Minutes of General Meetings
[(Company No. 195701000211(3116-K)]
Minutes of the 71st Annual General Meeting of the Shareholders of the Company held at Function Rooms 2 & 3, Main Lobby Building, Kuala Lumpur Golf & Country Club, No. 10, Jalan 1/70D, Off Jalan Bukit Kiara, 6000 Kuala Lumpur, Malaysia on Friday, 4 September 2026 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:
(73 shareholders/proxies as per attendance record)
By Invitation
Auditors:
-Messrs Baker Tilly Monteiro Heng
Mr Jason Wong Yew Ming
Mr Oh Yan Por
Ms Wan Izzatul Lyana
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:
Ms Lee Soon Yoong
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 71st Annual General Meeting (“71st 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 71st 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 shareholders on 31 July 2026 was taken as read.
Procedures to be followed in tabling of resolutions
The Chairman informed the Meeting that, in accordance with the Bursa Malaysia Listing Requirements, all resolutions set out in the Notice of the Meeting would be voted by poll. Shareholders were reminded to retain their poll slips issued upon registration for voting purposes.
The shareholders were informed that Shareworks Sdn Bhd had been appointed as the Poll Administrator of the Meeting, and that Ms Lee Soon Yoong, a Chartered member of the Institute of Internal Auditors Malaysia (CMIIA) and Chartered Internal Auditors (CIA), had been appointed as the Scrutineer to scrutinize the polling process and to validate the votes cast at the Meeting.
The Chairman briefed the shareholders that the Meeting would proceed with the tabling and consideration of the four (4) Ordinary Resolutions, followed by a Question-and-Answer (“Q&A”) session; and thereafter, all the resolutions would be put for voting.
The Meeting then proceeded with the first agenda item as follows:
AGENDA ITEM 1
– AUDITED FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY FOR THE FINANCIAL YEAR ENDED 31 MARCH 2026 AND THE DIRECTORS’ AND AUDITORS’ REPORTS THEREON
The audited financial statements of the Group and the Company for the financial year ended 31 March 2026, together with the Reports of the Directors and Auditors thereon, which have been circulated to the shareholders on 31 July 2026 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.
Questions raised by the shareholders and responses from the Board are summarised under Q&A session on pages 4 to 7 of these Minutes.
The Chairman 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 TAN SRI DATO’ TAN HUA CHOON
The Chairman put to the Meeting, the following motion for consideration:-
“THAT Tan Sri Dato’ Tan Hua Choon, retiring pursuant to Article 98 of the Company’s Constitution, be re‑elected as a Director of the Company.”
No question was raised relating to this proposed resolution. The above motion was subsequently put to the Meeting for voting by poll.
(ORDINARY RESOLUTION 2)
– RE‑ELECTION OF DATO’ TEO KER-WEI
The Chairman put to the Meeting, the following motion for consideration:-
“THAT Dato’ Teo Ker-Wei, retiring pursuant to Article 98 of the Company’s Constitution, be re-elected as a Director of the Company.”
No question was raised relating to this proposed resolution. The above motion was subsequently put to the Meeting for voting by poll.
AGENDA ITEM 3
(ORDINARY RESOLUTION 3)
– 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.”
No question was raised relating to this proposed resolution. The above motion was subsequently put to the Meeting for voting by poll.
AGENDA ITEM 4
(ORDINARY RESOLUTION 4)
– DIRECTORS’ FEES FOR THE FINANCIAL YEAR ENDED 31 MARCH 2026
The Chairman informed that the Directors’ fees amounting to RM180,000 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 2026. He then put the following motion to the Meeting for consideration:
“THAT the payment of total Directors’ fees of RM180,000 in respect of the financial year ended 31 March 2026 be approved.”
No question was raised relating to this proposed resolution. The above motion was subsequently put to the Meeting for voting by poll.
There being no other business for which due notice had been received, the Chairman proceeded with the Q&A session and invited shareholders and proxy holders to raise their questions.
Q&A SESSION
The following matters were raised and discussed:
- Revenue Growth and Business Strategy
Mr Poravi A/L SP Sithambaram Pillay (“Mr Pillay”), a shareholder enquired about the Group’s relatively stagnant revenue and the strategies being undertaken to improve revenue and profitability.
The Chairman explained that the Group’s principal businesses comprised OEM manufacturing of personal care products and property development. The OEM business remained stable but continued to face intense competition, particularly from online channels. The Group would explore new customers to grow revenue and also focus on higher-margin and niche products to improve its product mix and profitability.
In respect of property development, the Chairman informed that the Group remained focused on the sector and continued to monitor market conditions closely. He added that the Group had been preparing the launch of a new property development project in Setapak, Kuala Lumpur, which is held 55% by the Group and 45% by IJM Land Berhad (“IJM”). In view of the prevailing market conditions, the launch had been deferred to allow further refinement of the product offering and marketing strategy.
- Riana Dutamas Project
Following discussion, the Chairman provided an update on the Group’s 50:50 joint venture with IJM for the Riana Dutamas Project at Jalan Segambut. Phases 1 and 2 had been completed and fully sold, while Phase 3 had been launched in late 2025.
Noted that the take-up rate for Phase 3 was approximately 15% as at the date of the AGM. The Chairman explained that the property market remained subdued, mainly due to affordability concerns, economic uncertainties and competition from other developments. Nevertheless, the Group remained confident in the project’s longer-term prospects.
