Adventa Berhad Seeks Shareholders’ Approval for Renewal of Related Party Transactions Mandate

Adventa Berhad (Bursa: 7191) has released a detailed circular to shareholders ahead of its upcoming Twenty-Third Annual General Meeting (AGM), scheduled for 23 June 2026, 3:00 p.m. at its registered office in Petaling Jaya, Selangor. The company seeks shareholder approval for the proposed renewal of the existing shareholders’ mandate for recurrent related party transactions (RRPTs) of a revenue or trading nature.

Key Highlights and Details for Investors

• Mandate Renewal for RRPTs: The company is requesting the renewal of a mandate, originally approved on 23 June 2025, to continue entering into RRPTs necessary for its day-to-day operations. These transactions are conducted with related parties and are said to be on an arm’s length basis, not more favourable to related parties than to the public and not detrimental to minority shareholders.
• Scope of Transactions: The RRPTs mainly involve:
  • Rental of office premises at 21, Jalan Tandang 51/205A, Seksyen 51, Petaling Jaya, Selangor between Adventa Healthcare Sdn. Bhd. and Executive Director/Major Shareholder Mr. Low Chin Guan (LCG), with an estimated value of RM210,000 for Adventa Healthcare Sdn. Bhd. and RM90,000 for Adventa Berhad for the period up to the next AGM.
  • Distribution of healthcare products from Adventa Healthcare Sdn. Bhd. to Lucenxia (M) Sdn. Bhd., a company wholly owned by LCG, with an estimated value of up to RM4,000,000 for the coming year. Notably, the actual aggregate value transacted in the previous mandate period was RM1,292,468, exceeding the earlier estimate of RM1,000,000 due to strong market demand and more competitive pricing from related parties.
• Interested Party and Abstentions: LCG, as an executive director and major shareholder, is the principal interested party and will abstain from all deliberations and voting on the resolution. He will also ensure that persons connected to him abstain from voting.
• Review and Safeguards: The Audit Committee has reviewed and deemed the group’s procedures sufficient to ensure all RRPTs are conducted at arm’s length and not detrimental to minority shareholders. Internal controls include reviewing at least two comparable transactions with unrelated parties where possible, maintaining transaction records, and annual internal audits.
• No Outstanding Receivables: As of 6 April 2026, there were no overdue amounts owed to the group by related parties under these transactions.
• Legal Matters: Adventa Healthcare Sdn. Bhd. is currently appealing a Sessions Court decision in a suit brought by Wellesta Truelife Sdn. Bhd., where Adventa Healthcare was ordered to pay RM217,861 plus interest and costs. The company’s counterclaim was dismissed, but management, based on legal advice, does not expect a material adverse effect from this litigation.
• Financial Impact: The renewal of the mandate is not expected to have any effect on issued share capital, net assets, earnings per share, gearing, or the shareholdings of substantial shareholders.

Potential Share Price Sensitivities

• Significant Increase in Transaction Value: The estimated RRPT value for product distribution to Lucenxia (M) Sdn. Bhd. is projected to quadruple (from RM1,000,000 to RM4,000,000) for the coming mandate period, signaling expectations of higher business volume and possible revenue growth for Adventa Healthcare Sdn. Bhd.
• Litigation Outcome Pending: The ongoing appeal regarding the Wellesta Truelife lawsuit carries some risk, but management believes the outcome will not materially affect the group’s financial position.
• Governance and Minority Shareholder Protection: The company’s commitment to transparency and the Audit Committee’s oversight may reassure investors concerned about related party dealings.

Important Notes for Shareholders

• Shareholders who cannot attend the AGM in person may appoint a proxy and must submit the proxy form no later than 48 hours before the meeting.
• The full circular and related documents are available on Adventa’s website and at its registered office for inspection.

Conclusion

The proposed renewal of the shareholders’ mandate for RRPTs is a routine but important resolution that allows Adventa Berhad to efficiently pursue its normal business operations with related parties under stringent safeguards. The sharp rise in the projected transaction value with Lucenxia (M) Sdn. Bhd. and the pending litigation may be of particular interest to investors monitoring the company’s financial prospects and risk exposures.

Disclaimer: This article is a summary and analysis of Adventa Berhad’s shareholder circular dated 30 April 2026. It is not investment advice. Investors should review the full document, consult with financial advisers, and consider their own circumstances before making investment decisions. The outcome of the pending litigation and the actual value of RRPTs may differ from estimates and could affect future financial results.

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