What changed in this filing

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Item 9A. Controls and Procedures

2025-10-14 compared with 2024-09-30 · 444 added, 333 removed, 257 unchanged (75% of the section changed)

and Procedures

of Disclosure Controls and Procedures

of the end of the period covered by this Report, we carried out an evaluation, of the effectiveness of the design and operation of our

disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, based on the foregoing

evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure

controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

Report on Internal Control over Financial Reporting

management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with U.S.

Under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024, based on the Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework).

this evaluation under the 2013 Framework, our principal executive officer and principal financial officer have concluded that our internal

control over financial reporting was not effective as of June 30, 2024 due to the following material weaknesses:

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report,

we carried out an evaluation, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in

the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our principal

executive officer and principal financial officer, based on the foregoing evaluation, our principal executive officer and principal financial

officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level

due to the material weaknesses described below.

Management’s Report on Internal Control

over Financial Reporting

Our management, including our principal executive

officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting

(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with U.S.

Under the supervision and with the participation of our management, including our principal executive

officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting

as of June 30, 2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission (COSO) (2013 Framework).

Based on this evaluation under the 2013 Framework, our principal executive officer and

principal financial officer have concluded that our internal control over financial reporting was not effective as of June 30, 2025 due

to the following material weaknesses:

● Inadequate U.S.

GAAP expertise.

The current accounting staff is inexperienced in applying U.S.

GAAP standard as they are primarily engaged

in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting requirement for

our consolidated operating entities, and thus require substantial training.

The current staff’s accounting skills and understanding

as to how to fulfill the requirements of U.S.

GAAP-based reporting, including subsidiary financial statements consolidation, are

internal audit function.

We lack of a functional internal audit department or personnel that monitors the consistencies of the preventive

internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that our policies and procedures

have been carried out as planned;

material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual

or interim financial statements will not be prevented or detected on a timely basis.

the identification of the material weaknesses, we plan to take remedial measures including:

more qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial

reporting function and to set up a financial and system control framework;

● implementing

regular and continuous U.S.

GAAP accounting and financial reporting training programs for our accounting and financial reporting

● establishing

internal audit function by engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley Act compliance requirements

and improvement of overall internal control;

● strengthening

corporate governance.

in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting

identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the

quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial

GAAP standard as they are primarily engaged in ensuring compliance with

International Financial Reporting Standards (“IFRS”) accounting and reporting requirement for our consolidated operating

entities, and thus require substantial training.

The current staff’s accounting skills and understanding as to how to fulfill the

requirements of U.S.

GAAP-based reporting, including subsidiary financial statements consolidation, are inadequate;

● Inadequate internal audit function.

We lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures

and lack of adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried

out as planned;

A material weakness is a deficiency, or a combination

of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

Following the identification of the material weaknesses,

we plan to take remedial measures including:

● hiring more qualified accounting

personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and

to set up a financial and system control framework;

● implementing regular and continuous

GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel;

● establishing internal audit

function by engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley Act compliance requirements and improvement

of overall internal control;

● strengthening corporate governance.

Changes in Internal Control Over Financial

There were no changes in our internal control

over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) under the Exchange Act

during the year ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Executive Officers and Corporate Governance

following are our executive officers and directors and their respective ages and positions as of the date of this Annual Report on Form

The following are our executive officers and directors

and their respective ages and positions as of the date of this Annual Report on Form 10-K.

Chief Executive Officer and Executive Director

Sook Lee Chin

See Wah “Sylvia” Chan

Chief Financial Officer

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Director and Chairman of the Compensation Committee of the Board

Thow is our Chief Executive Officer and an executive director.

Thow s erved as Chief

Legal Officer of VCI Global Limited (NASDAQ:

VCIG) from July 2022 until June 2024, where he was responsible for setting the overall legal

strategy for the organization and its subsidiaries, and for providing legal counsel to senior management and the board of directors.

Prior to joining VCI Global Limited, Mr.

Chan Meng Chun

Executive Director

Carlson Thow is our Chief Executive

Officer and an executive director.

Thow s erved as Chief Legal Officer of VCI Global Limited

VCIG) from July 2022 until June 2024, where he was responsible for setting the overall legal strategy for the organization and

its subsidiaries, and for providing legal counsel to senior management and the board of directors.

Prior to joining VCI Global Limited,

Thow practiced law as a Senior Associate with Zaid Ibrahim & Co.

(a member of ZICO Law network)

from 2019 to 2022, and as Legal Associate with Martin Cheah & Associates from 2018 to 2019, where he provided legal assistance with

regard to mergers and acquisitions and corporate financing matters, among other things.

