, Service and the Reseller and Drone Service Agreements (“Supply/Service Agreements”) were acquired in prior business combinations and are carried at cost less accumulated amortization and accumulated impairment losses.

During the fiscal year ended June 30, 2026, management reassessed the recoverability of the IoT Drone CGU, comprising Supply/Service Agreements, due to continued underperformance of the related business activities and lower-than-expected future cash flow projections. Based on the impairment assessment performed, the recoverable amount of the IoT Drone CGU was determined to be RM nil. Accordingly, an impairment loss of RM15,666,760 was recognized in the consolidated statement of operations and comprehensive loss for the fiscal year ended June 30, 2026.

No impairment loss was recognized in respect of the Supply/Service Agreements during the fiscal years ended June 30, 2025 and 2024.

Computer Systems

Computer systems comprise source codes recognized in a business combination at the acquisition date and source codes purchased from third parties, which were held for use in the production or supply of goods or services to customers. The source codes are initially measured at cost. After initial recognition, source codes are measured at cost less accumulated amortization and accumulated impairment losses.

During the fiscal year ended June 30, 2026, amortization of RM12,446,274 was recognized, resulting in the remaining carrying amount of the computer system being fully amortized as of June 30, 2026. No impairment loss was recognized in respect of the computer system during the fiscal year ended June 30, 2026.

During the fiscal year ended June 30, 2025, management performed an impairment assessment of the computer system due to the underperformance of the related business activities and changes in expected future economic benefits. Based on the assessment, an impairment loss of RM8,044,989 was recognized. In addition, certain computer system assets with a carrying amount of RM290,004 were written off following management’s review of the Group’s technology assets.

No impairment loss was recognized in respect of the computer system during the fiscal year ended June 30, 2024.

Goodwill

Goodwill acquired in a business combination is allocated to the CGUs that are expected to benefit from the synergies of the combination and is measured at cost less accumulated impairment losses. Impairment losses recognized on goodwill are not reversed in subsequent periods.

As of June 30, 2026, the Group’s goodwill was in relation to the IoT AI Power Charger CGU within the Group’s IoT operating segment.

During the fiscal year ended June 30, 2026, management reassessed the recoverability of the IoT AI Power Charger CGU due to continued operating losses, lower-than-expected operating performance and revised future cash flow projections. Based on the impairment assessment performed, the recoverable amount of the CGU was determined to be RM8,098,393, which was lower than its carrying amount. Accordingly, an impairment loss of RM22,150,110 was recognized in respect of goodwill during the fiscal year ended June 30, 2026, resulting in the goodwill being fully impaired as of June 30, 2026.

During the fiscal year ended June 30, 2025, the Group’s goodwill was in relation to the IoT AI Power Charger CGU and IoT AI Server CGU. The management performed an impairment assessment of both CGUs. Based on the impairment assessment performed, the recoverable amounts of the CGUs were determined to be RM108,518,721, which were lower than their carrying amounts. Accordingly, an impairment loss of RM7,734,427 was recognized in respect of goodwill.

No impairment loss in respect of goodwill was recognized during the fiscal year ended June 30, 2024.

The recoverable amounts of the four CGUs identified have been determined based on VIU calculations. The VIU is calculated using the pre-tax cash flow projections based on financial budgets approved by management covering a five-year period followed by a long-term growth rate of 2.1% (2025: 2.2%). VIU was determined by discounting the future cash flow generated from the business operation of the CGUs.

The key assumptions used in the VIU calculations include revenue growth rates, expense growth rates, pre-tax discount rates and profit margins. Revenue growth rates are based on market and industry expectations, expense growth rates reflect projected annual increases of approximately 2.0% (2025: 3.0%), pre-tax discount rate of 11.28% (2025: 11.34% to 13.20%), and profit margins are based on historical performance and management’s expectations.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Senior Management

The following table sets forth certain information regarding our directors and executive officers.

