MR D.I.Y. Group (M) Berhad Proposes Renewal and New Shareholders’ Mandates for Recurrent Related Party Transactions (RRPTs)

Key Highlights from the Circular

• Renewal and New Mandate: MR D.I.Y. Group (M) Berhad (“MDGM”) is seeking shareholders’ approval for the renewal of the existing mandate and a new mandate to enter into recurrent related party transactions (RRPTs) of a revenue or trading nature at the upcoming 15th Annual General Meeting (AGM) on 3 June 2026.
• Scope of RRPTs: These RRPTs involve transactions between MDGM Group and various entities connected to major shareholders, including the provision of consultancy and shared functions services, sale and supply of goods, and rental of working space, among others.
• Magnitude of Transactions: The estimated values for the renewal of mandates total RM53 million for the period from 3 June 2026 until the next AGM, with a further RM13 million estimated for new mandates, including new service arrangements and the acquisition/lease of humanoid robots for retail outlets.
• Interested Parties: Major shareholders Tan Yu Yeh and Tan Yu Wei, along with entities such as Bee Family Limited, Yeh Family (PTC) Ltd., and WEI Future Capital (PTC) Ltd., are deemed interested parties and will abstain from voting.
• Controls and Safeguards: The Audit and Risk Management Committee (ARMC) has established comprehensive procedures to ensure all RRPTs are conducted at arm’s length, on normal commercial terms, and not detrimental to minority shareholders.
• Rationale: The RRPTs are expected to generate synergistic benefits, improve operational efficiency, enhance profit margins, and enable MDGM to respond swiftly to business needs without repeatedly seeking shareholder approval.
• No Material Litigation or Contracts: As of the latest practicable date, MDGM is not engaged in any material litigation, and has not entered into material contracts outside the ordinary course of business in the past two years.

Details Investors Must Know

• Potential Share Price Impact: The renewal and new mandates allow MDGM to expand its business operations and enter new technology-driven initiatives (e.g., humanoid robots in retail), which could impact revenue growth and operational efficiency—factors that are potentially price sensitive.
• Associated Risks: As these RRPTs involve major shareholders and connected parties, there is potential for conflicts of interest. However, MDGM has implemented robust governance (including ARMC oversight, internal audits, and requirement for at least two independent quotes for pricing) to mitigate these risks.
• Shareholder Voting: Interested shareholders and persons connected to them are required by regulation to abstain from voting on the resolution, ensuring impartiality in the approval process.
• Business Expansion and Innovation: The planned acquisition or lease of humanoid robots and international procurement services are clear signals of MDGM’s intent to innovate and expand its operational capabilities, which may lead to improved margins and enhanced customer experiences.
• Financial Effects: The mandates do not directly impact the issued share capital or shareholdings of substantial shareholders, and are not expected to have a material effect on earnings, net asset per share, gearing, or earnings per share of the Group in the immediate term.
• Transparency and Accountability: All RRPTs will be disclosed in the annual report, and the company is required to announce to Bursa Malaysia if the actual value of RRPTs exceeds the estimated value by 10% or more, ensuring ongoing transparency.
• Inspection of Documents: Shareholders may inspect key documents, including the company constitution and audited accounts for the past two years, at the company’s registered office until the date of the AGM.

Comprehensive Details of Proposed RRPTs

• Provision of Consultancy and Shared Functions Services to MDIH Group:
  • Estimated value: RM17 million (renewal) for 2026-2027 period.
  • Services include local merchandise procurement, financial reporting, consultancy, and ad-hoc services.
• Sale and Supply of Goods to Singapore Subsidiary:
  • Estimated value: RM30 million (renewal) for sale to Mr. D.I.Y. Trading (Singapore) Pte. Ltd.
• Rental of Working Space:
  • Estimated value: RM6 million (renewal) for rental of warehouse space to related parties.
• New Services from MDIH Group:
  • Estimated value: RM12 million (new mandate) for international product procurement, data management, and digital transformation services.
• Acquisition/Lease of Humanoid Robots:
  • Estimated value: RM1 million (new mandate) for humanoid robots and associated services from Mr. Robot Sdn. Bhd., an entity 80% owned by the major shareholders. The robots will be used for customer service, operational efficiency, and brand innovation in retail outlets.
  • Associated services include installation, maintenance, software support, and operational training.

Governance and Shareholder Protections

• Review Procedures: All RRPTs must be reviewed by the ARMC and approved by the Board. Pricing must be determined on an arm’s length basis, with at least two independent quotes where possible. Internal audits will monitor compliance.
• Abstention from Voting: Major shareholders and connected persons must abstain from voting on the relevant resolutions and have undertaken to ensure persons connected with them do the same.

Conclusion and Board Recommendation

The Board of MR D.I.Y. Group (M) Berhad considers the proposed RRPT mandates to be in the best interests of the company, supporting business growth, operational efficiency, and shareholder value while maintaining strong governance and transparency. The Board recommends that shareholders vote in favour of the resolutions at the upcoming AGM.

Disclaimer

This article is prepared for informational purposes only based on the official circular to shareholders of MR D.I.Y. Group (M) Berhad dated 28 April 2026. It does not constitute investment advice or a recommendation. Investors are advised to review the full circular and seek independent professional advice before making any investment decisions. The company’s actual performance and share price may differ based on market conditions and future developments.

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