Thow graduated with a Bachelor of Laws from

the University of Northumbria at Newcastle in 2014, a Master of Laws from the University of Malaya in 2016 and a Master of Business Administration

from Lancaster University in 2021.

Thow has also obtained a Certificate of Legal Practice from the Legal Profession Qualifying Board

of Malaysia in 2016, and he was admitted as an advocate and solicitor of the High Court of Malaya in 2018.

Sook Lee Chin is our Chief Financial

Chin, age 35, is currently serving as the Financial Controller of the Company since

She has over 12 years of experience in accounts and finance departments across multiple industries, including investment holding,

advertising and marketing and medical.

Prior to joining the Company, Ms.

Chin was a Finance Manager at Clinical Research Malaysia from

2021 until 2024, where she was responsible for reporting, tax and accounting functions, annual budget and monitoring of company performance

against its annual budget and lead and managed team members for accounting matters.

From 2019 until 2021, Ms.

Chin was a Finance and Admin

Manager at Freeform Untitled Sdn Bhd., where she prepared monthly management accounts and cash flow projections and liaised and coordinated

with external auditors, tax consultants and executives of the company.

Chin graduated from Sunway College in 2014 and subsequently

became a Chartered Accountant in 2015.

Chin is a Fellow member of the Association of Chartered Certified Accountants and a member

of the Malaysian Institute of Accountants.

(a member of ZICO Law network) from 2019 to 2022, and as Legal

Associate with Martin Cheah & Associates from 2018 to 2019, where he provided legal assistance with regard to mergers and acquisitions

and corporate financing matters, among other things.

Thow graduated with a Bachelor of Laws from the University of Northumbria at

Newcastle in 2014, a Master of Laws from the University of Malaya in 2016 and a Master of Business Administration from Lancaster University

Thow has also obtained a Certificate of Legal Practice from the Legal Profession Qualifying Board of Malaysia in 2016, and

he was admitted as an advocate and solicitor of the High Court of Malaya in 2018.

See Wah “Sylvia” Chan is

our Chief Financial Officer.

See Wah “Sylvia” Chan, age 34, has been serving as the Deputy CFO of the Company since June

She is a qualified Chartered Accountant, a member of the Malaysian Institute of Accountants (MIA) and a fellow member of the

Association of Chartered Certified Accountants (ACCA).

Prior to joining the Company, she served as the Group Financial Controller of a

public listed company.

Kok Pin “Darren” Tan has

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experience in international business operations.

Chan Meng Chun , from May 2022

to September 2022, was the Chief Financial Officer for Ikhasas Group of companies handling overall corporate finance including potential

IPO, fund raising, banking, tax and accounts.

From January 2022 to May 2022, he was the Head of Group Treasury for Sime Darby Plantation

Bhd, a public listed company in palm oil upstream and downstream.

At Sime Darby Mr.

Chan Meng Chun managed group cashflow, including

banking facilities, worked on group inter-company reconciliations, financial reports and budget and cashflow plans.

From July 2020 to

February 2021, Mr.

Chan, Meng Chun served as Group Deputy CEO/Group Chief Financial Officer for Smart Glove Holding Sdn Bhd,

a Malaysia company that manufactures and export gloves globally.

At Smart Glove, Mr.

Chan Meng Chun helped the company reorganize

and prepare for a potential initial public offering, was involved with financial planning, analysis and treasury among other things.

November 2015 to June 2020 Mr.

Chan Meng Chun served as Chief Financial Officer for TS Global Network Sdn Bhd, a member company

of PT Telkom Indonesia.

At TS Global, Mr.

Chan Meng Chun completed restructuring and turnaround of cashflow, lead successful

adoption of MFRS standards.

Prior to this from April 2013 to November 2015, he was a Chief Financial Officer for a public listed company,

Pasukhas Group Bhd.

He was with Carimin Group of Companies from May 2000 to Aug 2012 before leaving as Group Financial Controller.

Chan Meng Chun received his Advance Diploma in Accounting from Institute of Financial Accountants (United Kingdom) in 2007 and

a Master’s Degree in Finance and Accounting from University of Wales in 2014.

Mr Chan Meng Chun is a fellow member of

the Institute of Public Accountants (Australia) and fellow member of the Institute of Financial Accountants (United Kingdom).

Chun and the Company entered into an executive employment agreement dated as of September 26, 2025 (the “Agreement”),

pursuant to which Mr.

Chan Meng Chun was appointed as the executive director of the Company, effective as of September 26, 2025.

