1. INTRODUCTION

Reference is made to the earlier announcement made by Theta Edge Berhad (“Theta” or “the Company”) in relation to the Memorandum of Understanding (“MOU”) entered into between Theta and Nova MSC Berhad (“Nova”) to explore collaboration in the development and commercialization of an Artificial Intelligence (“AI”)-based building plan checking solution.

The Board of Directors of Theta wishes to announce that the collaboration contemplated under the MOU has since progressed into the formal incorporation of a joint venture company between Theta and Nova (the “JV Company”).

2. FORMATION OF JOINT VENTURE

Pursuant to further discussions and mutual agreement between the parties, Theta and Nova have established a joint venture entity for the purpose of developing, deploying and commercializing the AI-based Plan Checker solution, known as the Fornex system, for use by local authorities in Malaysia.

Nova has assigned the relevant Malaysian intellectual property rights in respect of the Fornex system to the JV Company to enable commercialization within Malaysia.

3. BUSINESS ACTIVITIES OF THE JV COMPANY

The JV Company has commenced active business development efforts and is currently pursuing multiple Proof-of-Concept (“POC”) engagements with various local councils, including:

• Majlis Perbandaran Ampang Jaya

• Majlis Perbandaran Sepang

• Dewan Bandaraya Kuala Lumpur

• State-level discussions with the State of Terengganu

The AI-based Plan Checker solution is designed to:

• Automate the review of building and development plan submissions;

• Enhance compliance verification through AI-enabled rule engines; and

• Significantly reduce the time taken for approval of building plans by local authorities.

The solution aims to improve efficiency, transparency, and consistency in the plan approval process across participating local councils.

4. RATIONALE

The formalization of the joint venture enables Theta and Nova to:

• Accelerate commercialization of the AI-based regulatory technology solution;

• Consolidate intellectual property within the JV structure for Malaysian deployment;

• Strengthen strategic positioning in the digital transformation of local authority processes; and

• Pursue scalable revenue opportunities through transaction-based service models.

5. FINANCIAL EFFECTS

At this stage, the formation of the JV Company and ongoing POC activities are not expected to have any immediate material effect on the earnings, net assets or gearing of Theta for the current financial year.

However, subject to successful conversion of POCs into formal agreements, the JV Company is expected to contribute positively to the future earnings of the Group.

6. DIRECTORS’ STATEMENT

The Board of Directors of Theta, having considered all aspects of the joint venture, is of the opinion that the progression from the MOU to the formation of the JV Company is in the best interest of the Company and its shareholders.