Minutes of General Meetings
(Company No. 3116-K)
Minutes of the 70th Annual General Meeting of the Shareholders of the Company held at Tournament Room, Ground Floor, West Lobby, Kuala Lumpur Golf & Country Club, No. 10, Jalan 1/70D, Off Jalan Bukit Kiara, 6000 Kuala Lumpur, Malaysia on Thursday, 4 September 2025 at 11:00 a.m.
Present
Board of Directors:
Dato’ Thor Poh Seng (Executive Director)
Dato’ Teo Ker-Wei (Executive Director)
Mr Woo Hin Weng (Independent Non-Executive Director)
Mr Lee Yu-Jin (Independent Non-Executive Director)
Ms Lim Lai Sam (Non-Independent Non-Executive Director)
Absent with apology:
Tan Sri Dato’ Tan Hua Choon (Chairman, Non-Independent Non-Executive Director)
Members/Proxies:
(43 shareholders/proxies as per attendance record)
By Invitation
Auditors:
-Messrs Baker Tilly Monteiro Heng
Mr Jason Wong Yew Ming
Ms Tan Zsu Wei
Ms Chan Sha Mayne
Finance Personnel:
Ms Lee Mei Chin
Mr Aaron Wong Hoe Yeen
Poll Administrator:
– Shareworks Sdn Bhd
Mr Goh Chin Khoon
Mr Kou Si Qiang
Scrutineer:
Mr Pang Harn Jiunn
In Attendance
Company Secretary:
Ms Loh Poh Wah
CHAIRMAN OF MEETING
Dato’ Thor Poh Seng presided over the Meeting and he welcomed all who were present at the 70th Annual General Meeting (“70th AGM”) of the Company. Dato’ Thor informed the Shareholders that the Chairman of the Board, Tan Sri Dato’ Tan Hua Choon, had sent his apologies for not being able to participate at this meeting due to other official engagements.
Dato’ Thor also informed that, in the absence of the Chairman, the other Board members had nominated himself to chair the 70th AGM.
QUORUM
The requisite quorum being present, Chairman of the Meeting (“the Chairman”) declared that the Meeting could proceed to business.
NOTICE OF MEETING
On the proposal of the Chairman and with the permission of the shareholders present, the notice convening the Meeting having been despatched to the members on 31 July 2025 was taken as read.
Procedures to be followed in tabling of resolutions
The Chairman briefed the shareholders that pursuant to the Main Market Listing Requirements, resolutions set out in notice of general meetings, were required to be voted by way of poll.
The shareholders were also briefed regarding the procedures to be followed in the tabling and approach of resolutions at the Meeting. The shareholders were informed that Shareworks Sdn Bhd had been appointed as the Poll Administrator of the Meeting, and that Mr Pang Harn Jiunn, an Associate member of the Institute of Internal Auditors Malaysia, had been appointed as the Scrutineer to scrutinize the polling process and to validate the votes cast at the Meeting.
Before discussing on the Agenda items, the Chairman informed that the Company had on 29 August 2025, received a letter from the Minority Shareholders Watch Group (“MSWG”) who raised some questions to be answered at the 70th AGM. The questions raised by MSWG, together with respective responses from the Board (“MSWG Q&A”) were projected on the screen for shareholders’ information. The Chairman also read out to the Shareholders, the MSWG Q&A as follows:
QUESTIONS Raised by MSWG
Operations & Financial Matters
Question 1: For the financial year ended 31 March 2025 (FYE 2025), the Group recorded an 8% decline in revenue, decreasing from RM28.49 million in FYE 2024 to RM26.22 million in FYE 2025. Profit before tax also fell from RM24.09 million in the previous year to RM18.36 million (a 24% decline) due to a lower share of profits from the joint venture in the property development segment, coupled with subdued consumer spending amid persistent inflationary pressures (Page 11 of the Annual Report (AR) 2025).
(a): Considering the 8% decline in revenue and 24% decline in profit, what specific strategies are being implemented to address these declines?