Chan Meng Chun is entitled to receive a total of $120,000 worth of shares of common stock of the Company on an annual basis,

issued prorated on a monthly basis, calculated based on the Volume Weighted Average Price (VWAP) of the Company’s shares for the

respective month of issuance.

In addition, Mr.

Chan Meng Chun is entitled to receive an aggregate of 199,912 shares of common

stock upon completion of three (3) months of services with the Company, subject to applicable vesting schedules and other restrictions,

in accordance with the Company’s equity compensation plan.

During the term of the Agreement, either party may terminate the Agreement

by providing one hundred twenty (120) days’ written.

For a period of six (6) months following termination, Mr.

Chan Meng Chun shall

not be (unless with the approval of Board), either alone or in association or partnership with or as an employee, principal, agent, director,

manager, member, shareholder, unit-holder, beneficiary or trustee of, as a consultant or adviser to any person or otherwise, or directly

or indirectly engaged or concerned with or interested in any other business which is in any respect in competition with or similar to

any part of the business carried out by the Company.

Wai Kuan Chan has been a Director

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Board due to his extensive expertise in driving market expansion and revenue growth.

Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly

discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them.

risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board

to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk,

including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk.

business and affairs are managed under the direction of our Board.

Our Board consists of five directors, three of whom qualify as “independent”

under the listing standards of Nasdaq.

serve until the next annual meeting and until their successors are elected and qualified.

Officers are appointed to serve until their

successors have been elected and qualified.

board of directors are composed of a majority of “independent directors” as defined under the rules of Nasdaq.

definition of “independence” applied by Nasdaq to make this determination.

Nasdaq Listing Rule 5605(a)(2) provides that

an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship

which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

The Nasdaq listing rules provide that a director cannot be considered independent if:

director is, or at any time during the past three (3) years was, an employee of the company;

director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve

(12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions,

including, among other things, compensation for board or board committee service);

director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which

the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed

5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three

(3) years, any of the executive officers of the company served on the Remuneration Committee of such other entity;

director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past

three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Our Board has responsibility for the oversight

of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk

exposures, their potential impact on our business and the steps we take to manage them.

The risk oversight process includes receiving

regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk

management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory,

cybersecurity, strategic, and reputational risk.

Board of Directors

Our business and affairs are managed under the

direction of our Board.

Our Board consists of five directors, three of whom qualify as “independent” under the listing standards

Directors serve until the next annual meeting

and until their successors are elected and qualified.

Officers are appointed to serve until their successors have been elected and qualified.

Director Independence

Our board of directors are composed of a majority

of “independent directors” as defined under the rules of Nasdaq.

We use the definition of “independence” applied

by Nasdaq to make this determination.

Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other

than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s

Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Nasdaq listing

rules provide that a director cannot be considered independent if:

● the director is, or at any

time during the past three (3) years was, an employee of the company;

● the director or a family member

of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months

within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation

for board or board committee service);

● the director or a family member

of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from

which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated

gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

● the director or a family member

of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive

officers of the company served on the Remuneration Committee of such other entity;

● the director or a family member

of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner

or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, our Board has undertaken

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of the Company.

of the Board of Directors

Board has established an audit committee, a compensation committee and a nominating and corporate governance committee.

The composition

and responsibilities of each of the committees of our Board is described below.

Members serve on these committees until their resignation

or until as otherwise determined by our Board.

Committees of the Board of Directors

Our Board has established an audit committee,

a compensation committee and a nominating and corporate governance committee.

The composition and responsibilities of each of the committees

of our Board is described below.

Members serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee

We have established an audit committee consisting

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under the Securities Act of 1933, as amended, or the Securities Act.

The audit committee’s duties, which are specified

in our Audit Committee Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether

the audited financial statements should be included in our annual disclosure report;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related-party transactions;

and discussing with management our compliance with applicable laws and regulations;

● pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

or replacing the independent auditor;

● determining

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the

independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or

reports which raise material issues regarding our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target businesses.

audit committee is composed exclusively of “independent directors” who are “financially literate” as defined

under the Nasdaq listing standards.

The Nasdaq listing standards define “financially literate” as being able to read and

understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

addition, the Company intends to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past

employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or

background that results in the individual’s financial sophistication.

