Zetrix AI Cannot Repay RM2 Billion Sukuk as JPJ Suspension Threatens 15% of Revenue

Debt Pressure Deepens After Missed November Payment

Zetrix AI Bhd said on November 13, 2026 that it could not currently repay the full RM2 billion outstanding under its sukuk programme, while the suspension of its Road Transport Department (JPJ) collection business was expected to cut group revenue by approximately 15%.

The Malaysian digital services company is negotiating changes to its financing conditions after a collapse in managing director Wong Thean Soon's shareholding breached a requirement that he remain its largest shareholder. It has since missed a payment due on November 6, turning a dispute over financing conditions into a payment default.

Zetrix described the overdue repayment as RM25 million. The payment obligation cited in connection with MARC Ratings' default downgrade and subsequent fund valuation adjustments was RM25.68 million, including the distribution payable to investors.

The company wants to repay the overdue amount before another meeting with sukukholders, but no meeting date has been fixed. Its proposed settlement of RM314 million in outstanding JPJ collections also remains under government evaluation.

Several deadlines now fall within November: tax case management on November 20, an exchange deadline concerning unpaid cash dividends on November 23, third quarter results scheduled for November 27, and a targeted auditor appointment by the end of the month.

Zetrix shares closed unchanged at six sen on November 13 after touching five sen, giving the company a market value of RM473.9 million. The financing negotiations, loss of collection revenue and demands for cash now overlap, putting pressure on both day to day operations and payments to investors.

How Wong's Share Sales Triggered the Financing Breach

Wong's shareholding fell from nearly 30% before the selloff to approximately 1.84% after forced disposals. He sold 2.22 billion shares between June and October to meet margin calls on borrowing secured against his shares.

A margin call happens when a lender demands more security or repayment because pledged assets have lost value. If the borrower cannot meet that demand, the lender can sell the assets. In Wong's case, those sales cost him his position as Zetrix's largest shareholder.

The sukuk agreement required him to retain that position. A covenant is a promise written into a financing contract; breaking it can give investors rights to demand changes or repayment. Sukuk are instruments used to raise money under Islamic financing arrangements, with payments governed by their agreed structure.

Zetrix's stated obligations comprised RM2 billion in principal and RM164.5 million in future periodic payments, bringing the total to RM2.1645 billion. The principal is the amount originally borrowed and still outstanding.

The company missed an October 22 deadline to resolve the ownership breach. A meeting on October 23 produced no agreement, and Zetrix subsequently confirmed that a contractual dissolution event had occurred. On October 29, however, it said immediate repayment of the whole programme was not required and that all scheduled payments had been made at that point.

The November payment failure followed that statement. The company had previously identified RM214 million due in March 2027 as its next scheduled payment; its later disclosure confirmed that a November 6 obligation under Sukuk Wakalah Series No. 6 had become overdue.

What Zetrix Wants Sukukholders to Accept

Zetrix has proposed replacing the requirement for Wong individually to remain its largest shareholder with a condition allowing him and parties acting in concert with him to hold that position collectively. Parties acting in concert are people or entities working together over ownership or control.

The company also wants permission to pledge up to 10% of its net assets as security for financing facilities. Money raised would go into an escrow account, a separately controlled account intended to support sukuk repayments.

Zetrix said negotiations were continuing. Its existing financing terms remained in force after the unsuccessful October meeting, and the new proposals still require agreement.

In its November 13 response to Bursa Malaysia, the company explained the delay in arranging another meeting:

"The next meeting with the sukukholders has not been fixed pending the latest development in regards to a further breach where the repayment of an amount of RM25 million has not been made. The company intends to repay this amount before the meeting with the sukukholders was to be held," it said.

Zetrix reported RM541.6 million in cash and cash equivalents at June 30, alongside RM1.34 billion in long term borrowings and RM853.06 million in short term debt. Those borrowings totalled approximately RM2.19 billion, about four times the cash balance at that date.

