As filed with the U.S. Securities and Exchange Commission on October 7, 2025.

Registration No. 333-[    ]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Neutrans Inc.

(Exact name of registrant as specified in its charter)

Unit B-1-08, First Floor CoPlace 1

2270 Jalan Usahawan 2, Cyber 6

63000 Cyberjaya, Selangor, Malaysia

+60 3 2935 9635

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement on Form F-1 (File No. 333-[ ]) contains disclosure that will be circulated as two separate final prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Company has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus, as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Company. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Shareholders.

The Selling Shareholders have represented to the Company that they will consider selling some or all of the Class A Ordinary Shares registered pursuant to this registration statement immediately after the pricing of the public offering, as requested by the underwriters for the public offering in order to create an orderly, liquid market for the Class A Ordinary Shares. As a result, the sales of the Class A Ordinary Shares registered in this registration statement will result in two offerings taking place concurrently or sequentially, which could affect the price and liquidity of, and demand for, the Class A Ordinary Shares. This risk and other risks are included in “Risk Factors” in each of the Public Offering Prospectus and the Resale Prospectus.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

1,875,000 Class A Ordinary Shares

Neutrans Inc.

This is an initial public offering of our class A ordinary shares, no par value (“Class A Ordinary Shares”). Prior to this offering, there has been no public market for our Class A Ordinary Shares or our class B ordinary shares, no par value (“Class B Ordinary Shares”). We expect the initial public offering price of our Class A Ordinary Shares to be in the range of $4.00 to $6.00 per share.

We have applied to list our Class A Ordinary Shares under the symbol “NEUT” on the Nasdaq Capital Market. It is a condition to the closing of this offering that our Class A Ordinary Shares qualify for listing on the Nasdaq Capital Market. There can be no assurance that we will be successful in listing our Class A Ordinary Shares on the Nasdaq Capital Market.

We are authorized to issue a maximum of 500,000,000 no par value ordinary shares divided into 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares. As of the date of this prospectus, we have 21,875,000 Class A Ordinary Shares and no Class B Ordinary Shares issued and outstanding, respectively. We do not plan to issue Class B Ordinary Shares before the completion of this offering. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the shareholders. Each Class A Ordinary Share is entitled to one vote on all matters subject to vote at general meetings of our Company, and each Class B Ordinary Share is entitled to 20 votes on all matters subject to vote at general meetings of our Company. Each Class B Ordinary Share is convertible into one fully paid and non-assessable Class A Ordinary Share at any time after the date of issuance of such share at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. We have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. As a result, our financial statements may not be comparable to the financial statements of issuers which are required to comply with the effective dates for new or revised accounting standards applicable to public companies. This may affect the quality of our disclosure and make our Class A Ordinary Shares less attractive to investors. Please read the disclosures beginning on page 6 of this prospectus for more information.

Upon the completion of this offering, we will not be deemed to be a “controlled company” under Nasdaq Marketplace Rules 5615(c). 

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such Class A Ordinary Shares are taken. We have granted the underwriters an option, exercisable for 45 days after the closing of this offering, to purchase up to an additional 15% of the Class A Ordinary Shares on the same terms as the other Class A Ordinary Shares being purchased by the underwriters from us.

The underwriters expect to deliver the Class A Ordinary Shares against payment in U.S. dollars in New York, New York on or about [     ], 2025.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

BLUE DIAMOND SECURITIES OF AMERICA LLC

Prospectus dated [     ], 2025

TABLE OF CONTENTS

About this Prospectus

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the British Virgin Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Neutrans is a BVI business company limited by shares, incorporated and registered under the BVI Act. Our business is mainly conducted by our Malaysian subsidiary, Neutrans Malaysia, using the RM. Our reporting currency is the RM. This prospectus contains translations of RM into U.S. dollars solely for the convenience of the reader.

Translations of balances in the statement of financial position, statement of profit or loss and other comprehensive income, statement of changes in shareholders’ equity and statement of cash flows from RM into USD as of March 31, 2025 are solely for the convenience of the readers and are calculated at the evening middle rate of USD1.00 = RM4.4320 as of March 28, 2025, as published by the Central Bank of Malaysia on its Exchange Rates’ website https://www.bnm.gov.my/exchange-rates. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We depend on the NFP license and NSP license we own to carry out our operations; failure to maintain such licenses would materially and adversely impact our business, financial condition, and results of operations.

We rely on our NFP license and NSP license, especially our NFP license, to conduct our business. See “Business.” The NFP license authorizes us to own, lease, and install fiber-optic infrastructure. As of May 2025, there were 266 registered NFP license holders, including both fixed network operators and carrier-neutral network providers. Fixed network operators (which refers to the ISPs who own the physical infrastructure of fixed broadband networks) such as Telekom Malaysia Berhad and Time dotcom Berhad dominate the fiber-optic network.

We may be unable to continue our current business operations if we lose our NFP license. Also, our status as one of the three providers authorized by the Sepang City Council to install fiber-optic infrastructure in Cyberjaya depends on our continued possession of such license. Losing the license could result in our inability to construct fiber ducts and the discontinuation of our fiber core leasing business.

Our NFP license and NSP license will expire on July 16, 2026. We intend to renew both licenses, for which we must apply for renewal no later than 120 days before the expiry date. For renewal process, Malaysian Communications and Multimedia Commission (“MCMC”) requires information on the financial performance over the past five years of our Malaysia subsidiary, Neutrans Malaysia, its market presence, as well as its impact on the industry. Additionally, MCMC will evaluate the internal practices and conduct of business of Neutrans Malaysia, including its organizational structure, management capabilities, customer types, contributions to industry development, service coverage, technological advancements, and infrastructure investment. We must also comply with the terms and conditions of the licenses, provisions of the Communications and Multimedia Act 1998, and any instrument issued, made, or given by the minister for the time being charged with the responsibility for communications and multimedia or the MCMC. We cannot guarantee that we will be able to renew these licenses on time or at all. If we fail to renew our NFP license or NSP license, whether due to regulatory non-compliance, changes in licensing requirements, or revocation, we would no longer be eligible to construct fiber ducts, own, sell, or lease fiber cores, which could have a material adverse effect on our business, financial condition, and results of operations.

Recent changes in the U.S. tariff policies may adversely affect our business, financial condition, and results of operations.

In recent years, and particularly in 2025, the U.S. government has taken steps to reassess its trade policies with a number of countries. We cannot guarantee that Neutrans Malaysia will remain unaffected by changes in these tariff policies.

Neutrans Malaysia sources fiber-optic cables from the People’s Republic of China (the “PRC”), a country that has been a primary target of U.S. tariff policy changes, while it procures ducts, manhole covers, and other accessories in Malaysia. As of the date of this prospectus, the supply of these components remains sufficient, and Neutrans Malaysia has not experienced any material fluctuations in their availability or costs. However, such U.S. tariff policies may have a material impact on the availability and/or cost of such components, particularly fiber-optic cables, or the raw materials from which they are derived, such as phosphates, silica/quartz, polymers, fiberglass, and petroleum-based gels, in the future.

We cannot predict the future impact of tariff policies on our business operations, including whether Neutrans Malaysia may be adversely affected in the future. Nonetheless, if U.S. tariff policies were to negatively impact Neutrans Malaysia, its operating costs could increase. If we are unable to successfully pass any increased costs of the raw materials on to our customers, our business, financial condition, and results of operations could be materially and adversely affected.

In addition, evolving U.S. tariff policies may reduce the willingness of foreign enterprises to invest in Cyberjaya, where we operate. These policies may also adversely affect our suppliers and/or customers, which could, in turn, indirectly impact our business. If we lose customers as a result of changes in tariff policies, our operating results could be materially and adversely affected.

If we fail to retain our existing customer base or draw in additional customers to use our services and products, we may not be able to increase or sustain our revenue.

The primary sources of our revenue for the past two fiscal years are fiber core leasing and fiber duct sales. For the fiscal years ended March 31, 2025 and 2024, fiber core leasing and fiber duct sales collectively contributed 94.1% and 84.9% to our total revenue, respectively. Although our fiber core leasing customers are long-term customers, our fiber duct sales revenue during the past two fiscal years was derived from a non-recurring transaction with one customer. We cannot assure you that we will be able to secure similar sales in the future. See “Business—Our Business—Fiber Core Leasing” and “Business—Our Business—Fiber Duct Sales.”

Our future success will depend on our ability to maintain our current customer base and our ability to attract additional customers. The growth of our customer base could be adversely affected by:

Fluctuations in the economy affect the fiber-optic infrastructure industry and may decrease demand for our fiber-optic infrastructure offerings. Such a decrease may negatively impact the growth of our customer base, which in turn, may materially and adversely affect our business, financial condition, and results of operations.

We face risks associated with concentration of revenue from a few large clients. Any interruption in operations in such large clients may have an adverse effect on our business, financial condition, and results of operations.

For the fiscal year ended March 31, 2025, we derived a significant portion of our revenue from two customers, Eaxin Sdn. Bhd. (“Eaxin”) and MSA Resources Sdn. Bhd. (“MSA”), which contributed 38.6% and 27.6% of our total revenue, respectively. For the fiscal year ended March 31, 2024, we derived a significant portion of our revenue from one customer, MSA, which customer contributed 56.2% of our total revenue. For our business relationships with these customers, see “Business—Customers” and “Business—Fiber Duct Sales.”

These customers might cease their business relations with us due to various factors in the future, such as no longer requiring our fiber-optic infrastructure offerings or opting to engage with other companies for comparable offerings. We cannot guarantee that our future revenue from such customers will be comparable to that of recent years. If we experience a loss of business from any of such significant customers, we may not be able to engage alternative customers to compensate for the substantial revenue loss, which could materially and adversely impact our business, financial condition, and result of operations.

Alternative fiber-optic technologies and developments in alternative fiber-optic technologies may materially and adversely affect the demand for our business offerings.

Our  fiber-optic infrastructure business is subject to competition from other transmission technologies, principally wireless-based technologies. The ease of use of wireless telecommunications may make that medium an attractive alternative in circumstances where access to fixed line telecommunications is limited. While these technologies do present significant competition in the market in which we conduct business, we believe that demand for our fiber-optic infrastructure will remain strong. However, no assurance can be given that the future development and use of such alternative technologies will not adversely affect our results of operations.

Advancements in telecommunication technologies may materially and adversely impact our business, financial condition, and results of operations in ways we do not currently anticipate. For instance, certain novel or conceptual technologies, such as Starlink, if implemented and popularized, may undermine our position as a fiber-optic infrastructure provider and render our business offerings worthless. Any failure by us to keep up with new technologies could materially and adversely affect our business, financial condition, and results of operations.

Neutrans Malaysia has breached certain loan covenants under a loan agreement pursuant to which it is the borrower, and if the lender exercises its rights and remedies under such loan agreement, such actions could have a material and adverse impact on Neutrans Malaysia’s ability to access additional financing as and when necessary on commercially reasonable terms, or at all

Neutrans Malaysia has breached certain covenants under its loan agreement (letter of offer) with Maybank Islamic Berhad (“Maybank”). Specifically, in October 2023, Neutrans Malaysia increased its share capital without first obtaining consent, as required under such loan agreement. In addition, in December 2024, Neutrans Malaysia declared and paid a dividend without obtaining prior approval from Maybank, as required under such loan agreement. As a consequence, Maybank may have the right to accelerate the debt, however, as of the date of this prospectus, it has not indicated its intent to do so.

Although Maybank has yet to deliver any formal notice with respect to such breaches to Neutrans Malaysia, nor has it taken any action as of the date of this prospectus to enforce its rights and remedies under the loan agreement, it may do so in the future. Neutrans Malaysia is currently conducting discussions with Maybank to seek waivers with respect to the foregoing breaches. On August 13, 2025, Neutrans Malaysia submitted a formal request to Maybank to waive such breaches. On August 27, 2025, Maybank acknowledged receipt of the request and confirmed that it is actively reviewing the matter. As of the date of this prospectus, Maybank is still reviewing the request. We believe the waivers are likely to be granted in due course, given the payment history and long-standing relationship between Neutrans Malaysia and Maybank. However, there can be no assurance that such waivers will be obtained. If Maybank determines to exercise its rights or remedies against Neutrans Malaysia, such actions could have a material adverse effect on Neutrans Malaysia’s ability to obtain future financing as and when needed on commercially reasonable terms, or at all, which could adversely impact its business, financial condition, and results of operations.

The industry in which we operate is highly competitive, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position, financial performance, and results of operations.

The barriers to enter fiber-optic infrastructure industry in Malaysia are high. Such entry requires a long time to implement the infrastructure and the ability to meet customer demand quickly. Neutrans Malaysia has a first-mover advantage in Cyberjaya, benefiting from its wayleave rights, customer relationships, and scale of its existing fiber ducts, which create high entry barriers for new players. See “Business—Our Competitive Strengths—Strategic Location and Regional Advantage” and “Business—Our Competitive Strengths—Established Technology Advantage and a Closed-Loop Product Portfolio to Capture Market Growth.” However, competition to expand fiber-optic infrastructure access to underserved areas is intensifying as both new and established providers invest in network expansion to capture the growing demand from data centers, a sector that has seen significant growth since 2021. See “Industry.”

Our competitors may operate with different business models, have different cost structures, and may ultimately prove to be more successful or more adaptable to new regulatory, technological, and other developments. They may in the future achieve greater market acceptance and recognition and gain a greater market share. It is also possible that potential competitors may emerge and acquire a significant market share. If existing or potential competitors develop or offer products and services that provide significant performance, price, creative optimization, or other advantages over those offered by us, our business, results of operations, and financial condition could be materially and adversely affected. Our existing and potential competitors may enjoy competitive advantages over us, such as longer operating history, greater brand recognition, more competitive pricing, and significantly greater financial, technical, and marketing resources.

If we fail to compete successfully, we are at risk of losing customers, which could result in an adverse impact on our financial performance and business prospects. We cannot assure you that our strategies will remain competitive or that they will continue to be successful in the future. Increasing competition may result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations.

Our operations are subject to natural disasters and adverse weather conditions.

As a fiber-optic infrastructure provider, our operations are susceptible to natural disasters and adverse weather conditions. We may experience earthquakes, floods, typhoons, power outages, or similar events beyond our control that could materially and adversely affect our operations. These natural disasters could destroy the infrastructure we have built and render our fiber cores inoperable. If any of these natural hazards occur, our business, financial condition, and results of operations could be materially and adversely affected.

Our business is subject to risks related to political, social, and economic events in Malaysia.

Our business is subject to prevailing political, social, and economic conditions in Malaysia. Any adverse developments in the above conditions may harm our financial position and business prospects. The risks include, among others, political instability due to changes in political leadership, economic downturn, risk of war or civil disturbances, declaration of a state emergency, changes in Malaysia government policies, introduction of new regulations, import and export restrictions, duties and tariffs. The occurrence of these events in Malaysia could adversely affect our business and consumer confidence, leading to reduced business and consumer spending and investment, loss the mandatory licenses to conduct our business, and disruption of our construction activities. This, in turn, may cause our existing and prospective customers to delay, reduce, or abandon their plans to engage our services. As such, there can be no assurance that political, social, and economic events in Malaysia and other countries, which are beyond our control, would not materially affect our business operations and financial performance.

Quality defects in the fiber-optic infrastructure leased or sold by us may materially and adversely impact our business, financial condition, and results of operations.

Third-party contractors are responsible for sourcing the materials used in building our fiber-optic infrastructure, including ducts, cables, and fiber cores, which we then lease or sell. Although we have implemented quality controls through acceptance tests before handing the fiber-optic infrastructure to clients, our products may contain undetected errors or defects, especially when first introduced, or may otherwise fail to meet our customers’ quality requirements. See “Business—Our Business—Fiber Core Leasing.” These errors, defects, product failures, or poor performance can arise due to design flaws, defects in raw materials, or components or manufacturing difficulties, which can affect both the quality and the performance of our products.

Any actual or perceived errors, defects, or poor performance in our products could result in replacements or rejections, damage to our reputation, loss of revenue, or increases in customer service and support costs. Furthermore, our customers may suffer consequential damages significantly exceeding the value of the products we sell to them if our products are defective or fail to meet their quality requirements. Defective components may give rise to warranty, indemnity or product liability claims against us that could significantly exceed any revenue or profit we receive from such products. If the quality of our construction projects is subpar, we may need to allocate time and resources to rectify them, which could divert our management’s attention and materially and adversely affect our business, financial condition, and results of operations.

If we fail to manage our growth or execute our strategies and future plans effectively, we may not be able to take advantage of market opportunities or meet the demand of our customers.

We believe that continuous development is key to maintaining our competitiveness in the fiber-optic infrastructure industry. We have planned several growth strategies, such as expanding our geographic reach and forming strategic partnerships and alliances. See “Business—Growth Strategies.” These growth strategies increase the complexity of our operations and may strain our managerial, operational, and financial resources. We cannot guarantee that our financial and human resources will be sufficient to achieve these goals or that, even if achieved, they will have the expected positive impact on our growth. If these goals are not realized or do not produce the expected results to our operations, our business, financial condition, and results of operations could be materially and adversely affected.