The audit committee’s duties, which are specified in our Audit

Committee Charter, include, but are not limited to:

● reviewing and discussing with

management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial

statements should be included in our annual disclosure report;

● discussing with management

and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial

● discussing with management

major risk assessment and risk management policies;

● monitoring the independence

of the independent auditor;

● verifying the rotation of the

lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the

audit as required by law;

● reviewing and approving all

related-party transactions;

● inquiring and discussing with

management our compliance with applicable laws and regulations;

● pre-approving all audit services

and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

● appointing or replacing the

independent auditor;

● determining the compensation

and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor

regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for

the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which

raise material issues regarding our financial statements or accounting policies;

● approving reimbursement of

expenses incurred by our management team in identifying potential target businesses.

The audit committee is composed exclusively of

“independent directors” who are “financially literate” as defined under the Nasdaq listing standards.

listing standards define “financially literate” as being able to read and understand fundamental financial statements, including

a company’s balance sheet, income statement and cash flow statement.

In addition, the Company intends to certify to

Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,

requisite professional certification in accounting, or other comparable experience or background that results in the individual’s

financial sophistication.

Compensation Committee

We have established a compensation committee of

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Each member of our compensation committee is also a non-employee director, as

defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of

defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code.

Joseph “Bobby” Banks is the chairman of the compensation committee.

The compensation committee’s duties, which

are specified in our Compensation Committee Charter, include, but are not limited to:

approving and determining, or recommending to our board of directors regarding, the compensation of our executive officers;

● administering

our equity compensation plans;

and approving, or recommending to our board of directors, regarding incentive compensation and equity compensation plans;

● establishing

and reviewing general policies relating to compensation and benefits of our employees.

and Corporate Governance Committee

The compensation committee’s duties, which are specified

in our Compensation Committee Charter, include, but are not limited to:

● reviewing, approving and determining,

or recommending to our board of directors regarding, the compensation of our executive officers;

● administering our equity compensation

● reviewing and approving, or

recommending to our board of directors, regarding incentive compensation and equity compensation plans;

● establishing and reviewing

general policies relating to compensation and benefits of our employees.

Nominating and Corporate Governance Committee

We have established a nominating and corporate

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committee’s duties, which are specified in our Nominating and Corporate Governance Audit Committee Charter, include, but are not

● identifying,

reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

director performance on our board of directors and applicable committees of our board of directors and determining whether continued

service on our board of directors is appropriate;

nominations by stockholders of candidates for election to our board of directors;

governance matters.

Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees,

including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing

similar functions.

We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard

to any amendments to, or waivers from, any provision of the Code.

Relationships

are no family relationships among any of our directors or executive officers.

in Certain Legal Proceedings

of our other directors, executive officers, significant employees or control persons have been involved in any legal proceeding listed

in Item 401(f) of Regulation S-K in the past 10 years.

Section 16(a) Reports

Section 16(a) of the Exchange Act

requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (“Ten

Percent Holders”) to file reports of beneficial ownership and changes in beneficial ownership with the SEC.

To our knowledge,

based solely on a review of the copies of such reports furnished to us, the following directors, executive officers and Ten Percent Holders

did not comply with all Section 16(a) filing requirements during the fiscal year 2023 as follows:

(i) our independent director,

Joseph “Bobby” Banks, has yet to file his Form 3 and is planning to file his Form 3 as soon as reasonably practicable;

(ii) our executive director, Yi Hui Ho, filed her Form 3 filing late;

and (iii) our recently appointed Chief Financial

Officer, Meng Chun “Michael” Chan, filed his Form 3 filing late.

Compensation Table

following table illustrates the compensation paid by the Company to its executive officers.

The disclosure is provided for the fiscal years

ended June 30, 2024 and 2023.

We refer to these individuals as our “named executive officers.”:

● identifying, reviewing and

evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

● evaluating director performance

on our board of directors and applicable committees of our board of directors and determining whether continued service on our board

of directors is appropriate;

● evaluating nominations by stockholders

of candidates for election to our board of directors;

● corporate governance matters.

Code of Ethics

Our Board plans to adopt a written code of business

conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer,

principal financial officer and principal accounting officer or controller, or persons performing similar functions.

We intend to post

on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from,

any provision of the Code.

Family Relationships

There are no family relationships among any of

our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our other directors, executive officers,

significant employees or control persons have been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

directors and executive officers and persons who own more than 10% of a registered class of our equity securities (“Ten Percent

Holders”) to file reports of beneficial ownership and changes in beneficial ownership with the SEC.

To our knowledge, based solely

on a review of the copies of such reports furnished to us, the following directors, executive officers and Ten Percent Holders did not

comply with all Section 16(a) filing requirements during the fiscal year 2025 as follows:

(i) our director, Chan Meng Chun, has yet to

file his Form 3 and is planning to file his Form 3 as soon as reasonably practicable;

and (ii) our recently appointed Chief Financial

Officer, See Wah “Sylvia” Chan, has yet to file her Form 3 and is planning to file her Form 3 as soon as reasonably practicable

Summary Compensation Table

The following table illustrates the compensation

paid by the Company to its executive officers.

