【TWL 7079 交流专区】（前名 TIGER ）

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TWL HOLDINGS BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Conversion of Loan Stocks
Details of corporate proposal	Conversion of RCULS to Ordinary Shares
No. of shares issued under this corporate proposal	110,496,600
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0300
Par Value($$) (if applicable)	Malaysian Ringgit (MYR)   0.000
Latest issued share capital after the above corporate proposal in the following
Units	5,876,347,035
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 420,670,754.600
Listing Date	19 Aug 2024

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TWL HOLDINGS BERHAD

Date of change	28 Aug 2024
Name	DATIN SEK CHIAN NEE
Age	57
Gender	Female
Nationality	Malaysia
Designation	Executive Director
Directorate	Executive
Type of change	Resignation
Reason	To focus on other personal commitments
Details of any disagreement that he/she has with the Board of Directors	No
Whether there are any matters that need to be brought to the attention of shareholders	No

Qualifications

No	Qualifications	Major/Field of Study	Institute/University	Additional Information
1	Diploma	Perguruan	Kementerian Pelajaran Malaysia

Working experience and occupation	Datin Sek Chian Nee completed her Diploma in Perguruan in Kementerian Pelajaran Malaysia in 1993. Upon graduation, she joined the education industry in Bahau, Negeri Sembilan Darul Khusus as a Teacher. She joined TWL Holdings Berhad as a Group Human Resources and Admin General Manager since 2006. She was appointed as an  Executive Director of TWL Holdings Berhad on 29 May 2015.
Family relationship with any director and/or major shareholder of the listed issuer	Datin Sek Chian Nee is the wife of Dato' Tan Wei Lian who is the Executive Chairman of TWL Holdings Berhad.
Any conflict of interests that he/she has with the listed issuer	NIL
Details of any interest in the securities of the listed issuer or its subsidiaries	DIRECT INTEREST: 241,509,513 ORDINARY SHARESINDIRECT INTEREST: 1,066,838,491

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Expiry/Maturity of the securities

TWL HOLDINGS BERHAD

Instrument Category	Securities of PLC
Instrument Type	Warrants
Type Of Expiry	Expiry/Maturity of the securities
Mode of Satisfaction of Exercise/Conversion price	Cash
Exercise/ Strike/ Conversion Price	Malaysian Ringgit (MYR) 0.0400
Exercise/ Conversion Ratio	1:1
Settlement Type / Convertible into	Physical (Shares)
Last Date & Time of Trading	18 Sep 2024 05:00 PM
Date & Time of Suspension	19 Sep 2024 09:00 AM
Last Date & Time for Transfer into Depositor's CDS a/c	27 Sep 2024 04:30 PM
Date & Time of Expiry	04 Oct 2024 05:00 PM
Date & Time for Delisting	07 Oct 2024 09:00 AM

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3478899

Attachments TWLH-Circular Expiry of Warrant D 26.08.2024 - FINAL.pdf

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2024	30 Jun 2023	30 Jun 2024	30 Jun 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	28,451	10,815	51,165	25,691
2	Profit/(loss) before tax	10,921	1,460	18,586	-2,641
3	Profit/(loss) for the period	672	1,411	7,292	-3,129
4	Profit/(loss) attributable to ordinary equity holders of the parent	672	1,411	7,292	-3,129
5	Basic earnings/(loss) per share (Subunit)	0.01	0.03	0.13	-0.08
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.0800		0.1100

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TWL HOLDINGS BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Exercise of Warrants
Details of corporate proposal	Conversion of Warrants D ( 2021/2024) to Ordinary Shares
No. of shares issued under this corporate proposal	80,723,437
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0400
Par Value($$) (if applicable)	Malaysian Ringgit (MYR)   0.000
Latest issued share capital after the above corporate proposal in the following
Units	5,965,743,072
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 425,414,311.630
Listing Date	18 Sep 2024