If we fail to attract, recruit, or retain our key personnel, including our executive officers, senior management, and key employees, our ongoing operations and growth could be affected.

Our success depends, to a large extent, on the efforts of our key personnel, including our executive officers, senior management, and other key employees who have valuable experience, knowledge, and connection in the fiber-optic infrastructure industry. For instance, Dr. Mohamed bin Awang Lah, our CEO, Director, and Chairman of the Board, has over 30 years of experience in the fiber-optic infrastructure industry and held senior leadership positions in multiple companies before he founded Neutrans Malaysia in 2011. Our success partially depends on his services. There is no assurance that these key personnel will not terminate their employment with us. The loss of any of our key personnel could be detrimental to our ongoing operations. Our success will also depend on our ability to attract and retain qualified personnel to manage our existing operations as well as our future growth. We may not be able to successfully attract, recruit, or retain key personnel, and this could adversely impact our growth.

Future business expansion may have an adverse effect on our ability to manage our business.

We may establish additional business lines, technologies, services, or products that are complementary to our fiber-optic infrastructure business. Future expansion may expose us to potential risks, including risks associated with the integration of new operations, services, and personnel, unforeseen or hidden liabilities, the diversion of resources from our existing business and technology, our potential inability to generate sufficient revenue to offset new costs, the expenses of acquisitions, or the potential loss of or harm to relationships with both employees and customers resulting from our integration of new businesses.

Any of the potential risks listed above could have a material adverse effect on our ability to manage our business, revenue, and net income. We may need to raise additional debt funding or sell additional equity securities to make such expansion. The raising of additional debt funding by our Company, if required, would result in increased debt service obligations and could result in additional operating and financing covenants, or liens on their assets, that would restrict their operations. The sale of additional equity securities could result in additional dilution to our shareholders.

We may from time to time be subject to claims, controversies, lawsuits, and legal proceedings, which could adversely affect our business, prospects, results of operations, and financial condition.

We may from time to time become subject to or involved in various claims, controversies, lawsuits, and legal proceedings. However, claims and threats of lawsuits are subject to inherent uncertainties, and there is no assurance that claims and threats of lawsuits would not develop into a lawsuit. Lawsuits, or any type of legal proceeding, may cause our Company to incur legal expenses, utilize a significant portion of our resources, and divert management’s time and attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against our Company could have a material adverse impact on our financial condition, results of operations, and cash flows. In addition, negative publicity regarding claims or judgments made against our Company may damage our reputation and may result in a material adverse impact on us.

We may be the subject of allegations, harassment, or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share.

We may be subject to allegations by third parties or purported former employees, negative Internet postings, and other adverse public exposure on our business, operations, and staff compensation. We may also become the target of harassment or other detrimental conduct by third parties or disgruntled former or current employees. Such conduct may include complaints, anonymous, or otherwise, to regulatory agencies, media, or other organizations. We may be subject to government or regulatory investigation or other proceedings as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against our Company, may be posted on the Internet, including social media platforms, by anyone on an anonymous basis. Any negative publicity about our Company or our management can be quickly and widely disseminated. Social media platforms and devices immediately publish the content of their users’ posts, often without filters or checks on the accuracy of the content posted. The information posted may be inaccurate and adverse to our Company, and it may harm our reputation, business, or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of negative and potentially false information about our business and operations, which in turn may cause us to lose market share,

We do not hold any insurance policies and may be unable to obtain coverage for certain types of losses or claims.

As of the date of this prospectus, we do not maintain any insurance policies and may be unable to obtain coverage for certain types of losses or claims. Although we believe this practice is consistent with that of other companies of similar size in the fiber-optic infrastructure industry, any losses or claims, if they occur, could have a material adverse effect on our business, financial condition, and results of operations.

Continued uncertain economic conditions, including inflation and the risk of a global recession could impair our ability to forecast customer needs and may harm our business and operating results, including our revenue growth and profitability, financial condition, and cash flows.

Historically, we have not experienced significant inflation risk in our business. However, our ability to raise product prices depends on market conditions, and there may be periods during which we are unable to fully recover increases in our costs. In addition, the global economy suffers from slowing growth and rising interest rates, and many economists believe that a global recession may begin in the near future. If the global economy slows, our business would likely be materially and adversely affected.

Risks Relating to this Offering and the Trading Market

After the completion of this offering, share ownership will remain concentrated in the hands of our management, who will continue to be able to exercise a direct or indirect controlling influence on us.

We anticipate that our directors and officers will together beneficially own approximately 49.48% of our Class A Ordinary Shares issued and outstanding after the completion of this offering, assuming the underwriters do not exercise their over-allotment option, or 48.9%, assuming the underwriters exercise their over-allotment option in full. As a result, our management, acting together, will have significant influence over all matters that require approval by our shareholders, including the appointment and removal of directors and approval of certain significant corporate transactions. Corporate action might be taken even if other shareholders, including those who purchase Class A Ordinary Shares in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our Company that other shareholders may view as beneficial.

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this offering, there has not been a public market for our Class A Ordinary Shares. We intend to apply to have our Class A Ordinary Shares listed on the Nasdaq Capital Market. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and the underwriters, and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

The price of our Class A Ordinary Shares could be subject to immediate and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those companies with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to immediate and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence the price of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering, upon completion of the offering you will incur immediate dilution of $[ ] per share, assuming an initial public offering price of $4.00, which is the lower end of the estimated range of the initial public offering price shown on the front cover of this prospectus. See “Dilution.” In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing and auditing of our consolidated financial statements for the fiscal years ended March 31, 2025 and 2024, we and our independent registered public accounting firm have identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB, and other control deficiencies. The material weaknesses identified included (i) a lack of sufficient skilled staff with International Financial Reporting Standards (“IFRS”) knowledge and SEC reporting knowledge for the purpose of financial reporting as well as a lack of formal accounting policies and procedures manual to ensure proper financial reporting in accordance with IFRS and SEC reporting requirements; and (ii) a lack of formal policies and procedures to establish risk assessment process and internal control framework.

Following the identification of the material weaknesses and control deficiencies, we have taken the following remedial measures: (i) engaging a firm providing internal audit function as well as engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control; and (ii) adopting directors’ resolutions to appoint independent directors, establish an audit committee, and strengthen corporate governance.

We plan to take additional remedial measures, including (i) hiring more qualified accounting personnel with relevant IFRS and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework; and (ii) implementing regular and continuous IFRS accounting and financial reporting training programs for our accounting and financial reporting personnel.

However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report following the completion of our initial public offering. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. We will incur additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 21,875,000 Class A Ordinary Shares are outstanding as of the date of this prospectus and 23,750,000 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering, if the underwriters do not exercise their over-allotment option, and 24,031,250 Class A Ordinary Shares will be outstanding immediately after the consummation of this offering, if the underwriters exercise their over-allotment option in full. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A Ordinary Shares.

We anticipate that we will use 80% of the net proceeds from this offering for expanding the geographic reach of our fiber-optic network and the remaining 20% for working capital needs. See “Use of Proceeds.” Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Class A Ordinary Shares.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently expect to qualify as a foreign private issuer immediately following the completion of this offering, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Because we are a foreign private issuer and are exempt from certain corporate governance standards established by the national securities exchanges that are applicable to U.S. issuers, you have less protection than you would have if we were a domestic issuer.

The Nasdaq rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the BVI, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, the Nasdaq rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the requirements of the Nasdaq rules in determining whether shareholder approval is required on such matters and to appoint a nominating and corporate governance committee. We may, however, consider following home country practice in lieu of the requirements under the Nasdaq rules with respect to certain corporate governance standards which may afford less protection to investors.

If we cannot continue to satisfy the listing requirements and other rules of the Nasdaq Capital Market, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market. It is a condition to the closing of this offering that our Class A Ordinary Shares qualify for listing on a national securities exchange. Following this offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.

If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:

Anti-takeover provisions in our articles of association may discourage, delay, or prevent a change in control.

Some provisions of our articles of association may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable, including, among other things, the following:

Additionally, under the laws of the BVI, our directors may only exercise the rights and powers granted to them under our articles of association for what they believe in good faith to be in the best interests of our Company and for a proper purpose.

Certain shareholders have entered into an acting-in-concert agreement, which may result in such shareholders exercising significant influence over our corporate decisions.

Dr. Mohamed bin Awang Lah and Leopold Chew Wee Chet, the shareholders of MAL 177 Sdn. Bhd. and Lifenet Solutions Sdn. Bhd., constitute the Concert Parties under the PAC Agreement, pursuant to which, each party has agreed to vote their respective shares in the Company in a coordinated manner (irrespective of each party’s shareholding percentage). Pursuant to such PAC Agreement, such shareholders will jointly vote on all matters that require decision of the shareholders and will take joint action in accordance with the outcome of such vote. In the event of deadlock, Dr. Mohamed bin Awang will control the vote. The PAC Agreement will continue to be effective until only one party thereto remains a shareholder of the Company. Furthermore, any transfer of shares by either party to the PAC Agreement is conditional upon the transferee agreeing to be bound by the PAC Agreement, unless otherwise waived in writing by the other party to the PAC Agreement.

As a result of the foregoing, the Concert Parties may be able to exercise significant influence over matters requiring shareholder approval. This concentration of control and coordinated voting arrangement may limit the ability of other shareholders to influence corporate matters, which could have the effect of delaying or preventing a change in control of our Company, and which may not be in the best interests of all shareholders. In addition, as the voting rights of the Concert Parties are exercised on a “one-vote-per-party” basis, meaning each party has one equal vote regardless of how many shares they hold, and Dr. Mohamed will control the vote in the event of a deadlock. Thus, one party may effectively have disproportionate influence over all shareholder decisions for as long as the PAC Agreement remains in effect.

Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.

Pursuant to the articles of association, our Board may, in its sole discretion, decline to register any transfer of any Ordinary Share which is not fully paid up or on which we have a lien; or in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred exceeds four. Class A Ordinary Shares listed on the Nasdaq Capital Market may, at our directors’ discretion, may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares listed on Nasdaq (including, but not limited to, the applicable Nasdaq listing rules). The transfer of a share is only effective once the name of the transferee is entered in the register of members (shareholders).

If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with the Depository Trust Company. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the Depository Trust Company systems.

Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile. See “Implications of Our Being an ‘Emerging Growth Company’.”

You may have difficulty enforcing judgments against us.

We are incorporated under the laws of the BVI as a business company limited by shares. Currently, all of our operations are conducted in Malaysia, and almost all of our assets are and will be located outside of the United States. In addition, almost all of our officers and directors are nationals and residents of a country other than the United States, and almost all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe we have violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us. Even if you are successful in bringing an action of this kind, the laws of the BVI and of Malaysia may not allow you to enforce a judgment against our assets or the assets of our directors and officers. See “Enforceability of Civil Liabilities.”

The laws of the BVI may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

Our corporate affairs are governed by our memorandum and articles of association (as amended from time to time), by the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law in the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands and from English common law. For example, under the rule established in the English case known as Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors subject to a number of limited exceptions. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the British Virgin Islands) are binding on a court in the British Virgin Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the British Virgin Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the British Virgin Islands has a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

British Virgin Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least seven days is required for the convening of any general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder, present in person or by proxy, holding not less than 50% of the votes of the shares entitled to vote at such meeting. Unless our directors decide otherwise by a resolution of directors, a shareholder may not attend or vote (in person or by proxy) at any meeting of shareholders (or class of shareholders), or sign or consent to any written resolution of shareholders (or class of shareholders), in respect of any share held by the shareholder unless all calls and other sums currently payable by the shareholder to the Company in respect of the share have been paid in full.

Recently introduced economic substance legislation of the BVI may adversely impact us or our operations.

The British Virgin Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union (the “EU”) as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (as amended, the “Substance Law”) came into force in the British Virgin Islands introducing certain economic substance requirements for British Virgin Islands “relevant entities” which are engaged in certain banking, insurance, fund management, financing and leasing, headquarters, shipping, holding company, intellectual property or distribution and service center business (being “relevant activities”) and are in receipt of gross income arising from relevant activities in any relevant financial period. In the case of business companies incorporated before January 1, 2019, the economic substance requirements apply for financial years commencing June 30, 2019.

The economic substance requirements that are imposed include that in-scope companies be directed and managed in the British Virgin Islands, have core income generating activities in the British Virgin Islands, and have an adequate level of employees, expenditures, and premises in the British Virgin Islands. Business companies that carry on holding company business (which means it only holds equity participations in other entities and only earns dividends and capital gains) will be subject to reduced substance requirements.

Based on the Substance Law and announced guidance currently issued, we are currently subject to limited substance requirements applicable to a pure equity holding company. At present, we are only required to confirm we comply with the BVI Act and that we have adequate premises and employees in the British Virgin Islands for passively holding or actively managing the equity participation, but to the extent we are required to increase our substance in the British Virgin Islands due to any regulatory change, it could result in additional costs. Although it is presently anticipated that the Substance Law (including the ongoing EU review of the British Virgin Islands’ implementation of such law), will have minimal material impact on us or our operations, as the legislation and guidance are new and remain subject to further clarification, adjustment, interpretation, and the EU review, it is not currently possible to ascertain the precise impact of these developments on us, for example, whether we could also be treated as carrying out “headquarter business” in the British Virgin Islands (despite our headquarters physically being in Malaysia). It is therefore possible that we may be subject to additional requirements under the Substance Law in the future. Should that occur, it is our intention to seek appropriate advice and take appropriate steps to ensure that we (to the extent we fall within the scope of the Substance Law) are fully compliant.

If we are classified as a passive foreign investment company (“PFIC”), United States taxpayers who own our Class A Ordinary Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Class A Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our 2025 taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed to be a PFIC, which could have adverse US federal income tax consequences for US taxpayers who are shareholders. We will make this determination following the end of any particular tax year.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Material Income Tax Considerations—United States Federal Income Taxation—Passive Foreign Investment Company Consequences.”

Our pre-IPO shareholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Class A Ordinary Shares.

21,875,000 Class A Ordinary Shares are issued and outstanding as of the date of this prospectus. Our pre-IPO shareholders may be able to sell their Class A Ordinary Shares under Rule 144 after the completion of this offering. See “Shares Eligible for Future Sale” below. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price, which could impact the trading price of our Class A Ordinary Shares following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

Our dual-class capital structure may adversely affect the trading market for our Class A Ordinary Shares.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. However, several shareholder advisory firms announced their opposition to the use of multiple-class structures. As a result, the dual-class structure of our Ordinary Shares may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains data related to the fiber-optic infrastructure industry. This industry data includes projections that are based on a number of assumptions which have been derived from industry and government sources which we believe to be reasonable. The fiber-optic infrastructure industry may not grow at the rate projected by industry data, or at all. The failure of the industry to grow as anticipated is likely to have a material adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the rapidly changing nature of the fiber-optic infrastructure industry subjects any projections or estimates relating to the growth prospects or future condition of our industry to significant uncertainties. Furthermore, if any one or more of the assumptions underlying the industry data turns out to be incorrect, actual results may, and are likely to, differ from the projections based on these assumptions.

ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated under the laws of the British Virgin Islands because there are certain benefits associated with being a British Virgin Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions, and the availability of professional and support services. The British Virgin Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States.

Substantially all of our assets are located in Malaysia. In addition, almost all of our directors and officers are nationals or residents of Malaysia and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Our counsel with respect to the laws of the British Virgin Islands and our counsel with respect to Malaysia law have advised us that there is uncertainty as to whether the courts of the BVI or Malaysia would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the BVI or Malaysia against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have been advised by Ogier, our counsel as to the laws of the BVI that the BVI does not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the BVI. We have also been advised that a final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the BVI under the common law doctrine of obligation.

Teh & Lee, our Malaysian legal counsel, has further advised us that there are currently no statutes, treaties, or other forms of reciprocity between the United States and Malaysia providing for the mutual recognition and enforcement of court judgments. Under Malaysian laws, a foreign judgment cannot be directly or summarily enforced in Malaysia. The judgment must first be recognized by a Malaysian court either under applicable Malaysian laws or in accordance with common law principles. For Malaysian courts to accept the jurisdiction for recognition of a foreign judgment, the foreign country where the judgment is made must be a reciprocating country expressly specified and listed in the Reciprocal Enforcement of Judgments Act 1958, Maintenance Orders (Facilities for Enforcement) Act 1949 or Probate and Administration Act 1959. As the United States is not one of the countries specified under the statutory regime where a foreign judgment can be recognized and enforced in Malaysia, a judgment obtained in the United States may still be enforced pursuant to common law principles by commencing fresh proceedings in a Malaysian court. The requirements for a foreign judgment to be recognized and enforceable in Malaysia are: (i) the judgment must be a monetary judgment; (ii) the foreign court must have had jurisdiction accepted by a Malaysian court; (iii) the judgment was not obtained by fraud; (iv) the enforcement of the judgment must not contravene public policy in Malaysia; (v) the proceedings in which the judgment was obtained were not opposed to natural justice; and (vi) the judgment must be final and conclusive.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $5.00 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us, of approximately $[   ] million if the underwriters do not exercise their over-allotment option, and $[ ] million if the underwriters exercise their over-allotment option in full.