The Chairman further explained that profit from the Riana Dutamas Project was recognised based on the Group’s share of the results of the joint-venture company (50:50 joint venture), rather than by consolidating the project’s revenue into the Group’s financial statements.
- Sungai Petani Land
Mr Pillay enquired about the Group’s plans for its commercial land in Sungai Petani.
The Chairman explained that the said piece of land was relatively small and was not presently considered suitable for individual development. However, the Group would consider any commercially viable proposal for its disposal.
- Future Business Outlook
Mr Lee Chow Ming (“Mr Lee”), a shareholder, enquired whether the Group intended to diversify into other industries in view of the prevailing property market conditions.
The Chairman stated that currently there is no plan to venture into other industries. The Group would instead focus on growing its existing OEM manufacturing and property development businesses. However, the Group would evaluate any new business opportunity.
The Chairman further stated that the Group expected to remain profitable in 2027, although the level of profit might not be comparable with years in which significant contributions were received from the earlier phases of the Riana Dutamas Project. Revenue was expected to remain broadly stable, while profitability would depend on sales and construction progress.
- Operating Expenses
Mr Lee sought explanation on the increase in employee benefit expenses from RM4,442,000 (FY 2025) to RM4,804,000 (FY 2026) and office premises expenses from RM327,000 (FY 2025) to RM442,000 (FY 2026).
The Chairman explained that the increase in office premises expenses at Group level was mainly attributable to the relocation to a new office premise, while the increase in personnel costs was primarily due to additional staff engaged for the property development project in Setapak.
- Financial Performance and Cash Flow
Mr Lee enquired about the Group’s financial results improvement for the first quarter of FY 2027, and whether the previous quarter’s loss was attributable to the mismatch of timing between completion and commencement of phases of the Group’s property development activities.
The Chairman explained that the previous quarter’s loss was mainly due to the completion of Phase 2 of the Riana Dutamas Project, which resulted in limited profit contribution from Property Development, together with financing and preliminary expenses relating to the Setapak land acquisition and development.
The Chairman further informed that the Group had returned to profitability following the commencement of construction of Phase 3 of the Riana Dutamas Project, enabling progressive recognition of revenue and profit based on sales and construction progress.
- OEM Business and Profit Margins
Mr Lee sought clarification from the Executive Director, Dato’ Teo Ker-Wei (“Dato’ Teo) on the relatively low profit margin of the OEM business (contract manufacturing), and the results of cost optimisation measures stated in the Management Discussion and Analysis section of the Annual Report.
Dato’ Teo explained that the OEM business involved the manufacturing of various personal care, skincare, hair care and baby care products. Margins had been affected by intense competition, particularly from online channels, and weaker demand for certain higher-margin products. The Group was therefore seeking to secure higher-margin, niche and export-market products to improve profitability.
Dato’ Teo also informed that the cost optimisation measures had resulted in lower labour and overtime costs, although research and development expenditure might increase as the Group developed new products.
To a further question from Mr Lee, Dato’ Teo confirmed that the OEM business was conducted on a business-to-business basis and that the Group was exploring new product categories, including perfumes, to improve margins.
- Use of Artificial Intelligence
Mr Rim Hashim, a proxy holder enquired if the Group has used any artificial intelligence (“AI”) in its operations.
The Chairman informed that AI tools are being used in various areas, including land acquisition analysis, property planning and design, construction planning and marketing. AI-assisted tools and computer-generated imagery were also being used for property marketing.
In response to concerns regarding data confidentiality, the Chairman confirmed that appropriate measures were put in place by the IT team to safeguard data protection and confidentiality.
- Shareholder Engagement and AGM Presentation
Mr Norhisham from the Minority Shareholders Watch Group suggested for future AGMs to include a brief presentation covering the Group’s businesses, projects, achievements, challenges and future plans.
The Chairman acknowledged the suggestions and agreed that the feedback would be taken into consideration for future AGMs.
A shareholder also suggested that future AGMs be held at venues with better access to public transportation. The Chairman noted that both convenience and cost would be taken into consideration when determining future AGM venues.
There being no further questions, the Chairman proceeded to put all four (4) Ordinary Resolutions for voting by way of poll. He informed the Meeting that the votes would be counted by the Poll Administrator and verified by the Scrutineer.
VOTES COUNTING
The Chairman called upon the representatives of Shareworks (Poll Administrator) to collect the poll slips from the floor.
Pending the counting of votes and verification of the poll results, the Chairman declared a recess of approximately 20 minutes and requested shareholders and proxy holders to return to the meeting room after the break, for the announcement of the poll results.
DECLARATION OF POLL RESULTS
The Meeting resumed at 12:30 p.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 | 144,495,902 | 99.9987 | 1,900 | 0.0013 | Accepted |
| Ordinary Resolution 2 | 144,495,902 | 99.9987 | 1,900 | 0.0013 | Accepted |
| Ordinary Resolution 3 | 144,488,202 | 99.9934 | 9,600 | 0.0066 | Accepted |
| Ordinary Resolution 4 | 144,481,002 | 99.9884 | 16,800 | 0.0116 | 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 12:35 p.m. with a vote of thanks to the Chair.
CONFIRMED AS TRUE AND
CORRECT RECORD
DATO’THOR POH SENG
Chairman
Kuala Lumpur
Date: 17 September 2026