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TWL HOLDINGS BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Exercise of Warrants
Details of corporate proposal	Conversion of Warrants D ( 2021/2024) to Ordinary Shares
No. of shares issued under this corporate proposal	70,756,000
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0400
Par Value($$) (if applicable)	Malaysian Ringgit (MYR)   0.000
Latest issued share capital after the above corporate proposal in the following
Units	6,036,499,072
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 429,305,891.630
Listing Date	24 Sep 2024

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TWL HOLDINGS BERHAD

1. Details of Corporate Proposal
Involve issuance of new type/class of securities ?	No
Types of corporate proposal	Exercise of Warrants
Details of corporate proposal	Conversion of Warrants D ( 2021/2024) to Ordinary Shares
No. of shares issued under this corporate proposal	122,378,275
Issue price per share ($$)	Malaysian Ringgit (MYR)   0.0400
Par Value($$) (if applicable)	Malaysian Ringgit (MYR)   0.000
Latest issued share capital after the above corporate proposal in the following
Units	6,158,877,347
Issued Share Capital ($$)	Malaysian Ringgit (MYR) 436,036,696.760
Listing Date	27 Sep 2024

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TWL HOLDINGS BERHAD

Particulars of substantial Securities Holder

Name	TWL CAPITAL BERHAD
Address	T3-13A-20, 3 Towers, Menara 3, No. 296, Jalan Ampang Kuala Lumpur 50450 Wilayah Persekutuan Malaysia.
Company No.	200601021373
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	20 Sep 2024	65,705,400	Acquired	Direct Interest
	Name of registered holder	TWL Capital Berhad
	Address of registered holder	T3-13A-20, 3 Towers, Menara 3, No. 296, Jalan Ampang, 50450 Kuala Lumpur, Malaysia
	Description of "Others" Type of Transaction
2	26 Sep 2024	24,000,000	Acquired	Indirect Interest
	Name of registered holder	Datin Sek Chian Nee
	Address of registered holder	TWL Mansion, No. 88, Jalan Kilat, 70200 Seremban, Negeri Sembilan, Malaysia.
	Description of "Others" Type of Transaction
3	01 Oct 2024	15,000,000	Acquired	Indirect Interest
	Name of registered holder	Datin Sek Chian Nee
	Address of registered holder	TWL Mansion, No. 88, Jalan Kilat, 70200 Seremban, Negeri Sembilan, Malaysia.
	Description of "Others" Type of Transaction
4	01 Oct 2024	16,000,000	Acquired	Indirect Interest
	Name of registered holder	Datin Sek Chian Nee
	Address of registered holder	TWL Mansion, No. 88, Jalan Kilat, 70200 Seremban, Negeri Sembilan, Malaysia.
	Description of "Others" Type of Transaction
5	02 Oct 2024	11,645,000	Acquired	Indirect Interest
	Name of registered holder	Datin Sek Chian Nee
	Address of registered holder	TWL Mansion, No. 88, Jalan Kilat, 70200 Seremban, Negeri Sembilan, Malaysia.
	Description of "Others" Type of Transaction
6	08 Oct 2024	986,975	Acquired	Indirect Interest
	Name of registered holder	Dato' Tan Wei Lian
	Address of registered holder	TWL Mansion, No. 88, Jalan Kilat, 70200 Seremban, Negeri Sembilan, Malaysia.
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	1. Acquisition of Ordinary via Direct Business Transaction.2. Acquisition of Ordinary via Direct Business Transaction by Datin Sek Chian Nee.3. Acquisition of Ordinary via Direct Business Transaction by Datin Sek Chian Nee.4. Acquisition of Ordinary Shares through Open Market by Datin Sek Chian Nee.5. Acquisition of Ordinary Shares through Open Market by Datin Sek Chian Nee.6. Acquisition of Ordinary Shares through Open Market by Dato' Tan Wei Lian.
Nature of interest	Direct and Indirect Interest
Direct (units)	562,957,100
Direct (%)	9.097
Indirect/deemed interest (units)	878,728,279
Indirect/deemed interest (%)	14.2
Total no of securities after change	1,441,685,379
Date of notice	09 Oct 2024
Date notice received by Listed Issuer	09 Oct 2024

