Graphjet Technology

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 22, 2025, Graphjet Technology (the “Company”) held its annual general meeting (the “AGM”) of the Company’s shareholders pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed with the U.S. Securities Exchange Commission on December 11, 2025 (the “Proxy Statement”). At the AGM, the Shareholders approved the Charter Amendment Proposal (as defined below) to reflect the Share Capital Increase (as defined below) and authorized the Company to file the Third Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), with the Registrar of Companies in the Cayman Islands. Following the approval of the Charter Amendment Proposal, the Company promptly filed the Amended Charter with the Registrar of Companies in the Cayman Islands. The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders. On the record date of December 11, 2025, the Company had 3,845,062 ordinary shares entitled to vote at the AGM, out of which 2,744,125, were represented in person or by proxy at the AGM. Accordingly, a quorum was present, and the AGM was lawfully convened for conducting the business to be presented. The Shareholders voted on the following proposals at the AGM, each of which was approved: (1) The Warrant Exercise Proposal — to approve, as an ordinary resolution, the proposal to permit the exercise of the 333,334 warrants held by Aiden Lee Ping Wei to purchase 3,333,340 Ordinary Shares. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 749,799 25,019 1,836,767 132,540 Excluding shares ineligible to vote: Votes For Votes Against 749,799 25,019 (2) The Share Issuances Proposal — to approve, as an ordinary resolution, the issuances of (i) 3,157,000 Ordinary Shares to International Liquidity, LLC (“ILP”) pursuant to that certain Master Loan Agreement entered into by the Company and ILP on October 16, 2025 (the “ILP Agreement”), (ii) 11,065,513 Ordinary Shares to Tan Chin Teong pursuant to that certain Share and Purchase Agreement entered into by the Company, Graphjet Technology Sdn Bhd, and Cosmo Esteem Sdn Bhd on August 19, 2025. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,550,726 24,354 36,505 132,540 (3) The Authorized Share Capital Proposal — to approve, as an ordinary resolution, the proposal to increase the Company’s authorized share capital from US$ 50,000 consisting of 8,333,333 Class A ordinary shares of US$ 0.006 per share, to US$ 6,000,000 consisting of 1,000,000,000 Class A ordinary shares of US$ 0.006 per share (the “Share Capital Increase”). Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,577,793 28,818 4,974 132,540 (4) The Charter Amendment Proposal — to approve, as a special resolution, the proposal to adopt amended and restated memorandum and articles of association in the form annexed to this Proxy Statement (the “Third A&R M&A”) in substitution for, and to the exclusion of, the Company’s current second amended and restatement memorandum and articles of association, to reflect the Share Capital Increase. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,712,720 25,035 6,370 N/A (5) The Director Election Proposal — to approve, as an ordinary resolution, the re-election of Chris Lai Ther Wei as a Class I director of the Board for another three-year term. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,580,569 21,716 9,300 132,540 (6) The Auditor Ratification Proposal — to ratify the selection by the audit committee of the Board of Kreit & Chiu, LLP to serve as the Company’s independent registered public accounting firm for the years ending September 30, 2024 and 2025. Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,727,024 8,250 8,851 N/A (7) The Adjournment Proposal — to approve, as an ordinary resolution, the adjournment of the Annual General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals or (y) if our Board determines before the Annual General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the “Adjournment Proposal”, and together with the Warrant Exercise Proposal, the Share Issuances Proposal, the Authorized Share Capital Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Auditor Ratification Proposal, the “Proposals”). Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 2,577,662 28,051 5,872 132,540