v3.26.3
Income Taxes
12 Months Ended
Jun. 30, 2026
Income Taxes [Abstract]  
Income taxes

Note 17 – Income taxes

 

United States of America

 

The Company was incorporated in the State of Delaware and conducts operations through subsidiaries in multiple jurisdictions, with its principal business operations conducted in Malaysia. Management has determined that the United States represents the Company’s primary tax jurisdiction because the Company is incorporated in the United States and, as a U.S. corporation, is subject to U.S. federal income tax on its worldwide income, including certain income earned through its foreign subsidiaries.

 

As of June 30, 2026, the operations in the United States of America incurred $25,085,124 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income and can be used to offset up to 80% of taxable income for losses arising in tax years beginning after June 30, 2023. The deferred tax assets arising from these net operating losses as of June 30, 2026 and 2025 were $5,267,876 and $3,270,173, respectively, for which a full valuation allowance has been provided.

 

TGL also subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain offshore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

 

For the years ended June 30, 2026 and 2025, the Company’s foreign subsidiaries did not generate any income that is subject to Subpart F tax and GILTI tax.

 

Malaysia

 

TADAA Technologies, TADAA Capital, Tazte Technology and EVIX Technologies, and TADAA Ventures and Bowlcrafted through their disposal on February 10, 2026, are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of June 30, 2026, the operations in Malaysia incurred $24,997,967 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income. The deferred tax assets arising from these net operating losses as of June 30, 2026 and 2025 were $5,999,512 and $5,404,721, respectively, for which a full valuation allowance has been provided.

 

The United States and foreign components of (loss) income before income taxes were comprised of the following:

 

    For the years ended  
    June 30,  
    2026     2025  
Tax jurisdictions from:            
- Domestic – United States   $ (8,402,085 )   $ (22,542,326 )
- Foreign – Malaysia & others     (2,485,497 )     (485,675 )
Loss before income tax   $ (10,887,582 )   $ (23,028,001 )

 

The provision for income taxes consisted of the following:

 

    For the years ended  
    June 30,  
    2026     2025  
Tax jurisdictions from:            
- Domestic – United States   $ 200,000     $ 349,487  
- Foreign – Malaysia     -       -  
Provision for income taxes   $ 200,000     $ 349,487  

 

As further described in Note 2, Recently Issued Accounting Standards, the Company has elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, or ASU 2023-09. The following table reconciles the United States statutory rates to the Company’s effective tax rate for the year ended June 30, 2026 in accordance with the guidance in ASU No. 2023-09:

 

    For the Years Ended
June 30,
2026
 
    $     %  
             
U.S. statutory rate     2,286,392       21.0 %
                 
Differential of Malaysia and others statutory tax rate     74,349       0.7 %
                 
Permanent difference     180,041       1.7 %
Change in valuation allowance     (2,740,782 )     (25.2 )%
Income tax expense (benefit) and effective tax rate     (200,000 )     (1.8 )%

 

The following table reconciles the United States statutory rates to the Company’s effective tax rate for the year ended June 30, 2025:

 

    For the
years ended
 
    June 30,  
    2025  
U.S. statutory rate     21.0 %
Differential of Malaysia statutory tax rate     0.1 %
Change in valuation allowance     (22.5 )%
Permanent difference     (0.1 )%
Effective tax rate     (1.5 )%

 

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

 

    As of
June 30,
2026
    As of
June 30,
2025
 
             
Deferred tax assets:            
Net operating loss carry forwards in U.S.   $ 5,267,876     $ 3,270,173  
Net operating loss carry forwards in Malaysia     5,999,512       5,404,721  
Allowance for credit losses     958,044       261,186  
Gain from disposal of subsidiaries     (212,935 )     -  
Long-live assets impairment     4,738,058       4,098,634  
Change in fair value of derivative liabilities     (1,356,612 )     (381,553 )
Less: valuation allowance*     (15,393,943 )     (12,653,161 )
Deferred tax assets   $ -     $ -  

 

* Change in valuation allowance was amounted to $2,740,782 and $5,232,003 for the year ended June 30, 2026 and 2025, respectively.

 

As further described in Note 2, Recently Issued Accounting Standards, the Company has elected to prospectively adopt the guidance in ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures, or ASU 2023-09. The following table presented presents income taxes paid, net of refunds, disaggregated by jurisdiction for the years ended June 30, 2026 in accordance with the guidance in ASU No. 2023-09:

 

    For the
Year Ended
June 30,
 
    2026  
       
United States   $ 121,200  
Malaysia     -  
Total income taxes paid, net of refunds   $ 121,200  

 

Uncertain tax positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2026 and 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the year ended June 30, 2026 and 2025