VCI Global Ltd

VCI Global Limited is a multi-disciplinary consulting group with key advisory practices in business and technology, operating primarily in Malaysia with clients predominantly from Malaysia and some engagements from China, Singapore, and the United States. The global business strategy and management consulting services market was valued at US$407.58 billion ¹ in 2025 and is expected to expand to US$971.1 billion ² by 2035, reflecting a CAGR of 9.07% ³. The global IPO consulting service market was approximately US$34.10 billion ⁴ in 2024 and is expected to increase to approximately US$36.35 billion ⁵ in 2025 and US$50.15 billion ⁶ by 2030, representing a CAGR of approximately 6.6% ⁷. The global IT Consulting Market is projected to generate revenue of US$111.95 billion ⁸ in 2025, growing at a CAGR of approximately 13.3% ⁹ to reach US$126.79 billion ¹⁰ in 2026, and further expanding to US$209.99 billion ¹¹ by 2030 at a CAGR of 13.4% ¹². The Southeast Asia consulting services market reached US$11.26 billion ¹³ in 2025 and is anticipated to reach US$15.86 billion ¹⁴ by 2030, reflecting a CAGR of 7.1% ¹⁵.

The consulting services in the business and technology industries are highly competitive, with competition from other business operations and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical and economic advisory firms, regional and specialty consulting firms, and technology development advisory firms. Many competitors have a greater national presence, are international in scope, and have significantly greater personnel, financial, technical and marketing resources. VCI Global's competitive strengths include experienced and highly qualified consultants, complimentary service offerings and an integrated approach, a distinctive culture, in-depth industry expertise, and a history of staying ahead of industry trends. As of 2025, the executive chairman has an accumulated experience of 20 years ¹⁶ in a wide array of business operations and consulting services.

VCI Global generates revenue through business and technology consultancy service offerings and solutions delivered to clients, with revenue derived from business strategy consultancy, technology development, interest income, and other services. Revenue is generated from several principal billing arrangements: retainer engagements, performance-based fees, success fees, consulting fees, development fees, white label technology fees, Software as a Service (SaaS), and Graphic Processing Unit (GPU) rental and GPU-as-a-Service (GPUaaS). The company's revenue model is driven by its ability to offer market-leading service offerings to add value to clients, with each contract having different terms based on scope, deliverables, timing and complexity.

The Business Strategy Consultancy segment specializes in listing solutions, investor relations and boardroom strategies consultancy, performing functions such as advising clients on capital raising strategies, evaluating businesses and performing IPO readiness diagnostics, assembling external professionals for the IPO process, assisting in fine-tuning business plans, managing due diligence investigations, preparing pre-IPO investment presentations, liaising with investors for pre-IPO capital raising, designing marketing strategies, and assisting with cross-border listings. Revenue from business strategy consultancy services amounted to US$10,486,348 ¹⁷ for the fiscal year ended December 31, 2025, representing a decrease of US$4,338,154 ¹⁸ or approximately 29.26% ¹⁹ from US$14,824,502 ²⁰ for the fiscal year ended December 31, 2024. The segment reported a net loss of US$8,681,919 ²¹ for fiscal year 2025 compared to a net profit of US$4,553,799 ²² for fiscal year 2024.

The Technology Consultancy Services & Solutions segment includes cybersecurity solutions (Managed Security Services, Risk & Compliance Management, Endpoint Protection & Network Security), artificial intelligence solutions (Custom AI Model Development, AI Infrastructure & Cloud Integration, AI Model Training & Optimization, Natural Language Processing), fintech solutions (Advanced Loan Management System, Loan Risk Assessment & Credit Scoring, Compliance & Regulatory Reporting, Digital Loan Processing), and Digital Transformation & Enterprise Solution Development (Digital Strategy Development, Custom Software Development, Systems Integration, Cloud Transformation & Infrastructure, Business Process Automation, ERP & CRM Solutions, Legacy System Modernization). Revenue from technology development, solutions, and consultancy services increased by US$1,522,779 ²³ or approximately 13.34% ²⁴ from US$11,412,582 ²⁵ for the fiscal year ended December 31, 2024 to US$12,935,361 ²⁶ for the fiscal year ended December 31, 2025. The segment reported a net loss of US$15,037,186 ²⁷ for fiscal year 2025 compared to a net profit of US$2,594,593 ²⁸ for fiscal year 2024.

