| BUSINESS COMBINATION |
24. BUSINESS COMBINATION
Acquisition of equity interest in subsidiaries
December 31, 2025
There is no acquisition of equity interest in subsidiaries.
June 30, 2025
| a) | Acquisition of equity interest in subsidiaries |
On July 15, 2024, AIGSB acquired ARB Synergy
through trust deed with Liew Kok Leong (“Trustee”), whereby Trustee is a registered holder of 1 ordinary share
representing 100% of the issued and paid-up share capital of ARB Synergy, whereby is held by Trustee on trust for AIGSB. Subsequently,
ARB Databook, the wholly-owned subsidiary of ARB Synergy became wholly-owned subsidiary of AIGSB.
The fair value of consideration transferred and the effects on cash
flows of the acquisitions of subsidiaries are as follows:
| | |
ARB Synergy | | |
ARB Databook | | |
Total | |
| | |
| | |
| | |
| |
| Net assets upon acquired | |
| (9,454 | ) | |
| (49,947 | ) | |
| (59,401 | ) |
| Equity shares acquired | |
| 100 | % | |
| 100 | % | |
| 100 | % |
| Group’s share of net liabilities assumed | |
| (9,454 | ) | |
| (49,947 | ) | |
| (59,401 | ) |
| Add: Debit to Other reserve | |
| 59,401 | | |
| - | | |
| 59,401 | |
| Total fair value of consideration for the acquisitions | |
| 49,947 | | |
| (49,947 | ) | |
| - | |
| | |
| | | |
| | | |
| | |
| Fair value consideration for the acquisitions | |
| 49,947 | | |
| (49,947 | ) | |
| - | |
| Less: Consideration paid in previous year | |
| (49,947 | ) | |
| 49,947 | | |
| - | |
| Total consideration satisfied by cash | |
| - | | |
| - | | |
| - | |
| Less: Cash and cash equivalents of subsidiaries | |
| (105,619 | ) | |
| - | | |
| (105,619 | ) |
| Cash inflow from acquisitions of subsidiaries | |
| (105,619 | ) | |
| - | | |
| (105,619 | ) |
Disposal/ strike off of equity interest in subsidiaries
December 31, 2025
There is no disposal/strike-off of equity interest in subsidiaries.
December 31, 2024
During this financial period, the subsidiaries
of the Company: ARB AI, ARBIOT, ARB Techsymbol, ARB Logistic, ARB WMS, ARB Information, ARB AI Tech, ARB 5G, and ARB Big Data undergoes
strike-off exercise and deemed written off from the group to streamline the business process and improve the efficiency of the group corporate
structure.
The effects on the Group’s financial statements were as follows:
| | |
ARB AI | | |
ARBIOT | | |
ARB Techsymbol | | |
ARB Logistic | | |
ARB WMS | | |
ARB Information | | |
ARB AI Tech | | |
ARB 5G | | |
ARB Big Data | | |
Total | |
| | |
RM | | |
RM | | |
RM | | |
RM | | |
RM | | |
RM | | |
RM | | |
RM | | |
RM | | |
RM | |
| Proceeds from disposal | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Less: Cost of investment in a subsidiary company disposed (co level) | |
| (1 | ) | |
| (1,009,900 | ) | |
| (1 | ) | |
| (100,000 | ) | |
| (100,000 | ) | |
| (1 | ) | |
| (1 | ) | |
| (100 | ) | |
| (1 | ) | |
| (1,210,005 | ) |
| Less: Expenses incurred on disposal | |
| - | | |
| (1 | ) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1 | ) |
| Net gain on disposal of a subsidiary company at company level | |
| (1 | ) | |
| (1,009,901 | ) | |
| (1 | ) | |
| (100,000 | ) | |
| (100,000 | ) | |
| (1 | ) | |
| (1 | ) | |
| (100 | ) | |
| (1 | ) | |
| (1,210,006 | ) |
| Pre-acquisition reserves recognised upon acquisition | |
| - | | |
| 999,999 | | |
| - | | |
| - | | |
| 50,999 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,050,998 | |
| Post-acquisition reserves recognised up to the date of disposal | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Net loss on strike off of a subsidiary company at Group level | |
| (1 | ) | |
| (9,902 | ) | |
| (1 | ) | |
| (100,000 | ) | |
| (49,001 | ) | |
| (1 | ) | |
| (1 | ) | |
| (100 | ) | |
| (1 | ) | |
| (159,008 | ) |
June 30, 2024
During the financial year, there are disposal ARB Midware and its subsidiary,
ARB Distribution. (“ARB Midware Group”).
The effects on the Group’s financial statements is as follows:
| | |
ARB
Midware | |
| | |
Group | |
| | |
RM | |
| | |
| |
| Cash proceed | |
| 1 | |
| Less: Cost of investment in subsidiaries | |
| (1 | ) |
| Gain/(Loss) on disposal of subsidiaries at subsidiaries’ company level | |
| - | |
| Post-acquisition reserves recognized up to the date of disposal | |
| (305,818 | ) |
| Loss on disposal of subsidiaries at the Group level | |
| (305,818 | ) |
The value of assets and liabilities of disposal of subsidiaries are
as follows:
| | |
ARB
Midware | |
| | |
Group | |
| | |
RM | |
| | |
| |
| Trade receivables | |
| 1,448,282 | |
| Other receivables, prepayments and deposits | |
| 205,000 | |
| Cash and bank balances | |
| 213,504 | |
| Trade payables | |
| (618,071 | ) |
| Other payables and accruals | |
| (450,751 | ) |
| Tax payables | |
| (191,834 | ) |
| | |
| 606,130 | |
| Non-controlling interest | |
| (300,311 | ) |
| | |
| 305,819 | |
| Add: Goodwill | |
| - | |
| | |
| 305,819 | |
| Loss on disposal of subsidiaries at the Group level | |
| (305,818 | ) |
| Net disposal proceeds | |
| 1 | |
| Cash and cash equivalents of subsidiaries disposed | |
| (213,504 | ) |
| Net cash outflow upon disposal of subsidiaries | |
| (213,503 | ) |
|