XMH Holdings Ltd. Announces Upward Adjustment to Purchase Consideration for Disposal of Mech-Power Generator Stake

Key Highlights

• Upward Adjustment to Purchase Consideration: XMH Holdings Ltd. (“XMH Holdings” or “the Company”) has announced an upward adjustment of S\$697,412 to the purchase consideration related to the proposed disposal of approximately 14.8% of the issued and paid-up ordinary shares in Mech-Power Generator Pte Ltd (“Mech-Power”).
• Transaction Terms: The adjustment follows the terms of the Sale and Purchase Agreement (“SPA”), which stipulates that the net indebtedness and net working capital of Mech-Power as at 1 October 2025 were both less than the respective figures as at 30 April 2025. This positive development triggered an increase in the disposal price.
• Payment Details: The additional S\$697,412 will be paid by the Purchaser to XMH Holdings as per the SPA, providing a direct financial benefit to the Company.
• Board and Management: The announcement was made by Tan Tin Yeow, Chairman and Managing Director, reflecting the Board’s commitment to transparency and value creation.

Implications for Shareholders and Investors

• Potential Share Price Impact: The upward adjustment to the purchase consideration could be viewed positively by the market, as it reflects an improved financial position at Mech-Power and a higher return for XMH Holdings on its disposal.
• Price Sensitivity: Any adjustment to the purchase consideration, especially an increase, is material information that may influence the Company’s financial performance and, consequently, its share value.
• Caution Advised: The Company has explicitly advised shareholders and potential investors to exercise caution when trading or dealing in the Company’s shares. Investors should closely monitor further updates and announcements related to this transaction.
• Ongoing Developments: Stakeholders are encouraged to review both this announcement and any subsequent communications from XMH Holdings to stay informed about transaction progress and related impacts on financial performance.

Detailed Transaction Overview

The Board of Directors of XMH Holdings Ltd. has provided an update on the proposed disposal of approximately 14.8% of the issued and paid-up ordinary shares in Mech-Power Generator Pte Ltd. This follows prior announcements made in September and October 2025 regarding the transaction.

The Sale and Purchase Agreement (SPA) included provisions for post-completion adjustments based on Mech-Power’s net indebtedness and net working capital as of 1 October 2025, compared to 30 April 2025. Both metrics were lower as of the later date, resulting in a mutually agreed aggregate upward adjustment of S\$697,412 to the purchase consideration.

This adjustment will be settled by the Purchaser in accordance with the SPA, enhancing the financial outcome of the disposal for XMH Holdings. The Board has reiterated the importance of careful consideration for all stakeholders and has urged investors to seek professional advice if uncertain about their investment decisions.

Conclusion

The upward adjustment to the disposal price is a significant development for XMH Holdings Ltd., as it directly improves the financial benefit derived from the transaction. Investors should remain attentive to further announcements and monitor the situation closely, given the potential for this news to impact share price performance.

Disclaimer

This article is for informational purposes only and does not constitute financial advice. Investors are advised to consult with their professional advisers before making any investment decisions. The information provided is based on the latest official announcement from XMH Holdings Ltd. as of 10 November 2025 and may be subject to change.

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