Significant operational developments during the period include: the launch of Malaysia's first NVIDIA-powered AI GPU Computing Center on March 3, 2026 ²⁹ by indirect wholly-owned subsidiary V Gallant Sdn Bhd; the appointment of RoboDAX Limited as exclusive issuer and treasury manager of the XVIQ token in October 2025 ³⁰, with a total supply of 1 billion ³¹ XVIQ tokens deployed on the Binance Smart Chain in December 2025 ³²; RoboDAX being awarded a US$200 million ³³ RWA consultancy mandate in December 2025 ³⁴ to architect and develop an institutional-grade stablecoin fully backed by physical gold; the launch of a Digital Asset Treasury Strategy in November 2025 ³⁵, a $100 million ³⁶ initiative focused on the acquisition of OOB tokens; entry into a Securities Purchase Agreement on November 10, 2025 ³⁷ to acquire 250 million ³⁸ OOB tokens through issuance of 880,000 ³⁹ Ordinary Shares and 49,120,000 ⁴⁰ Pre-Funded Warrants; a commitment to acquire an additional $50 million ⁴¹ in OOB tokens through cash purchases on the secondary market, with initial secondary market purchases totaling $1 million ⁴² completed; entry into a Term Sheet on December 28, 2025 ⁴³ to acquire a 51% ⁴⁴ controlling equity interest in RTCAR Comercializadora de Suministros Automotrices, S.A. de C.V.; entry into a definitive share sale agreement on June 2, 2026 ⁴⁵ by V Gallant Limited to acquire a 70% ⁴⁶ controlling stake in PT Fine Carbon Credit Indonesia; execution of open-market repurchases of ordinary shares under a Repurchase Program announced on November 19, 2025 ⁴⁷; entry into a Securities Purchase Agreement with Alumni Capital LP on August 13, 2025 ⁴⁸ for convertible notes having an aggregate principal amount of up to $61,200,000 ⁴⁹ with a maximum amount of gross proceeds of $51,000,000 ⁵⁰; entry into a private subscription agreement on May 20, 2026 ⁵¹ with Mr. Hoo Voon Him for 1,200,000 ⁵² ordinary shares at $0.75 ⁵³ per share for aggregate cash consideration of $900,000 ⁵⁴; entry into a second private subscription agreement on May 26, 2026 ⁵⁵ for 654,135 ⁵⁶ ordinary shares at $1.33 ⁵⁷ per share for aggregate cash consideration of $870,000 ⁵⁸; the acquisition of a 20% ⁵⁹ equity stake in QuantGold Data Platform on June 24, 2025 ⁶⁰ which was subsequently rescinded on September 17, 2025 ⁶¹; the disposal of subsidiary Imej Jiwa Communications Sdn. Bhd. on April 23, 2025 ⁶² for nominal consideration; the disposal of subsidiaries to VHKL Private Capital Limited during November to December 2025 ⁶³ including 100% of V Capital Consulting Group Limited for total consideration of $33,975,000 ⁶⁴; and a Settlement Agreement with Esousa Group Holdings, LLC approved by the Court on June 23, 2026 ⁶⁵ involving issuance of 821,469 ⁶⁶ Settlement Ordinary Shares, a pre-funded warrant to purchase up to 401,025 ⁶⁷ Ordinary Shares, 401,025 ⁶⁸ Ordinary Shares underlying the Pre-Funded Warrants, three common A warrants to purchase up to an aggregate 3,667,482 ⁶⁹ Ordinary Shares, 3,667,482 ⁷⁰ Ordinary Shares underlying the Common A Warrants, a common B warrant to purchase up to 1,222,494 ⁷¹ Ordinary Shares, and 1,222,494 ⁷² Ordinary Shares underlying the Common B Warrant.