Fund Investors Feel the Default

MARC Ratings downgraded the RM2 billion sukuk programme to default after the missed November payment and discontinued its rating coverage. The move followed October's rating cuts, when the programme fell to C, one rung above payment default, amid repayment and governance concerns.

AmanahRaya Investment Management subsequently wrote off the full value of Zetrix sukuk held by four funds, effective November 10. The adjustment reduced the value assigned to those holdings to zero when calculating each fund's net asset value, or NAV. NAV measures the value of a fund's assets after liabilities, divided by its units.

The affected funds and their NAV per unit after the adjustment were:

• AmanahRaya Unit Trust Fund: 66.86 sen.
• AmanahRaya Syariah Trust Fund: 66.11 sen.
• AmanahRaya Mixed Asset Syariah Conservative Income Fund: 94.08 sen.
• AmanahRaya Syariah Income Fund: 72.63 sen.

AmanahRaya said the funds retained their rights to pursue principal and profit payments. Any money recovered will be added back to the funds' NAV for the benefit of investors holding units at that time.

In October, the manager had confirmed that three of its funds collectively held less than 30% of the sukuk, with exposure described as more than RM500 million but less than RM600 million. The November valuation adjustment covered four funds.

JPJ Suspension Removes a Major Revenue Stream

JPJ suspended Zetrix and subsidiary MyEG Sdn Bhd as collection agents from October 5 after outstanding government collections reached RM314 million. Authorities identified the collection period as May 19 to September 30, 2026.

The affected work included collecting payments for road tax and driving licence renewals and traffic summonses. Zetrix estimates the suspension will remove approximately 15% of group revenue, using JPJ's contribution at the end of 2025 as its reference, with a direct effect on profitability.

Zetrix is proposing several lump sum payments over a short period and the separation of future collections from other company funds. It said the outstanding amount remained unchanged while the government considered the proposal.

Transport Minister Anthony Loke Siew Fook said reinstatement would require settlement of the arrears and further conditions, including payments directly into the government's account. He also said the government was pursuing legal action to recover the money.

Police are separately investigating alleged failure to remit RM230.9 million. During the October police investigation, investigators recorded statements from six witnesses and examined documents under Section 409 of the Penal Code, which concerns criminal breach of trust. The relationship between the police figure and the RM314 million government claim has not been publicly explained.

Zetrix is reducing its physical electronic service centres to bring operating costs into line with its smaller business. It said it could not yet estimate the suspension's indirect effects over the following two quarters.

Unpaid Dividends and Discounted Share Options

Zetrix disclosed that RM49.76 million remained unpaid across 25 Central Depository System accounts in connection with its final dividend of 2.89 sen per share for the year ended December 31, 2025. These accounts hold investors' securities electronically.

The board is obtaining independent legal advice on litigation involving its dividend reinvestment plan and said it considered withholding the affected payments appropriate while deciding its next steps. Bursa Malaysia has directed payment of outstanding cash dividends to unaffected shareholders by November 23.

Zetrix also withdrew its first interim dividend for 2026, amounting to 0.25 sen per share, a move expected to conserve approximately RM20 million. The company said developments after the declaration required it to preserve working capital, the money used to meet everyday commitments.

At the same time, Zetrix is defending an employee share option offer intended, it said, to reward and retain employees, including people who had served for 26 years. The October 23 offer comprised 788.83 million options exercisable at 5.4 sen each, a 28% discount to that day's closing share price of 7.5 sen.

Four directors received a combined 57.5 million options, including 27.5 million for Wong. The scheme permits options covering up to 10% of issued shares and expires on December 23, 2030.

Full exercise could raise approximately RM42.6 million. Based on the share count disclosed with the offer, the resulting new shares would account for about 9.1% of enlarged share capital, reducing existing investors' proportional ownership. The potential proceeds equal approximately 2.1% of the RM2 billion sukuk principal.

Tax Challenge and Gaps in Financial Oversight

Zetrix plans to contest RM353.13 million in additional income tax assessments relating to transfer pricing and deemed interest for assessment years 2021 to 2023. The assessments involve subsidiary MyEG Sdn Bhd.

Transfer pricing concerns the prices used in transactions between related businesses. Deemed interest involves interest that tax authorities treat as arising for tax purposes. Zetrix said the assessments had no immediate effect on operations or financials, while an unsuccessful legal challenge could require payment. Case management is scheduled for November 20.

The company is also rebuilding financial oversight after the departures of independent directors Wong Kok Chau, Datuk Othman Semail and Mohaini Mohd Yusof. Their resignations left three directors: Wong Thean Soon, chairman Datuk Dr Norraesah Mohamad and Datuk Mohd Jimmy Wong Abdullah, with no audit committee.

Zetrix said it was working to appoint independent directors and rebuild board committees before the deadline for its third quarter results. Norraesah had been redesignated from executive chairman to nonexecutive chairman on October 23, after 20 years in the executive role.

External auditor TGS TW PLT's resignation was announced on September 28. Zetrix has sought proposals from three firms and expects to appoint a replacement by the end of November, before work begins on the audit for the year ending December 31, 2026.

Lending Transactions Draw Further Scrutiny

Zetrix's lending subsidiary, MY EG Finance Technologies Sdn Bhd, extended a RM100 million loan on March 26, 2018 to three private companies and six individuals. The borrowers included Ultimate Quality Success Sdn Bhd, Rosetta Partners Sdn Bhd and Rose Vision Sdn Bhd, with several connections to Zetrix and Wong.

Companies Commission of Malaysia filings recorded security consisting of 12 million Cuscapi Bhd shares. At their closing price of 41.5 sen on the loan date, those shares were worth RM4.98 million, approximately 5% of the loan amount.

The RM100 million charge remained registered against Rosetta Partners and Ultimate Quality in the filings examined. The current repayment balance and full recovery position were not disclosed.

MARC had raised concerns about Zetrix's transparency and corporate governance during the sukuk crisis. The lending transaction adds a concrete issue for investors assessing how group money has been deployed, alongside the immediate need to restore an audit committee and appoint an external auditor.

From Digital Expansion to November Deadlines

Zetrix, formerly MyEG Services Bhd, built its business around online government services, including road tax renewals, summons payments and foreign worker permits. Its exclusive position weakened as Malaysia moved toward government platforms and competing providers from 2023.

The company shifted toward artificial intelligence, blockchain and overseas business. Earlier in 2026 it was preparing to list its AI unit on Nasdaq. An AI avatar of Prime Minister Anwar Ibrahim was suspended days after its July 19 launch following political statements generated in exchanges with users. Wong said the company was working with the prime minister's team on safeguards before reactivation.

Wong, Zetrix's founder and managing director, expressed confidence in the company's ability to manage the crisis:

"We are confident we will weather this," he said.

Zetrix's November 13 closing share price of six sen compared with a year high of 85.8 sen on April 21. Its market value of RM473.9 million was less than a quarter of the RM2 billion sukuk principal. Market value measures the stock market's valuation of its shares, while debt repayments depend on cash available to the company.

The next milestones bring several separate demands together:

• November 20: case management for the tax dispute.
• November 23: Bursa's deadline for outstanding cash dividends to unaffected shareholders.
• November 27: scheduled release of third quarter financial results.
• End of November: target for appointing a replacement external auditor.
• March 2027: RM214 million sukuk payment identified in the company's October disclosure.

Zetrix's immediate commitments are to settle the overdue sukuk payment, negotiate financing changes, address JPJ arrears and restore its financial oversight. The third quarter results will provide a newer financial position than the June cash and borrowing figures disclosed before the suspension.

Key Points

• Zetrix says it cannot currently repay the full RM2 billion sukuk principal and is seeking changes to financing conditions.
• A November 6 payment was missed, prompting a default rating and full valuation writeoffs in four AmanahRaya funds.
• The JPJ collection suspension is expected to reduce group revenue by approximately 15%; RM314 million in government collections remains outstanding.
• The company faces a RM353.13 million tax dispute and unresolved dividend payments.
• New independent directors, board committees and an external auditor are being sought as November financial deadlines approach.