TECHNA-X BERHAD ("TXB" OR THE "COMPANY")

(I) PROPOSED SHARE CAPITAL REDUCTION;

(II) PROPOSED DEBT SETTLEMENT;

(III) PROPOSED PRIVATE PLACEMENT;

(IV) PROPOSED ESOS TERMINATION; AND

(V) PROPOSED ESOS

1. INTRODUCTION

On behalf of the Board of Directors of TXB ("Director(s)") ("Board"), TA Securities Holdings Berhad ("TA Securities") wishes to announce that the Company proposes to undertake the following proposals:

(i) proposed reduction of RM38.00 million of the Company's issued share capital pursuant to Section 117 of the Companies Act 2016 ("Act") ("Proposed Share Capital Reduction");

(ii) proposed settlement of debts amounting to approximately RM1.17 million owing by TXB to certain creditors ("Settlement Amount") to be satisfied entirely via the allotment and issuance of 77,710,000 new ordinary shares in TXB ("TXB Shares" or "Shares") ("Settlement Shares") at an issue price of RM0.015 per Settlement Share ("Proposed Debt Settlement");

(iii) proposed private placement of up to 111,484,300 new TXB Shares, representing up to 30% of the total number of issued TXB Shares (excluding treasury shares, if any) ("Placement Shares") at an issue price to be determined later ("Proposed Private Placement");

(iv) proposed termination of the existing employees' share option scheme ("ESOS") of up to 15% of the total number of issued Shares (excluding treasury shares, if any) for the eligible employees as well as executive and non-executive Directors of the Company and its subsidiaries (collectively referred to as "TXB Group" or "Group") (excluding dormant subsidiaries), which was established on 1 October 2021 and will expire on 30 September 2026 ("ESOS 2021") ("Proposed ESOS Termination"); and

(v) proposed establishment of a new ESOS of up to 15% of the total number of issued Shares (excluding treasury shares, if any) for the eligible employees and Directors of the Group (excluding dormant subsidiaries and foreign subsidiaries incorporated out of Malaysia, if any) ("Proposed ESOS").

The Proposed Share Capital Reduction, Proposed Debt Settlement, Proposed Private Placement and Proposed ESOS are collectively referred to as the "Proposals".

Further details of the Proposals and the Proposed ESOS Termination are set out in the ensuing sections of this announcement.

2. DETAILS OF THE PROPOSALS AND PROPOSED ESOS TERMINATION

2.1 Details of the Proposed Share Capital Reduction

The Proposed Share Capital Reduction entails the reduction of the Company's issued share capital pursuant to Section 117 of the Act, via the reduction of the Company's issued share capital of RM38.00 million. The corresponding credit of RM38.00 million arising from such cancellation will be used to set-off the accumulated losses of the Company, while any remaining balance will be credited to the retained earnings of the Company which may be utilised in such manner as the Board deems fit and in the best interest of the Company, as permitted by the relevant and applicable laws, Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements") as well as the Constitution of TXB. The Board has determined the amount of RM38.00 million for the Proposed Share Capital Reduction to eliminate the accumulated losses from the Company's books, after taking into consideration the accumulated losses of the Company of RM31.01 million and accumulated losses of the Group of RM34.80 million as at 31 December 2025 and estimated expenses for the Proposals of approximately RM0.59 million. The Board does not intend to create an excessive balance being credited to the retained earnings as a result of the Proposed Share Capital Reduction. Barring unforeseen circumstances and depending on the Group's financial performance moving forward, there is no assurance that the Group will remain with retained earnings after the completion of the Proposed Share Capital Reduction.

As at 22 May 2026, being the latest practicable date prior to the date of this announcement ("LPD"):

(i) the Company's issued share capital is RM69.81 million comprising 293,904,543 TXB Shares;
(ii) the Company does not have any treasury shares; and
(iii) the Company does not have any outstanding ESOS options that were granted but yet to be exercised under the ESOS 2021 which took effect on 1 October 2021.