The disclosure is provided for the fiscal years ended June 30, 2025 and 2024.

to these individuals as our “named executive officers.”:

Name and Principal Position

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Former Chief Operating Officer

were paid in Malaysian Ringgits, U.S.

See Wah “Sylvia” Chan

Chief Financial Officer

(1) Salaries were paid in Malaysian

Ringgits, U.S.

dollar amounts are approximate.

Teo resigned as Chief Executive Officer on June 13, 2024.

Chuah resigned as Chief Operating Officer on June 21, 2024.

Chan resigned as Chief Financial Officer on June 14, 2024.

Chuah resigned as Chief Marketing Officer on June 21, 2024.

Sam resigned as Chief Technology Officer on November 1, 2023.

of our other executives earned compensation in excess of $100,000 in fiscal years ended June 30, 2024 or 2023 and

therefore pursuant to Instruction 1 to Item 402(m)(2) of Regulation S-K, only the compensation for our principal

executive officers is provided.

Employment Agreement

Thow, our Chief Executive Officer, and the Company entered into an Executive Employment Agreement dated as of June 13, 2024 (the “Thow

Employment Agreement”), pursuant which Mr.

Teo resigned as Chief Executive

Officer on June 13, 2024.

Chuah resigned as Chief Operating

Officer on June 21, 2024.

Chan resigned as Chief Financial

Officer on June 14, 2024.

Chuah resigned as Chief Marketing

Officer on June 21, 2024.

Sam resigned as Chief Technology

Officer on November 1, 2023.

Sook Lee Chin resigned as

Chief Financial Officer on July 1, 2025.

None of our other executives earned compensation

in excess of $100,000 in fiscal years ended June 30, 2025 or 2024 and therefore pursuant to Instruction 1 to Item 402(m)(2) of Regulation

S-K, only the compensation for our principal executive officers is provided.

Employment Agreements.

Thow Employment Agreement

Carlson Thow, our Chief Executive Officer, and

the Company entered into an Executive Employment Agreement dated as of June 13, 2024 (the “Thow Employment Agreement”), pursuant

Thow was appointed as our Chief Executive Officer.

term of the Thow Employment Agreement is for one year of which term is renewable on a yearly basis.

Thow is entitled to receive a

basic monthly salary of RM 20,000 with a fixed allowance of RM 800.

The term of the Thow Employment Agreement

is for one year of which term is renewable on a yearly basis.

Thow is entitled to receive a basic monthly salary of RM 20,000 with

a fixed allowance of RM 800.

In addition, Mr.

Thow will be entitled to a total of $120,000 worth

of shares of common stock of the Company on an annual basis for the first year, of which $10,000 worth of shares of common stock of the

Company shall be issued to Mr.

Thow at the end of each month during his first year of employment, and the share compensation for the

subsequent year(s) will be based on the year’s performance.

During the term of the Employment Agreement, either party may terminate

the Employment Agreement by providing two (2) months’ written notice or salary in lieu of such notice to the other party.

termination of employment, Mr.

Thow will be subject to a one year non-solicitation period with regard to the hiring of employees of the

Company and soliciting clients of the Company, among other things.

Employment Agreement:

Sook Lee Chin, our Chief Financial Officer, and

the Company entered into the Executive Employment Agreement dated as of June 14, 2024 (the “Chin Employment Agreement”), pursuant

Chin was appointed as the Chief Financial Officer of the Company.

The term of the Employment Agreement is for one year of

which term is renewable on a yearly basis.

Chin is entitled to receive a basic monthly salary of RM 18,000.

Thow will be entitled to a total of $120,000 worth of shares of common stock of the Company

on an annual basis for the first year, of which $10,000 worth of shares of common stock of the Company shall be issued to Mr.

the end of each month during his first year of employment, and the share compensation for the subsequent year(s) will be based on the

year’s performance.

During the term of the Employment Agreement, either party may terminate the Employment Agreement by providing

two (2) months’ written notice or salary in lieu of such notice to the other party.

Upon termination of employment, Mr.

be subject to a one year non-solicitation period with regard to the hiring of employees of the Company and soliciting clients of the Company,

among other things.

Chan Employment Agreement:

See Wah “Sylvia” Chan, our Chief Financial

Officer, and the Company entered into the Executive Employment Agreement dated as of June 30, 2025 (the “Chan Employment Agreement”),

pursuant to which Ms.