Response
The 8% decline in revenue was attributed to our contract manufacturing segment. To address the decline in revenue, the management plans to introduce more creative and new products to our customers to boost their product range, including soap-based shower creams, 72-Hour Anti-Perspirant Roll-Ons, P-Phenylenediamine-free hair colours and shower oils.
The decline in Profit before tax was mainly attributed to a lower share of profits from the joint venture in the property development segment due to the completion of Phase 2 of our Riana Dutamas project in the 3rd quarter of FYE 2025. We have recently launched Phase 3 and the share of profit in future quarters will increase in line with sales for the project.
(b): The Group’s share of results of a joint venture (JV) profit declined to RM19.4 million in FYE 2025 from RM22.8 million in FYE 2024 (Page 66 of AR 2025). What are the factors affecting this decline? What is the prospect of the JV’s performance in the next two financial years?
Response
As explained in our response to Question 1(a) earlier, the decline in the Group’s share of profit from the joint venture was mainly due to the completion and handover of Phase 2 of the Riana Dutamas project in the 3rd quarter of FYE 2025.
Phase 3 of the same project was launched recently and has yet to make any significant contribution to earnings. We expect share of profit from Phase 3 to gradually increase over the next two financial years in line with sales and as construction progresses.
Question 2: As at 31 March 2025, the Group has a total of approximately RM157.88 million property related inventories comprising non-current inventories of RM80.58 million and current inventories of RM77.30 million (Note 8, page 85 of AR 2025).
(a): As the Group has more than RM150 million in property-related inventories in the balance sheet and a new RM91.5 million term loan (Note 17, page 98 of AR 2025), what are the projected cash flows and sale timelines for the Stellaris and Riana StarPark projects (Page 12 of AR 2025)? How will these align with the Group’s loan servicing obligations and working capital needs?
Response
The RM91.5 million term loan was taken by our 55.0% owned subsidiary to finance 3 parcels of land in Setapak for our property development segment. This development will be named Riana StarPark and we target to launch Phase 1 of this development during FYE 2026, The term loan requires only interest servicing until August 2027 with principal repayments commencing thereafter. This structure provides the Group with adequate financial flexibility in the initial period before the launch of Phase 1 as current operating cash flows are sufficient to meet the interest obligations. Together with careful working capital management, the Group is well positioned to meet both loan servicing obligations and operational funding requirements when principal repayments commence.
As for Stellaris which is undertaken by our JV company, the JV company is well positioned to meet its operational and financial obligations following the successes of Phase 1 and Phase 2 of its development.
(b): The Group launched Phase 3 of the development, the “Stellaris”, comprising 1,143 residential and 4 retail units with a GDV of approximately RM820 million (Page 12 of AR 2025). To date, what is the take-up rate or booking status?
Response
Phase 3 was launched recently in the midst of a global economic uncertainty. Geopolitical tension, concerns on new US tariffs, global trade disruptions and rising inflation affect sentiment and in times like these, buyers become more cautious about major commitments such as buying a home. Due to the above market conditions, as at to-date, the take up rate is about 4.0%. To counter the slow-down in property market, we have increased our marketing efforts and introduced promotional campaigns and will continue to introduce attractive packages and events to boost sales. We are optimistic that sales will improve in the coming quarters.
Question (3): Coscolab (FCW’s wholly-owned subsidiary) Manufacturing Capacity Utilisation.
(a): What is Coscolab’s previous and current manufacturing capacity utilisation rate compared to an optimal level?
Response
Coscolab’s previous and current mixing capacities are 37.18% and 37.40%, which showed a marginal increase of 0.57%, while the previous and current filling capacities are 32.60% and 28.72%, and this represents a decrease of 11.90%. Our production rate is dictated by demand i.e. some products require either mixing or filling or both, and this requirement may differ from month to month. Given the different types of products and different fill sizes, production planning is a constant challenge. However, we are constantly reviewing our production planning to increase efficiency and utilisation rate.
(b): How does current utilisation affect Coscolab’s competitive pricing versus other contract manufacturers, if any?
Response
We take capacity utilisation into consideration in our pricing strategy, but we also take note that capacity utilisation may fluctuate from time to time. Our competitive advantage is we are able to provide specific and unique products to our customers at competitive prices compared to other manufacturers.
