The company is currently choked by a combination of criminal and civil government actions, alongside a structural breach of its RM2 billion sukuk that threatens immediate financial collapse.
The "technical" breach of the RM2 billion Sukuk Wakalah programme has matured into a severe default risk.
The company officially missed its October 22, 2026 deadline to rectify the covenant that explicitly required the Managing Director and founder to remain the single largest shareholder.
As at end of 29 Oct 2026, his combined direct and indirect shareholding is 1.84% while the largest shareholders of Zetrix AI are Socso with 216 million shares or 2.72%, followed by the World Bank’s private sector arm, the International Finance Corp, with 199.56 million shares or 2.51% .
Because no waiver was granted, the sukuk trustee holds the right to trigger a "dissolution event".
This legally allows lenders to demand the immediate repayment of RM2.16 billion (RM2 billion principal + RM164.5 million in future coupon payments).
Zetrix AI Bhd is fundamentally in a liquidation crisis rather than a potential standard PN17 trigger.
While PN17 deals with balance sheet equity or audit qualifications, the immediate threat facing Zetrix AI Bhd is technical insolvency—the absolute inability to meet cash flow obligations as they fall due.
With a total immediate liability of RM2.474 billion (RM314 million owed to JPJ + RM2.16 billion accelerated Sukuk) against a collapsed market capitalization of roughly RM600 million, the company faces an unavoidable path toward winding-up proceedings.
The failure to secure a waiver from sukukholders on October 22, 2026, bypasses the equity-restructuring nature of PN17 entirely thus equity restructuring (PN17) is logically off the table.
The recent announcement that it is withdrawing its first interim dividend of 0.25 sen per share for the financial year ending December 31, 2026 is clear indication.
If a dividend has been authorized but has not yet been paid, and the directors cease to be satisfied on reasonable grounds that the company will remain solvent immediately after the distribution is made, the directors must take all necessary steps to prevent the distribution from being made.
As Zetrix AI Bhd is staring down cash-flow insolvency proceeding with the payout is highly illegal.
If directors execute a dividend distribution while knowing the company cannot pass the statutory 12-month forward-looking solvency test, they face:
- Criminal Charges: Fines up to RM3 million and up to 5 years imprisonment.
- Personal Liability: Directors can be ordered by the court to personally refund the entire distributed amount back to the company’s asset pool to satisfy creditors.
Therefore, in a distress or liquidation scenario, a board is legally required to withdraw any unpaid declared dividends to preserve bare operational cash.
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