Total revenue decreased by US$1,737,469 ⁷³ or 6.24% ⁷⁴ to US$26,087,422 ⁷⁵ for the fiscal year ended December 31, 2025 from US$27,824,891 ⁷⁶ for the fiscal year ended December 31, 2024. Other income increased significantly to US$9,364,628 ⁷⁷ from US$241,591 ⁷⁸. Cost of services increased to US$6,756,711 ⁷⁹ from US$4,948,193 ⁸⁰. Employee benefits expenses increased to US$17,345,345 ⁸¹ from US$6,811,397 ⁸². Impairment allowance on trade receivables increased to US$8,424,085 ⁸³ from US$919,271 ⁸⁴. Other operating expenses increased to US$26,744,020 ⁸⁵ from US$4,362,179 ⁸⁶. The company reported a loss before income tax of US$29,621,520 ⁸⁷ for fiscal year 2025 compared to a profit before income tax of US$7,685,243 ⁸⁸ for fiscal year 2024. Net loss for the year was US$30,259,627 ⁸⁹ compared to net income of US$7,576,827 ⁹⁰ for the prior year.

A key growth vector is the Digital Asset Treasury Strategy, a $100 million ⁹¹ initiative focused on the acquisition of OOB tokens, the utility asset of the Oobit ecosystem. The company has entered into a Securities Purchase Agreement to acquire 250 million ⁹² OOB tokens through the issuance of 880,000 ⁹³ Ordinary Shares and 49,120,000 ⁹⁴ Pre-Funded Warrants, and has committed to acquiring an additional $50 million ⁹⁵ in OOB tokens through cash purchases on the secondary market, with initial purchases totaling $1 million ⁹⁶ completed. The company has been appointed as treasury manager for the OOB Foundation, providing oversight of the OOB ecosystem including strategic management of token allocation, issuance, and treasury activities. A partnership with Oobit Technologies Pte. Ltd. was entered into on November 11, 2025 ⁹⁷ to leverage respective networks, resources, and technical expertise to optimize the OOB ecosystem. The company is also pursuing real-world asset initiatives, including the development of an RWA exchange platform through RoboDAX, with a total supply of 1 billion ⁹⁸ XVIQ tokens deployed on the Binance Smart Chain in December 2025 ⁹⁹. RoboDAX was awarded a US$200 million ¹⁰⁰ RWA consultancy mandate to architect and develop an institutional-grade stablecoin fully backed by physical gold. The company is also exploring a proposed strategic investment in a gold mining asset in Brazil estimated to contain approximately 59.9 tonnes ¹⁰¹ of gold resources, equivalent to approximately 1.9 million ¹⁰² ounces.

Another growth vector is the expansion of technology consultancy services, particularly in artificial intelligence and GPU infrastructure. The company launched Malaysia's first NVIDIA-powered AI GPU Computing Center on March 3, 2026 ¹⁰³ through its indirect wholly-owned subsidiary V Gallant Sdn Bhd. The Group owns and operates AI computing infrastructure comprising high-performance GPU servers, made available to customers through dedicated rental arrangements and GPU-as-a-Service offerings. The company's subsidiary V Gallant Limited entered into a service agreement on August 26, 2025 ¹⁰⁴ to deliver a full-stack sovereign AI system infrastructure, including encrypted data storage, proprietary encryption acceleration, secure GPU-integrated compute systems, and local AI stack integration. The company also entered into a Joint Venture Agreement on August 19, 2025 ¹⁰⁵ to collaborate on the development, marketing and commercialization of real-world asset products and encrypted storage infrastructure solutions. The company acquired a 20% ¹⁰⁶ equity stake in QuantGold Data Platform on June 24, 2025 ¹⁰⁷, a sovereign-grade AI infrastructure designed to enable computation on sensitive datasets without compromising data ownership or privacy, though this acquisition was subsequently rescinded on September 17, 2025 ¹⁰⁸.

The filing does not contain specific margin or cost outlook with exact figures.

The filing does not contain a specific operational outlook with exact figures.

The filing does not contain specific capital allocation figures for R&D spending, capital expenditure plans, share repurchase authorization amounts, or dividend policy with exact figures beyond what is already cited.