We plan to use the net proceeds we receive from this offering for the following purposes:

Each $1.00 increase (decrease) in the assumed initial public offering price of $[   ] per Class A Ordinary Share would increase (decrease) the net proceeds to us from this offering by approximately $[   ], or approximately $[   ] if the underwriters exercise their over-allotment option in full.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

As of the date of this prospectus, neither of our subsidiaries has made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. Any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurance that any dividends may be declared and paid in the future.

Subject to the BVI Act and our memorandum and articles of association, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think appropriate if they are satisfied, on reasonable grounds, that immediately following the dividend payment the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due (the “Solvency Test”). There is no further British Virgin Islands statutory restriction on the amount of funds which may be distributed by us by dividends.

If, after a dividend is authorized (but before it is paid), our board of directors cease to be satisfied (on reasonable grounds) that the Company will be able to satisfy the Solvency Test after the dividend is paid, then such dividend is deemed not to have been authorized. The directors must notify each shareholder of any dividend authorized by them and no interest accrues on any dividend. If a shareholder fails to claim any dividend for three years after the date on which it was authorized by the directors, the directors may decide by a resolution of directors that the dividend is forfeited for the benefit of the Company.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Malaysia subsidiary, Neutrans Malaysia. Under the Malaysian Companies Act 2016, dividends must be paid out of profit and no dividend shall be paid out if the payment will cause the company to be insolvent. The company, each officer and any other person or individual who contravene this provision commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding RM3,000,000.00 or to both. For the purpose of determining whether a Malaysian company satisfies the solvency test, a company is regarded as solvent if it is able to pay its debts as and when the debts become due within 12 months immediately after the distribution is made.

Additionally, in the event that Neutrans Malaysia incurs debt on its own behalf in the future, the instruments governing the debt may restrict such entity’s ability to pay dividends or make other distributions to us.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Malaysia is under a single-tier tax system. Dividends are generally exempt from income tax in the hands of shareholders, except where a 2 % tax applies to individuals on annual Malaysian-sourced dividend income exceeding RM100,000.00. Our Malaysia subsidiary, Neutrans Malaysia, is not required to deduct tax from dividends paid to its shareholder, Neutrans Holdings, and no tax credits will be available for offsetting against the recipient’s tax liability. Further, Malaysia does not impose any withholding tax (i.e., 0%) on dividends paid by Malaysian companies to non-residents. Hence, Neutrans Malaysia is not required to withhold any sum from its dividends for tax withholding purposes. See “Material Income Tax Considerations—Malaysian Enterprise Taxation.”

EXCHANGE RATE INFORMATION

Our business is conducted by our subsidiary, Neutrans Malaysia in Malaysia using RM as functional currency and we maintain our books and records in RM. Capital accounts of our financial statements are translated into U.S. dollars from RM at their historical exchange rates when the capital transactions occurred using the noon middle rate published in Exchange Rate of Bank Negara Malaysia.

Translations of balance in the statement of financial position, statement of profit or loss and other comprehensive income, statement of changes in shareholders’ equity and statement of cash flows from RM into USD as of March 31, 2025 are solely for the convenience of the readers and are calculated at the evening middle rate of USD1.00 = RM4.4320 as of March 28, 2025, as published by the Central Bank of Malaysia on its Exchange Rates’ website https://www.bnm.gov.my/exchange-rates. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2025:

If the underwriters’ over-allotment option is not exercised, a $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share (the lower end of the estimated range of the initial public offering price shown on the front cover of this prospectus) would increase (decrease) each of additional paid-in capital, total shareholders’ equity, and total capitalization by approximately $4,246,000, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, the non-accountable expense allowance and estimated expenses payable by us.

If the underwriters’ over-allotment option is exercised in full, a $1.00 increase (decrease) in the assumed initial public offering price of $4.00 per share (the lower end of the estimated range of the initial public offering price shown on the front cover of this prospectus) would increase (decrease) each of additional paid-in capital, total shareholders’ equity, and total capitalization by approximately $5,108,500, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, the non-accountable expense allowance and estimated expenses payable by us.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the offering price per share of our Class A Ordinary Shares in this offering and the net tangible book value per share of the Class A Ordinary Shares upon completion of this offering. Dilution results from the fact that the offering price per share is substantially in excess of the net tangible book value per share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A Ordinary Shares is entitled to one vote per Class A Ordinary Share and each Class B Ordinary Share is entitled to 20 votes per Class B Ordinary Share. Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. Class A Ordinary Shares are not convertible into shares of any other class. As of the date of this prospectus, no Class B Ordinary Shares are issued and outstanding.

Our net tangible book value as of March 31, 2025 was $3,389,414, or $0.15 per share of Class A Ordinary Shares and Class B Ordinary Shares. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Class A Ordinary Share (as adjusted for this offering) from the offering price (the lower end of the estimated range of the offering price shown on the front cover of this prospectus) and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us. Because Class A Ordinary Shares and Class B Ordinary Shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares.

After giving effect to our sale of 1,250,000 Class A Ordinary Shares offered in this offering based on an assumed initial public offering price of $4.00 per share, which is the lower end of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deduction of the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2025, would have been $6,485,414, or $0.28 per outstanding share. This represents an immediate increase in net tangible book value of $0.13 per Class A Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $3.72 per Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

The following tables summarize, on a pro forma as adjusted basis as of March 31, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated underwriting discounts, the non-accountable expense allowance and the estimated offering expenses payable by us.

The pro forma as adjusted information as discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at the pricing.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

Neutrans Malaysia was established on April 8, 2011, as a private company limited by shares organized under the laws of Malaysia.

In contemplation of this offering, we completed the Reorganization in the following steps: 

The following chart illustrates our corporate structure upon completion of this offering, based on 21,875,000 Class A Ordinary Shares issued and outstanding as of the date of this prospectus and 1,875,000 Class A Ordinary Shares to be sold in this offering, assuming no exercise of the underwriters’ over-allotment option. For more details on our corporate history, please refer to “Corporate History and Structure.”

For more information on our corporate history, please refer to “Corporate History and Structure.”

MAL 177 Sdn. Bhd. (Company No.: 201101011544 (939677-A)) is a company incorporated in Malaysia on April 8, 2011, having its business address at Unit B-1-08, First Floor Coplace 1, 2270 Jalan Usahawan 2, Cyber 6, Cyberjaya, 63000 Selangor. Its ultimate control person is Dr. Mohamed bin Awang Lah, our CEO, Director, and Chairman of the Board.

GOLDMUND INC. (BVI Company No. 2173071) is a company incorporated in the BVI on March 26, 2025, having its business address at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Jamaludin bin Mohd Nor, our CFO nominee.

Grandhill Partners Ltd (BVI Company No. 2165202) is a company incorporated in the BVI on December 13, 2024, having its business address at Vistra Corporate Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. Its ultimate control person is Lee Chee Seng, a third-party individual.

Lifenet Solutions Sdn. Bhd. (Company No.: 202301045610 (1539525-W)) is a company incorporated in Malaysia on November 17, 2023, having its business address at No. 5, Tingkat 1, Jalan Nagasari 23, Segamat Baru, 85000 Segamat, Johor. Its ultimate control person is Leopold Chew Wee Chet, our director nominee.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

The Group comprise of Neutrans Inc., ultimate holding company, Neutrans Holdings, intermediate holding company, and Neutrans Malaysia.

We are a fiber-optic infrastructure provider based in Cyberjaya, Malaysia, offering internet connection solutions through four business units: fiber core leasing, fiber duct sales, IRU Agreements, and operation and maintenance services. Our products and services support high-bandwidth applications such as internet connection, data center interconnection, enterprise networking, and trunk connectivity. Our primary sources of revenue for the last two fiscal years come from leasing income from fiber core (which is also referred to as “dark fiber” when unlit) and non-recurring revenue from fiber duct sales. For the fiscal years ended March 31, 2025 and 2024, revenue from fiber core leasing and fiber duct sales, collectively, contributed approximately 94.1% and 84.9% of our total revenue, respectively.

Leveraging our NFP license and NSP license, which licenses authorize us to own, lease, and install fiber-optic infrastructure, we own and operate approximately 80 kilometers of fiber ducts in Cyberjaya. Our goal is to become Malaysia’s leading neutral fiber-optic infrastructure provider by continuing to expand our network and customer base. See “Business—Our Business” and “Business—Established Technology Advantage and a Closed-Loop Product Portfolio to Capture Market Growth.”

For the fiscal year ended March 31, 2025 and 2024, we generated revenue of RM11,666,991 (USD2,632,444) and RM7,286,585, respectively. Over the same years, our net income was RM6,143,889 (USD1,386,257) and RM1,949,668, respectively. 

Critical Accounting Policies, Judgements and Estimates

Basis of presentation

The accompanying financial statements have been prepared in accordance with the provisions of the IFRS issued by the International Accounting Standards Board (“IASB”) and applicable rules and regulations of the SEC.

Use of estimates and assumptions

In preparing the financial statements, management has made judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Estimates are based on historical experience and other factors, including expectations about future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.

Management is of the opinion that there are no instances of application of judgement expected to have a significant effect on the amounts recognized in the financial statements.

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the fiscal year that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are discussed below.

Useful lives of plant and equipment

The Group’s management determines the estimated useful lives and related depreciation charges for the Group’s plant and equipment with reference to the estimated periods that the Group intends to derive future economic benefits from the use of these assets. Management performs periodic review of the estimated useful lives of plant and equipment and will revise the depreciation charges where estimated useful lives are different than those previously estimated.

Impairment of trade receivables and contract assets

The Group’s management uses the simplified approach to estimate a lifetime expected credit loss allowance for trade receivables and contract assets. The management develops the expected loss rates based on the payment profiles of past sales and the corresponding historical credit losses, and adjusts for qualitative and quantitative reasonable and supportable forward-looking information. If the expectation is different from the estimation, such difference will impact the carrying value of trade receivables and contract assets.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

On consolidation the entities should be combined for all periods that the relationship of common control started and the transaction would be treated as a capital transaction with any gain or loss on acquisition adjusted through equity. The combined entity would not recognize any goodwill and/or gain/losses from the acquisition and results of operations would be presented for all periods under common control.

The consolidated financial statements of the Company were prepared by applying the pooling of interest method. Accordingly, the results of the Company include the results of the subsidiaries for the fiscal years ended March 31, 2025 and 2024. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established.

Convenience translation

Translations of balance in the consolidated statements of financial position, consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows from RM into USD as of March 31, 2025 are solely for the convenience of the readers and are calculated at the evening middle rate of USD1.00 = RM4.4320 as of March 28, 2025, as published by the Central Bank of Malaysia on its Exchange Rates’ website https://www.bnm.gov.my/exchange-rates. No representation is made that the RM amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

Risks and uncertainties

The Group’s business, financial condition, and results of operations are subject to the political, economic, legal, and social conditions in Malaysia, where its main operations are located. Any adverse changes in these conditions may negatively affect the Group’s performance. Although the Group has not experienced losses as a consequence of such factors and believes that it is in compliance with existing laws and regulations, including those laws and regulations bearing on the organization and structure of the Group and its constituents, such experience may not be indicative of future results. 

Results of Operations

The following table sets forth a summary of our results of operations for the periods indicated, both in RM amount and as a percentage of its total revenue, with the last period presented in USD as well.

Revenue

The following table sets forth our revenue stream for the periods indicated.

Comparison of fiscal years ended March 31, 2025 and 2024

We generate revenue through (i) fiber core leasing, (ii) operation and maintenance, (iii) IRU Agreements, and (iv) fiber duct sales. Our revenue was primarily attributable to fiber core leasing and fiber duct sales which, collectively, contributed 94.1% and 84.9% to our total revenue for the year ended March 31, 2025 and 2024, respectively.

Overall, our revenue has increased by RM4,380,406, or 60.1%, from the fiscal year ended March 31, 2024 to the fiscal year ended March 31, 2025. This growth was primarily driven by fiber duct sales under Package B, which involves the AIMS Cyberjaya–TPM–AIMS Kuala Lumpur fiber duct construction route, and a non-recurring sale of readily available fiber ducts to Eaxin. In addition, revenue from fiber core leasing increased, supported by a rise in the number of users from 30 to 33 during the fiscal year ended March 31, 2025, reflecting growing demand for connectivity services.

Fiber Core Leasing

We lease fiber core/dark fiber to customers who need connections to a data center in Cyberjaya. For the fiscal years ended March 31, 2025 and 2024, fiber core leasing represented the second largest proportion of our total revenue, representing 28.1% and 29.2%, respectively.

Other than fiber core leasing, we also generated revenue from the fiber duct sales. For the fiscal years ended March 31, 2024, fiber duct sales were mainly attributed to a non-recurring sale of two readily available fiber ducts to MSA, amounting to RM4,060,000. This transaction increased total revenue and reduced the proportion of revenue contributed by the fiber core leasing. For the fiscal year ended March 31, 2025, fiber duct sales were derived from both the fiber duct sales under Package B, which involves the AIMS Cyberjaya–TPM–AIMS Kuala Lumpur fiber duct construction route, and a non-recurring sale of a readily available fiber duct to Eaxin, amounting to RM3,200,202 and RM4,500,000, respectively. As a result, the fiber core leasing continued to grow while maintaining its position as the second-largest contributor to total revenue.

The fiber core leasing unit has grown significantly, with a revenue increase of RM1,148,737, or 54.0%, to RM3,277,314 for the fiscal year ended March 31, 2025, compared to RM2,128,577 for the fiscal year ended March 31, 2024. Accordingly, the average revenue per customer increased from RM70,953 to RM99,313 from the year ended March 31, 2024, to the fiscal year ended March 31, 2025. This growth was mainly due to an increase in new customers in Cyberjaya, which contributed additional revenue totaling RM169,728. Existing customers with higher demand for fast internet connections, and the expansion of dark fiber networks in key areas of Cyberjaya also contributed significant growth of RM979,009 in revenue.

For the fiscal year ended March 31, 2025, the number of customers with leasing agreements increased from 30 to 33. This net increase reflects the addition of five new customers and (despite the departure of two existing customers). The new customers included prominent operators in Malaysia’s telecommunication industry. We believe that an increasing number of customers in our portfolio may significantly boost our revenue through diversified revenue streams and increased scale and utilization of our fiber-optic infrastructure.

Operation and Maintenance

We provide two types of operation and maintenance services: monthly service and one-time service. Customers have the option to choose whether they require these services. The services primarily include regular inspections, repairs, system upgrades, and monitoring to prevent issues and ensure smooth operation. The monthly service is ongoing over time, while the one-time service is provided at a specific point in time.

For the fiscal year ended March 31, 2025, revenue from operation and maintenance was RM275,700, comprising 2.4% of total revenue. This marks a decrease of RM484,706, or 63.7%, from RM760,406 for the fiscal year ended March 31, 2024. The decline of revenue from operation and maintenance was mainly due to the decrease of one-time services requested by customers. The revenue generated from one-time services was RM40,527 and RM475,996 for the fiscal year ended March 31, 2025 and March 31, 2024, respectively.

The operation and maintenance revenue for the fiscal year ended March 31, 2025 and the fiscal year ended March 31, 2024, excluding one-time services, amounted to RM235,173 and RM284,410, respectively. The decrease was mainly attributable to the timing of revenue recognition for a recurring customer. Although the customer was billed for a full year of services in both fiscal years, only part of the current fiscal year’s billing was recognized as revenue, with the remainder to be reflected in future periods. This decrease was partially offset by an increase in operation and maintenance revenue arising from new IRU Agreements.

IRU Agreements

Revenue from IRU Agreements comes from long-term fiber core leasing charges. These agreements typically last between 10 and 25 years. The IRU Agreement grants customers exclusive rights to use identified fiber cores within the Group’s fiber-optic infrastructure, without transferring ownership. Customers have full control over the use of the leased fibers, including determinations when and how they are lit. The Group retains ownership of the infrastructure and does not have a right to substitute the leased fibers. As such, these arrangements meet the definition of a lease under IFRS 16 and are classified as operating leases. In contrast, fiber core leasing is typically short-term and does not involve a clearly identified asset or grant the customer control over its use. As such, it does not meet the definition of a lease under IFRS 16 and is instead accounted for under IFRS 15.

Revenue from IRU Agreements increased by RM76,173, or 22.6%, from the fiscal year ended March 31, 2024, to the year ended March 31, 2025. The increase was mainly attributable to a new IRU Agreement that commenced in December 2024, under which revenue was progressively recognized based on the terms of the agreement for the use of fiber-optic infrastructure.

Fiber duct sales

Revenue from fiber duct sales is typically generated through various phases of the project’s lifecycle. We identify the performance obligation from the contract with customer and recognize the revenue either at point in time or over time in accordance with IFRS “15 Revenue from Contract with Customers.”

On August 18, 2023, we have awarded a contract by a customer to conduct the survey, design, deployment, and implementation of civil infrastructure and a fiber-optic cabling system for Package A and Package B, including operation and maintenance for a period of 25 years. The performance obligation as specified in the customer contract divided into three performance obligations which are (1) deployment of telecommunication facility–Package A, (2) deployment of telecommunication facility–Package B, and (3) provision of annual operation and maintenance services to the customer.

For Package A, we have delivered two readily available fiber ducts to MSA. Revenue of RM4,060,000 was recognized at a point in time during the year ended March 31, 2024, when control of the ducts was transferred to the customer.

For Package B, which involves civil works, milling and paving activities, revenue is recognized over time by reference to the stage of completion using the input method, based on actual costs incurred relative to total estimated project costs. As of March 31, 2025, the estimated percentage of completion for Package B was 40.3%, and revenue of RM3,200,202 (USD722,067) was recognized for the fiscal year ended March 31, 2024.

In addition to the above, during the fiscal year ended March 31, 2025, we completed a non-recurring delivery of a readily available fiber duct to Eaxin, for which revenue of RM4,500,000 was recognized at a point in time upon delivery.

Connectivity fees

Connectivity fees are related to the Group’s fiber core leasing activities. For the fiscal year ended March 31, 2024, the connectivity fees included a non-recurring connectivity fee of RM2,000,000. This fee was initially incurred in anticipation of fulfilling a contract with a customer. However, the contract was subsequently terminated, the cost became non-recoverable and was fully recognized as part of the cost for the fiscal year end March 31, 2024. After excluding the non-recurring connectivity fee, the cost incurred in the year ended March 31, 2025 and 2024 was RM230,544 (USD52,018) and RM174,514 , which was billed to us on a monthly basis. This increase is primarily due to onboarding of new customers for fiber core leasing.

Subcontractor fees

Subcontractor fees are associated with the fiber duct sales under Package B. Subcontractor fees increased by RM342,968, to RM342,968 (USD77,384) for the year ended March 31, 2025, compared to nil for the fiscal year ended March 31, 2024. The subcontractor fees recognized during the year ended March 31, 2025 reflect the civil works delivered to us to date. The increase was primarily because such civil work only took place during the year ended March 31, 2025.

Cost of disposal of plant and equipment

The cost of disposal of plant and equipment is associated with a separate non-recurring sale of ducts to Eaxin during the fiscal year ended March 31, 2025 and the fiber duct sales under Package A to MSA during the fiscal year ended March 31, 2024. The cost of disposal of plant and equipment decreased by RM14,468, to RM141,821 (USD31,999) in the fiscal year ended March 31, 2025, compared to RM156,289 in the fiscal year ended March 31, 2024. This decrease was primarily due to the fiber ducts sold in the fiscal year ended March 31, 2025, being located in a different area where the associated disposal costs were lower compared to those incurred in the fiscal year ended March 31, 2024.

Employee benefits expenses

Employee benefit expenses comprise staff and directors’ salaries, bonuses, social security contributions, defined contribution plan and contributions to the employee insurance system. As a percentage of total revenue, employee benefit expenses decreased by 3.2%, to 7.9% for the fiscal year ended March 31, 2025, compared to 11.1% for the fiscal year ended March 31, 2024. Employee benefits expense increased by RM117,863, to RM923,345 (USD208,336) for the fiscal year ended March 31, 2025, compared to RM805,482 for the fiscal year ended March 31, 2024. The increase was mainly due to the appointment of a new director, Leopold Chew Wee Chet, in the final month of the fiscal year ended March 31, 2024, and a subsequent increase in staff headcount from seven to nine during the fiscal year ended March 31, 2025. Despite the higher employee costs, the expenses accounted for a smaller proportion of revenue, as total revenue grew at a faster rate, primarily driven by higher fiber duct sales.

Depreciation of plant and equipment

Depreciation of plant and equipment refers to the depreciation charges of furniture and fittings, renovation, computers, IT equipment, and fiber-optic infrastructure. Depreciation of plant and equipment increased by RM122,605, to RM488,527 (USD110,227) for the year ended March 31, 2025, compared to RM365,922 for the fiscal year ended March 31, 2024. This increase was mainly due to higher additions of fiber-optic infrastructure.

Depreciation of right-of-use assets

Depreciation of right-of-use assets refers to the depreciation charges for office leases. Depreciation of right-of-use assets decreased by RM3,694, to RM31,381 (USD7,081) for the fiscal year ended March 31, 2025, compared to RM35,075 for the fiscal year ended March 31, 2024. This decrease was primarily due to the early termination of an office lease in the Central Region, as the business shifts its focus to Cyberjaya.

Other operating expenses

Other operating expenses include mainly auditors’ remuneration, license fees, professional fees, staff refreshments, repair and maintenance expenses, consultation service fees, short term lease payments and other miscellaneous items. As a percentage of our total revenue, other operating expenses decreased by 5.2%, to 9.9% for the fiscal year ended March 31, 2025, compared to 15.1% for the fiscal year ended March 31, 2024. Other operating expenses increased by RM54,810, to RM1,156,943 (USD261,043) for the year ended March 31, 2025, compared to RM1,102,133 for the fiscal year ended March 31, 2024. This increase was primarily driven by higher professional fees incurred for corporate planning and strategic consultancy services, which were engaged to support the Group’s business growth and fiber-optic infrastructure development activities during the fiscal year ended March 31, 2025.

Finance costs

Finance costs primarily consist of accrued interest on term loans and lease liabilities. The finance costs increased by RM9,630, to RM28,803 (USD6,499) for the fiscal year ended March 31, 2025, compared to RM19,173 for the fiscal year ended March 31, 2024. The increase was mainly due to higher finance costs on the term loans and the lease interest arising from our new tenancy arrangement.

Profit from operations

Profit from operations serves as a key indicator of the Group’s core operating performance, as it reflects the results of business activities before accounting for non-operating income. As a percentage of our total revenue, profit from operations increased by 35.7%, to 71.3% for the fiscal year ended March 31, 2025, compared to 35.6% for the fiscal year ended March 31, 2024. Profit from operations increased by RM5,718,599, to RM8,307,084 (USD1,874,343) for the fiscal year ended March 31, 2025, compared to RM2,588,485 for the fiscal year ended March 31, 2024.

The increase in profit from operations was primarily driven by higher revenue from fiber duct sales, which included RM3,200,202 from Package B, which involves civil works, milling and paving activities and a non-recurring sale related to one readily available fiber duct amounting to RM4,500,000. These revenue contributions more than offset the absence of a one-off revenue recognition of RM4,060,000 recorded in March 2024 related to the sale of two readily available fiber ducts. Additionally, the current fiscal year the Group did not incur the non-recurring connectivity fee of RM2,000,000 that was recognized in the fiscal year ended March 31, 2024. The overall increase in profit was partially offset by higher other operating expenses, subcontractor fees, employee benefit expenses, and depreciation charges, which were in line with the Group’s ongoing business expansion and scaling of operations.

Other income

Other income is comprised solely of interest income from financial institutions and miscellaneous income for the fiscal year ended March 31, 2025 and 2024.

Tax expenses

Our income tax expenses consists of current income taxation and deferred income tax credit or charge. Domestic income tax is calculated at the Malaysian statutory income tax rate of 24.0% of the estimated assessable results for the fiscal year ended March 31, 2025 and 2024.

Our income tax expenses increased by RM1,527,189, or 235.0%, to RM2,177,109 (USD491,225) in the fiscal year ended March 31, 2025, compared to RM649,920 in the fiscal year ended March 31, 2024. This increase is generally consistent with the growth in profit for the year.

Our effective tax rates were 26.2% and 25.0% for the fiscal year ended March 31, 2025 and 2024, respectively. For the fiscal years ended March 31, 2025 and 2024, the fluctuation was mainly due to certain other non-tax deductible expenses such as compound or penalty, depreciation for non-qualifying expenditures, professional fees, repair and maintenance expenses, cost of disposal of plant and equipment and incorporation expense.

The tax expense as a percentage of adjusted profit before income tax is presented as a supplemental disclosure because it is used by us to analyze the fluctuation of income tax expenses. However, adjusted profit before income tax is a non-IFRS financial measure and should not be considered in isolation or construed as an alternative to profit before income tax as an indicator normally included in IFRS-based financial results.

Adjusted profit before income tax is derived by excluding certain non-deductible expenses that are disallowed under local tax regulations. These adjustments include professional fees related to consultancy services that are disallowed for tax deduction purposes, repair and maintenance expenses that do not qualify for tax deductions, deprecation on non-qualifying capital expenditures that do not attract tax allowance, cost of disposal of plant and equipment, incorporation expense and other permanently disallowed items such as compound or penalty and disbursement charges. Adjusting for these items helps to more accurately reflect taxable profit, thereby enabling a clearer and more consistent comparison of tax expense and effective tax rates for both the fiscal year ended March 31, 2025 and 2024.

The following table provides a quantitative reconciliation of adjusted profit before income tax to its most directly comparable IFRS measurement, profit before income tax:

Net income

As a result of the foregoing, our net income increased by RM4,194,221 or 215.1%, to RM6,143,889 (USD1,386,257) for the fiscal year ended March 31, 2025, compared to RM1,949,668 for the fiscal year ended March 31, 2024.

Liquidity and Capital Resources

Our accounts have been prepared assuming that we will continue on a going concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. Our ability to continue as a going concern depends upon aligning sources of funding (debt and equity) with the expenditure requirements and repayment of the short-term debt facilities, if any, as and when they fall due.

We have considered whether there is substantial doubt about our ability to continue as a going concern. As of March 31, 2025, we were in a net current assets position of RM5,046,297 (USD1,138,604). Cash flow from operations has been utilized to finance the working capital requirements of the Group. As of March 31, 2025, we had positive cash flow from operating activities of RM3,397,254 (USD766,528). Our operating profits were RM9,030,661 (USD2,037,603) as of March 31, 2025 and we had a positive balance of RM503,530 (USD113,612) in cash and cash equivalents, which is unrestricted as to withdrawal and use as of March 31, 2025. In view of these circumstances, the management has considered the Group’s future liquidity and operational performance and concluded that it has sufficient financial resources to continue as a going concern.

Loan Agreement with Maybank Islamic Berhad

Under a loan agreement dated June 27, 2023, with Maybank, Neutrans Malaysia obtained a financing facility in the principal amount of RM400,000, subject to adjustment at Maybank’s discretion, bearing interest at 7.65% per annum. The facility has a term of nine years from the date of loan disbursement and is repayable by equal monthly installments of RM5,136.00. Maybank’s sale price under this arrangement is RM644,808.44, representing the aggregate principal and profit payable over the financing period. The loan agreement with Maybank specifies certain covenants, including, in particular, that Neutrans Malaysia will not decrease or increase its share capital or pay dividends without Maybank’s consent.

The loan is secured by guarantees from the following guarantors: (i) Syarikat Jaminan Pembiayaan Perniagaan Berhad, pursuant to the Pemulih Government Guarantee Scheme-i; (ii) individual guarantors providing joint and several liability, namely, Mohamed Bin Awang Lah, Nur Liyana Binti Mohamed, and Chew Haw Khiong; and (iii) corporate guarantors, namely, MAL 177 Sdn. Bhd., Kejuruteraan Tangkas Sdn. Bhd., and Modal Seia Enterprise Sdn. Bhd. The loan is further secured and constituted, by, among other things, the Asset Sale Agreement providing the Shariah-compliant commodity-based underlying asset, and the guarantee letter issued by Syarikat Jaminan Pembiayaan Perniagaan Berhad under the Pemulih Government Guarantee Scheme-i, securing 80% of the loan amount, and together with the joint and several guarantees executed by the three individual guarantors, permit Maybank to pursue enforcement against any or all of them for the entirety of the outstanding obligations.

Loan covenant breaches

In October 2023, Neutrans Malaysia increased its share capital without first obtaining Maybank’s consent, as required under the loan agreement. In addition, in December 2024, Neutrans Malaysia declared and paid a dividend without obtaining prior approval from Maybank, as required under such loan agreement.

Impact of covenant breach

According to the loan agreement, in the event of default, Maybank may exercise various remedies, including termination and acceleration of payment, whereby it may immediately cancel the facility and declare all outstanding amounts due and payable. Maybank may also enforce guarantees and impose default profit rates and late payment charges. Should Maybank elect to enforce these rights, including acceleration or enforcement of security, it could materially impact our liquidity and financial condition.

As of the date of this prospectus, Maybank has neither declared a default under the loan agreement, nor exercised its right to demand immediate repayment. However, in accordance with IAS 1, Presentation of Financial Statements, the outstanding loan balance has been reclassified as a current liability in our financial statements.

As of March 31, 2025, the loan balance of RM342,175 (USD77,206) represents a significant portion of our current liabilities. However, the Group continues to maintain a net current asset position of RM5,046,297 (USD1,138,604) and had unrestricted cash and cash equivalents of RM503,530 (USD113,612). Furthermore, we generated positive operating cash flow of RM3,397,254 (USD766,528) and an operating profit of RM9,030,661 (USD2,037,603) as of March 31, 2025, which demonstrates our ability to meet short-term financing obligations, including the reclassified loan amount, without the need for immediate refinancing.

Steps taken toward waiver

The Group has conducted ongoing discussions with Maybank Islamic Berhad regarding a waiver for the covenant breaches and has submitted a formal request therefor on August 13, 2025. On August 27, 2025, Maybank informed the Group that it is actively reviewing the request seeking approval for the waiver of covenant breaches, and is considering the acceptance of a corporate guarantee from Neutrans Holdings.

While the waiver has not yet been issued, management believes, based on its payment history, dialogue to date, and its long-standing relationship with Maybank, that a waiver or an amended covenant structure is likely to be obtained in due course. As of March 31, 2025, the outstanding loan balance amounted to RM340,000, which is not material to the Group’s overall financial position.

Alternative sources of fundings

The Group maintains a strong net current asset position and healthy operating cash flows, which it believes will be sufficient to meet its short-term obligations, including the reclassified loan. Accordingly, the Group does not currently anticipate the need to secure alternative funding sources.

In view of these circumstances, the management has considered the Group’s future liquidity and operational performance and concluded that it has sufficient financial resources to continue as a going concern.

Ability to undertake additional debt or equity financing

Pursuant to the terms of the loan agreement with Maybank, the Group is restricted from incurring, assuming, guaranteeing, or permitting to exist any other indebtedness, or altering its authorized or issued capital, without the prior written consent of Maybank. The loan agreement also prohibits the Group from declaring or paying dividends to its shareholders if there are any monies due and payable under the agreement. Accordingly, the Group’s ability to undertake further debt or equity financing is subject to prior written consent of Maybank.

As of March 31, 2025, the outstanding loan balance amounted to RM340,000, which is fully covered by the Group’s available bank balances. Accordingly, management does not expect these covenants to have any material adverse impact on the Group’s ability to raise additional debt or equity financing from Maybank or other potential lenders. The only limitation the Group anticipates to future borrowing is the requirement to obtain prior written consent from Maybank, and, based on ongoing discussions with Maybank, the Group’s payment history, and the Group’s historical relationship with it, management believes such consent would be reasonably expected to be obtained if needed.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the periods indicated.

Operating Activities

For the fiscal year ended March 31, 2025, we generated net cash from operating activities of RM3,397,254 (USD766,528), which primarily resulted from our net income of RM6,143,889 (USD1,386,257), as adjusted for non-cash items and changes in operating activities. Adjustments for non-cash items consisted of depreciation of plant and equipment, depreciation of right-of-use assets, written off of plant and equipment, cost of disposal of plant and equipment, impairment loss on trade receivables, and interest expenses.

For the fiscal year ended March 31, 2024, we generated net cash from operating activities of RM3,287,873, which primarily resulted from our net income of RM1,949,668, as adjusted for non-cash items and changes in operating activities. Adjustments for non-cash items consisted of depreciation of plant and equipment, depreciation of right of use assets, cost of disposal of plant and equipment, gain on lease termination, impairment loss on trade receivables and interest expense.

The increase in net cash generated from operating activities for the fiscal year ended March 31, 2025, by RM109,381, as compared to the fiscal year ended March 31, 2024, is primarily a result of:

Investing Activity

For the fiscal year ended March 31, 2025 and 2024, net cash used in investing activity amounted to RM5,916,327 (USD1,334,911) and RM2,580,277 respectively, primarily reflecting the purchase of computers and information technology equipment, capitalized renovation cost and the capitalization of fiber-optic infrastructure assets.

Financing Activities

For the fiscal year ended March 31, 2025, net cash generated from financing activities amounted to RM2,909,002 (USD656,363), primarily due to proceeds from the issuance of Class A Ordinary Shares by Neutrans Malaysia totaling of RM4,000,000 (USD902,527). This was partially offset by the net repayment of term loan installments of RM38,131 (USD8,604), repayment to directors (Dr. Mohamed Bin Awang Lah and Leopold Chew Wee Chet) amounting to RM161,559 (USD36,453), repayment to corporate shareholders of RM3,016 (USD680), net repayment of lease liabilities of RM28,273 (USD6,379) and dividend payments to original shareholders prior to the completion of the Reorganization totaling of RM860,019 (USD194,048).