SUSTAINABILITY MATTERS
Question (4): To streamline its environment efforts, Coscolab has implemented the Environmental Management System framework and is expected to be certified under ISO 14001:2015 accreditation in FYE 2026, which signifies its strong commitment to environmental sustainability (Page 30 of AR 2025).
Question: What is the progress of pursuing the certification? What is the timeline and cost for achieving ISO 14001:2015 certification expected in FYE 2026?
Response
We managed to obtain the ISO14001:2015 in June 2025, after commencing the process in June 2024. We spent about RM30,000 in total in order to obtain this certification, with the proper accreditation from UKAS.
CORPORATE GOVERNANCE MATTER
Question (5): In line with the Conflict of Interest (COI) Policy adopted by the Group, various measures in eliminating/mitigating any Potential COI within the Group are in place, which include on-going assessment on COI/Potential COI during the annual performance appraisal for existing Directors and/or key senior management personnel, as well as for new appointments; abstention or recusal by the Affected Directors from deliberation and voting on any proceedings with potential conflict (Page 53 of AR 2025).
Question: While the COI policy is comprehensive on paper, can the Group provide certain examples from FYE 2025 where affected directors actually recused themselves from property related decisions, and how is compliance monitored in practice?
Response
Whenever a director or senior management is deemed to be in a COI situation, he or she will declare that he is an interested party and will abstain from all deliberations at Board meetings on the matter. As an example, when the Group acquired the land in Setapak, Kuala Lumpur from Jasa Kita Berhad Group, Tan Sri Dato’ Tan Hua Choon who is a common director and shareholder in both companies, being the interested party, had abstained from attending, deliberating and voting at all relevant Board and Shareholders meetings, and all relevant meetings involving any of the Advisors advising the transaction. Also the transaction has to be first reviewed by the Audit Committee before approval by the Board where the interested director will abstain from deliberations and voting.
Having finished with the session on the questions from MSWG and respective responses from the Board, the Chairman moved on to first item of the Agenda.
AGENDA ITEM 1
– AUDITED FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025 AND THE DIRECTORS’ AND AUDITORS’ REPORTS THEREON
The audited financial statements of the Group and the Company for the financial year ended 31 March 2025, together with the Reports of the Directors and Auditors thereon, which have been circulated to the shareholders on 31 July 2025 were tabled at the meeting for discussion.
It was noted that pursuant to Sections 248(2) and 340(1)(a) of the Companies Act 2016, the audited financial statements did not require formal approval of shareholders and hence, no voting was required on the item.
There being no question raised by the shareholders, the Chairman then proceeded to the second item of the Agenda.
AGENDA ITEM 2
– RE‑ELECTION OF DIRECTORS RETIRING IN ACCORDANCE WITH
ARTICLE 98 OF THE COMPANY’S CONSTITUTION
The Chairman informed the shareholders present that in accordance with Article 98 of the Company’s Constitution, two (2) Directors were due for retirement by rotation at the meeting and they were eligible for re-election.
(ORDINARY RESOLUTION 1)
– RE‑ELECTION OF DATO’ THOR POH SENG
As the Chairman was an interested party in this resolution, he vacated the Chair for his fellow Board member, Dato’ Teo Ker-Wei to proceed with the Meeting.
Dato’ Teo Ker-Wei proceeded to put to the meeting, the following motion for consideration:
“THAT Dato’ Thor Poh Seng, retiring pursuant to Article 98 of the Company’s Constitution, be re‑elected as a Director of the Company.”
There being no question raised by the shareholders, the above motion was put to the meeting for voting by poll.
(ORDINARY RESOLUTION 2)
– RE‑ELECTION OF MS LIM LAI SAM
Dato’ Thor resumed the Chair and put to the Meeting, the following motion for consideration:-
“THAT Ms Lim Lai Sam, retiring pursuant to Article 98 of the Company’s Constitution, be re-elected as a Director of the Company.”
There being no question raised by the shareholders, the above motion was put to the Meeting for voting by poll.
AGENDA ITEM 3
– RE‑ELECTION OF DIRECTORS RETIRING IN ACCORDANCE WITH
ARTICLE 105 OF THE COMPANY’S CONSTITUTION
The shareholders were informed that, another two (2) Directors were due for retirement by rotation at the meeting and they were eligible for re-election, in accordance with Article 105 of the Company’s Constitution.
(ORDINARY RESOLUTION 3)
– RE‑ELECTION OF MR WOO HIN WENG
The Chairman then put the following motion for consideration:-
“THAT Mr Woo Hin Weng, retiring pursuant to Article 105 of the Company’s Constitution, be re-elected as a Director of the Company.”
There being no question raised by the shareholders, the above motion was put to the Meeting for voting by poll.
(ORDINARY RESOLUTION 4)
– RE‑ELECTION OF MR LEE YU-JIN
The Chairman then put the following motion for consideration:-
“THAT Mr Lee Yu-Jin, retiring pursuant to Article 105 of the Company’s Constitution, be re-elected as a Director of the Company.”
There being no question raised by the shareholders, the above motion was put to the Meeting for voting by poll.
AGENDA ITEM 4
(ORDINARY RESOLUTION 5)
– RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG PLT AS AUDITORS OF THE COMPANY
The shareholders were informed that Messrs Baker Tilly Monteiro Heng PLT had indicated their willingness and consent to accept re-appointment as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.
The Chairman put the following motion to the Meeting for consideration:
“THAT Messrs Baker Tilly Monteiro Heng PLT be re-appointed as Auditors of the Company until the conclusion of the next Annual General Meeting of the Company and that their remuneration be fixed by the Directors.”
There being no question raised by the shareholders, the above motion was put to the Meeting for voting by poll.
AGENDA ITEM 5
(ORDINARY RESOLUTION 6)
– DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDED 31 MARCH 2025
The Chairman informed that the Directors’ fees amounting to RM179,000 were proposed to be paid to the Non-Executive Directors of the Company who had served the office during the financial year ended 31 March 2025. He then put the following motion to the Meeting for consideration:
“THAT the payment of Directors’ fees totaling RM179,000 in respect of the financial year ended 31 March 2025 be approved.”
The above motion was put to the Meeting for voting by poll. No question was raised relating to this proposed resolution.
There being no question raised by the shareholders, the above motion was put to the Meeting for voting by poll.
OTHER BUSINESS
The Chairman informed the members that the Secretary had not received any notice of other ordinary business.
VOTES COUNTING
The Chairman then called upon the representatives of Shareworks (Poll Administrator) to collect the poll slips from the floor.
Having ensured all poll slips were collected, the Chairman announced that the Meeting be adjourned for 20 minutes to allow the counting of votes and verification process to take place.
DECLARATION OF POLL RESULTS
The Meeting resumed at 11:55 a.m. The Chairman announced the poll results as projected on the screen, which were read as follows:
|
Resolutions |
Vote For |
Vote Against |
Results |
||
|
No. of Units |
% |
No. of Units |
% |
||
|
Ordinary Resolution 1 |
143,741,312 |
99.9987 |
1,906 |
0.0013 |
Accepted |
|
Ordinary Resolution 2 |
143,741,312 |
99.9987 |
1,906 |
0.0013 |
Accepted |
|
Ordinary Resolution 3 |
143,741,312 |
99.9987 |
1,906 |
0.0013 |
Accepted |
|
Ordinary Resolution 4 |
143,741,312 |
99.9987 |
1,906 |
0.0013 |
Accepted |
|
Ordinary Resolution 5 |
143,741,312 |
99.9987 |
1,906 |
0.0013 |
Accepted |
|
Ordinary Resolution 6 |
143,741,312 |
99.9987 |
1,906 |
0.0013 |
Accepted |
Based on the poll results, the Chairman declared all the resolutions tabled at the Meeting carried.
CONCLUSION
The Chairman thanked all the members and proxies for their participation. There being no further business, the meeting ended at 12:00 p.m. with a vote of thanks to the Chair.
CONFIRMED AS TRUE AND CORRECT RECORD
DATO’THOR POH SENG
Chairman
Kuala Lumpur
Date: 15 September 2025