81 www.excelforce.com.my Notes to the Financial Statements (cont’d) 7. Investment in Subsidiary Companies (cont’d) (b) Details of the subsidiary companies are as follows: (cont’d) Name of company Place of business/ Country of incorporation Effective interest Principal activities 2024 2023 % % Direct holding: (cont’d) Universal Capital Co Ltd (“UCCL”) (Formerly known as Orca Capital Holdings Ltd)* British Virgin Islands 100 - Investment holding Held under E2 Trade Sdn. Bhd. Insage (MSC) Sdn. Bhd. (“Insage”) Malaysia 100 - Provision of software solutions Xifu Sdn. Bhd. (“Xifu”) Malaysia 100 - Provision of consultants other than architecture, engineering and management consultant and to provide investment advisory services * Not audited by TGS TW PLT. (c) Corporate Reorganisation Exercise (“Exercise Plan”) (i) Business Sale Agreement (“BSA”) On 25 September 2023, the Company has entered into BSA with E2 Trade to dispose of the existing Company’s businesses and operations of development, provision and maintenance of software application solutions for financial services industry, including the assets and liabilities of the Company to E2 Trade, subject to terms and conditions as stipulated in the BSA for a sale consideration of RM19,025,899, which had resulted a gain of RM679,018. The sale consideration was satisfied through the issuance of share by E2 Trade as disclosed in Note 7(c)(iii), equivalents to the value of the net assets as on 30 September 2023 of the BSA, subject to the terms and conditions as stipulated in the BSA. The BSA has been completed on 30 September 2023, upon satisfaction of sale consideration to the Company. (ii) Disposal of subsidiary companies On 25 September 2023, as part of implementation of the Exercise Plan, the Company has entered into Share Sale Agreements (“SSAs”) with E2 Trade, to disposal of its 100% equity interest in Insage and Xifu for a sale consideration of RM1,980,918, which had resulted a loss of RM869,085. The sale consideration was satisfied through the issuance of share by E2 Trade as disclosed in Note 7(c)(iii), equivalents to the value of the net assets as on 30 September 2023 of the SSAs, subject to the terms and conditions as stipulated in the SSAs. Upon completion of SSAs, Insage and Xifu become wholly-owned subsidiary companies of E2 Trade as disclosed in Note 7(b). The completion of the above-mentioned Exercise Plan did not result any changes in equity interest at group level.
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