Chan was appointed as the Chief Financial Officer of the Company.

Pursuant to which Ms.

Chan was appointed as the

Chief Financial Officer of the Company, effective as of July 1, 2025.

Chan is entitled to receive a monthly remuneration of RM 19,000.

In addition, Ms.

will be entitled to a total of $80,000 worth of shares of common stock of the Company on an annual basis for the first year, of which

$6,666.67 worth of shares of common stock of the Company shall be issued to Ms.

Chin at the end of each month during her first year of

employment, and the share compensation for the subsequent year(s) will be based on the year’s performance.

During the term of the

Employment Agreement, either party may terminate the Employment Agreement by providing two (2) months’ written notice or salary

in lieu of such notice to the other party.

Upon termination of employment, Ms.

Chin will be subject to a one-year non-solicitation period

with regard to the hiring of employees of the Company and soliciting clients of the Company, among other things.

Equity Awards at June 30, 2024

the fiscal year ended June 30, 2024, we did not grant any stock options.

Compensation Table

following table illustrates the compensation paid by the Company to its directors.

Only the independent directors are entitled to receive

board compensation.

The disclosure is provided for the fiscal year ended June 30, 2024.

Joseph “Bobby” Banks

Marco Baccanello

Jeremy Roberts

The independent directors (Joseph

“Bobby” Banks, Marco Baccanello and Jeremy Roberts) are entitled to receive $6,000 per month for their services.

Effective January 1, 2024, the monthly compensation for independent directors will be reduced to $3,000.

The change follows an

interim reduction to $3,000 per month that commenced on October 16, 2021.

On August 30, 2024, Joseph “Bobby” Banks and

Jeremy Roberts resigned as members of the Board.

On September 6, 2024, Marco Baccanello resigned as a member of the Board.

Chan will be entitled to a total of $80,000 worth of shares of common stock of the Company on an annual basis, subject

to applicable vesting schedules and other restrictions, in accordance with the Company’s equity compensation plan.

During the term

of the Appointment Letter Agreement, either party may terminate the Appointment Letter Agreement by providing three (3) months’

written notice or salary in lieu of such notice to the other party.

Upon termination, Ms.

Chan will be subject to a one-year non-solicitation

period concerning the hiring of the Company’s employees and the solicitation of its clients, among other restrictions.

Outstanding Equity Awards at June 30, 2025

During the fiscal year ended June 30, 2025, we

did not grant any stock options.

Director Compensation Table

The following table illustrates the compensation

paid by the Company to its directors.

Only the independent directors are entitled to receive board compensation.

The disclosure is provided

for the fiscal year ended June 30, 2025.

Kok Pin “Darren” Tan

Wei Ping Leong

Wai Kuan Chan

ownership Certain Beneficial Owners and Management

table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive

(ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge

beneficially owns more than five percent of our outstanding shares of common stock.

have determined beneficial ownership in accordance with the rules and regulations of the SEC.

These rules generally provide that

a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose

or direct the disposition thereof or has the right to acquire such powers within 60 days.

Shares of common stock subject to options

that are currently exercisable or exercisable within 60 days of September 25, 2024 are deemed to be outstanding and beneficially

owned by the person holding the options.

Shares issuable pursuant to stock options or warrants are deemed outstanding for computing the

percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership

of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons

and entities named in the table below will have sole voting and investment power with respect to all shares of common stock that they

will beneficially own, subject to applicable community property laws.

information contained in this table is as of September 25, 2024.

The table below sets forth information regarding

the beneficial ownership of the common stock by (i) our directors and named executive officers;

(ii) all the named executives and directors

as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares

of common stock.

We have determined beneficial ownership in accordance

with the rules and regulations of the SEC.

These rules generally provide that a person is the beneficial owner of securities if such person

has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire

such powers within 60 days.

Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of

September 25, 2024 are deemed to be outstanding and beneficially owned by the person holding the options.

Shares issuable pursuant to

stock options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options or warrants,

but are not deemed outstanding for computing the percentage ownership of any other person.

Except as indicated by the footnotes below,

we believe, based on the information furnished to us, that the persons and entities named in the table below will have sole voting and

investment power with respect to all shares of common stock that they will beneficially own, subject to applicable community property

The information contained in this table is as

of October 14, 2025.

At that date, 8,490,187 shares of our common stock were outstanding.

2 unchanged sentences

Chief Executive Officer and Executive Director

Sook Lee Chin

See Wah “Sylvia” Chan

Chief Financial Officer

2 unchanged sentences

Wai Kuan Chan

Chan Meng Chun

Executive Director

Officers and Directors as a Group (total of 5 persons)

5%+ Stockholders

otherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is care of Treasure

Global Inc., 276 5 th Avenue, Suite 704 #739, New York, New York 10001.

* Less than 1%.

(1) Unless otherwise indicated, the

principal address of the named directors and directors and 5% stockholders of the Company is care of Treasure Global Inc., 276 5 th

Avenue, Suite 704 #739, New York, New York 10001.

Relationships and Related Party Transactions, and Director Independence

than as disclosed below, and except for the regular salary and bonus payments made to our directors and officers in the ordinary course

of business as described in “Item 11.

Executive Compensation,” there have been no transactions since July 1, 2023,

or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount

involved exceeds USD$120,000 and in which any current or former director or officer of the Company, any 5% or greater shareholder of

the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

30, 2023, the Company issued a total of 25,954 (1,816,735 pre reverse split) restricted shares

of common stock to the Company’s Former Chief Executive Officer, Chong Chan “Sam” Teo, and Director, Kok Pin “Darren”

Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562 in aggregate indebtedness owed to the Creditors.

Other than as disclosed below, and except for

the regular salary and bonus payments made to our directors and officers in the ordinary course of business as described in “Item

Executive Compensation,” there have been no transactions since July 1, 2024, or any currently proposed transaction or series

of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds USD$120,000 and in which any

current or former director or officer of the Company, any 5% or greater shareholder of the Company or any member of the immediate family

of any such persons had or will have a direct or indirect material interest.

7, 2025, the Company entered into a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen

and the Company’s director Chan Meng Chun (together with Chuah Su Chen, the “Investors”).

Subject to the terms and conditions

set forth in the Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate

amount of USD200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for the

purchase price of $1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market

on October 6, 2025.

Accounting Fees and Services

and Non-Audit Fees

Audit and Non-Audit Fees

Effective July 3, 2023, WWC, P.C.

(“WWC”) was appointed

by the Company to serve as its new independent registered public accounting firm to audit and review the Company’s financial statements

for the year ended June 30, 2023.

Effective September 1, 2022, Friedman LLP (“Friedman”)

combined with Marcum LLP and continued to operate as an independent registered public accounting firm.

On December 5, 2022, the Audit

Committee and the Board of Directors of the Company approved the dismissal of Friedman LLP and the engagement of Marcum Asia CPAs LLP

(“Marcum Asia”) to serve as the independent registered public accounting firm of the Company.

The services previously provided

by Friedman LLP was provided by Marcum Asia as a combined entity.

Marcum Asia and Friedman LLP served as the Company’s independent

registered public accounting firm during the fiscal years ended June 30, 2023 and 2022.

was served as the Company’s independent registered public accounting firm during the fiscal years ended June 30, 2025 and 2024.

Audit services provided by WWC, P.C.

1 unchanged sentence

to period filing made with the SEC.

Audit services provided by Marcum Asia and Friedman for fiscal years ended June 30, 2023 included

the examination of the consolidated financial statements of the Company, and services related to periodic filings made with the SEC.

WWC’s audit fee for the year ended June

2024 and 2023 was $180,000 and $180,000.

Marcum Asia and Friedman’s audit fee for

the years ended June 30, 2023 was $300,000

30, 2025 and 2024 was $180,000.

Audit Related Fees

WWC’s audit related fee for the year ended June 30, 2024

Marcum Asia’s audit-related fee for the

year ended June 30, 2023 was $20,000.

WWC’s audit related fee for the year ended

June 30, 2025 and 2024 was$24,000 and $45,000, respectively.

All Other Fees

WWC’s all other fees relate to review of quarterly financial

statements for the year ended June 30, 2024 was $60,000.

statements for the year ended June 30, 2025 and 2024 was $60,000.

WWC’s tax fees for the year ended June 30,

tax fees for the year ended June 30, 2023 was $56,505.

The aggregate fees billed for the most recently completed fiscal year

ended June 30, 2024 and 2023 for professional services rendered by the principal accountant for the audit of our annual financial

statements included in this and services that are normally provided by the accountant in connection with statutory and regulatory filings

or engagements for these fiscal periods were as follows:

2025 and 2024 was $0.

The aggregate fees billed for the most recently

completed fiscal year ended June 30, 2025 and 2024 for professional services rendered by the principal accountant for the audit of our

annual financial statements included in this and services that are normally provided by the accountant in connection with statutory and

regulatory filings or engagements for these fiscal periods were as follows:

Fiscal Year Ended

1 unchanged sentence

All Other Fees

incurred in conjunction with consents and service performed for various registration statements filed during the year ended June 30,

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

fees relate to professional services rendered in connection with the review of the quarterly financial statements.

Fees incurred in conjunction with consents and service performed for various registration statements filed during the year ended June 30, 2025.

Audit fees consist of fees related to professional

services rendered in connection with the audit of our annual financial statements.

All other fees relate to professional services rendered

in connection with the review of the quarterly financial statements.

Our policy is to pre-approve all audit and permissible

9 unchanged sentences

Financial Statement Schedules.

following documents are filed as part of this Annual Report:

financial statements are filed as part of this Annual Report under “Item 8.

(a) The following documents are

filed as part of this Annual Report:

(1) The financial statements are

filed as part of this Annual Report under “Item 8.

Financial Statements and Supplementary Data.”

financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial

statements and notes thereto under “Item 8.

(2) The financial statement schedules

are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto

under “Item 8.

Financial Statements and Supplementary Data.”

exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report.

(3) The exhibits listed in the

following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report.

EXHIBIT INDEX

Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

82 unchanged sentences

001-41476), originally filed on September 20, 2024).

Form of Purchase Warrant Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on October 11, 2024).

Purchase Agreement by and between the Company and Alumni Capital LP dated October 10, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on October 11, 2024).

Service Partnership Agreement by and between the Company and Octagram Investment Limited dated October 10, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on October 11, 2024).

Supplemental Letter Dated October 28, 2024 to The Partnership Agreement Dated September 20, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on October 30, 2024).

Service Agreement Dated October 29, 2024 Between Treasure Global Inc and V Gallant SDN BHD (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on November 1, 2024).

Subscription Agreement by and among the Company and the Investors dated November 27, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on November 27, 2024).

Share Purchase Agreement Dated February 11, 2025 between VWXYZ Venture Sdn.

and with Amystic Commerce Sdn.

Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on February 18, 2025).

Supplemental Letter agreement between Treasure Global Inc and V Gallant SDN BHD dated March 24, 2025 Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on March 28, 2025).

Sale and Purchase Agreement Dated July 30, 2025 Between Treasure Global Inc and I Synergy Group Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on August 14, 2025).

Subscription Agreement Dated October 7, 2025 by and among Treasure Global Inc, Chuah Su Chen and Chan Meng Chun (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on October 7, 2025).

List of Subsidiaries of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

14 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act,

or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration

statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise

specifically stated in such filing.

Company has elected not to include summary information.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

September 30, 2024

Executive Officer

individual person whose signature appears below hereby appoints Carlson Thow as attorney-in-fact with full power of substitution, severally,

to execute in the name and on behalf of each such person, individually and in each capacity stated below, one or more amendments to this

annual report which amendments may make such changes in the report as the attorney-in-fact acting in the premises deems appropriate,

to file any such amendment to the report with the SEC, and to take all other actions either of them deem necessary or advisable to enable

the Company to comply with the rules, regulations and requirements of the SEC.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

* Exhibits 32.1 and 32.2 are being

furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the

liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document

filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

The Company has elected not to include summary

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

October 14, 2025

TREASURE GLOBAL INC.

/s/ Carlson Thow

Chief Executive Officer

POWER OF ATTORNEY

Each individual person whose signature appears

below hereby appoints Carlson Thow as attorney-in-fact with full power of substitution, severally, to execute in the name and on behalf

of each such person, individually and in each capacity stated below, one or more amendments to this annual report which amendments may

make such changes in the report as the attorney-in-fact acting in the premises deems appropriate, to file any such amendment to the report

with the SEC, and to take all other actions either of them deem necessary or advisable to enable the Company to comply with the rules,

regulations and requirements of the SEC.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ Carlson Thow

Chief Executive Officer and Executive Director

September 30, 2024

October 14, 2025

(Principal Executive Officer)

/s/ Sook Lee Chin

/s/ See Wah “Sylvia” Chan

Chief Financial Officer

September 30, 2024

Sook Lee Chin

October 14, 2025

See Wah “Sylvia” Chan

(Principal Financial and Accounting Officer)

/s/ Kok Pin “Darren” Tan

September 30, 2024

October 14, 2025

Kok Pin “Darren” Tan

/s/ Wei Ping Leong

September 30, 2024

October 14, 2025

Wei Ping Leong

/s/ Wai Kuan Chan

September 30, 2024

October 14, 2025

Wai Kuan Chan

/s/ Chan Meng Chun

October 14, 2025

Chan Meng Chun

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures