2. Reorganization, basis of preparation and going concern

2.1 Reorganization

Prior to the incorporation of the Company, the above mentioned Relevant Business was carried out through Agroz Group Sdn. Bhd. (“Agroz Group”), a company established in Malaysia on November 20, 2020. In anticipation of an initial public offering (“IPO”), the Company was incorporated on August 8, 2023; and acquired 100.0% of equity interests of Agroz Group and became the holding company of the Group on December 14, 2023 (the “Reorganization”). Immediately before and after the Reorganization, the Company and Agroz Group are with identical shareholdings structures, which were effectively under common control; therefore, the Reorganization was accounted for as a recapitalization of the operating entity. The consolidated financial statements have been prepared in a manner as if the Relevant Businesses had been always operated by the companies now comprising the Group and the Reorganization had been completed at the beginning of the reporting periods. The assets and liabilities included in the consolidated financial statements are recognized and measured at the historical costs prior to the Reorganization.

The consolidated statements of profit or loss and other comprehensive  income, cash flows and changes in shareholders’  equity for the years ended December 31,  2023, 2024 and 2025, included the results and operations of the companies now comprising the Group. The consolidated statements of financial position as of December 31, 2024 and 2025 included the financial position of the companies now comprising the Group, except for their capital structure which is retrospectively adjusted to reflect the legal capital structure of the Company. The registered capital of the companies now comprising the Group were included in additional paid-in capital in the consolidated statements of financial position as of December 31, 2024 and 2025.

2.2 Subsidiary

Upon completion of the Reorganization and as of the date of issue of these consolidated financial statements, the Company only has one subsidiary as follow:

2.3 Basis of preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”). IFRSs also comprise International Accounting Standards (“IAS”); and Interpretations.

These financial statements were authorized for issue by the Group’s board of directors on September 28, 2026.

The IASB has issued a number of new and revised IFRSs. For the purpose of preparing these financial statements, the Group has adopted all applicable new and revised IFRSs that are effective. The accounting policies set out below have been applied consistently to the reporting periods presented in these consolidated financial statements.

The Group is in the process of making an assessment of what the impact of these developments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a material impact on the consolidated financial statements.

2.4 Going Concern

The Group has evaluated whether there are material uncertainties related to events or conditions that may cast significant doubt upon the Group’s ability to continue as a going concern in twelve months from the end of the reporting period.

As of December 31, 2024, cash amounted to MYR 390,500. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2024, the Group recognized a liability of MYR 9,590,370 in respect of redeemable convertible preference shares, where the shareholders have the rights to request the Company to redeem all of the redeemable convertible preference shares upon maturity date. The aggregate redemption amount for all redeemable preference shares by December 31, 2024 is MYR 10,055,481. As a result, substantial doubt about the Company’s ability to continue as a going concern exists.

For the year ended December 31, 2025, the Group incurred net cash outflows from operating activities of MYR 6,284,550 (USD 1,549,445). As of December 31, 2025, the Group had cash of MYR 1,478,091 (USD 364,421). In addition, the Group recognized current liabilities in respect of redeemable convertible preference shares (“RCPS”) of MYR 6,583,486 (USD 1,623,147), where the holders possess the right to demand redemption of the shares within one year upon maturity, amounts due to related parties of MYR 6,056,741 (USD 1,493,279), and total bank borrowings of MYR 841,815 (USD 207,548). Furthermore, as of December 31, 2025, the Group had significant remaining contractual capital commitments of MYR 11,995,191 (USD 2,957,394), primarily arising from executed purchase contracts for E-commerce website design, system integration, and software and AI platform development signed with technology vendors (including third-party suppliers and Braiven Co., Ltd., a related party) (Note 23(a)). These conditions, characterized by limited liquid cash resources relative to substantial near-term debt maturities, mandatory redemption obligations, and contractual capital commitments, raise substantial doubt about the Group’s ability to continue as a going concern.

To address these liquidity requirements and capital obligations, the Group is actively evaluating and pursuing several management plans, including: (i)implementing targeted operational efficiencies and disciplined working capital management across vertical farming operations; (ii) actively seeking additional debt and equity financing from both public and private capital markets; and (iii) developing commercial joint ventures, project-based collaborations, and technology licensing arrangements to expand market reach, access complementary technologies, and share infrastructure development costs.

Although management is actively pursuing these strategies, the Group’s ability to execute its business plans and secure additional financing in a timely manner and on terms acceptable to the Group is not assured. As a result, management has concluded that material uncertainties exist that cast substantial doubt upon the Group’s ability to continue as a going concern within twelve months from the end of the reporting period.

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These consolidated financial statements as at and for the year ended December 31, 2025 do not include any adjustments relating to the carrying amounts and classification of assets, or the amounts and classification of liabilities, that might result should the Group be unable to continue as a going concern. Such adjustments could be material.

The consolidated financial statements have been prepared on a going concern basis, which assumes the Group will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. These consolidated financial statements as at and for the year ended December 31, 2025 do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate. Such adjustments could be material.