Agmo Holdings Berhad (Malaysia)

The Company was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 5 January 2017 and is deemed registered under the Act, under the name of Agmo Holdings Sdn. Bhd.
The company principal activity are investment holding and providing computer and mobile software application and services related to information technology services.
The Company subsequently converted to a public limited company on 30 December 2021 and assumed the present name of Agmo Holdings Berhad to facilitate listing event.
The World Health Organisation declared the 2019 Novel Coronavirus infection (“COVID-19â€) a pandemic on 11 March 2020. The Malaysian Government imposed the Movement Control (“MCOâ€) on 18 March 2020 and has subsequently entered into various phases of the MCO.
The Group has been granted approval from the Ministry of International Trade and Industry to continue its operations and with proper Standard Operating Procedures put in place.
The Group has performed assessments on the overall impact of the situation on the Group’s operations and financial implications, including the recoverability of the carrying amount of assets and subsequent measurement of assets and liabilities, and concluded that there is no material adverse effect on the financial statements for the financial year ended 31 March 2022.
Given the fluidity of the situation, the Group will continuously monitor the impact of the COVID-19 and take appropriate and timely measures to minimise the impact of the outbreak on the Group’s operations.
On 15 March 2021, the Company has entered into a joint venture agreement with a third party, LKC Advance Technology Sdn. Bhd. (“LKCâ€) and through its subsidiary, ACSB to set up a joint venture company, WGT to provide services in relation to technical design, development, testing, server hosting and maintenance support for WorkGrowth HRMS solution at a development cost of RM500,000 which has been settled via the issuance of ordinary shares in WGT and in cash and maintenance costs calculated based on the number of users at the rates prescribed in the joint venture agreement. As at the date of this report, the development of the WorkGrowth HRMS solution has completed and the ordinary shares in WGT has been issued and allotted to ACSB and LKC.
As at the date of this report, the paid-up capital of WGT is RM600,000 comprising 600,000 ordinary shares of WGT. The equity interest in WGT by the Group and LKC is 35% and 65% respectively.
On 6 September 2021, the Group through its subsidiary, Agmo Studio Sdn. Bhd. (“ASSBâ€) disposed of its entire equity interest of 2,692,307 ordinary shares in the associate, Appstremely Sdn. Bhd., representing 35% of the total issued and paid up share capital at a total sale consideration of RM200,000 in cash.
Subsequent to the disposal, Appstremely Sdn. Bhd. ceased to be an associate of the Group.
On 30 August 2021, the Group through its subsidiaries, ASSB and ACSB have entered into a share transfer agreement with R. Raevendran A/L S. Ramachandran (“Transferorâ€), Asgari Bin Mohd Fuad Stephens and Advisonomics Sdn Bhd (“Advisonomicsâ€) to regulate the relationship between the parties as shareholders of Advisonomics and certain aspects of the affairs and their dealings with Advisonomics.
Pursuant to the share transfer agreement, ASSB shall assign one or more of its personnels from time-to-time to serve as Advisonomics’ technology advisor(s) for 3 consecutive years commencing from 30 August 2021, at a consideration of RM200,000
As a settlement of consideration for services rendered by ASSB, Transferor has agreed to transfer to ACSB, 1,089 ordinary shares in Advisonomics equally in 3 tranches as follows:- .
- First tranche - upon signing of the term sheet in relation to the engagement with ASSB;
- Second tranche - upon completion of the first year of the tenure; and
- Third tranche - upon completion of the second year of the tenure.
Pursuant to the above, ACSB’s shareholdings in Advisonomics will increase proportionately each year for 3 years up to 0.947%.
The principal activity of Advisonomics is provision of financial consultancy services. As at the date of this report, the paid-up capital of Advisonomics is RM115,274 comprising 115,274 ordinary shares. The equity interest of ACSB in Advisonomics is 0.3% with which comprising 363 ordinary shares.
In view of ACSB’s minor shareholding and non-significant influence in Advisonomics, Advisonomics is accounted for as an investee company of the Group.
On 21 September 2021, the Company has entered into a shareholders’ agreement with Mydigitalcoin Sdn Bhd (“Mydigitalcoinâ€), Bubi Technologies Co. Ltd and Star Jewel Capital Inc in respect of Zetrix Sdn. Bhd. (formerly known as MYBB Techchain Sdn Bhd) (“Zetrixâ€) (“Shareholders’ Agreementâ€) to regulate the relationship inter se of shareholders and other parties who will become shareholders of Zetrix. Zetrix has been set up as a joint collaboration between the Company, Mydigitalcoin, Bubi Technologies Co. Ltd and Star Jewel Capital Inc (collectively, the “Partiesâ€) which is intended to be principally involved in blockchain business development in and outside of Malaysia.
Pursuant to a letter of award dated 21 September 2021 issued by Zetrix to the Company, in consideration of the obligation by the Company above, Mydigitalcoin shall pay the Company a retainer fee of RM5,000 per month from 1 October 2021 for 42 months (“Contract Periodâ€) payable at the end of the Contract Period. Subject to mutual agreement, the accumulated fees will be converted to 5% of Zetrix’s fully diluted shareholding at the end of the Contract Period, payable by Mydigitalcoin. Thus, when the conversion right is exercised, Mydigitalcoin shall transfer 5% of its shareholding in Zetrix to the Company or its nominated recipient, after the Contract Period.
Subsequent to the Contract Period, the cumulative retainer fee of RM210,000 would be treated as other investment after it has been converted to 5% of Zetrix’s shareholding upon mutual agreement by the Company and Mydigitalcoin.
On 28 October 2021, the Company has subscribed an additional 699 ordinary shares in its subsidiary, ASHSB at an issue price of RM1.00 per ordinary share for a total cash consideration of RM699. On even date, two third parties, namely Tang Tung Ai and Fong Huang Yee, have subscribed a total of 300 ordinary shares in ASHSB at an issue price of RM1.00 per ordinary share for a total cash consideration of RM300. Pursuant thereto, ASHSB became a partially-owned subsidiary of the Company with change in effective equity interest from 100% to 70%.
On 27 June 2022, the Company has completed the share consolidation of 400,000,000 existing ordinary shares into 240,000,000 ordinary shares on the basis of every five (5) existing ordinary shares in the Company into three (3) ordinary shares. The issued share capital after share consolidation was 240,00,000 ordinary shares which reduced by 160,000,000 ordinary shares from 400,000,000 ordinary shares. Accordingly, the share capital of the Company would remain at RM4,000,000.