British and Malayan Holdings Limited 2025 AGM Minutes: Key Resolutions, Poll Results, and Shareholder Q&A

British and Malayan Holdings Limited AGM 2025: Key Highlights for Investors

British and Malayan Holdings Limited (“the Company”) recently held its Annual General Meeting (AGM) on 22 October 2025, providing shareholders with updates on financial results, operational performance, and strategic direction. The following report details the proceedings, key announcements, and issues of potential significance to investors.

1. Financial Performance and Results

The Company presented its audited financial statements for the year ended 30 June 2025, accompanied by the Directors’ Statement and Independent Auditor’s Report.
The only subsidiary, British and Malayan Trustees Limited (BMT), has shown reduced net losses while growing revenue and rationalizing costs. PreceptsGroup International Pte Ltd (Precepts), in which the Company holds a 35% equity interest, has been paying dividends since 2023. However, Precepts’ performance in the last financial year was lower than previous years.
There was a temporary increase in staff costs at BMT due to the overlap of outgoing and incoming Executive Directors. This situation is not expected to recur.
Professional fees rose, mainly due to transaction-related activities and legal advice involving Precepts and other matters.
The Company incurred a net loss of S\$1.2 million for FY2025. Management emphasized that losses are narrowing, but the pace of recovery is slower than desired. The Company is pursuing both organic and inorganic growth strategies, with progress expected over the next three to five years.

2. Board Changes and Directors’ Fees

Mr Nagaraj Sivaram retired from the Board, ceasing to be Chairman of the Audit and Risk Committee and Member of the Remuneration and Nominating Committees.
Mrs Elizabeth Hart and Mr Teo Shih Yee were both re-elected as Directors. Mrs Hart remains Chairman of the Nominating Committee and a member of the Audit and Risk and Remuneration Committees. Mr Teo remains Chairman of the Remuneration Committee and a member of the other two committees.
The Directors’ fees for FY2026 were approved at S\$168,000 (to be paid quarterly in arrears). This represents a decrease from the S\$170,000 paid in 2014, despite increased fiduciary obligations and the addition of a new director in the future.
No general salary increment was given to staff, except for 1-2 top performers who received approximately a 3% raise. New hires are compensated at market rates.

3. Auditors and Voting Results

Messrs RSM SG Assurance LLP were re-appointed as auditors, with authority granted to the Board to fix their remuneration.
All resolutions at the AGM, including ordinary and special businesses, were passed with 100% votes in favor, except for the re-election of Teo Shih Yee, where only 6.15 million shares voted (100% in favor).

4. Strategic Direction: Listing Status and Potential Delisting

Shareholders raised questions about the Company’s continued listing on the SGX, considering that The Nyalas Rubber Estates Ltd holds a substantial stake.
The Board, including Chairman Mr Lee Yung-Shih Colin, acknowledged that the costs and benefits of maintaining listing status are under ongoing review, especially as compliance expenses are significant. However, listing provides transparency and independence valued by clients and supports potential M&A opportunities.
The Board has received unsolicited, non-binding offers concerning the Company but has not received any binding offers. Any delisting decision would require an EGM and shareholder approval.
Delisting is not imminent but remains under regular evaluation by the Board.

5. Growth Prospects and Singapore’s Wealth Management Opportunity

The Board and Independent Directors highlighted Singapore’s position as a global financial hub and a leading trust jurisdiction, particularly with a major intergenerational wealth transfer expected in Asia over the next two decades.
The Company is focused on quality client onboarding, robust compliance (including anti-money laundering checks), and building a sustainable business around trust administration for high-net-worth families.
The Company is strengthening its team and investing in talent, which is seen as essential for future growth.

6. PreceptsGroup International Pte Ltd: Call Option and Investment

The Company holds a 35% equity stake in Precepts. There is a call option to acquire an additional 30%, expiring in the first week of January 2026. The Board continues to evaluate whether to exercise the option, which is subject to a minimum valuation clause in the shareholders’ agreement.
The Company has board representation at Precepts, allowing for oversight of its business and performance. The outcome of the call option decision could have material implications for the Company’s future earnings profile and capital allocation.

7. Employee Share Incentives

While authority was approved for the Board to issue shares under the Employee Share Option Scheme (ESOS) and Performance Share Plan (PSP), management stated that there are currently no plans to grant options or performance shares to existing employees.

8. Other Noteworthy Discussions

Minority shareholders’ interests are being actively safeguarded, with ongoing Board dialogue regarding the pros and cons of staying listed, potential delisting, and the Company’s strategic focus.
The Board is committed to holding an EGM for any material corporate action that could affect shareholders, such as a delisting or major investment decision.
Operational improvements have been observed at BMT under new leadership, with a focus on compliance and long-term client relationships.

Potential Price-Sensitive Information

Potential Delisting: The Board is actively evaluating the Company’s listing status. While no decision has been made, and no binding offers have been received, any future decision to delist could have a significant impact on share value.
Precepts Call Option: The decision on whether to exercise the call option to increase the Company’s stake in Precepts (expiring January 2026) could materially affect future earnings and capital structure.
Financial Performance: The narrowing of losses and strategic focus on both organic and inorganic growth may influence future profitability, but ongoing losses and slow recovery may weigh on the share price in the short term.

Conclusion

The 2025 AGM provided shareholders with a comprehensive overview of British and Malayan Holdings Limited’s operational progress, financial performance, and strategic challenges. Investors should closely monitor developments regarding the Company’s listing status and the potential exercise of the Precepts call option, as these could materially impact shareholder value. The Company’s focus on compliance, talent acquisition, and positioning within Singapore’s wealth management sector are positive signs, but continued losses and a slow recovery remain a concern for near-term share performance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should perform their own due diligence and consult with professional advisers before making investment decisions.