For illustrative purposes, the Proposed Share Capital Reduction shall have the following effects:

	Audited
	As at 31 December 2025
	Group	Company
	RM'000	RM'000
Accumulated losses	(34,798)	(31,009)
Add:
Credit from the Proposed Share Capital Reduction	38,000	38,000
Less:
Estimated expenses for the Proposals (1)	(590)	(590)
Resultant retained earnings	2,612	6,401

Note:

(1) The estimated expenses for the Proposals are set out in note 2 under Section 2.3.6 of this announcement.

The Group's accumulated losses of approximately RM34.80 million as at 31 December 2025 were mainly due to the losses incurred by the Group over the past financial years. The summary and commentaries of the financial information of TXB Group for the past 3 audited financial years ended ("FYEs") 31 December 2022, 18-month financial period ended ("18M-FPE") 30 June 2024 and 18M-FPE 31 December 2025 are set out in Appendix I of this announcement.

Subject to the approval of the Proposed Share Capital Reduction by the shareholders of the Company at an extraordinary general meeting ("EGM") to be convened by way of a special resolution, the Company will send a notice to the Director General of the Inland Revenue Board of Malaysia and the Registrar of Companies ("Registrar") within 7 days of the date of the special resolution for the Proposed Share Capital Reduction in accordance with Section 117(1)(a) of the Act. Pursuant to Section 117(4) of the Act, the Company need not to meet the solvency requirements, as the Proposed Share Capital Reduction is undertaken solely by way of cancellation of the paid-up share capital which is lost or unrepresented by available assets.

If no application for cancellation of the special resolution is made under Section 118(2) of the Act for the Proposed Share Capital Reduction to take effect, the Company shall lodge with the Registrar after the end of 6 weeks, and before the end of 8 weeks, from the date of the special resolution, the relevant documents as prescribed in accordance with Section 119(1) of the Act. The Proposed Share Capital Reduction shall take effect when the Registrar has recorded the information lodged in the appropriate register in accordance with Section 119(3) of the Act. The Company will make an immediate announcement on Bursa Securities on the effective date of the Proposed Share Capital Reduction.

The Proposed Share Capital Reduction will not result in the following:

(i) any adjustment to the share price of the TXB Shares;
(ii) any change in the total number of TXB Shares in issue or the number of Shares held by the shareholders of TXB;
(iii) any payment to the shareholders of TXB; and
(iv) any cash outflow or change in net assets ("NA") of the Group, save for the estimated expenses to be incurred in relation to the Proposals.

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2.2 Details of the Proposed Debt Settlement

On 26 May 2026, the Company had entered into settlement agreements with each of the following creditors ("Creditor(s)") to settle the respective agreed settlement sum, i.e. the Settlement Amount, via the allotment and issuance of Settlement Shares at an issue price of RM0.015 per Settlement Share ("Settlement Issue Price") to the respective Creditors ("Settlement Agreement(s)") as follows:

Creditors	Outstanding amount as at the LPD	Amount to be settled	Outstanding amount after the Proposed Debt Settlement	(1) No. of Settlement Shares to be issued
	RM'000	RM'000	RM'000
M&A Securities Sdn Bhd ("M&A Securities")	347	347	-	23,124,000
Majestic Salute Sdn Bhd ("MSSB")	545	545	-	36,332,000
Teh & Lee Advocates & Solicitors ("T&L")	274	274	-	18,254,000
Total	1,166	1,166	-	77,710,000

Note:

(1) Based on the Settlement Issue Price.

The salient terms of the Settlement Agreements are as attached in Appendix II of this announcement.

The Proposed Debt Settlement is not a related party transaction as none of the Directors, major shareholders, chief executive of the Company and/or persons connected with them has any interest, direct or indirect in the Proposed Debt Settlement.

The Proposed Debt Settlement will be implemented before the implementation of the Proposed Private Placement. In the event that the Proposed Share Capital Reduction, Proposed Private Placement and/or Proposed ESOS is not approved by the Company's shareholders at an EGM to be convened, the Company will still continue to implement the Proposed Debt Settlement.