For the fiscal year ended March 31, 2024, net cash used in financing activities amounted to RM715,973, primarily due to repayment to a related party of RM1,078,391 and repayment of lease liabilities totaling of RM32,888, partially offset by proceeds from a term loan draw of RM380,306 and from the issuance of Class A Ordinary Shares of RM15,000.

Off Balance Sheet Arrangements

As of March 31, 2025 and 2024, we had no off-balance sheet financing arrangements.

Contractual Commitments

The Company has committed to the following as of the date of this prospectus:

Concentration of Credit Risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Company’s credit risk, is primarily attributable to its cash and cash equivalents, trade receivables and other receivables.

As of March 31, 2025, the Group had two (as of March 31, 2024: three) customers that accounted for 90.2% (as of March 31, 2024: 60.7%) of the Group’s total gross trade receivables. In order to minimize the credit risk, the management has delegated a team responsible for determination of credit limits and credit approvals. Our accounts receivable is short term in nature and the associated risk is minimal. Management conducts credit evaluations on its customers and generally does not require collateral or other security. The Group periodically evaluates the creditworthiness of the existing customers in determining an impairment loss on trade receivables primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

Receivables that are individually assessed to be credit impaired at the fiscal year-end relate to customers who are experiencing significant financial difficulty and have defaulted on contractual payments. For receivables where an impairment provision has been recognized, amounts are written off against the provision when there is no reasonable expectation of recovery—generally when the receivable has been outstanding for more than 365 days.

The Group estimates expected credit losses (“ECL”) on trade receivables using a forward-looking approach, based on changes in credit risk and historical loss experience. The loss allowance is measured as the difference between the carrying amount of the asset and the present value of estimated future cash flows, discounted at the original effective interest rate. This assessment involves a high degree of judgment and estimation. An impairment loss or a reversal of impairment loss may arise if actual future cash flows differ materially from expectations. As of March 31, 2025, an additional loss allowance for ECL of RM15,575 (USD3,514) on trade receivables was required. As of March 31, 2024, a loss allowance for ECL of RM39,512 on trade receivables was required.

Concentration of Customers

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenue:

Other receivables and deposits

ECL of other receivables is determined individually after considering the financial strength of the other receivables. As at the end of the reporting date, the maximum exposure to credit risks is represented by their carrying amounts in the statements of financial position.

Credit risk on deposits mainly arises from refundable security deposits paid to government authorities which will be received upon completion of fiber-optic infrastructure, thus have low credit risks.

For the fiscal year ended March 31, 2025 and 2024, no allowance for doubtful debts was necessary in respect of other receivables and deposits, as these amounts were neither past due nor impaired. They primarily related to customers that had prior histories of good credit with us, and to security deposits associated with ongoing construction of fiber-optic infrastructure.

Cash and cash equivalents

The cash and cash equivalents are held with banks and financial institutions. For the fiscal year ended March 31, 2025 and 2024, the maximum exposure to credit risk is represented by their carrying amounts in the consolidated statements of financial position. These banks and financial institutions have low credit risks. Hence, a loss allowance is not necessary.

INDUSTRY

All the information and data presented in this section have been derived from an industry report commissioned by us prepared by Protégé Associates Sdn. Bhd. (“Protégé Associates”) entitled “Overview and Outlook of the Dark Fiber Network Industry in Malaysia” (the “Protégé Report”) dated May 29, 2025, unless otherwise noted. Protégé Associates has advised us that the statistical and graphical information contained therein and herein is drawn from its database and other sources as indicated. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all. Therefore, investors are cautioned not to place any undue reliance on the information, including statistics and estimates, set forth in this section or similar information included elsewhere in this prospectus.

Overview of the Fiber-Optic Network in Malaysia

The telecommunications network infrastructure is made up of interconnecting nodes connected by a fiber-optic network. These interconnecting nodes transmit data traffic between themselves and form networks. The backbone network is the central infrastructure that interconnects between cities, countries and continents. Within cities, metropolitan area networks receive data traffic from the backbone network and transmit the traffic to residential and commercial customers over last-mile networks. The figure below depicts the fiber-optic network that enables connections between the networks, end-users, and data centers.

Figure 1: The Fiber-Optic Network

Source: Protégé Report

The fiber-optic network allocates bandwidth for data traffic to public and private network applications as follows:

Public Network

Private Network

Figure 2: Length of Malaysia’s Public Fiber-Optic Network

Source: Protégé Report

The installation of fiber-optic cables is partly driven by the National Digital Infrastructure Plan, also known as “JENDELA,” which runs from 2020 to 2025, aiming to improve fiber connectivity and mobile broadband speed in the country. By 2023, according to the MCMC, fiber connectivity has reached 8.7 million premises, representing a significant increase from 5.0 million premises in 2020. Meanwhile, the improvement of mobile broadband speed entails upgrading the mobile network to the 4th generation (“4G”) and 5th generation (“5G”), which is supported by the implementation of fiber mobile backhaul. As of December 2024, the Ministry of Communications of Malaysia has reported that 5G coverage in residential areas has reached 82.4%.¹ The continued implementation and improvement of the 5G network and expansion of fiber connectivity are expected to drive the growth of the fiber-optic network.

Overview of the Dark Fiber (Fiber Core) Network Industry in Malaysia

The fiber-optic network may be owned and operated by the end-user, an ISP, or a Content Delivery Network (“CDN”) (a distributed network of servers that delivers web content to nearby users through the public network). Alternatively, users of the fiber-optic network may opt for third-party fiber-optic networks provided by carrier-neutral network providers (such as the Company) or wholesale services of an ISP.

The term dark fiber refers to unused (unlit) fiber cores within fiber-optic cables that are not connected to optical transmission devices and therefore do not carry data traffic. However, in the fiber-optic infrastructure industry, dark fiber is generally understood to refer to fiber-optic cables that are leased by a fiber-optic network owner (without providing bandwidth services) to end-users or telecommunications providers (e.g., an ISP and other network service providers), without the provision of equipment, or bandwidth services at either end of the fiber span required for the fiber-optic network to be in service. Dark fiber is typically leased by the number of individual fiber strands, commonly referred to as “cores”, based on the customer’s network requirements. For this reason, dark fiber leasing is also known as fiber core leasing. These dark fiber cores can then be “lit” by the lessee using their transmission equipment. Dark fiber is leased for all network applications across public and private networks. In contrast, lit fiber refers to fiber-optic strands already active and managed by ISPs, carrier neutral network providers, or end-users.

The increasing adoption of dark fiber in Malaysia arises from several factors, specifically:

In 2024, the size of the dark fiber network industry was estimated at RM900.9 million, growing by a CAGR of 10.3% from RM671.0 million in 2021, driven by the growth of the 5G network and data centers. The industry is expected to accelerate its growth to a CAGR of 12.0% in the period 2025 to 2029 to reach RM1.59 billion in 2029, driven by the construction of new data centers, which have received a total of approved investment of RM113.80 billion from 2021 to 2024, as well as by the continued rollout of the 5G network and expansion of the fiber-optical network to serve growing internet traffic.

Figure 3: Market Size of the Dark Fiber Network

Source: Protégé Report

Dark fiber is part of the broader telecommunication network infrastructure industry in Malaysia, and it was established to support the capital requirements of ISPs that are seeking to improve their capital efficiency. ISPs lease dark fiber for connections to customer premises, backbone, metropolitan area network (MAN) connectivity, and mobile backhaul. ISPs are increasingly opting to lease fixed assets rather than acquiring them outright. Lease payments (primarily for long-term leases of telecommunication network assets, as well as for land, buildings, and other leased assets) constitute an increasing share of the total fixed assets expenditure (generally being the sum of lease payments and capital expenditures) of ISPs. Their collective share of lease payments over total fixed asset expenditures is measured at 24.9% in 2024, an increase from 23.7% in 2020, as depicted in the figure below.

Figure 4: Breakdown of ISP Fixed Asset Expenditures

Source: Protégé Report

In private networks, there is a rapidly growing demand for dark fiber by data centers for data center interconnect and connecting to the internet through peering points such as an internet exchange point. A peering point is a location that facilitates the exchange of traffic between network operators. Dark fiber provides end-users, including data centers, with complete control over the network design, whereas lit fiber has network designs standardized by the ISP or carrier-neutral network access provider. Although dark fiber is leased for all network applications, its customizability provides unique benefits to private network applications, including scalability, security, cost effectiveness and greater control over latency and speed. Dark fiber also provides additional physical redundancy for data centers, should they experience disruptions to their primary connectivity provided by their ISP.

Dark fiber networks can span from a few kilometers to thousands of kilometers and can be distinguished between long-haul and short-haul networks. In Malaysia, long-haul dark fiber networks connect between different cities or connect between cities, cable landing stations, and major peering points, facilitating high-capacity transmission over long distances. On the other hand, short-haul dark fiber networks tend to be confined within a metropolitan area and may serve customers who require fiber-optic connections to peering points for direct and private access to the internet, cloud providers, or between campuses, office buildings, and cellular sites. For instance, dark fiber can be used to link financial institutions or government agencies to transmit sensitive data. In particular, dark fiber is gaining increasingly widespread usage by data centers in Malaysia, as they require substantial amounts of bandwidth (up to a few terabytes per second for hyperscale data centers) to enable data center interconnects and connections to peering points. For instance, there are dark fiber networks that primarily serve data centers, providing short-haul connections within a city (e.g., Kulai), long-haul connections between different cities (e.g., Kulai-Johor Bahru), and cross-border connections (e.g., Johor Bahru-Singapore).

Competitive Landscape

In Malaysia, dark fiber network providers must obtain a NFP license from the MCMC. As of May 2025, there were 266 registered NFPs, which include both fixed network operators and carrier-neutral network providers. Fixed network operators (which refers to the ISPs who own the physical infrastructure of fixed broadband networks) such as Telekom Malaysia Berhad and Time dotcom Berhad dominate the fiber-optic network, as they have made decades of investment in fixed broadband network infrastructure. In contrast, carrier-neutral network providers (which refers to network providers who are independent of ISPs) have a more limited but growing fiber footprint, with notable providers including Neutrans Malaysia, Fiberail Sdn. Bhd., Touch Mindscape Sdn. Bhd., Seax Malaysia Sdn. Bhd., and Xenith IG Malaysia Sdn. Bhd.

Most dark fiber networks available to customers are provided by carrier-neutral network providers, as fixed network operators prefer to offer transmission services rather than dark fiber. As such, a dark fiber network is a competing service to various types of transmission services, including end-to-end transmission service, wholesale local leased circuit service, and trunk transmission service. Nevertheless, customers of dark fibers typically require control of their network which is best satisfied by dark fiber network services. Furthermore, dark fiber is favored for very high-bandwidth applications, including managing the rapidly growing internet traffic, 5G mobile backhaul, and data center bandwidth demands. These factors mitigate the competition between dark fiber networks and transmission services.

Neutrans Malaysia has a first-mover advantage in Cyberjaya, benefiting from wayleave rights, customer relationships, and economies of scale that create high entry barriers for new players. However, competition to expand dark fiber access to underserved areas is intensifying, as both new and established providers invest in network expansion to capture the growing demand from data centers, a sector that has seen significant growth since 2021.

Key Industry Drivers

Growth of Data Centers

Malaysia is a preferred destination for data center investments within Southeast Asia due to its lower land cost (compared to Singapore), reliable and affordable water and electricity supply, friendly relations with major economic powers, and strong government support in the form of tax incentives. Data centers in Malaysia may qualify for the Malaysian Digital Status and the Digital Ecosystem Acceleration Scheme, both of which provide reduced tax rates and an investment tax allowance to companies with data center activities.

From 2021 to 2024, the Malaysian Investment Development Authority reported a total of approved investments into data centers of RM113.80 billion. The investments into data centers were driven by technology companies, such as Microsoft Corporation, Amazon Web Services, Inc, Alphabet Inc, and ByteDance Limited, delivering OTT content (video streaming), cloud services, and artificial intelligence services, as well as data center companies such as NTT Ltd and Equinix, Inc who, which entities lease capacity to data center users.

In particular, there is a rapid increase in demand for cloud services providing access to vast, scalable computing, storage, and networking resources hosted in data centers. According to Protégé Associates, the top five cloud providers (Amazon.com Inc., Microsoft Corporation, Alphabet Inc., Alibaba Group Holding Limited, and Oracle Corporation) control more than 50% of the global cloud revenue and grew their cloud revenue by a significant CAGR of 27.5%, reaching USD238.88 billion in 2023 from USD70.85 billion in 2018. The rapid growth is attributed to significant demand from global enterprises who increasingly move workloads to the cloud and acquire data processing power to manage big data, as well as artificial intelligence training and inference (i.e., application of trained artificial intelligence models to process new data) operations. In particular, the sudden surge in artificial intelligence investments by technology companies such as Alphabet Inc., Microsoft Corporation, and Meta Platforms, Inc. has spurred significant demand for cloud computing, as considerable computing power and volumes of data are required for artificial intelligence operations.

According to Knight Frank Malaysia, in 2024, it is estimated that 54 data centers were operational in Malaysia, concentrated in the state of Johor (12 locations) and the Klang Valley region (37 locations). ² The data center hubs in Malaysia are located in Cyberjaya, Bukit Jalil, and the Kuala Lumpur Central Business District within the Klang Valley region, and in Kulai, Iskandar Puteri, and Johor Bahru within Johor. The dark fiber network in Malaysia is expected to continue expanding to connect all the data center hubs, including short-haul networks within the different cities or long-haul connections across cities and states, where data centers are concentrated. These dark fiber networks will allow them to scale their bandwidth requirements according to their needs and maintain a high level of control over the network performance and security. 

Growth in Internet Traffic

According to the International Telecommunication Union, the Asia-Pacific region has the highest share of global internet traffic, recorded at 52.5% in 2024, where it recorded 3,273 exabytes of internet traffic, representing a CAGR of 26.9% since 2019 (1,146 exabytes).³ Meanwhile, the MCMC reported that Malaysia has recorded a total of 29.3 exabytes of internet traffic in 2024, representing a CAGR of 22.2% since 2019 (10.8 exabytes). Of the total, 41.4% and 13.2% of internet traffic in Malaysia were related to OTT and social media content consumption, respectively, underscoring their significance as key drivers of internet traffic. ⁴

The rapid growth in internet traffic, driven by internet activities such as consumption of social media and OTT content, requires significant upgrades to the internet infrastructure to handle the large amounts of data in order to deliver content to end-users at low latencies. This challenge is met by internet content providers who establish content delivery networks, which are a group of servers geographically distributed in different regions to deliver internet content to users around the world. Such servers are hosted by data centers, which require data center interconnect and connection to peering points served by dark fibers capable of handling the large bandwidth and low latency requirements. As a data center hub, Malaysia can provide the internet connectivity required to meet the growing internet traffic locally and around the neighboring region.

Additionally, the growth in internet traffic also requires upgrades to the backbone network, which involve investing in high-capacity long-haul connectivity between nodes such as cable landing stations and peering points, presenting opportunities for the dark fiber industry. Long-haul dark fiber offers a strategic solution, enabling ISPs to scale their backbone capacity flexibly and cost-effectively to accommodate the ever-increasing demands of internet traffic. As dark fiber provides them control over the network infrastructure, they can deploy advanced optical technologies such as Dense Wavelength Division Multiplexing to further improve transmission speed and latency to accommodate the growing internet traffic.

Demand for high-speed internet is also increasingly served by satellite-based ISPs other than fixed and mobile broadband providers. Satellite internet requires ground stations to connect satellites in the orbit to terrestrial internet infrastructure. These stations rely on fiber-optic network to connect to the backbone network, enabling data traffic exchange with the wider internet. This presents opportunities for the dark fiber industry to provide connectivity for satellite internet, as it requires low latency and high-speed data transfer between satellites and the wider internet. Starlink Services, LLC has begun providing satellite broadband services in Malaysia in 2023 and has established ground stations in the country. The provision of satellite internet, which is suited for rural and geographically isolated areas lacking reliable internet connectivity, is in line with the JENDELA plan, which also seeks to improve rural connectivity to the internet. The dark fiber network industry is expected to benefit from this development as satellite internet penetration increases in Malaysia.

Implementation of the 5G network

5G networks require significant mobile backhaul capacity, as they manage significantly more bandwidth than 4G networks. Fiber mobile backhaul is essential to meet the higher bandwidth demand, although its deployment incurs higher capital expenditures compared to wireless mobile backhaul. To minimize their capital requirements, 5G network operators may adopt dark fiber as an asset-light alternative. Dark fiber also allows them to outsource the operation and maintenance of the fiber mobile backhaul networks.

Malaysia operates a dual wholesale network model for 5G networks, where two network operators have exclusive use of the 5G spectrum. Presently, Digital Nasional Berhad is the sole operator with an active 5G network deployed in Malaysia. In 2024, Malaysia appointed U Mobile Sdn. Bhd. as the second 5G network operator. This development benefits the dark fiber network industry, as the overall capital expenditure required to build 5G networks will increase.

Data usage on 5G networks is expected to increase in the long run as it enables new applications that require wireless connections at low latencies and high bandwidth. These applications include ultra-high-definition streaming, Internet of Things, virtual reality, and smart factories. Consequently, the utilization of fiber mobile backhaul is also expected to rise in tandem to accommodate the transmission of data.

Government Support for the Digital Economy

The Malaysian Government has committed to developing the digital economy in Malaysia, which was worth RM427.70 billion in 2023, contributing to 23.5% of domestic GDP. This represents a CAGR of 10.2% from RM290.00 billion in 2019 (19.2% of domestic GDP). The digital economy is significant to the growth of the dark fiber network industry as it encompasses activities that generate demand for fiber connectivity, such as e-commerce, telecommunication services, online content and media, and other goods and services related to information and communication technology. The Malaysian Government has outlined a long-term roadmap for the digital economy under the Malaysian Digital Blueprint, published in 2020, and the Twelfth Malaysian Plan, dated July 16, 2021. These long-term plans seek to achieve nationwide broadband coverage, increase digital adoption by the private and public sector, increase data sharing and analytics, and equip the workforce with digital skills, among other targeted outcomes. Initiatives undertaken by the Malaysian government to drive the digital economy forward include: (i) tax incentives offered under the Malaysia Digital Services Incentive and the Global Services Hub Incentive 3.0 to stimulate the establishment of digital companies and global services hubs in the country; (ii) grants offered under the Digital Ecosystem Acceleration Scheme and the Micro, Small and Medium Enterprise Digital Grant to support digital startups and adoption; and (iii) the incorporation of the MyDIGITAL Corporation to implement the Malaysia Digital Economy Blueprint, which outlines a number of strategic steps to develop the country’s digital economy.

Outlook Of the Dark Fiber Network Industry in Malaysia

The Malaysian dark fiber network industry is poised for robust growth in the coming years. It is projected to grow at a CAGR of 12.0% in the period from 2025 to 2029 to reach RM1.58 billion, driven by the growth in cloud computing, growing internet traffic in Malaysia and its neighboring region, implementation of the 5G network in Malaysia, and government support for the digital economy. The increasing demand for cloud computing services is a significant driver of the dark fiber industry, as it fuels the need for data centers to host cloud servers that support the growing demand from enterprises and artificial intelligence related operations. The surge in internet traffic, fueled by OTT content and social media consumption, further necessitates investment in high-capacity long-haul connectivity, creating opportunities for dark fiber providers. Furthermore, the ongoing implementation of the 5G network, with its reliance on fiber mobile backhaul, drives significant demand for dark fiber.

The Malaysian government’s commitment to developing the digital economy through initiatives outlined in the Malaysian Digital Blueprint and the Twelfth Malaysian Plan provide a supportive environment for the dark fiber industry. The government’s focus on expanding broadband coverage, promoting digital adoption, and encouraging a digitally skilled workforce will expand the digital economy, further creating demand for fiber connectivity.

BUSINESS

Overview

We are a fiber-optic infrastructure provider based in Cyberjaya, Malaysia, offering internet connection solutions through four business units: fiber core leasing, fiber duct sales, IRU Agreements, and operation and maintenance services. Our products and services support high-bandwidth applications such as internet connection, data center interconnection, enterprise networking, and trunk connectivity. Our primary sources of revenue for the last two fiscal years come from leasing income from fiber core (which is also referred to as “dark fiber” when unlit) and non-recurring revenue from fiber duct sales. For the fiscal years ended March 31, 2025 and 2024, revenue from fiber core leasing and fiber duct sales, collectively, contributed approximately 94.1% and 84.9% of our total revenue, respectively.

Leveraging our NFP license and NSP license, which licenses authorize us to own, lease, and install fiber-optic infrastructure, we own and operate approximately 80 kilometers of fiber ducts in Cyberjaya. Our goal is to become Malaysia’s leading neutral fiber-optic infrastructure provider by continuing to expand our network and customer base. See “—Our Business” and “—Established Technology Advantage and a Closed-Loop Product Portfolio to Capture Market Growth.”

For the fiscal years ended March 31, 2025 and 2024, we generated revenue of RM11,666,991 (approximately $2,632,444) and RM7,286,585 (approximately $1,644,085), respectively. For the fiscal years ended March 31, 2025 and 2024, our net income was RM6,143,889 (approximately $1,386,257) and RM1,949,668 (approximately $439,907), respectively.

Our Competitive Strengths

We believe the following competitive strengths are essential for our success and differentiate us from our competitors:

Strategic Location and Regional Advantage

Our principal operational location is Cyberjaya, Malaysia. Home to 11 data centers, Cyberjaya is the core of Malaysia’s Multimedia Super Corridor Special Economic Zone. Since 1996, the Malaysian government has invested substantially in Cyberjaya to transform it into a smart city supported by cutting-edge technological infrastructure. In this high-tech urban setting, the demand for reliable internet connection is strong, creating attractive growth opportunities for us to expand our customer base and increase our market presence.

Our Offerings Aligned with Key Technological Trends

Satellite internet services have been emerging in recent years. See “Industry.” Many countries are actively promoting the development of satellite internet services, as they can connect remote areas and address the growing demand for high-speed connectivity. Upgrading to satellite internet often requires dark fiber as a core material. As a provider of dark fiber and fiber core leasing services, we believe we are strategically positioned to align with this technological trend and are well-equipped for sustained growth and development.

Established Technology Advantage and a Closed-Loop Product Portfolio to Capture Market Growth

We have achieved the following milestones through our decade of operations in Cyberjaya:

Our ability to rapidly construct fiber ducts, combined with our extensive existing duct infrastructure, provides us with a first-mover advantage and enables us to expand more quickly than our competitors.

As of the date of this prospectus, we have accumulated 10 years of operating experience in Malaysia’s fiber-optic infrastructure industry. We hold both an NFP license and an NSP license. In Malaysia, entities that lease physical network infrastructure such as fiber cores and dark fiber must obtain an NFP license, while those that offer connectivity or bandwidth services must hold an NSP license. These licenses are issued only to qualified carriers through a rigorous regulatory review process. See also “Regulations.”

Given our existing infrastructure footprint and regulatory approvals, we believe the barriers to entry in our sector are significant. New entrants would face substantial capital requirements, long lead times, and licensing hurdles to build comparable assets and capabilities.

Seasoned Team in Fiber-optic Infrastructure Industry

Our management team is composed of experienced and dedicated professionals. Our CEO, Director, and Chairman of the Board, Dr. Mohamed bin Awang Lah—founder of Jaring Communications Sdn. Bhd., a major telecommunications service provider in Malaysia—brings to our Company over 30 years of experience in the fiber-optic infrastructure industry, along with valuable industry relationships and scientific expertise. Our CFO, Mr. Jamaludin bin Mohd Nor, previously held several senior financial positions, including serving as General Manager of Finance at Prolintas Group, before joining our Company. Together, our leadership team combines extensive industrial knowledge and operational experience, which we believe will position the Company for sustainable growth and long-term success.

Growth Strategies

We intend to develop our business and strengthen our brand loyalty by implementing the following strategies:

Expand Geographic Reach

We aim to expand into underserved and emerging markets across Malaysia, particularly in rural areas where high-speed internet access remains limited, such as Petaling Jaya City, Elmina City, and Nilai. As part of this strategy, we completed network extensions in 2025 by building fiber ducts north to Bukit Jalil and south to Kota Warisan, both of which are high-demand areas that include residential communities and institutions such as Xiamen University Malaysia. We plan to further extend our footprint by building more fiber ducts over the next five years with a focus on Kuala Lumpur, Petaling Jaya, and Shah Alam. See also “Use of Proceeds.”

Attract and Retain a Talented and Professional Workforce

We attribute our success to our ability to hire, develop, motivate, and retain skilled professionals. We expect to continue to recruit and retain our employees, emphasizing the development of their industry knowledge. We also anticipate maintaining a competitive compensation structure and offering internal promotion opportunities to foster creativity, loyalty, job satisfaction, and team cohesion.

Establish Strategic Partnerships and Alliances

We plan to form partnerships with other telecommunication companies, ISPs, and technology firms, to enhance our service portfolio, unlock new revenue streams, and share resources and expertise. We intend to collaborate with major telecommunication service providers seeking entry into Cyberjaya’s market and with highway concessionaires looking to diversify revenue through non-toll sources. To this end, we have been engaged in ongoing discussions with major telecommunication providers in Malaysia and with highway concessionaires.

Our Business

We currently generate revenue from the following sources:

Fiber Core Leasing

A fiber core, also referred to as “dark fiber” when it is unlit, installed underground, and not currently in use, is a single strand within a fiber-optic cable that transmits data via light signals. Each fiber-optic cable contains multiple fiber cores, commonly up to around 1,000 per cable, and is housed within underground fiber ducts.

We engage third-party contractors to construct fiber ducts as part of our long-term network infrastructure strategy. This strategy is guided by capacity planning: rather than waiting to secure lease orders, we proactively construct fiber ducts in advance to ensure timely availability when market demand arises. We believe the rising demand for internet connectivity in Malaysia, especially in Cyberjaya, aligns well with this approach. See “Industry.” Whether we install fiber-optic cables immediately after duct construction depends on our business objectives and anticipated customer needs. In cases where the duct is built purely for future demand, we may leave it unlit and cable-free, initially. However, if the duct is intended for imminent fiber core leasing, we typically install fiber-optic cables and commission the cores through our contractors shortly after the duct construction is completed.

We lease fiber cores to our customers and allow multiple customers to utilize our infrastructure concurrently. We operate under a neutral model; meaning we do not offer bandwidth or managed internet services directly to end users. Instead, we focus exclusively on fiber core leasing, ensuring that we do not compete with our customers, who typically provide such services to end users. See “—Customers.” Purchasing fiber-optic infrastructure outright can be extremely expensive; our rental services aim to help customers fulfill their internet connectivity needs at a lower cost.

Fiber core leasing fees are calculated based on the number of fiber cores leased and the length of the route, on a “per core, per kilometer, per month or annual” basis. The pricing structure differs between leases within Cyberjaya and those outside of it. Within Cyberjaya, we charge a fixed monthly rate of approximately RM3,000 ($730) per pair of cores, regardless of route distance. In addition to the recurring lease fee, we charge a one-time setup fee starting from approximately RM5,000 ($1,200) for each link—defined as the physical fiber connection between two endpoints. Outside Cyberjaya, the pricing follows a distance-based model. We charge approximately RM5,000 ($1,200) per kilometer per core per month. The one-time setup fee for these routes is typically higher than for intra-Cyberjaya links, due to the greater deployment effort involved. Currently, most of our fiber core leasing revenue is derived from within Cyberjaya. However, with the expected completion of our inter-city fiber link between Cyberjaya and Kuala Lumpur, we anticipate that revenue from outside Cyberjaya will contribute materially to our fiber core leasing revenue. Specifically, as of the date of this prospectus, we have received nine client inquiries covering connectivity for 30 fiber cores to Technology Park Malaysia (“TPM”) and AIMS Kuala Lumpur. We anticipate that, once finalized, these potential orders may provide a significant new source of fiber core leasing revenue from outside Cyberjaya. To complete the inter-city fiber link, we have taken the following measures: (i) appointed YOFC International (Malaysia) Sdn. Bhd. as the contractor to construct the fiber-optic infrastructure along this route; (ii) obtained wayleave approval from the Kuala Lumpur City Hall; and (iii) completed 90% of the required mapping.

As of the date of this prospectus, the construction of the link is approximately halfway completed, with the physical fiber-optic infrastructure having reached TPM, the mid-point between Cyberjaya and Kuala Lumpur. We anticipate completing the fiber-optic infrastructure to Kuala Lumpur by March 2026. See also “Use of Proceeds” and “—Growth Strategies—Expanding Geographic Reach.” 

Our fiber core leasing customers are primarily ISPs. See also “—Customers.” These ISPs lease fiber cores from us either to support their own network infrastructure or to deliver bandwidth services to their end users. We generally collect lease payments on a monthly basis, with wire transfer as the standard method of payment. The leasing process begins with the execution of a service order form, which specifies the customer’s desired configuration, including the number of fiber cores, route distance, and expected ready-for-service date. A service order form generally serves as the primary agreement between us and the customer for such leases. Lease durations are determined by customers based on their operational needs and generally range from one to five years. Although customers may terminate early, such terminations are subject to penalties set forth in the service order form. Most of our customers are long-term customers. As of the date of this prospectus, approximately 80% of our fiber core leasing customers have renewed or extended their leases upon the expiration thereof.

The deployment of ducts, fiber-optic cables, and fiber cores is carried out by third-party contractors, who serve as our suppliers. See also “—Suppliers.” We select these contractors based on their financial standing and their ability to complete actual construction works. We do not enter into long-term supply agreements; instead, we issue project-specific purchase orders. Once construction is complete, our internal inspection team conducts end-to-end testing, including optical time domain reflectometer testing, to verify construction integrity before the ducts, cables, and fiber cores are accepted and placed into service. As of the date of this prospectus, our internal inspection team comprises three personnel. While we verify the integrity of each deployed segment prior to commissioning, we do not currently provide service-level guarantees such as minimum uptime or latency thresholds. However, we engage a third-party surveillance team, who perform routine physical inspections along our fiber routes to prevent and mitigate disruptions. In the future, we plan to implement of a fiber monitoring system that will automatically detect faults or signal losses in real time.

As each fiber-optic cable contains a high number of fiber cores, we believe that we currently maintain enough leasing capacity across our deployed network. This allows us to support additional leasing customers without requiring immediate infrastructure expansion. For customers seeking longer-term commitments, we also offer IRU Agreements. See “—IRU Agreements” for further details.

For the fiscal year ended March 31, 2025 and 2024, we generated revenue of RM3,277,314 and RM2,128,577 from fiber core leasing, which accounted for 28.1% and 29.2% of our total revenue such periods.

Fiber Duct Sales

Since our inception, we have been constructing ducts primarily for our own use to support current and future deployments of fiber-optic cables for our fiber core leasing business. These ducts are typically built with excess capacity in anticipation of long-term demand. See also “—Fiber Core Leasing.” During construction, certain customers may approach us and express interest in purchasing ducts.

For the past two fiscal years, we completed two such fiber duct sale transactions with two third-party telecommunications service providers:

(i) On August 18, 2023, MSA issued a Letter of Award (“LOA”) to Neutrans Malaysia for a fiber infrastructure project consisting of two packages: Package A, referred to as “Cyberjaya Connectivity,” which involves civil works at specified manhole locations in Cyberjaya connecting to certain data centers; and Package B, referred to as “AIMS Cyberjaya—TPM—AIMS Kuala Lumpur,” which involves route construction from the AIMS Cyberjaya data center to TPM and onward to the AIMS Kuala Lumpur data center.

The LOA provides for a total agreement value of RM19.92 million, comprising RM12.0 million for civil works and RM7.92 million for operation and maintenance services over a 25-year term. The LOA set forth the principal commercial terms of the engagement, while purchase orders were used as the operative instruments for implementation, with the purchase order for the civil works (Part A) issued immediately upon signing of the LOA, and purchase orders for the operation and maintenance services (Part B) to be issued annually during the service period.

Payments for the civil works were structured in stages: (i) RM2.76 million (23%) as an advance payment upon LOA signing; (ii) RM1.3 million (11%) upon completion of Package A; (iii) RM1.2 million (10%) upon receipt of local authority approvals; and (iv) the remaining RM6.74 million (56%) through monthly progress payments based on actual work performed. For the operation and maintenance services, Neutrans Malaysia is entitled to an annual fee of RM360,000, commencing in the fourth year of the agreement (with annual payments waived for the first three years), payable in advance upon invoicing.

The LOA provides that either party may terminate in the event of a material breach or failure to perform, subject to customary notice and cure provisions. On the same date, MSA issued a purchase order to Neutrans Malaysia in an amount of RM12.0 million for the civil works. The purchase order provides that work shall commence upon receipt of the advance payment and be completed within 21 days thereafter. As of the date of this prospectus, we have completed 100% of Package A and approximately 40% of Package B.

(ii) On March 21, 2025, Neutrans Malaysia, as the service provider, entered into a sale and purchase agreement with Eaxin, as the customer, effective as of March 1, 2025. Under this agreement, Eaxin will purchase and lease one fiber duct, approximately 17.69 kilometers in length, running from AIMS Magicbox (AIMS Cyberjaya) to Taman Teknologi MRANTI Park in Kuala Lumpur. Neutrans Malaysia will provide operation and maintenance services for such fiber duct.

The total set-up fee was RM4.5 million, payable in stages: RM200,000 upon signing, with progress payments of RM300,000 each month from April 2025 to September 2025, RM500,000 in October 2025 and RM1 million each month in November and December 2025.

In addition, Eaxin will pay an annual operation and maintenance fee of RM135,000 for a term of 25 years. The operation and maintenance fee will commence from the date of final acceptance, with the first three years waived and payments beginning in the fourth year. Invoices will be issued annually in advance, covering a 12-month period. Termination is generally not permitted before the end of the term, except in cases of any breach not cured within 30 days after notice, or if the services become unlawful under Malaysian law or a party’s license is suspended, revoked, or terminated.

