(Unless otherwise stated, abbreviations and definitions used throughout this announcement shall have the same meaning as defined in the Company’s announcements dated 26 October 2023 and 31 January 2024 in relation to the IFactors Investment (“Announcement”).)
We refer to the Company’s announcements on 26 October 2023, 31 January 2024, 12 July 2024, 23 July 2024, 29 July 2024, 31 July 2024 and 1 August 2024 in relation to the IFactors Investment.
On 31 January 2024, the Company announced that the IFactors Investment was completed on even date in accordance with the terms of the Agreements. IFactors is currently a 30%-owned associate of the Company.
Pursuant to the SPA (as amended and supplemented by the Supplemental SPA) in respect of the acquisition of 25% equity interest in IFactors (“Acquisition”), Abu Bakar (or the Guarantor) has covenanted to guarantee and undertake that:
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the actual aggregate net profit (“PAT”) of IFactors in respect of its financial year ended (“FYE”) 31 December 2024 (“FYE 2024”) and 31 December 2025 (“FYE 2025”) shall not be less than RM21.00 million (“Profit Guarantee Amount”); and
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the audited shareholders’ fund of IFactors at the end of the guaranteed period of FYE 2024 and FYE 2025 (“Guaranteed Period”) shall be at least the aggregate of (i) the Profit Guarantee Amount and (ii) the audited total equity of IFactors as at the FYE 31 December 2023, and adjusted for any increase in share capital, capital injection and payment of dividends
(collectively, the “Guarantee”).
The Guarantee is secured against the 7,466,666 ordinary shares in Citaglobal (“Consideration Shares”) issued by Citaglobal to the Guarantor as part settlement of the purchase consideration for the Acquisition, deposited with MTrustee Berhad (“Stakeholder”) pursuant to a stakeholder joinder agreement dated 17 July 2024 entered into between Citaglobal, the Guarantor, and the Stakeholder (“Stakeholder Joinder Agreement”) in respect of the Guarantee. The Consideration Shares held with the Stakeholder shall be released to the Guarantor if the Guarantee is met upon issuance of IFactors’ audited accounts at the end of the Guaranteed Period.
Based on the audited financial statements for the FYE 2024 and the unaudited financial statements for the 9-month financial period ended 30 September 2025 of IFactors, IFactors recorded an aggregate PAT for 21 months of RM16.20 million, which was RM4.80 million short of the Profit Guarantee Amount.
Pursuant to the revenue recognition method under the the Malaysian Private Entities Reporting Standard (“MPERS”) applicable to IFactors, IFactors can only recognise a substantial portion of profit from a turnkey contract with a total contact sum of USD21 million that was secured in October 2025 (“Contract”) upon the project’s targeted completion in the third quarter of 2026, which falls beyond the original Guaranteed Period.
In view of the above, the Guarantor anticipates that the Profit Guarantee Amount would not be achieved at the end of the Guaranteed Period, and had requested for an extension of the Guaranteed Period by 1 year, up to the FYE 31 December 2026 (“FYE 2026”) (“Extended Guaranteed Period”) via a letter dated 15 December 2025 to Citaglobal (“Extension Request”).
Citaglobal accepted the Guarantor’s Extension Request at terms and conditions mutually agreed between both parties on 31 December 2025. Pursuant thereto, a supplemental Stakeholder Joinder Agreement was entered into between Citaglobal, the Guarantor and the Stakeholder in relation to the Extended Guaranteed Period (“Supplemental Agreement”).
The Extension Request was accepted by Citaglobal after taking into consideration the following:
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The projected shortfall in meeting the Guarantee arises solely from differences in the timing of profit recognition under the applicable accounting standards, rather than from any deterioration in the underlying financial or project performance or cash flows of IFactors, which remained stable based on its audited financial statements for FYE 2024 and management’s accounts for the nine months ended 30 September 2025.
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The Contract remains ongoing and is progressing in accordance with the agreed schedule. The Extended Guaranteed Period would bridge the timing gap in profit recognition, enabling full profit recognition from the Contract to be reflected in accordance with MPERS.
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IFactors’ business prospects remain intact, with high potential of securing significant key contracts within the next year.
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The Guarantee will continue to be secured against the Consideration Shares. Citaglobal’s security position will remain the same under the Extended Guaranteed Period.
After having considered the reasons of the Extension Request and the continuation of the pledged Consideration Shares, the Board is of the opinion that the Extension Request is fair and reasonable, and in the interest of the Company.
This announcement is dated 31 December 2025.