Talam Transform Berhad Calls EGM for Non-Binding Recommendation on Auditor Appointment and Transaction Review

Kuala Lumpur, 29 April 2026 – Talam Transform Berhad (“TTB”) has issued a detailed circular to shareholders ahead of an Extraordinary General Meeting (EGM) scheduled for Thursday, 14 May 2026 at 11:00 a.m. at D’RAKSH Golden Ballroom, Menara Maxisegar, Kuala Lumpur. The EGM will see shareholders voting on two key non-binding recommendations related to the appointment of a qualified auditor and the review of several significant company transactions.

Key Highlights from the Circular

• Non-Binding Recommendations: Shareholders will vote on whether to recommend the Board appoint a qualified auditor to review certain historical transactions and report findings to the Board. This recommendation is non-binding – the Board retains full discretion over implementation and selection of the auditor.
• Targeted Audit Firms: If the first recommendation is approved, shareholders will also recommend (non-binding) that the review be conducted by one of four major international firms: Ernst & Young, Deloitte, KPMG, or PricewaterhouseCoopers.
• Transactions to be Reviewed: The review (if implemented) will cover:
• Debt owed to IJM Properties Sdn Bhd (IJMP) – outstanding balance as at 31 March 2026 is RM279.4 million.
• The joint venture in Trident Treasure Sdn Bhd, including land disposal transactions and equity changes.
• Investment in Oaxis Sdn Bhd, specifically acquisition of shares by TTB’s subsidiary Zillion Development Sdn Bhd.
• Investment in Million Tiara (M) Sdn Bhd, where TTB’s subsidiary acquired a majority stake.
• Balance sale consideration owed by Xtra Touch Sdn Bhd for a land transaction, with RM25.5 million still due in units sharing.
• Background: The EGM and these proposals stemmed from a requisition by certain shareholders and subsequent court proceedings, resulting in a Consent Order between the Board and the requisitionists to put the (non-binding) proposals to a shareholder vote.

Details of the Transactions Under Scrutiny

1. IJM Properties Sdn Bhd (IJMP) Debt
   • Originates from a 2008 strategic alliance to regularise TTB’s defaulted loans and abandoned housing projects. IJMP entered joint ventures and acquired land, providing critical cash flow.
   • Repayments have been ongoing, with significant settlements in 2022 and 2025; RM27 million settled via project profits, RM7.44 million from land sales, and RM84 million expected from a pending land disposal.
   • Debt has been regularly audited with no reported irregularities.
2. Trident Treasure Sdn Bhd Joint Venture
   • Started in 2011 as a 40:60 JV for land development. The project faced delays and cost overruns, with repayment obligations restructured as cash with interest.
   • Recent sale of the land for RM91 million (SPA signed in Nov 2025, conditions fulfilled April 2026).
   • No adverse findings in annual external audits.
3. Oaxis Sdn Bhd Investment
   • In 2015, Zillion Development Sdn Bhd (TTB subsidiary) acquired a 25% stake in Oaxis. Remaining shares acquired by Prominent Xtreme Sdn Bhd (not related to TTB).
   • Transaction not a related party deal and has been audited with no issues found.
4. Million Tiara (M) Sdn Bhd Investment
   • In 2024, Winax Development Sdn Bhd (TTB subsidiary) acquired 60% of Million Tiara. The transaction was not a related party deal and was approved by the then board.
   • Audited with no raised concerns.
5. Xtra Touch Sdn Bhd Land Sale
   • Land sold in 2016 for RM70 million (valuation at RM22.1 million at the time). Settlement structured as part cash, part units sharing.
   • Cash payment of RM42 million made; RM28 million outstanding to be settled via units sharing (with RM2.5 million already paid in cash).
   • Delays due to planning approvals and land title issues; units delivery deadline extended to 2027 and 2029 for respective phases.
   • No related party concerns, and the deal has passed external audits.

Potential Price-Sensitive and Shareholder-Impacting Issues

• Material Costs: If the Board proceeds with the auditor review as per the proposals, it could result in “substantial costs” that may impact TTB’s earnings and cash flow.
• Board’s Position: The Board is advising shareholders to vote AGAINST both resolutions, arguing there is no evidence of misconduct in the transactions, and implementing the proposals would incur unnecessary expenses and divert management’s attention.
• Shareholder Activism and Board Dynamics: The circular highlights tension between the Board and requisitioning shareholders, including the involvement of the courts and a Consent Order. This could signal governance concerns or differing visions for the company’s direction, potentially impacting investor sentiment.
• Non-Binding Nature: Even if shareholders approve the proposals, the Board is not obligated to implement them or appoint any of the recommended audit firms. The final decision remains at the Board’s discretion.
• No Impact on Share Capital or Substantial Shareholding: The proposals, if implemented, will not alter the company’s net assets, share capital, or major shareholdings structure.

What Investors Should Watch

• The outcome of the EGM could influence market perception of TTB’s governance transparency and the Board’s responsiveness to shareholder concerns.
• If the Board ultimately decides to implement the audit review, the resulting findings (or lack thereof) on the five scrutinised transactions could be material and affect TTB’s share price.
• The costs of the review, if incurred, could impact near-term profitability and cash flows.
• Resolution of the ongoing shareholder activism and boardroom dynamics may have longer-term implications for TTB’s strategic direction and investor confidence.

EGM and Voting Logistics

• Shareholders unable to attend may vote by proxy, with forms required to be submitted at least 48 hours before the meeting.
• Voting will be conducted by poll in accordance with Bursa Malaysia Listing Requirements.
• The Record of Depositors as at 6 May 2026 will determine eligibility to attend and vote.

Disclaimer

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell shares of Talam Transform Berhad. Investors should conduct their own due diligence and consult their professional advisers before making investment decisions. The information has been compiled from the company’s public circular as at 29 April 2026 and may be subject to further updates or developments.

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