Revenue of RM7,700,202 and RM4,060,000 was recognized upon the non-recurring delivery of the fiber ducts for the fiscal year ended March 31, 2025 and 2024 respectively, representing 66.0% and 55.7% of our total revenue for the respective fiscal years. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.”

As of the date of this prospectus, these fiber duct sale transactions have not impacted our fiber core leasing business, as each fiber duct can accommodate multiple cores and we have retained sufficient duct and core inventory to meet projected future demand. While fiber core leasing remains our primary business, we may selectively pursue similar non-recurring fiber duct sales in the future, where commercially feasible.

IRU Agreements

An IRU Agreement is a long-term alternative to our fiber core leasing agreement. It is an irrevocable contractual arrangement under which a customer receives exclusive usage rights over fiber cores for a fixed term. We enter into IRU Agreements with customers who are typically large-scale ISPs seeking long-term certainty and exclusivity. These agreements specify the fiber route, number of cores, contract duration, and payment structure. The upfront payment per each IRU Agreement may range from RM0.1 million ($24,000) to RM15 million ($3.6 million), depending upon the length of the term and scope of deployment. Such upfront payment is used to secure customers’ exclusive long-term right to use the fiber cores and is usually paid upon the execution of the IRU Agreement. In addition to the upfront payment, we charge an operation and maintenance fee, typically starting at 3% of the total IRU Agreement fees. This fee covers ongoing costs for services such as repairs and technical support. See also “—Operation and Maintenance.”

We enter into IRU Agreements when they are determined to be commercially viable. The typical duration for an IRU Agreement is 10 to 25 years. Once executed, the IRU Agreement is non-cancellable by either party unless contractually specified conditions are breached. Customers are typically prohibited from transferring or sublicensing access to third-parties without our prior written consent. The IRU Agreements also define responsibilities relating to network access, maintenance obligations, invoicing and dispute resolution, and post-termination handover procedures.

For the fiscal year ended March 31, 2025 and 2024, we generated revenue of RM413,775 and RM337,602 from IRU Agreements, which accounted for 3.5% and 4.6% of our total revenue for such periods.

Operation and Maintenance

We provide operation and maintenance services to customers pursuant to IRU Agreements. In addition, we have also provided such services to a customer pursuant to a fiber duct sales transaction. See “—Fiber Duct Sales.”

The service fees for operation and maintenance services are bundled as part of the IRU Agreement and are calculated as a percentage of the total agreement value, typically starting from 3%. This total operation and maintenance fee is allocated over the IRU term and billed on a monthly basis, beginning from the fiber core ready-for-service date and continuing until the end of the IRU Agreement period. All operation and maintenance activities are performed by third-party service providers. We issue individual service orders to external service providers on a project-specific basis. We do not maintain exclusive or long-term contracts with any particular service provider.

For the fiscal year ended March 31, 2025 and 2024, we generated revenue of RM275,700 and RM760,406 from operation and maintenance services, respectively, which accounted for 2.4% and 10.5% of our total revenue for the periods.

Customers

We adopt a neutral policy and a business-to-business, or B2B-only, policy. Under the neutral policy, we provide our infrastructure and services without favoring any specific customer. All customers are treated equally and served under standard terms and conditions of service, regardless of their business size or tier. This approach enables us to maintain a large customer base, protect our reputation, and assure them that their best interests are well taken care of. To avoid conflicts of interest, we also implement a B2B-only policy, committing not to offer retail services to end-users, as such end-users are typically served by our customers.

Our customers are ISPs and telecommunications infrastructure providers. Significant customers are those accounting for greater than 10% of our total sales. Our significant customers for the fiscal years ended March 31, 2025 and 2024 are listed in the table below:

Suppliers

Our suppliers are fiber-optic infrastructure installation contractors and third-party operation and maintenance services providers. When selecting suppliers, we take into account factors such as their reputation and reliability. We do not maintain long-term relationships with suppliers. Instead, we engage them on a case-by-case basis. As a consequence, our suppliers may unilaterally terminate their relationship with us at any time. For the fiscal years ended March 31, 2025 and 2024, no supplier provided more than 10% to our total purchases. 

Raw materials used in building fiber-optic infrastructure include fiber-optic cables, ducts, manholes, and related accessories. These materials collectively account for approximately 25% of the total fiber-optic infrastructure cost, while the remaining 75% is primarily attributable to labor.

Our fiber-optic infrastructure installation contractors provide one-stop services, covering the entire process, from sourcing to construction and installation. They typically source fiber-optic cables from the PRC and procure ducts, manholes, and other accessories in Malaysia. For the fiscal years ended March 31, 2025 and 2024, we did not experience any material volatility in the cost of raw materials used in our fiber-optic infrastructure projects. However, recent changes in U.S. tariff policies, which impacts tariffs on goods from the PRC, may reduce China’s fiber-optic exports to the U.S., which could have an adverse impact on the cost of such goods available to other markets, including Malaysia. See also “Risk Factors—Risks Related to Our Business and Industry—Recent changes in the U.S. tariff policies may adversely affect our business, financial condition, and results of operations.”

Intellectual Property

As of the date of this prospectus, we have registered:

As of the date of this prospectus, we do not have any pending intellectual property applications in Malaysia. We may consider filing such applications in the future if warranted by our business development. We do not anticipate that our operations will be dependent on any such applications.

Sales and Marketing

Our primary marketing strategy is to sponsor industry seminars and conferences, with a particular focus on those seminars and conferences attended by local councils and municipal decision-makers. These events provide opportunities to build brand awareness, demonstrate leadership, and establish relationships with potential customers and regulatory bodies. Currently, our primary approach involves sponsoring third-party seminars that align with our business interests. We plan to hold our own seminars in the future.

As of the date of this prospectus, we do not conduct any other sales activities. Most of our customers are long-term customers.

Competition

The fiber-optic infrastructure industry in Southeast Asia is highly competitive and rapidly evolving, with many new companies joining the competition in recent years and few leading companies. We face competition from other fiber-optic infrastructure providers, such as MSA and Xenith IG Malaysia Sdn. Bhd. See also “Industry.” To effectively compete in this landscape, several crucial factors come into play. These include delivering high-quality projects, providing exceptional customer experiences, ensuring the retention of skilled professionals, adapting to evolving technology and customer preferences, and establishing a strong brand presence. While we believe our Company is well-positioned to thrive based on these factors, we acknowledge that certain competitors may possess longer operating histories, greater financial and technical resources, or stronger brand recognition. These factors could present challenges and affect our market share and overall competitive position. For a discussion of competition-related risks, please see “Risk Factors—Risks Related to Our Business and Industry—The industry in which we operate is highly competitive, and we may not be able to compete successfully against existing or new competitors, which could reduce our market share and adversely affect our competitive position, financial performance and results of operations.”

Employees

We had 12, 10, and eight full-time employees as of March 31, 2025, 2024 and 2023 respectively. The following table sets forth the number of our full-time employees as of March 31, 2025:

We had no part-time employees as of March 31, 2025, 2024, and 2023, respectively. As of the date of this prospectus, all of our full-time employees are based in Malaysia. We enter into employment contracts with confidentiality clauses with our full-time employees. We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past. None of our employees are represented by labor unions.

Facilities

Our principal executive office is located at Unit B-1-08, First Floor, CoPlace 1, 2270 Jalan Usahawan 2, Cyber 6, 63000 Cyberjaya, Selangor, rented from an independent third party. The lease term runs from October 1, 2023, to September 30, 2026, with monthly rent of RM2,218 The lease may be terminated early in accordance with its terms, such as in the event of force majeure or the tenant’s unlawful activities. We plan to renew this lease prior to its expiration.

We believe that the offices that we currently lease are adequate to meet our needs for the foreseeable future.

Seasonality

We do not experience any material seasonality in our business as the demand for our services is not subject to seasonal fluctuations.

Legal Proceedings

From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.

REGULATIONS

This section sets forth a summary of the principal Malaysian laws, regulations, and rules relevant to our business and operations in Malaysia.

Regulations Related to Communication and Multimedia in Malaysia

Communications and Multimedia Act 1998 (Act 588)

The CMA 1998 is a comprehensive piece of legislation that regulates the communications and multimedia industry in Malaysia. Enacted to ensure the growth and development of the communications sector in a competitive, fair, and sustainable manner, the CMA 1998 governs a wide range of activities, including telecommunications, broadcasting, and the internet, in the context of digital convergence. It generally prohibits the use of network facilities or services to commit offenses under Malaysian law, engage in fraudulent or improper activities, possess or use counterfeit access devices, gain unauthorized access to network services or applications, and intercept communications without legal authorization.

The CMA 1998 establishes the MCMC, the regulatory body responsible for implementing and promoting the Government’s national policy objectives in the communications and multimedia sector, including overseeing converging telecommunications and broadcasting, and online activities. The MCMC is guided by the provisions of the CMA 1998, which entrusts the MCMC to carry out the legislative functions. Amendments made to the CMA 1998 impose stricter penalties such as fines up to RM1,000,000.00 and imprisonment of up to ten years.

The MCMC requires certain licenses to be obtained for our operations in Malaysia. The key criteria for application of these licenses are as follows:

Under the CMA 1998, the MCMC enforces licensing requirements to ensure that companies in the telecommunications industry comply with the laws and regulations governing infrastructure and service provision.

The licenses are essential for ensuring that companies can legally operate their network infrastructure, interconnect with other service providers, and contribute to the growth and regulation of the telecommunications market in Malaysia.

Licenses required by Neutrans Malaysia

The application to renew the NFP license and NSP license must be made not later than 120 days from the expiry date of its license. The CMA 1998 provides that the renewal shall be granted by the minister responsible for communications and multimedia, unless the minister, based on the recommendation of the MCMC, determines that the licensee has failed to comply with the terms and conditions of the individual license, the provisions of CMA 1998, or any instrument issued, made or given by the said minister or the MCMC.

As of the date of this prospectus, our Malaysian subsidiary, Neutrans Malaysia, holds and maintains a NFP license and a NSP license to own or provide network facilities and to provide any network services, in compliance with the provisions of the CMA 1998.

Regulations Related to the Licensing of the Business Operation in Malaysia

Local Government Act 1976 (Act 171) (“LGA 1976”)

Licensing of Trades, Businesses and Industries (Sepang Municipal Council) By-Laws 2007 (the “SMC By-Laws”)

The LGA 1976 is an act that revises and consolidates laws relating to local governments, granting each local authority the power to create by-laws for various purposes. These by-laws are designed to ensure the health, safety, and well-being of the inhabitants within the local authority’s jurisdiction.

Under the LGA 1976, local authorities have the authority to make, amend, or revoke by-laws that are necessary or beneficial for maintaining the health, safety, and well-being of residents, as well as for promoting good order and governance within the local area.

The office of Neutrans Malaysia is located within the Sepang area, which falls under the jurisdiction of the Sepang Municipal Council (Majlis Perbandaran Sepang), located in Cyberjaya, Selangor. The SMC By-Laws applies to businesses in Sepang and requires that no individual or entity may operate any trade, business, or industry, or use any premises for such activities in the area, without obtaining a license from the President of the Sepang Municipal Council, its secretary, health officer, or any other officer authorized by the President.

As of the date of this prospectus, Neutrans Malaysia holds and maintains valid business license issued by Sepang Municipal Council for its office at Unit B-1-08, First Floor CoPlace 1, 2270 Jalan Usahawan 2, Cyber 6, 63000 Cyberjaya, Selangor, Malaysia and is in compliance with the LGA 1976 and SMC By-Laws.

Regulations Related to Employment and Social Security

Employment Act 1955 (Act 265)

In Malaysia, the primary employment law is the Employment Act 1955 (the “EA 1955”), which outlines important employment terms and conditions such as annual leave, paid maternity leave, minimum working conditions, contract termination procedures, and protections against discrimination. The EA 1955 also includes provisions related to wages, ensuring employees are paid in line with the government’s minimum wage standards.

Following the Employment (Amendment) Act 2022, the EA 1955 now applies to all employees, regardless of their monthly salary. However, employees earning over RM4,000.00 per month are exempt from certain provisions, particularly those related to working hours, rest days, and overtime pay. Despite these exemptions, employees earning more than RM4,000.00 are still entitled to other benefits under the EA 1955, including annual leave, maternity leave, and protections related to termination and anti-discrimination.

As of the date of this prospectus, we are not aware, nor do we have knowledge, of any non-compliance of Neutrans Malaysia pursuant to the EA 1955.

Industrial Relations Act 1967 (Act 177)

The Industrial Relations Act 1967 (the “IRA 1967”) governs issues related to trade disputes, trade unions, and matters before the Industrial Court. It provides a framework for resolving disputes between employers and employees, including cases of unfair dismissal. Additionally, the IRA 1967 regulates the recognition of trade unions and the establishment of collective agreements. In conjunction with the EA 1955, the IRA 1967 serves to safeguard employee rights in Malaysia.

The Industrial Court, established under the IRA 1967, is authorized to resolve disputes arising under the IRA 1967, including issues related to the terms and conditions of collective agreements when parties are in disagreement. It also addresses the critical issue of determining whether an employee’s dismissal was made with or without just cause or excuse. If the Industrial Court rules that a dismissal was without just cause, it may order the reinstatement of the employee to their previous position, along with an award of back wages from the date of dismissal to the date of the court’s decision.

The IRA 1967 primarily aims to promote positive relationships and fair dealings between employers, employees, and trade unions, provide remedies not available under common law or the EA 1955, and apply specifically to employees in the private sector.

As of the date of this prospectus, we are not aware of, and have received no notice from any authority regarding, any non-compliance pursuant to the IRA 1967, nor has any action been brought against Neutrans Malaysia in the industrial court of Malaysia.

Occupational Safety and Health Act 1994 (Act 514)

The Occupational Safety and Health Act 1994 (“OSHA 1994”) in Malaysia is legislation designed to safeguard workplace safety and health, significantly affecting both employers and employees. Enacted to ensure a secure working environment, OSHA 1994 outlines comprehensive responsibilities for employers, employees, and relevant authorities. OSHA 1994 focuses on preventing workplace hazards and accidents by implementing effective safety management systems, conducting risk assessments, and providing training programs. Through the promotion of a safety-conscious culture and accountability, OSHA 1994 aims to reduce occupational injuries and illnesses, thereby enhancing the overall well-being and productivity of the workforce.

Additionally, the Occupational Safety and Health (Amendment) Act 2022 (“OSHAA 2022”) was enacted in 2022 to amend certain provisions of the original OSHA 1994. As a result of these amendments, OSHA 1994 now applies to all workplaces in Malaysia, including public services and statutory authorities, with the exception of domestic employment, the armed forces, and work on board ships governed by the Merchant Shipping Ordinance 1952, the Sabah Merchant Shipping Ordinance 1960, or the Sarawak Merchant Shipping Ordinance 1960.

As of the date of this prospectus, there has been no non-compliance incident which could have material adverse impact on our business operations or financial performance.

Employees’ Social Security Act 1969 (Act 4)

The Employees’ Social Security Act 1969 (the “ESSA 1969”) provides social protection to employees in Malaysia against income loss resulting from workplace accidents, occupational diseases, or invalidity. This legislation is designed to ensure the well-being and financial security of employees across various sectors, such as manufacturing, construction, and other workplaces. Under the ESSA 1969, employers are obligated to make monthly contributions to the Social Security Organization (SOCSO) on behalf of their employees. SOCSO manages benefits through two primary schemes, the Employment Injury Scheme and the Invalidity Scheme, both of which offer financial support and medical care to eligible employees who experience accidents, injuries, or illnesses that impair their ability to work. Employers who fail to make the required contributions may face penalties, including fines of up to RM10,000.00 and/or imprisonment for up to two years.

As of the date of this prospectus, we have no knowledge, and are not aware of any instances of non-compliance of Neutrans Malaysia pursuant to the ESSA 1969.

Employees Provident Fund Act 1991 (Act 452)

The Employees Provident Fund Act 1991 (the “EPFA 1991”) mandates that both employees and employers make monthly contributions to a national fund administered by the Employees Provident Fund (EPF). The EPFA 1991 establishes a retirement savings scheme for employees and regulates the management of these funds to ensure financial security in retirement. The EPFA 1991 also addresses various aspects, including withdrawal conditions, investment options, and the distribution of benefits. Employers who fail to remit the required contributions on behalf of their employees are committing an offence and, upon conviction, may be subject to a fine of up to RM10,000.00 and/or imprisonment for up to three years. In cases where a company, firm, or association neglects to make the contributions, the directors, partners, or office-bearers (including those in these positions during the period when the contributions were due) will be held jointly and severally responsible for paying the outstanding contributions.

As of the date of this prospectus, we have no knowledge, nor are we aware of any instances of non-compliance of Neutrans Malaysia pursuant to the EPFA 1991.

Employment Insurance System Act 2017 (Act 800)

The Employment Insurance System Act 2017 (the “EISA 2017”) establishes an insurance program that offers financial support and re-employment placement services to employees who become unemployed. Under Section 18 of the EISA 2017, both employers and employees are obligated to make contributions based on the employee’s monthly salary, in accordance with the contribution rates specified in the Second Schedule of the EISA 2017. Failure to comply with these contribution requirements may result in penalties, including a fine of up to RM10,000.00 and/or imprisonment for up to two years.