(Alfred) Tan Choong Hau. Mr. Tan has served as our Chief Executive Officer, Chairman of the Board of Directors and a director since October 23, 2026, when he was appointed to fill the vacancies created by the resignation of Dr. Liew Kok Leong. Mr. Tan brings over 25 years of experience in corporate leadership, technology commercialization, international business development, and strategic operations management across Southeast Asia, Greater China, and the United States. His professional expertise spans Internet of Things (IoT), artificial intelligence (AI), technology enabled operations, product development, and cross-border business expansion. Mr. Tan has served as the Chief Executive Officer and Business Lead of TATAN Group in Cambodia since March 2006, where he oversees large-scale business operations and the implementation of advanced technology solutions. During his tenure, he has spearheaded the integration of IoT infrastructure, automated control systems, AI-powered analytics, and remote monitoring technologies across approximately 2,000 hectares of operations. He has also led the development and implementation of AI-driven management platforms to enhance operational efficiency, resource optimization, and business decision-making. In addition, Mr. Tan has served as an Executive Director of TATAN Agrotech Sdn Bhd since November 2021, where he is responsible for business expansion, technology deployment, strategic partnerships, and the transfer of technical expertise across regional markets. He is also a Founding Partner of Alliance Agrotech Sdn Bhd, a position he has held since April 2021, where he has been instrumental in establishing and commercializing specialized precision technology services and securing business relationships with major corporate clients, including Sime Darby Plantation. Earlier in his career, Mr. Tan served as Vice President of Marketing at Kindin Medical Research Institute in Beijing, China, from November 2002 to January 2006, where he led international market expansion, established regional distribution networks, and drove substantial revenue growth across multiple markets. From September 1998 to November 2002, Mr. Tan served as Product Marketing Manager at US Software in Hillsboro, Oregon, United States, a developer of embedded networking software, and, following its acquisition in December 2000 by Lantronix, Inc. (Nasdaq: LTRX), a technology company specializing in networking and connectivity solutions, at Lantronix. In this capacity, he was involved in product strategy, technology commercialization, and the development of distribution networks across the Asia-Pacific region, and established business relationships with leading global technology companies, including Motorola, Sony, Panasonic, Samsung, and LG. His other directorships include Usahasama Agrotech Sdn Bhd (since July 2025) and Agri Vegefresh Sdn Bhd (since June 2024). Mr. Tan holds a Bachelor of Business Administration (BBA) degree from Utah State University, United States, which he obtained in 1998. We believe that Mr. Tan is qualified to serve as a director and Chairman of the Board due to his extensive leadership, technology commercialization, and international business experience.

(Addy) Ng Kok Wah. Mr. Ng graduated from professional accounting papers with Association of Chartered Certified Accountants (ACCA), United Kingdom in 2022, and has been a registered chartered accountant with the Malaysian Institute of Accountants (MIA) since 2003. Mr. Ng obtained a Capital Market Services Representative License (CMSRL) in financial planning from the Securities Commission Malaysia pursuant to Capital Markets and Services Act 2007 on March 29, 2018. He started his career with a small accounting firm in 1998, followed by an international medium accounting firm, Morison Anuarul Azizan Chew & Co., handling various audit and non-audit assignments for both listed and private companies involved in a wide range of business activities including banks, insurance companies and other financial institutions. Mr. Ng has more than twenty (20) years of experience in accounting and auditing of various industries.

(Kevin) Khor Chin Meng. Mr. Khor earned his professional degree from the Association of Chartered Certified Accountants (ACCA) in 1998 and has been a fellow member of the ACCA since 2005. Mr. Khor has more than twenty (20) years of experience in finance and auditing, advising clients in various industries. He started his career with Singam & Yong as an auditor junior in 1996. In 2010, Mr. Khor founded his own firms, Weld Asia Advisory Sdn. Bhd. and Weld Asia Corporate Advisory Sdn. Bhd., focusing on providing tax and business advisory services to corporate clients. Since 2015, Mr. Khor has served as a director and overseen the operations of Portable Power Products (M) Sdn. Bhd., a company engaged in the wholesale of agriculture machinery, equipment and supplies. In January 2019, Mr. Khor was appointed as an independent director of ARB Berhad. Mr. Khor graduated from Segi College in 1998 as an ACCA holder. He has served as a member of the board of directors of several publicly listed companies, gaining extensive experience in corporate governance, strategic oversight and business management.

(Julia) Yuen Ya Ting. Ms. Yuen has more than twenty (20) years of professional experience in company secretarial practice. She began her career working for a few secretarial firms and then transitioned to a publicly listed company. She established her first secretarial firm, JY Management, in 2017, and a second secretarial firm, Boardroom secretarial Services Sdn Bhd (“Boardroom Secretarial”), in January 2019. Ms. Yuen was appointed as Executive Director of Boardroom Secretarial to manage its overall business operations. Boardroom Secretarial provides a wide array of corporate and secretarial support services, including among others, registration of companies, Companies Act compliance advisory services, customization of company constitution, reinstate of dissolved companies, winding up proceedings, production of corporate portfolios for business license application, preparation of resolutions and meeting minutes. In July 2023, Ms. Yuen was appointed as a director in Prompt Act Management Services Sdn Bhd, a secretarial services company. Ms. Yuen is a graduate and associate member of Malaysian Institute of Chartered Secretaries and Administrators (MAICSA). She is also an associate chartered governance professional of the Chartered Governance Institute. In addition, she holds a practicing certificate issued by Companies Commission of Malaysia.

Noor Amalina Binti Ali. Ms. Amalina graduated from the professional accounting papers with Association of Chartered Certified Accountants (ACCA) in 2014 and has been a registered chartered accountant with Malaysian Institute of Accountants (MIA) since 2021. Ms. Amalina has more than fifteen (15) years of experience in finance, accounting and auditing, advising clients in various industries. She started her career with JF & S Consultancy as an auditor in 2011. From 2012 to 2017, Ms. Amalina served as tax manager at Messrs Zailan & Associates to practice corporate taxation and served a wide range of clients in diverse industries. From 2017 to 2020, she worked as an accounts manager and tax manager at PKF Malaysia and gained further experience in both accounting and taxation practices at this professional firm until May 2020. In 2022, Ms. Amalina founded her own professional firm, Amalina Ali & Co, which mainly provides accounting, payroll, taxation and company secretarial services. She has served as a member of the board of directors of several publicly listed companies, gaining extensive experience in corporate governance, strategic oversight and business management.

No family relationships exist between any of our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.

6.B. Compensation of Board Members and Executives

For the fiscal year ended June 30, 2026, the aggregate cash compensation and benefits paid to our directors and executive officers amounted to approximately $0.4 million. None of our directors or executive officers received any equity awards, including stock options, restricted shares, or other equity incentives during the year ended June 30, 2026.

6.C. Board Practices

The Nasdaq listing rules generally require that a majority of an issuer’s board of directors must consist of independent directors. Our board of directors consists of five directors, including three independent directors.

A director is not required to hold any shares in our Company to qualify to serve as a director. Our board of directors may exercise all the powers of our Company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third-party.

Board Committees

We have established an audit committee, a compensation committee and a nominating and corporate governance committee of our 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 three independent directors, namely (Kevin) Khor Chin Meng, (Julia) Yuen Ya Ting and Noor Amalina Binti Ali, and is chaired by (Kevin) Khor Chin Meng. Our board of directors has determined that each of the directors satisfies the “independence” requirements of Rule 10A-3 under the Exchange Act and Rule 5605(c)(2) of the Nasdaq Rules. We have determined that (Kevin) Khor Chin Meng qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the consolidated financial statements of our Company. The audit committee is responsible for, among other things:

Compensation Committee

Our compensation committee consists of three independent directors, namely (Kevin) Khor Chin Meng, (Julia) Yuen Ya Ting and Noor Amalina Binti Ali, and is chaired by Noor Amalina Binti Ali. Our board of directors has determined that each of the directors satisfies the “independence” requirements of Rule 10C-1 under the Exchange Act and Rule 5605(d)(2) of the Nasdaq Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of three directors, namely (Kevin) Khor Chin Meng, (Julia) Yuen Ya Ting and Noor Amalina Binti Ali, and is chaired by (Julia) Yuen Ya Ting. Our board of directors has determined that each of the directors satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to our Company to act honestly, in good faith and with a view to our best interests. Our directors also owe to our Company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum of association and articles of association. Our Company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our Company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract, proposed contract, or arrangement notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered. Our board of directors may exercise all the powers of our Company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.

The functions and powers of our board of directors include, among others:

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders or by the board of directors. A director will be removed from office automatically if, among other thing, the director (i) dies; (ii) becomes bankrupt or makes any arrangement or composition with his creditors generally; (iii) is found to be or becomes of unsound mind; (iv) resigns his office by notice in writing to our Company; (v) is prohibited by law from being a director; and (vi) is removed from the office pursuant to any other provisions of our memorandum of association and articles of association.

Employment and Indemnification Agreements

We have entered into an employment agreement with each of our executive officers. Our executive officers are employed for a specified time period, which will be automatically extended unless either we or the executive officers give prior notice to terminate such employment. We are able to terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense other than one which in the opinion of the board does not affect the executive’s position, willful, disobedience of a lawful and reasonable order, misconducts being inconsistent with the due and faithful discharge of the executive officer’s material duties, fraud or dishonesty, or habitual neglect of his or her duties. An executive officer will be able to terminate his or her employment at any time with not less than one-month prior written notice.

Each executive officer agrees to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. Each executive officer is also required to agree to assign to our Company all his or her inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, concepts and trade secrets which the executive officer may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the executive officer’s employment with us that are either related to the scope of the employment or make use of the resources of the company. In addition, all executive officers are required to agree to be bound by non-competition and non-solicitation restrictions set forth in their agreements. Moreover, each executive officer will be required to agree not to, for a certain period following termination of his or her employment or expiration of the employment agreement: (i) carry on or be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent or otherwise carry on any business in direct competition with us, (ii) solicit or entice away any of our user, client, representative or agent, or (iii) employ, solicit or entice away or attempt to employ, solicit or entice away any of our officer, manager, consultant or employee.

We have entered into indemnification agreements with our directors and executive officers, pursuant to which we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. A copy of the form of such indemnification agreement is filed as an exhibit to this Annual Report.

6.D. Employees

As of June 30, 2026, 2025 and 2024, we had a total of 12, 9 and 13 full-time employees located in Malaysia to support our business operations, respectively. In 2024, we restructured our human resources model by engaging outsourcing vendors to support our business operations, align capacity with customer requirements, and enhance scalability while maintaining cost discipline and long-term operational sustainability.

The following table sets forth the number of our employees by function as of June 30, 2026:

None of our employees are represented by a labor union. We have not experienced any material labor disputes, and we believe that we maintain a good working relationship with our employees.

In Malaysia, we are required to comply with regulations governing employment such as the Employees Provident Fund Act 1991, Employees’ Social Security Act 1969 and Income Tax (Deduction From Remuneration) Rules 1994. Under Employees Provident Fund Act 1991, our Malaysian subsidiaries are required to make contributions, as employers, to the Employees Provident Fund for our employees who are Malaysian citizens and who are not Malaysian citizens but permanent residents in Malaysia. The contribution rates vary, depending on the monthly wages of our employees. Other than the contributions, we have no further obligation for the payment of retirement and other post-retirement benefits of our employees in Malaysia. As of the date of this Annual Report, our Malaysian subsidiaries do not have any non-Malaysian employees.

We enter into standard employment agreements with our employees pursuant to which we shall deduct from the employee’s salary for the purpose of paying the employees’ contributions to the relevant authorities in accordance with the prescribed rates of the stipulated laws. We also issue employees handbook which provides policy and procedure to be complied with by all our employees, including, amongst others, that our employees are not allowed to divulge our confidential information except with our approval whether in employment or after termination of employment.

6.E. Share Ownership

See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.”

6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major shareholders

The following table sets forth information with respect to beneficial ownership of our share capital as of the date of this Annual Report by:

None of our major shareholders have different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

7.B. Related Party Transactions

Unless otherwise noted, the following is a description of related party transactions we have entered into since July 1, 2025, with any of the members of our board of directors, any executive officer, any holder of more than 5% of our ordinary shares at the time of such transaction, or any members of their immediate family, that had or will have a direct or indirect material interest, other than compensation arrangements, which are described under “Item 6. Directors, Senior Management and Employees—B. Compensation” and “Item 6. Directors, Senior Management and Employees—C. Board Practices.”

For the year ended June 30, 2026, the Company leased space in an office building from a related party, VNH One Sdn. Bhd., a company with Dr. Liew Kok Leong serving as a director on its board and being a shareholder, for incurred expenses of RM0.1 million ($0.03 million). Subsequent to the year end, the lease held by our subsidiary, Crestwave Digital Sdn. Bhd., was terminated with effect from September 30, 2026. On October 1, 2026, our subsidiary, Orvion Technologies Sdn. Bhd., entered into a new lease of the same premises with VNH One Sdn. Bhd. for a term of two years, expiring on September 30, 2028, at a monthly rental of RM11,000 (approximately $2,696).

On August 1, 2025, Ukay One, an entity controlled by our former Chief Executive Officer and Chairman, Dr. Liew Kok Leong, and his wife, acquired 86,288 ordinary shares on the open market using its personal funds at market price. On August 4, 2025, Ukay One acquired an additional 54,395 ordinary shares on the open market using its personal funds at market price. On August 5, 2025, Ukay One acquired an additional 77,786 ordinary shares on the open market using its personal funds at market price. Following these acquisitions, Ukay One held approximately 18.5% of the equity interests of the Company.

On December 12, 2025, Ukay One acquired an additional 65,050 ordinary shares of the Company through an open market transaction. Following the completion of this acquisition, Ukay One’s equity interests in the Company increased to approximately 22.2%.

On July 15, 2024, Lumetrix Systems Sdn. Bhd. (“Lumetrix”) (formerly known as ARB IOT Group Sdn. Bhd.) entered into a trust deed with Dr. Liew Kok Leong, then our Chief Executive Officer and Chairman, pursuant to which Dr. Liew held one (1) ordinary share, representing 100% of the issued and paid-up share capital of ARB Synergy Sdn. Bhd. (“ARB Synergy”), on trust for Lumetrix. On April 22, 2026, this trust deed was terminated. Accordingly, the share ceased to be held on trust for Lumetrix, Lumetrix’s beneficial interest in ARB Synergy ceased, and ARB Synergy ceased to be a subsidiary of the Company and was deconsolidated with effect from April 22, 2026.

On the same date, ARB Synergy transferred its 100 ordinary shares in ARB Databook Pte. Ltd. (“ARB Databook”) to Dr. Liew for a total consideration of $1.00, and Lumetrix entered into a new trust deed with Dr. Liew, pursuant to which Dr. Liew is the registered holder of the 100 ordinary shares, representing 100% of the issued and paid-up share capital of ARB Databook, and holds such shares on trust for Lumetrix. Under the new trust deed, Dr. Liew must pay all dividends on the trust shares to Lumetrix or as it directs; may not transfer, sell, pledge or otherwise encumber the trust shares unless Lumetrix directs otherwise; and must deal with the trust shares and all related proceeds, and exercise all rights attaching to them, including voting rights, as Lumetrix directs. The new trust deed is governed by Malaysian law, has no fixed term or termination provision, and provides no compensation to Dr. Liew. As a result, there was no change in our effective ownership interest in or control over ARB Databook, which continues to be consolidated in our financial statements. The foregoing description of the new trust deed does not purport to be complete and is qualified in its entirety by reference to the full text of the trust deed, a copy of which is filed as Exhibit 4.5 to this report.

We do not currently expect to enter into any additional agreements or other transactions with any of our directors, officers or other affiliates. Any transactions with directors, officers or other affiliates will be subject to the requirements of Sarbanes-Oxley and SEC rules and regulations.

Related Party Transaction Policy

Pursuant to our related party transaction policy, any related party transaction must be approved or ratified by our board of directors or audit committee thereof. In determining whether to approve or ratify a transaction with a related party, our audit committee will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related party’s direct or indirect interest and the actual or apparent conflict of interest of the related party. Our audit committee will not approve or ratify a related party transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.

7.C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial Information

Financial Statements

See “Item 18. Financial Statements,” which contains our consolidated financial statements prepared in accordance with IFRS.

Legal Proceedings

We may from time to time become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations and financial condition.

Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention.

