Company Classification and Ownership - The company is classified as an emerging growth company and may take advantage of reporting exemptions until it no longer qualifies, which could occur when total annual gross revenue reaches at least $1.235 billion[50]. - The company has a 98.04% ownership of Sagtec Group Sdn Bhd, which provides customizable software solutions, and a 94.95% ownership of CL Technologies, also engaged in customizable software solutions[64][65]. - Mr. Ng Chen Lok owns approximately 79.05% of the issued and outstanding Ordinary Shares prior to the continued offering, which will reduce to 68.03% post-offering[76]. Customer and Vendor Concentration Risks - The company has derived a substantial portion of its revenue from a limited number of customers, exposing it to customer concentration risks[69]. - The top five customers accounted for 73.16%, 63.63%, and 71.63% of total revenue for the years ended December 31, 2022, 2023, and 2024, respectively[78]. - Two vendors accounted for 30.69%, 49.04%, and 60.88% of the cost of sales for the years ended December 31, 2022, 2023, and 2024, respectively[80]. Operational and Regulatory Risks - The company is subject to various laws and regulations in Malaysia, which may impact its operations and business strategies[69]. - The company may not be able to obtain necessary approvals or certifications for its software solutions in Malaysia, affecting its operations[69]. - The company may face difficulties in securing necessary registrations and licenses for business plans, which could lead to fines or legal actions[72]. - Compliance with changing regulations may increase costs, adversely affecting financial performance[105]. Management and Personnel Risks - The company is dependent on key management personnel and skilled staff, and may face disruptions if it cannot retain or attract suitable replacements[69]. - The company is dependent on key management personnel, particularly Mr. Ng Chen Lok, whose loss could adversely affect business operations[88]. Financial Performance and Risks - The company relies on dividends and other payments from subsidiaries for cash requirements, and any restrictions on these payments could materially affect liquidity and financial condition[73]. - The company may not be able to obtain financing on favorable terms, which could impact its ability to develop software technology[83]. - The company’s performance is influenced by regional and worldwide political, regulatory, and economic conditions, which are beyond its control[82]. - The company faces risks from fluctuations in foreign currency exchange rates, which could impact its financial results[69]. - The company is exposed to foreign currency exchange risks, as overseas sales and procurement are denominated in Malaysian Ringgit[102]. Competition and Market Risks - Increased competition in the software solutions market in Malaysia and the region may affect the company's market share and growth[69]. - Customer loyalty and brand goodwill are critical; any major lapses in software sales or negative publicity could harm profitability[91]. - A significant failure in quality control systems could materially affect business and operating results[92]. - Supply chain interruptions have not materially impacted operations in recent financial years, but future disruptions could affect revenue and profitability[96]. Financial Metrics and Projections - The company reported a profit sensitivity of approximately RM16,707 for 2024, RM10,430 for 2023, and RM2,571 for 2022 with a 50 basis point change in interest rates[332]. - As of December 31, 2024, the company expects trade receivables to be RM8,409,351, with a provision for expected credit loss rate of 7.82%[337]. - The total bank borrowings due within less than 1 year are projected to be RM773,744 for 2023 and RM976,072 for 2024[334]. - The company’s debt-to-equity ratio is managed to comply with debt covenants and regulatory requirements[339]. - The company’s expected credit losses decreased from RM138,728 at the beginning of the year to RM90,205 by December 31, 2022[336]. Shareholder and Market Considerations - The company intends to list its Ordinary Shares on the Nasdaq Capital Market, but must maintain certain financial levels to do so[114]. - The trading price of the company's Ordinary Shares may be volatile, influenced by market and industry factors, potentially leading to substantial losses for investors[116]. - Factors contributing to share price volatility include limited market quotations, reduced liquidity, and potential classification as "penny stock," which could impose stricter trading rules[117]. - The company does not expect to pay dividends in the foreseeable future, relying instead on price appreciation for returns on investment[125]. - If the company is classified as a Passive Foreign Investment Company (PFIC), U.S. taxpayers holding its securities may face adverse tax consequences[128]. - The company may choose to exempt itself from certain corporate governance requirements under Nasdaq rules, which could affect shareholder protections[132]. - The rights of shareholders to take action against directors and the fiduciary duties of directors are governed by British Virgin Islands law, which may offer less protection compared to U.S. laws[137]. - The company may face difficulties in protecting shareholder interests due to the lack of reciprocal enforcement of U.S. court judgments in the British Virgin Islands[135]. - Low trading volumes of the company's Ordinary Shares could lead to significant price fluctuations and challenges in liquidating investments[122]. - The company may experience extreme stock price volatility, particularly as a small-cap company with a relatively small public float[121]. - The management has discretion over the use of net proceeds from offerings, which may not necessarily lead to increased share price or profitability[127]. Economic Environment and Inflation - Malaysia's inflation rate was 2.5% for the year ended December 31, 2023, down from 3.3% in 2022, indicating a moderate inflation environment[341]. - The projected inflation rate for 2024 is 1.7%, suggesting continued stability in the economic environment[341]. - The company anticipates no material impact from inflation on its operations, reflecting confidence in its financial resilience[341]. - The increase in total equity and capital positions the company well for future investments and market expansion[340]. - The company is likely to focus on maintaining a balanced gearing ratio while pursuing growth opportunities[340].
Sagtec Global Ltd(SAGT) - 2024 Q4 - Annual Report