As of the date of this prospectus, we have no knowledge, and nor are we aware of any instances of non-compliance of Neutrans Malaysia pursuant to the EISA 2017.

Income Tax (Deduction from Remuneration) Rules 1994

The Income Tax (Deduction from Remuneration) Rules 1994 (the “ITR 1994”) require employers to deduct a specified amount from their employees’ salaries each month for income tax purposes. These deductions must adhere to the rates specified in the applicable tax schedule issued by the Inland Revenue Board of Malaysia. Employers are responsible for making the deductions and remitting the payments to the Director General of Inland Revenue Malaysia by the 15th of each month. Additionally, they are required to submit a return detailing the employees from whom deductions were made or should have been made. Failure to comply with these requirements, without a valid justification, is considered an offence. If convicted, the responsible individual may face a fine ranging from RM200.00 to RM20,000.00, imprisonment for up to six months, or both.

As of the date of this prospectus, we are not aware nor do we have knowledge of any non-compliance of Neutrans Malaysia pursuant to the ITR 1994.

Minimum Wage Order 2024

Pursuant to the Minimum Wage Order 2024 (“MWO 2024”), which came into effect on February 1,2025, Malaysia’s minimum wage will increase to RM1,700.00 per month for most businesses beginning August 1, 2025. This applies to companies with five or more workers, as well as employers engaged in professional activities, regardless of the number of employees they hire. On August 1, 2025, the minimum wage of RM1,700.00 will be extended to all employers, including those with fewer than five employees. Employers who fail to comply with the minimum wage order may face a fine between RM1,000.00 to RM20,000.00 or imprisonment for up to five years.

As of the date of this prospectus, we are not aware nor do we have knowledge of any non-compliance of Neutrans Malaysia pursuant to the MWO 2024.

Regulations Related to Taxation

Income Tax Act 1967 (Act 53)

The Income Tax Act 1967 (the “ITA 1967”) governs the taxation of income in Malaysia. Under the ITA 1967, companies and individuals are subject to income tax on income earned, derived, or received in Malaysia. A company is considered a tax resident in Malaysia if its management and control are exercised within the country. The ITA 1967 requires taxpayers to file accurate tax returns and report all taxable income. Penalties for non-compliance, including understating income or providing false information, can include fines ranging from RM1,000.00 to RM10,000.00, along with a special penalty equal to twice the amount of tax undercharged. These provisions ensure transparency and fair taxation in Malaysia’s business environment.

As of the date of this prospectus, there has been no non-compliance incident which could have material adverse impact on our business operations or financial performance

Service Tax Act 2018 (Act 807) and Sales Tax Act 2018 (Act 806)

Sales and Services Tax (“SST”) was reintroduced by the Malaysian Government on 1 September 2018 to replace the Goods and Services Tax (“GST”). Unlike GST, there are two separate pieces of legislation that govern the tax regime, namely, the Sales Tax Act 2018 (“SalesTA 2018”) and the Service Tax Act 2018 (“ServiceTA 2018”), which impose sales tax and service tax, respectively. Sales tax is a single stage tax charged and levied on all taxable goods manufactured in or imported into Malaysia. On the other hand, service tax is imposed on certain prescribed services called “taxable services”. A person who provides taxable services exceeding a specified threshold is required to be registered and is known as a ‘taxable person’ who is required to charge service tax on the taxable services made to their customers.

Under Section 13(5) of both the SalesTA 2018 and the ServiceTA 2018, it is an offence for a business that offers taxable services when their annual sales exceed the SST threshold to not be registered for SST. SST-registered businesses are required to charge and collect SST from their customers and submit the collected SST to the Royal Malaysian Customs Department (“RMCD”) every two (2) months. Additionally, these businesses must maintain accurate records of their transactions and file regular SST returns with the RMCD.

Pursuant to Section 26(6) and 26(7) of the ServiceTA 2018 and Section 26(7) and 26(8) of the SalesTA 2018, failure to file SST returns or failure to pay the requisite SST payments within the specified timeframe, may result in legal consequences, such as a fine not exceeding RM50,000.00, imprisonment for a term not exceeding three years, or both. Additionally, pursuant to Section 26(8) of the ServiceTA 2018 and Section 26(9) of the SalesTA 2018, late payment of SST also attracts penalties. Initially, penalties are set at 10% of the unpaid amount for the first thirty-day period, followed by an additional penalty of 15% for the second thirty (30) day period and every subsequent thirty-day period.

Committing an offence under the ServiceTA 2018 and SalesTA 2018 for which no penalty is expressly provided shall, on conviction, be liable to a fine of up to RM30,000.00 or imprisonment for a term not exceeding two years or to both, as provided under Section 79 of the ServiceTA 2018 and Section 94 of the SalesTA 2018.

As of the date of this prospectus, we have no knowledge, nor are we aware of any instances of non-compliance of Neutrans Malaysia in respect of the ServiceTA 2018 or the SalesTA 2018.

Regulations Relating to Foreign Exchange Rules

Financial Services Act 2013 (Act 758)

The Financial Services Act 2013 (FSA 2013) provides regulation and supervision of financial institutions, payment systems and other relevant entities and the oversight of the money market and foreign exchange market to promote financial stability and for related, consequential or incidental matters.

Pursuant to the Foreign Exchange Administration Rules, a resident entity with domestic ringgit borrowing is only allowed to invest abroad up to RM50 million per calendar year (“Maximum Foreign Investment”). For the avoidance of doubt, the limit of such Maximum Foreign Investment applies to the resident entities within the group of companies.

Notwithstanding the above, the Foreign Exchange Administration Rules allows non-residents to repatriate remit out divestment proceeds, profits, dividends or any income arising from investments in Malaysia. Repatriation, however, must be made in foreign currency.

As such, if Neutrans Malaysia intends to invest amounts exceeding the Maximum Foreign Investment, we are required to seek approval from the controller of Foreign Exchange, Central Bank of Malaysia.

MANAGEMENT

Set forth below is information concerning our directors and executive officers.

The following individuals are our executive management and members of the board of directors.

The following is a brief biography of each of our executive officers and directors:

Dr. Mohamed bin Awang Lah has served as our CEO, Director, and Chairman of the Board of Directors since March 2025. In 2011, Dr. Mohamed founded Neutrans Malaysia and acted as its Executive Director since then. Before the inception of Neutrans Malaysia, from 2002 to 2010, Dr. Mohamed was the CEO of JARING Communications Sdn. Bhd., Malaysia’s pioneering Internet Service Provider. Throughout his career, since 1980, Dr. Mohamed has been involved in several initiatives, including Malaysia’s first long-distance IP-over-Fiber network, a nationwide IP-VPN infrastructure, and large-scale broadband service provider for remote schools. He was also instrumental in network security efforts, leading to the creation of Malaysia Computer Emergency Response Team and managing Malaysia’s .MY domain. Dr. Mohamed was the first Chairman of the Malaysia Internet Provider Association from 2008 to 2010. He is the Chairman of the Board of Directors of UNITEN R&D Sdn. Bhd. and Neutrans Malaysia. Dr. Mohamed earned his first-class degree and doctorate degree in Electrical and Electronic Engineering from King’s College, University of London in 1976 and 1980, respectively. He was later awarded honorary doctorates from Universiti Pendidikan Sultan Idris in 2006 and Universiti Tenaga Nasional in 2009.

Mr. Jamaludin bin Mohd Nor will serve as our CFO starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. Since October 2024, Mr. Jamaludin has worked as the CFO for our subsidiary, Neutrans Malaysia. From January 2019 to December 2022, he held the position of General Manager of Finance, and from September 2017 to December 2018, he served as the General Manager of Budget Monitoring, at Prolintas Group, a company specializing in the construction, operation, and maintenance of major highways in the Klang Valley. Mr. Jamaludin attended Emile Woolf College of Accountancy in London from 1985 to 1987, specializing in Accountancy and became a member of the Association of Chartered Certified Accountants (ACCA). He previously studied Accountancy at Derbyshire College of Higher Education from 1982 to 1984 and completed ACCA Level 1. Mr. Jamaludin is a member of the Malaysian Institute of Accountants.

Mr. Leopold Chew Wee Chet will serve as our director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. track record Mr. Leopold Chew Wee Chet has extensive experience in telecommunications, engineering, and project management . Since September 2018, Mr. Wee Chet has been the chief marketing officer at Neutrans Malaysia, where he has been responsible for developing and executing marketing strategies to fuel business growth. From January 2013 to August 2018, Mr. Wee Chet was a project manager at Rightgas Sdn. Bhd., where he delivered multiple rail transportation projects, ensuring their completion on time and within budget. Mr. Wee Chet received his bachelor’s degree in Electronic Engineering in 2004 from the University of Sheffield and his master’s degree in Electronic Engineering from the University of Nottingham in 2007.

Datuk Sudhagar A/L Sathival will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. From January 2014 to May 2020, Datuk Sathival served as a partner at VR Advisory, where he was responsible for its audit, tax planning, liquidation, and recovery business. Since January 2020, he has been the CFO at TTL Berhad, where he supervises its overall finance and operations. Since February 2023, he has been a partner at Ahmad Abdullah & Goh, where he has been handling the firm’s financial audit work. Datuk Sathival holds the professional designation of Chartered Accountant (Malaysia) conferred by the Malaysian Institute of Accountants. He received his bachelor’s degree in Accounting from University Putra Malaysia in 2004 and his Ph.D. in Accounting and Audit Forensics from Charisma University in 2022.

Datuk Dr. Mohd Noor Awang will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. Since 1995, Datuk Awang has been a Consultant Oral and Maxillofacial Surgeon at Subang Jaya Medical Center, Ara Damansara Medical Center, Sunway Medical Center, Hospital Pantai Kuala Lumpur, and Sri Kota Specialist Medical Center, where he has been providing oral and maxillofacial surgical services. Since 2019, Datuk Awang has been the Executive Chairman of Keldev Sdn. Bhd., where he has been responsible for overseeing the company’s management and operations. Since 2023, he has been the independent non-executive chairman of DC Healthcare Holdings Bhd., where he has been supervising its governance and board activities. Since 2023, he has also been serving as a director of Klinik Pakar Pergigian Restoratif Beverly Wilshire and Klinik Pergigian Dentistre, where he has been responsible for clinical and operational oversight. Datuk Awang received his bachelor’s degree in Dental Surgery from the University of Malaya in 1979 and his master’s degree in Oral and Maxillofacial Surgery from the University of London in 1983.

Mr. Wilson Yong Yew Sun will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus is a part. From December 2001 to March 2022, Mr. Yong served as the General Manager of Finance at Palmgold Corporate Services Sdn. Bhd., where he was responsible for the company’s finance operations. Since April 2022, he has been the CFO of DC Healthcare Holdings Bhd., where he has been overseeing its financial management and operations. Mr. Yong completed his professional accountancy training at the Malaysian Institute of Certified Public Accountants (MICPA) from 1990 to 1997.

Pursuant to our articles of association, unless otherwise determined by our Company in a general meeting, we are required to have a minimum of three directors and the exact number of directors will be determined from time to time by our board of directors.

Under our articles of association, a director may be appointed by ordinary resolution or by the directors. An appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no such term will be implied in the absence of express provision. It is expected that, whether by ordinary resolution or by the directors, each director will be appointed on the terms that the director will hold office until the appointment of the director’s successor or the director’s re-appointment at the next annual general meeting, unless the director has sooner vacated office.

For additional information, see “Description of Shares—Directors.”

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

Our board of directors will consist of five directors. Our board of directors has determined that our three independent directors, Datuk Sudhagar A/L Sathival, Datuk Dr. Mohd Noor Awang, and Wilson Yong Yew Sun satisfy the “independence” requirements of the Nasdaq corporate governance rules.

Duties of Directors

Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence, and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act. See “Description of Shares—Differences in Corporate Law” for additional information on our directors’ fiduciary duties under the BVI law. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

A director must immediately disclose the interest to all other directors after becoming aware of the fact that they are interested in a transaction entered into or to be entered into by the Company. Subject to compliance with the BVI Act, a director shall not, by reason of that director’s office, be accountable to the Company for any remuneration, profit or other benefit derived, or resulting, from derived from such transaction and no such transaction shall be liable to be avoided on the grounds that a director has an interest in it or derives any remuneration, profit or other benefit from it.

A disclosure is only made when it is brought to the attention of every director. The disclosure by a director that they are a member, director, officer or trustee of another named entity or other individual, or has a fiduciary relationship with respect to the entity or individual, and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure of interest, be entered into with the Company or that director, is a sufficient disclosure of interest in relation to that transaction.

Terms of Directors and Executive Officers

Each director holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal. All of our executive officers are appointed by and serve at the discretion of our board of directors.

A director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Pursuant to employment agreements, the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus is a part, we agree to employ each of our executive officers for an indefinite period of time, until we or our executive officer terminates the employment by giving six (6)-month prior written notice or six (6)-month salary in lieu of the notice. Each executive officer agrees to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

We will also enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Compensation of Directors and Executive Officers

For the fiscal year ended March 31, 2025 and 2024, we paid an aggregate of RM192,330 ($43,396) and RM141,159 ($31,850) as compensation to our, executive officers and directors. None of our non-employee directors have any service contracts with us that provide for benefits upon termination of appointment. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. Neutrans Malaysia is required by law to make contributions equal to certain percentages of each employee’s salary for his or her statutory benefits. As of the date of this prospectus, Neutrans Malaysia has made the required contributions for the employee’s statutory benefits and are in compliance with relevant laws and regulations.

Insider Participation Concerning Executive Compensation

Our board of directors has been making all determinations regarding executive officer compensation from the inception of the Company. When established, our Compensation Committee will determine regarding executive officer compensation.

Committees of the Board of Directors

Subject to the Company’s articles of association and the BVI Act, our directors may by a resolution of directors appoint any person to hold any office with the Company (including chairperson of directors, CEO, vice president, secretary and treasurer) on any terms, and for any period, they think fit. A person may hold more than one office at the same time, delegate any of their powers to any committee, consisting of one or more directors on any terms they think fit and/or appoint any person (including a director) to be an agent of the Company and delegate their powers to that agent on any terms they think fit.

The directors cannot delegate to a committee the power to (i) amend the memorandum and articles of association of the Company, (ii) designate committees of directors other than a sub-committee of it, (iii) delegate powers to a committee of directors other than a sub-committee of it, (iv) appoint or remove a director or agent, (v) approve a plan of merger, consolidation or arrangement or (vi) make a declaration of solvency or approve a liquidation plan.

We plan to establish three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee. Our independent directors will serve on each of the committees. We will adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of our three independent directors, Datuk Sudhagar A/L Sathival, Datuk Dr. Mohd Noor Awang, and Wilson Yong Yew Sun. Datuk Sudhagar A/L Sathival will be the chairperson of our audit committee. We have determined that each of our independent directors also satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Datuk Sudhagar A/L Sathival qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

Compensation Committee. Our compensation committee will consist of our three independent directors, Datuk Sudhagar A/L Sathival, Datuk Dr. Mohd Noor Awang, and Wilson Yong Yew Sun. Datuk Dr. Mohd Noor Awang will be the chairperson of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our CEO may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of our three independent directors Datuk Sudhagar A/L Sathival, Datuk Dr. Mohd Noor Awang, and Wilson Yong Yew Sun. Wilson Yong Yew Sun will be the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

Code of Business Conduct and Ethics

Our board of directors will adopt a code of business conduct and ethics, which is filed as Exhibit 99.1 of the registration statement of which this prospectus is a part and is applicable to all of our directors, officers, and employees. We will make our code of business conduct and ethics publicly available on our website prior to the closing of this offering.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this offering for:

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 21,875,000 Class A Ordinary Shares outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering is based on 23,750,000 Class A Ordinary Shares outstanding immediately after the completion of this offering if the underwriters do not exercise their over-allotment option and 24,031,250 Class A Ordinary Shares outstanding immediately after the completion of this offering if the underwriters exercise their over-allotment option in full. As of the date of this prospectus, no Class B Ordinary Shares are issued and outstanding.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that any such person have voting or investment power with respect to securities. In computing the number of Class A Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants, or convertible securities, including Preferred Shares, held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. As of the date of the prospectus, we have 16 shareholders of record, none of whom are located in the United States. We will be required to have at least 300 unrestricted round lot shareholders at closing in order to satisfy the Nasdaq listing rules.

Percentage of beneficial ownership of each listed person prior to this offering is based on 21,875,000 Class A Ordinary Shares outstanding as of the date of this prospectus.

Notes: 

As of the date of this prospectus, none of our outstanding Class A Ordinary Shares are held by record holders in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

RELATED PARTY TRANSACTIONS

The Company’s relationships with related parties who had transactions with the Company are summarized as follows:

The balances with related parties as of the fiscal years ended March 31, 2023, 2024 and 2025 are as follows:

The significant related party transactions between the Company and its related parties during the fiscal years ended March 31, 2025, 2024, 2023 and as of date of prospectus are as follows: