Linkers Industries Ltd

D8 International Financial Reporting Standards

MY NASDAQ Non-accelerated Filer MY false 0001972074 FY

Class A Ordinary Shares, par value $0.0025 per share LNKS The Nasdaq Capital Market, LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: Warrants, each to purchase one ordinary share Title of Class Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☐ U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS iii DEFINITIONS iv PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3. KEY INFORMATION 1 B. Capitalization and Indebtedness. 1 C. Reason for the Offer and Use of Proceeds. 1 D. Risk Factors. 1 ITEM 4. INFORMATION ON THE COMPANY 21 A. History and Development of the Company. 21 B. Business overview. 23 C. Organizational structure. 37 D. Property, plant and equipment. 37 ITEM 4A. UNRESOLVED STAFF COMMENTS 38 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 38 A. Operating results. 38 B. Liquidity and capital resources. 45 C. Research and development, patents and licenses, etc. 50 D. Trend information. 50 E. Critical accounting estimates 50 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 51 A. Directors and senior management. 51 B. Compensation. 54 C. Board Practices. 55 D. Employees. 57 E. Share Ownership. 58 F. Disclosure of a registrant's action to recover erroneously awarded compensation. 58 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 58 A. Major Shareholders. 58 B. Related Party Transactions. 58 C. Interests of Experts and Counsel 61 ITEM 8. FINANCIAL INFORMATION 61 A. Consolidated Statements and Other Financial Information. 61 B. Significant Changes. 62 ITEM 9. THE OFFER AND LISTING 62 A. Offer and Listing Details. 62 B. Plan of Distribution. 62 C. Markets. 62 D. Selling Shareholders. 62 E. Dilution. 62 F. Expenses of the Issue. 62

ITEM 10. ADDITIONAL INFORMATION 62 A. Share Capital. 62 B. Memorandum and Articles of Association. 62 C. Material Contracts. 67 D. Exchange controls. 67 E. Taxation. 6 7 F. Dividends and paying agents. 68 G. Statement by experts. 68 H. Documents on display. 68 I. Subsidiary Information 68 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 69 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 69 PART II 70 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 70 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 70 ITEM 15. CONTROLS AND PROCEDURES 71 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 72 ITEM 16B. CODE OF ETHICS 72 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 72 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 72 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 72 ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 72 ITEM 16G. CORPORATE GOVERNANCE 72 ITEM 16H. MINE SAFETY DISCLOSURE 72 ITEM 16I. DISCLOSURE REGARDIGN FOREIGN JURISDICTION THAT PREVENT INSPECTIONS 72 ITEM 16J. INSIDER TRADING POLICIES 72 ITEM 16K. CYBERSECURITY 73 PART III 74 ITEM 17. FINANCIAL STATEMENTS 74 ITEM 18. FINANCIAL STATEMENTS 74 ITEM 19. EXHIBITS 74 REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS F-2 CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF OPERATIONS F-4 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS F-6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8

FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "goal," "objective," "anticipate," "believe," "estimate," "predict," "potential," "continue"and"ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this Annual Report are based upon information available to us as of the date of this Annual Report and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about: ● timing of the development of future business; ● capabilities of our business operations; ● expected future economic performance; ● competition in our market; ● continued market acceptance of our services and products; ● protection of our intellectual property rights; ● changes in the laws that affect our operations; ● inflation and fluctuations in foreign currency exchange rates; ● our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business; ● continued development of a public trading market for our securities; ● the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations; ● managing our growth effectively; ● projections of revenue, earnings, capital structure and other financial items; ● fluctuations in operating results; ● dependence on our senior management and key employees; and

These statements are subjective. Therefore, they involve known and unknown risks. They are based largely on our current expectations and projections about future events and financial trends, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, for reasons connected with measuring future developments, including: 1. the correct measurement and identification of factors affecting our business; 2. the extent of their likely impact; and/or 3. the accuracy and completeness of the publicly available information regarding the factors upon which our business strategy is based.

Forward-looking statements should not be read as a guarantee of future performance or results. They will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management's belief as of that time regarding future events. Consequently, they are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause actual performance or results to differ materially from those contained in forward-looking statements include, but are not limited to, those factors discussed under Item 3.D. "Risk Factors," that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. DEFINITIONS Unless otherwise indicated and except where the context otherwise requires, the following definitions are used in this Annual Report: ● "Articles"or"Articles of Association" are to the sixth amended and restated articles of association of our Company adopted on July 30, 2026, with effect from July 30, 2026 and as amended, supplemented and/or otherwise modified from time to time;

● "BVI"is to the British Virgin Islands;

●"BVI Act"is to the BVI Business Companies Act as amended from time to time;

●"Class A Ordinary Shares" are to the Class A ordinary shares with a par value of US$0.0025 each of LIL;

● "Class B Ordinary Shares" are to the Class B ordinary shares with a par value of US$0.0025 each of LIL;

● "Controlling Shareholder" is to Mr. Man Tak Lau, who beneficially owns an aggregate of 273,318 Ordinary Shares, including 23,318 Class A Ordinary Shares and 250,000 Class B Ordinary Shares, which will represent 15.43% of the total issued and outstanding Ordinary Shares, representing 77.03% of the total voting power.;

● "Exchange Act"is to the U.S. Securities Exchange Act of 1934, as amended;

●"Euro," "EUR,"or"€" is to the currency of the member states participating in the European Monetary Union;

● "Hong Kong"is to the Hong Kong Special Administrative Region of the PRC;

●"IPO" is to the initial public offering of our Class A Ordinary Shares, through our registration statement on Form F-1 (Registration No. 333-279752) originally filed with the SEC on May 28, 2024;

● "LAPL" is to Linkers Asia Pacific Limited, a company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of LIL;

● "LHKL" is to Linkers Hong Kong Limited, a company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of LAPL;

● "LPW" is to LPW Electronics Co Limited, a company incorporated in Thailand with limited liability, an associate of LAPL;

● "Malaysia Factory"is to the production site of TEM located in Kedah Darul Aman, Malaysia;

●"Memorandum"or"Memorandum of Association" is to the sixth amended and restated memorandum of association of our Company adopted on July 30, 2026, with effect from July 30, 2026 and as amended, supplemented and/or otherwise modified from time to time;

● "Ordinary Shares"or"Shares"are to the Class A Ordinary Shares and the Class B Ordinary Shares;

●"our operating subsidiary"or"operating subsidiary"is to TEM;

●"PRC", "China"or"Mainland China"is to the People's Republic of China;

●"RM"is to Ringgit Malaysia, the legal currency of Malaysia;

●"Securities Act"is to the U.S. Securities Act of 1933, as amended;

●"TEM" is to TEM Electronics (M) Sdn. Bhd., a company established in Malaysia with limited liability, a direct wholly-owned subsidiary of TSPL and an indirect wholly-owned subsidiary of LIL;

● "TSPL" is to TEM SP Limited, a company incorporated in the BVI with limited liability, a direct wholly-owned subsidiary of LIL;

● "U.S. dollars"or"US$"or"dollars"or"USD"are to the legal currency of the United States; and

●"we", "us", "our", "our Company", the "Company", "our Group", the "Group", or "LIL" in this annual report are to Linkers Industries Limited, a business company incorporated in the BVI with limited liability under the BVI Act on December 8, 2022.

PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION B. Capitalization and Indebtedness. Not applicable. C. Reason for the Offer and Use of Proceeds. Not applicable. D. Risk Factors. You should carefully consider all the information in this Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our Class A Ordinary Shares. One or more of a combination of these risks could materially impact our business, results of operations and financial condition. In any such case, the market price of our Class A Ordinary Shares could decline, and you may lose all or part of your investments. 1

Summary of Key Risks Risks Related to Doing Business in Malaysia Our operations are subject to various laws and regulations in Malaysia. Our business is regulated by various laws and regulations in Malaysia such as regulations on business licenses, intellectual property rights, employment, personal data and privacy, dividends, unmanned aircraft, distribution trade services and cybersecurity. Please refer to the section titled "Regulations" in this annual report for more details. Certain registrations, certificates and/or licenses for the conduct of our business are required under the above laws. Based on our experience, some of the laws and regulations of the place where we operate our business are subject to amendments, uncertainty in interpretation and administrative actions from time to time. Therefore, we cannot assure you that, for the implementation of our business plans and the introduction of any new services or products, we will be able to obtain all the necessary registrations, certificates and/or licenses. Any failure to comply with the above laws and regulations may give rise to fines, administrative penalties and/or prosecution against us, which may adversely affect our reputation, financial condition or results of operation. Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us. Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. Negative developments in Malaysia's socio-political environment may adversely affect our business, financial condition, results of operations and prospects. The Malaysian economy registered modest growth of approximately 3.1% in 2021 and after contraction of 5.6% in 2020, according to the Department of Statistics Malaysia. Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in adverse impacts on our revenues, cash flows, financial condition and business prospect. We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business. Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia's political, economic and social environment. 2

Fluctuations in exchange rates could adversely affect our business and the value of our securities. We are exposed to fluctuations in the value of the RM. To the extent the USD increases in value relative to the RM, our margins may be adversely affected. Foreign exchange rates may also impact trade between countries as fluctuations in currencies may impact the value of goods as between two trading countries. We do not take actions to hedge against foreign exchange and transaction risks and are therefore exposed to the swing in the value of the RM. Consequently, short-term or long-term exchange rate movements or controls may have a material adverse effect on our business, financial condition, results of operations and liquidity. We are subject to foreign exchange control policies in Malaysia. The ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of BNM. The foreign exchange policies monitor and regulate both residents and non-residents of Malaysia. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries may be affected. Since we are a BVI holding company and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition and results of operations. Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences. We are required to comply the Malaysia's anti-corruption laws and the United States Foreign Corrupt Practices Act ("FCPA"), which generally prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. As such, if we or our intermediaries fail to comply with the requirements of the FCPA or similar legislation, governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, operating results and financial condition.

We rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business. LIL is a BVI holding company and has no material assets other than the ownership of equity interests in our subsidiaries. We rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the fu