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Type	Announcement
Subject	OTHERS
Description	NOTICES OF ASSESSMENT FOR THE YEARS OF ASSESSMENT 2017,2018,2019,2021,2022, AND 2023.
TWL Holdings Berhad ("TWL") wishes to announce that TWL received notices of assessment for the years of assessment 2017,2018,2019,2021,2022, and 2023 ("Notices") by the Inland Revenue Board of Malaysia ("IRB") amounting in aggregate to RM36,025,774.46. The additional taxes and penalty are imposed based on the two issues:- (a) Deemed interest imposed on TWL under section 140A of the Income Tax Act; and (b) Disallowing deduction of employee share option scheme ("ESOS") expenses. Based on the legal advice and opinion obtained from the tax solicitors, TWL is of the view that it has a good basis in law to contend the said assessment were incorrectly raised by IRB. TWL has filed a judicial review against the IRB at the High Court of Malaya to challenge the matters arising from the said Notices. The hearing was held on 22 January 2025. Upon hearing from both parties, the Judge granted an interim stay order to stay the effect and enforcement of all the Notices of Assessment until the disposal of the leave application. The Judge fixed for a case management on 26.02.2025. This announcement is dated 06 February 2025.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2024	31 Dec 2023	31 Dec 2024	31 Dec 2023
		MYR'000	MYR'000	MYR'000	MYR'000

1	Revenue	20,847	6,817	40,099	16,169
2	Profit/(loss) before tax	6,076	2,824	11,073	6,450
3	Profit/(loss) for the period	5,084	2,822	8,474	5,597
4	Profit/(loss) attributable to ordinary equity holders of the parent	5,084	2,822	8,474	5,597
5	Basic earnings/(loss) per share (Subunit)	0.08	0.06	0.14	0.11
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent	0.0800		0.0800

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Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description	ACQUISITION OF SHARES IN TWL AVENUE (KAPAR) SDN BHD FORMERLY KNOWN AS TINTA LAND SDN BHD
CONTENTS: 1. INTRODUCTION The Board of TWL Holdings Berhad ("TWL") is pleased to announce that TWL has acquired 40.005% of the share capital of TWL Avenue (Kapar) Sdn Bhd (1458211-A) formerly known as Tinta Land Sdn Bhd ("TAKSB") comprising of 4,001,500 ordinary share of RM1.00 each fully paid for consideration of RM8.5 million ("Acquisition") from TWL Capital Berhad ("TCB"). 2. DETAILS OF THE ACQUISITION 2.1 Information on TCB TCB was incorporated in Malaysia under the Companies Act 1965 as a public limited company on 17.07.2006. The principal activities of the TCB are general trading and investment. The total issued of ordinary shares is RM10,000,000. The current directors of TCB are Dato Tan Wei Lian and Datin Sek Chian Nee. 2.2 Information on TAKSB TAKSB was incorporated in Malaysia under the Companies Act 2016 as a private limited company on 06.04.2022. The principal activity of TAKSB is property development. The total issued of ordinary shares in RM10,002,500. The current directors of TAKSB is Elaine Tan Yi Ying, Tan Lee Chin and Dato Tan Wei Lian. 3. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION The purchase consideration was on a willing buyer, willing seller basis. There will be no liabilities assumed by TWL arising from the Acquisition. 4. SOURCE OF FUNDING The purchase consideration for the Acquisition will be financed through internally generated funds. 5. RATIONALE FOR THE ACQUISITION The Acquisition allows for business growth and financially stability by creating new opportunities and increasing revenue to the Group. It helps strengthen resources, and support future projects. 6. RISK FACTOR The Board of TWL  is not aware of any specific risk factors arising from the Acquisition other than the normal and market risks. 7. FINANCIAL EFFECTS 7.1 Share Capital The Acquisition has no effect on the share capital of TWL as it was satisfied entirely by fund generated internally. 7.2 Net Assets The Acquisition is not expected to have any significant effect on the Net Assets of the TWL's Group for the financial year ending 30 June 2025. 7.3 Earnings The Acquisiton is not expected to have any material effect on the earnings per share of the TWL's Group for the financial year ending 30 June 2025. 8. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSON CONNECTED WITH THEM Save as disclosed below, none of the Directors and/or major shareholders of TWL, and/or person connected with them have any interest, either direct or indirect, in the Acquisition: A. INTERESTED DIRECTOR i. Dato Tan Wei Lian is an Executive Chairman of TWL. He is also the director of TCB and TAKSB. He is the brother of Ms. Tan Lee Chin. ii. Ms. Tan Lee Chin is a Managing Director of TWL and director of TAKSB. She is the sister of Dato Tan Wei Lian. Dato Tan Wei Lian and Ms. Tan Lee Chin are collectively known as the Interested Director. B.INTERESTED MAJOR/SUBSTANTIAL SHAREHOLDER i. Datin Sek Chian Nee is the director of TCB and also substantial shareholder of TWL. ii. TCB is a substantial shareholder of TWL. Accordingly, the Interested Directors have abstained from deliberating on the Acquisition at the relevant Board Meeting. 9. PARTICULARS OF LIABILITIES TO BE ASSUMED There are no liabilities including contingent liabilities to be assumed by TWL arising from the Acquisition. 10. DEPARTURE FROM THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE OF SECURITIES The Acquisition does not involve any issue/offer of securities, the Securities Commission's Policies and Guidelines on Issue/Offer of Securities are therefore not applicable. 11. DIRECTORS STATEMENTS The Board (save for the Interested Director), having considered all aspects of the Acquisition, including the basis, justification, rationale, and effects of the Acquisition is of the opinion the Acquisition is in the best interest of TWL.   12. AUDIT & RISK COMMITTEE'S STATEMENT The Audit and Risk Committee (save for the Interested Directors), after having considered all relevant aspects of the Acquisition, including source of funds, the basis and justifications, rationale and effects is of the opinion that the Acquisition is the best interest of TWL, fair, reasonable, and on normal commercial terms and also not detrimental to the interested and non-interested party.   13. APPROVAL REQUIRED The Acquisition is not subject to the approval of the shareholders of TWL nor from relevant parties. The announcement is dated 27 March 2025.