Policy on Dividend Distributions

We have not previously declared, or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders.

Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

8.B. Significant Changes

Except as disclosed below, no significant change has occurred since the date of our consolidated financial statements filed as part of this Annual Report. Effective October 23, 2026, Dr. Liew Kok Leong resigned as our Chief Executive Officer, Chairman of the Board and a director. Dr. Liew’s resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies (including accounting or financial policies), or practices. Effective the same date, our board of directors appointed (Alfred) Tan Choong Hau as our Chief Executive Officer, a director and Chairman of the Board to fill the vacancies created by Dr. Liew’s resignation. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management.”

ITEM 9. THE OFFER AND LISTING

9.A. Offer and Listing Details

Our ordinary shares have traded on the Nasdaq Capital Market since April 5, 2023, under the symbol “ARBB”.

9.B. Plan of Distribution

Not applicable.

9.C. Markets

See “Item 9. The Offer and Listing—A. Offer and Listing Details.”

9.D. Selling Shareholders

Not applicable.

9.E. Dilution

Not applicable.

9.F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

Not applicable.

10.B. Memorandum and Articles of Association

Summaries of material provisions of our memorandum and articles of association currently in effect and of the Companies Act, insofar as they relate to the material terms of our ordinary shares, are contained in Exhibit 2.1 to this Annual Report which are incorporated herein by reference.

10.C. Material Contracts

All material contracts governing the business of the Company are described elsewhere in this Annual Report or in the information incorporated by reference herein.

10.D. Exchange Controls

Cayman Islands

Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.

Malaysia

There are foreign exchange policies in Malaysia that support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax.

10.E. Taxation

A description of material Cayman Islands, Malaysia and U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinary shares is contained in the IPO Form F-1 in the section entitled “Taxation,” which is incorporated herein by reference.

10.F. Dividends and Paying Agents

Not applicable.

10.G. Statement by Experts

Not applicable.

10.H. Documents on Display

We are subject to the informational requirements of the Exchange Act as a foreign private issuer and file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. Reports and other information filed by us with the SEC, including this Annual Report, may be viewed from the SEC’s Internet site at http://www.sec.gov. In addition, we will provide hard copies of our Annual Report free of charge to shareholders upon request.

Statements made in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, our principal shareholders are exempt from the reporting provisions contained in Section 16 of the Exchange Act.

10.I. Subsidiary Information

See “Item 4. Information on the Company—A. History and Development of the Company—Our Corporate Structure.”

10.J. Annual Report to Security Holders

If we are required to provide an annual report to security holders, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

All of our revenue and substantially all of our expenses are denominated in RM. Our exposure to foreign exchange risk primarily relates to cash and cash equivalent denominated in SGD or U.S. dollars. We do not believe that we currently have any significant direct foreign exchange risk and have not used derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in our shares is affected by the exchange rate between U.S. dollar and RM because the value of our business is effectively denominated in RM, while our shares are traded in U.S. dollars.

To the extent that we need to convert U.S. dollars into RM for our operations, appreciation of the RM against the U.S. dollar would have an adverse effect on the RM amount we receive from the conversion. Conversely, if we decide to convert RM into U.S. dollars for business purposes, appreciation of the U.S. dollar against the RM would have a negative effect on the U.S. dollar amounts available to us.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest expenses incurred on income generated by excess cash, which is mostly held in interest-bearing bank deposits. Interest-earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. We have not been exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. However, our future interest income may fall short of expectations due to changes in market interest rates.

Inflation

To date, inflation in Malaysia has not materially impacted our results of operations. According to the Department of Statistics Malaysia, the year-over-year changes in the Consumer Price Index were 2.5% in 2023, 1.8% in 2024, and 1.4% in 2025, reflecting a moderating inflationary environment over the past three years. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in Malaysia. For example, certain operating costs and expenses, such as employee compensation and office operating expenses may increase as a result of higher inflation. Additionally, because a substantial portion of our assets consists of cash and cash equivalent, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposure to higher inflation in Malaysia.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities

Not applicable.

12.B. Warrants and Rights

Not applicable.

12.C. Other Securities

Not applicable.

