Taliworks Corporation Berhad Proposes Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions: What Investors Must Know

Taliworks Corporation Berhad (“Taliworks” or “the Company”) has issued a circular to its shareholders, outlining a proposal to renew the existing mandate for Recurrent Related Party Transactions (RRPTs) of a revenue or trading nature. This proposal will be tabled for approval at the upcoming 35th Annual General Meeting (AGM) scheduled for 10 June 2026, 2:00 pm, at the Grand Ballroom, M World Hotel Petaling Jaya. The mandate, if approved, will allow the company and its subsidiaries to continue entering into specified RRPTs with related parties—transactions that are essential for the Group’s day-to-day operations.

Key Points in the Report

• Purpose of the Mandate: The RRPTs covered by this mandate involve transactions with major shareholders, directors, and persons connected to them. These are critical for the company’s core businesses, including water treatment and supply, toll highways, engineering, construction, renewable energy, and waste management.
• Rationale: The recurring nature and time-sensitive or confidential aspects of these transactions make it impractical to seek shareholder approval on a case-by-case basis. Annual mandate renewal streamlines operations and reduces administrative overhead, while ensuring corporate governance and compliance.
• Approval Process and Governance: The Audit and Risk Management Committee (ARMC) reviews all RRPTs to ensure they are conducted at arm’s length and on terms no more favorable to related parties than to the public. Benchmarking and approval processes are strictly enforced, and interested directors abstain from deliberation and voting on relevant matters.
• Classes of Related Parties Involved: Major Shareholders, Directors, and Persons Connected to them. Notable parties include Datin Irene Lim Ai Ling (Non-Independent Non-Executive Director), Dato’ Lim Chee Meng, Lim Chin Sean, and LGB Group Sdn Bhd.
• Estimated Transaction Values:
  • Exitra Sdn Bhd and Exitra Solutions Sdn Bhd: Estimated RM1.55 million for IT services, disaster recovery, broadband, hardware/software sales, etc.
  • LGB Engineering Sdn Bhd (LGBE): Potential awards or sub-contracts for infrastructure projects and provision of guarantees, but values are undetermined due to the nature of project-based work.
  • SWM Environment Holdings Sdn Bhd (SWMEH Group): Management services estimated at RM3.27 million for the next mandate period.
• Actual Values Transacted: For example, actual value transacted with Exitra from June 2025 to March 2026 was RM655,000, and with SWMEH Group was RM2.703 million over a similar period.
• Review Mechanisms: All RRPTs are monitored against estimated values disclosed to shareholders. Transactions exceeding estimates by 10% or more trigger immediate announcements to Bursa Malaysia Securities.
• No Amounts Overdue: As of 31 December 2025, there were no overdue amounts owed to the Group by related parties under the RRPTs.

Important Information for Shareholders

• Price Sensitivity:
  • The RRPTs pertain to the Group’s revenue streams and operational continuity in core businesses. Any changes, approval delays, or denials could impact revenue generation and potentially affect Taliworks’ share value.
  • The scale of transactions (notably with SWMEH and Exitra) and the relationships with major shareholders/directors mean any deviation in mandate approval or material change in related party dealings could be price-sensitive.
• Conflict of Interest and Voting:
  • Directors and major shareholders with interests in the RRPTs—namely Datin Irene Lim Ai Ling, Dato’ Lim Chee Meng, Lim Chin Sean, and LGB Group Sdn Bhd—will abstain from voting at the AGM. Persons connected to them must also abstain.
  • Transparency and governance mechanisms are in place to safeguard minority shareholder interests.
• Shareholding Disclosure:
  • LGB Group Sdn Bhd is the largest shareholder with a 49.95% direct interest. Dato’ Lim Chee Meng and Lim Chin Sean are also significant shareholders and directors.
  • Datin Irene Lim Ai Ling holds a 0.086% direct and 0.904% indirect interest; she is also a director in several related companies.
• Mandate Duration and Renewal:
  • The mandate, if approved, remains in force until the next AGM (subject to annual renewal) or until revoked by shareholders.
• No Material Litigation or Contracts: As at the latest practicable date, there are no material litigation or contracts outside the ordinary course of business that could affect the Group’s financial standing.

Potential Impact on Share Value

Given that the RRPTs form an integral part of Taliworks’ day-to-day operations and revenue streams, the approval or rejection of this mandate at the AGM could have a significant effect on the company’s earnings outlook and, by extension, its share price. The Company has emphasized that all transactions are conducted on arm’s length terms and not to the detriment of minority shareholders.

Shareholder Action Required

• Shareholders are urged to read the full circular and attend or vote at the AGM (either in person or by proxy) to decide on this resolution, which could materially affect the Group’s business operations and future performance.
• Proxy forms must be submitted at least 24 hours before the AGM, either online or via hard copy to Boardroom Share Registrars Sdn Bhd.

Additional Information and Inspection

• Relevant documents, including the Company’s Constitution and audited financial statements for 2024 and 2025, are available for inspection by appointment at the company’s office.

Disclaimer: This article is a summary and analysis based on Taliworks Corporation Berhad’s official circular to shareholders and is intended for informational purposes only. It does not constitute investment advice. Investors should review the full documents and consult their financial advisors before making any investment decision.

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