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Type	Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID	IQL-07042025-00001
Subject	ACQUISITION OF SHARES IN TWL AVENUE (KAPAR) SDN BHD FORMERLY KNOWN AS TINTA LAND SDN BHD
Description	REPLY TO QUERY- ACQUISITION OF SHARES IN TWL AVENUE (KAPAR) SDN BHD FORMERLY KNOWN AS TINTA LAND SDN BHD
Query Letter Contents	We refer to your Company's announcement dated 27 March 2025, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Malaysia Securities Berhad with the following additional information for public release:- 1. To state the date on which the terms of the Acquisition were agreed upon and provide the salient terms of the Acquisition. 2. To state the manner in which the consideration of consideration of RM8.5 million will be satisfied including the terms of payment. 3. To provide the substantial shareholders of TCB and TAKSB together with their respective direct and/or indirect shareholdings. If the substantial shareholder of TCB and TAKSB is a corporation, to provide the names of the substantial shareholders of the corporation. 4. To clarify whether TAKSB will be a subsidiary/ associate company of TWL upon completion of the Acquisition. 5. To provide the financial information of TAKSB to be acquired including the net profits and net assets. 6. To provide the basis for the purchase consideration, other than on “willing buyer willing seller” and the justification thereof. 7. In your rationale, please provide a brief description of the business/projects of TAKSB that will allow for business growth and financial stability of TWL. 8. To state the risks including said normal and market risks. 9. To provide the highest percentage ratio applicable to the Acquisition. 10. To state the estimated time frame to complete the Acquisition. 11. To furnish separately to the Exchange the computation of percentage ratios applicable to the Acquisition.
We refer to the Company's announcement dated 27 March 2025 and the query from Bursa Malaysia Securities Berhad via its letter dated 07.04.2025 in relation to the Acquisition. Kindly refer to the attachment for additional information as requested by Bursa Malaysia Securities Berhad. This announcement is dated 08.04.2025.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3541469

Attachments Reply to Bursa Query.pdf