A significant headwind is the highly competitive nature of the consulting services industry, with many competitors having greater national presence, international scope, and significantly greater personnel, financial, technical and marketing resources. The company faces competition from other business operations and financial consulting firms, general management consulting firms, the consulting practices of major accounting firms, technical and economic advisory firms, regional and specialty consulting firms, and technology development advisory firms. The company's inability to hire and retain talented people in an industry with great competition for talent could have a serious negative effect on prospects and results of operations. Qualified consultants are in great demand, and the company faces significant competition for both senior and junior consultants from other consulting firms, accounting firms, technical and economic advisory firms, as well as organizations seeking to staff their internal professional positions.

A key constraint is the company's exposure to foreign exchange rate fluctuations, as it generates a substantial portion of its revenues in Malaysia while its reporting currency is US$. The company currently does not undertake hedging activities to mitigate foreign exchange or transaction risks and is therefore exposed to fluctuations in the value of the MYR against the US$. The exchange rates used in the filing show MYR4.4704 ¹⁰⁹ to $1.00 at the end of 2024 and MYR4.5893 ¹¹⁰ to $1.00 at the end of 2023. The company also faces risks related to its digital asset treasury activities and token holdings, as the market prices of digital assets are highly volatile and may fluctuate significantly over short periods of time due to changes in market sentiment, trading activity, macroeconomic conditions, exchange outages, cybersecurity incidents, protocol developments, legal and regulatory actions, and other factors beyond the company's control.

The company faces material risks from its digital asset treasury activities, as the market prices of digital assets are highly volatile and may fluctuate significantly, with the company holding OOB tokens under a $100 million ¹¹¹ Digital Asset Treasury Strategy and having committed to acquiring an additional $50 million ¹¹² in OOB tokens. The legal and regulatory treatment of digital assets remains uncertain and may change rapidly, and the company's efforts to source exchange or marketplace licenses may not succeed. The company is exposed to substantial foreign exchange risk as it generates a substantial portion of revenues in Malaysia while reporting in US$, and currently does not undertake hedging activities, with exchange rates of MYR4.4704 ¹¹³ to $1.00 at end of 2024 and MYR4.5893 ¹¹⁴ to $1.00 at end of 2023. The company faces significant competition for talent in the consulting industry, and its inability to hire and retain skilled consultants could have a serious negative effect on prospects. The company reported a net loss of US$30,259,627 ¹¹⁵ for fiscal year 2025 compared to net income of US$7,576,827 ¹¹⁶ in the prior year, with operating costs increasing by 219.28% ¹¹⁷ to US$65,073,570 ¹¹⁸. The company also faces risks related to its convertible note and equity line of credit facility with Alumni Capital LP, which has an aggregate principal amount of up to $61,200,000 ¹¹⁹ and includes conversion and warrant exercise features that could cause significant dilution to existing shareholders.

Management's message emphasizes the company's strategic pivot toward digital assets, real-world asset tokenization, and AI infrastructure as core growth drivers. The company has launched a $100 million ¹²⁰ Digital Asset Treasury Strategy focused on OOB tokens, with a Securities Purchase Agreement to acquire 250 million ¹²¹ OOB tokens and a commitment to acquire an additional $50 million ¹²² in OOB tokens through cash purchases. Management highlights the appointment of RoboDAX as exclusive issuer and treasury manager of the XVIQ token, with 1 billion ¹²³ tokens deployed, and the award of a US$200 million ¹²⁴ RWA consultancy mandate for a gold-backed stablecoin. The launch of Malaysia's first NVIDIA-powered AI GPU Computing Center on March 3, 2026 ¹²⁵ is presented as a key milestone. Management also emphasizes the strategic positioning for a potential landmark institutional transaction, as referenced in the reverse stock split announcements. The company has executed multiple capital-raising transactions, including convertible notes with Alumni Capital LP for up to $61,200,000 ¹²⁶ aggregate principal amount, and private subscription agreements with the Chairman for $900,000 ¹²⁷ and $870,000 ¹²⁸ in aggregate cash consideration. The tone reflects a focus on transformation from a traditional consulting firm to a technology and digital asset-enabled enterprise, though the company reported a net loss of US$30,259,627 ¹²⁹ for fiscal year 2025 compared to net income of US$7,576,827 ¹³⁰ in the prior year.