12.D. American Depositary Shares

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Our management carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of June 30, 2026. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with IFRS as issued by the International Accounting Standards Board. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control system are met.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting as of June 30, 2026, was effective.

Attestation Report of Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of the Company’s registered public accounting firm because the Company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the SEC.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that (Kevin) Khor Chin Meng is the “Audit Committee Financial Expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC and also meets Nasdaq’s financial sophistication requirements. Mr. Khor is an “independent director” as defined by the rules and regulations of Nasdaq.

ITEM 16B. CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct, or the Code of Ethics, that is applicable to all of our employees, officers and directors and is available on our website at www.arbiotgroup.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. If we make any amendment to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the SEC. Under Item 16B of Form 20-F, if a waiver or amendment of the Code of Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards promoting any of the values described in Item 16B(b) of Form 20-F, we are required to disclose such waiver or amendment on our website in accordance with the requirements of Instruction 4 to such Item 16B.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to the Company for fiscal years ended June 30, 2026 and 2025, by AOGB CPA Limited, the Company’s principal accounting firm.

Audit Fees

Audit fees consisted of the aggregate fees for the audits of our consolidated financial statements, half-year reviews, consents, and assistance with review of documents filed with the SEC.

Audit Related Fees

Audit-related fees consist of the aggregate fees billed for each of the last two fiscal years for assurance and related services performed by the Company’s principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned “Audit Fees” above. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services during the last two fiscal years.

Tax Fees

Tax fees consist of aggregate fees billed for each of the last two fiscal years for professional services performed by the Company’s principal accountant with respect to tax compliance, tax advice, tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services during the last two fiscal years.

All Other Fees

All other fees consist of aggregate fees billed for each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than for the services reported under the headings “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above. We did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.

Audit Committee’s Pre-Approval Policies and Procedures

Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our auditors, the audit committee pre-approves each type of audit, audit-related, tax and other permitted services, subject to the ability of the audit committee to delegate certain pre-approval authority to one or more of its members. All of the fees listed in the table above were approved by our audit committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

We have not asked for, nor have we been granted, an exemption from the applicable listing standards for our Audit Committee.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no purchases of equity securities made by or on behalf of us or any “affiliated purchaser” as defined in Rule 10b-18 of the Exchange Act during the period covered by this Annual Report.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G. CORPORATE GOVERNANCE

We are incorporated in the Cayman Islands and our corporate governance practices are governed by applicable laws of Cayman Islands and our memorandum and articles of association. In addition, since our ordinary shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance requirements.

In addition, as a foreign private issuer, Nasdaq Listing Rule 5615(a)(3) permits us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided that we disclose in our annual report filed with the SEC each requirement of Rule 5600 that we do not follow and describe the home country practice followed in lieu of such requirement.

We are currently following Cayman corporate governance practices that do not require us to hold annual shareholders’ meetings in lieu of Nasdaq Rule 5620(a).

Additionally, our Cayman counsel has provided relevant letters to Nasdaq certifying that under Cayman law, we are not required to seek shareholders’ approval in certain circumstances as may be required under Nasdaq Rule 5635.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

The Company continues to adhere to insider trading policies and procedures adopted on May 21, 2024, which governs the purchase, sale, and other dispositions of its securities by directors, officers, and employees. This policy remains in effect and is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and U.S. federal, state, and foreign securities laws. A copy of the ARB IOT Group Limited Insider Trading Policy is attached as Exhibit 11.2 to this Annual Report.

ITEM 16K. CYBERSECURITY

PART III

ITEM 17. FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS

Our audited financial statements are included as the “F” pages attached to this Annual Report.

All financial statements in this Annual Report, unless otherwise stated, are presented in accordance with IFRS.

ITEM 19. EXHIBITS

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Hong Kong, Hong Kong

October 30, 2026

We have served as the Group’s auditor since 2024.

AOGB CPA Limited, Suite 2501-03, Tesbury Centre, 28 Queen’s Road East, Admiralty, Hong Kong

Tel: 2152-2238, Website: www.aogb.com

ARB IOT GROUP LIMITED

(Incorporated in the Cayman Islands)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2026, 2025 AND 2024

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS