Disposal of Subsidiary

12. DISPOSAL OF EQUITY INTEREST IN SUBSIDIARY

On December 22, 2025, the Company entered into a Share Sale Agreement (“SSA”) with Fitters Diversified Berhad to dispose of its entire 100% equity interest in SOH for a cash consideration of RM10,500,000 (approximately USD2.586 million). The disposal was completed in January 2026, upon which the Company derecognised its investment in SOH and recognised a loss on disposal of RM1,919,251.

On January 8, 2026, SOH allotted 46,700,000 new ordinary shares at RM 1.00 per share to Fitters Diversified Berhad for total consideration of RM 46,700,000, injected directly into SOH. As a result, the Company’s equity interest in SOH was diluted from 100% to 18.36%. The Company ceased to hold a controlling financial interest effective that date and derecognized SOH’s net assets from its balance sheet. The resultant loss on disposal of equity interest of USD1,919,251 is included within operating expenses in the Q1 2026 Statement of Operations.

On January 23, 2026, the Company completed the disposal of its remaining 18.36% equity interest (comprising 10,500,000 shares) in SOH to Fitters for RM 10,500,000 (approximately USD 2,594,167), applied as an offset against the outstanding intercompany payable. Following this disposal, the Company held no equity interest in SOH.

On March 16, 2026, Fitters Diversified Berhad issued Credit Note to unconditionally waiving all the remaining intercompany payable balance of RM 7,855,337 (USD 1,941,507). This constitutes a forgiveness of debt recognized as a gain on waiver of debt in Q1 2026. This is a non-cash transaction.

Schedule of Disposal Group of Financial Statements 

Assets and Liabilities of the Disposal

Disposal of Subsidiary

The Company holds a 100% equity interest in its subsidiary, Solid Orient Holdings Sdn. Bhd. (“SOH”) (2024: 100%), a private limited company incorporated and domiciled in Malaysia. The principal activity of SOH is the operation of a palm oil mill.

On December 22, 2025, the Company entered into the SSA with the ultimate holding company to dispose of the wholly-owned subsidiary, Solid Orient Holdings Sdn. Bhd. for RM 10,500,000 (USD 2,585,620). As at the reporting date, the disposal had not been completed. On January 23, 2026, the Company completed the disposal of its entire equity interest in Solid Orient Holdings Sdn. Bhd... The resulting gain or loss on disposal will be recognized in the Company’s financial statements for the year ending December 31, 2026. As of December 31, 2025, the subsidiary meets all the criteria to be classified as Held for Sale.

Schedule of Disposal Group of Financial Statements 

Assets and Liabilities of the Disposal

Results of the Disposal

Discontinued operations include administrative charges billed by Fitters Diversified Berhad to SOH of USD 51,220 (FY2024: USD 16,801). These are transactions between Fitters and SOH, outside the Group’s consolidation perimeter, and are not eliminated.