2.2.1 Information of the Creditors

(i) M&A Securities

M&A Securities was incorporated under the Act 1965 in Malaysia on 2 July 1973 as a private limited company and is deemed incorporated under the Act. The issued share capital of M&A Securities is RM210.00 million comprising of 140,000,000 ordinary shares issued for cash, 10,000,000 ordinary shares issued otherwise than for cash and 60,000,000 preference shares issued for cash. M&A Securities is principally involved in the provision of corporate finance services as well as dealing in securities and acting as stock and share broker.

As at the LPD, M&A Securities is a wholly owned subsidiary of M & A Equity Holdings Berhad.

As at the LPD, the directors of M&A Securities are as follows:

Name	Nationality	Designation	Direct
			No. of shares	%
Loo Hooi Beng	Malaysian	Director	-	-
Ng Jet Heong	Malaysian	Director	-	-
Dato’ Wong Gian Kui	Malaysian	Director	-	-
Thong Kok Yoon	Malaysian	Director	-	-
Dato’ Yong Lei Choo	Malaysian	Director	-	-
Y.A.M. Tengku Aishah	Malaysian	Director	-	-
Binti Sultan Haji
Ahmad Shah
Tan Choon Peow	Malaysian	Director	-	-

Neither M&A Securities, the directors or shareholder of M&A Securities is:

(a) a major shareholder or Director of TXB, as the case may be; nor
(b) a person connected to the Directors, major shareholder or chief executive of TXB.

Nature of debt owing to M&A Securities

Pursuant to the Settlement Agreement dated 26 May 2026, TXB and M&A Securities have agreed that TXB shall settle the outstanding amount of RM0.35 million owing to M&A Securities via the allotment and issuance of 23,124,000 Settlement Shares by TXB to M&A Securities at the Settlement Issue Price.

The details of the debt owing by the Company to M&A Securities are as follows:

Period	Purpose	Amount
		RM'000
Since 25 August 2022	Professional fees for the provision of advisory services to TXB	167
Since 18 September 2024	Professional fees for the provision of advisory services to TXB	210
	Repayment as at the LPD	(30)
Total		347

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(ii) MSSB

MSSB was incorporated under the Act in Malaysia on 27 September 2017 as a private limited company. The share capital of MSSB is RM2,000,000 comprising of 2,000,000 ordinary shares. MSSB is principally involved in the business of licensed money lending.

As at the LPD, the directors and shareholders of MSSB are as follows:

Name	Nationality	Designation	Direct
			No. of shares	%
Ng Kok Wah	Malaysian	Director	2,000,000	100.00

Neither MSSB, the director or shareholder of MSSB is:

(a) a major shareholder or Director of TXB, as the case may be; nor
(b) a person connected with the Directors, major shareholder or chief executive of TXB.

Nature of debt owing to MSSB

Pursuant to the Settlement Agreement dated 26 May 2026, TXB and MSSB have agreed that TXB shall settle the outstanding amount of RM0.55 million owing to MSSB via the allotment and issuance of 36,332,000 Settlement Shares by TXB to MSSB at the Settlement Issue Price. The details of the debt owing by the Company to MSSB are as follows:

| Period | Purpose | Amount
RM'000 |
| --- | --- | --- |
| Since 9 March 2026 | Repayment of outstanding obligations (1) | 545 |
| Total | | 545 |

Note:

(1) MSSB bought over the outstanding amount owed by TXB to AAC Tax Services Sdn Bhd, AAC & Associates PLT, HLB Ler Lum Chew PLT and Ler Lum Chew Tax Sdn Bhd ("AAC and Ler Lum Entities"), which arose from the provision of audit, accounting and tax-related professional services to TXB. The aggregate outstanding amount owing by TXB to AAC and Ler Lum Entities of RM544,983.42 have been assigned by the AAC and Ler Lum Entities to MSSB with effect from 9 March 2026.

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(iii) T&L

T&L was established on 1 August 2000 in Malaysia as law firm partnership. T&L is a registered law firm with the Malaysian Bar that offer services in corporate, commercial, banking, real property and litigation matters. As at the LPD, details of the partners of T&L are as follows:

Name	Nationality	Designation
Teh Lip Jin	Malaysian	Partner
Lee Chong Hoe	Malaysian	Partner
Aw Ee Leng	Malaysian	Partner

Neither T&L or the partners of T&L is:

(a) a major shareholder or Director of TXB, as the case may be; nor
(b) a person connected with the Directors, major shareholder or chief executive of TXB.

Nature of debt owing to T&L

Pursuant to the Settlement Agreement dated 26 May 2026, TXB and T&L have agreed that TXB shall settle the outstanding amount of RM0.27 million owing to T&L via the allotment and issuance of 18,254,000 Settlement Shares by TXB to T&L at the Settlement Issue Price.

The details of the debt owing by the Company to T&L are as follows:

Period	Purpose	Amount RM'000
Since 1 March 2024	Professional fees for the provision of legal services to TXB	169
Since 1 April 2024	Professional fees for the provision of legal services to TXB	71
Since 10 January 2025	Professional fees for the provision of legal services to TXB	34
Total		274

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2.2.2 Basis and justification for the Settlement Issue Price

The Settlement Issue Price of RM0.015 per Settlement Share was determined based on negotiations between the parties to the Settlement Agreements after taking into consideration, among others, the following:

(i) rationale for the Proposed Debt Settlement as set out in Section 3.2 of this announcement;

(ii) the 5-day volume weighted average market price ("5D-VWAP") of TXB Shares up to and including 25 May 2026, being the last trading day prior to the date of the Settlement Agreement ("LTD"), of RM0.015; and

(iii) the Creditors had agreed to hold equity in TXB as a form of repayment of the outstandings due to the respective Creditors as at the LPD. As such, the Creditors are exposed to the market risk of TXB Shares which is influenced by, among others, the market sentiments, the liquidity of TXB Shares, volatility of the equity markets as well as the financial performance of TXB.

Premised on the above, the Board is of the view that the Settlement Issue Price of RM0.015 per Debt Settlement Share is reasonable.

2.2.3 Ranking of the Settlement Shares

The Settlement Shares shall, upon allotment and issuance, rank equally in all respects with the existing TXB Shares, save and except that the Settlement Shares will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid to the shareholders of the Company, the entitlement date of which is prior to the date of allotment and issuance of the Settlement Shares.

2.2.4 Listing and quotation of the Settlement Shares

The Settlement Shares will, upon allotment and issuance, be listed on the Main Market of Bursa Securities ("Main Market").

An application will be made to Bursa Securities for the listing and quotation of the Settlement Shares on the Main Market.

2.2.5 Take-over implication

The issuance of Settlement Shares to the Creditors pursuant to the Proposed Debt Settlement will not give rise to any mandatory general offer obligations under the Malaysian Code on Takeovers and Mergers 2016 and the Rules on Take-overs, Mergers and Compulsory Acquisition issued by the Securities Commission Malaysia.

2.2.6 Utilisation of proceeds

The Settlement Shares will be issued as settlement of the outstanding amount owing to the Creditors. Therefore, there will be no proceeds to be raised from the issuance of Settlement Shares.

2.3 Details of the Proposed Private Placement

2.3.1 Placement Size

The Proposed Private Placement entails the issuance of the Placement Shares, representing up to 30% of the total number of issued Shares (excluding treasury shares, if any).

As at the LPD:

(i) the Company's issued share capital is RM69.81 million comprising 293,904,543 TXB Shares;

(ii) the Company does not have any treasury shares; and

(iii) the Company does not have any outstanding ESOS options that were granted but yet to be exercised under the ESOS 2021.

To facilitate the Proposed Private Placement, the Company does not have the intention to grant any further ESOS options under the ESOS 2021 until the completion of the Proposed Private Placement.

The Proposals are not inter-conditional upon each other. In the event that the approvals for all the Proposals are obtained, the Company intends to complete the Proposed Private Placement after the completion of the Proposed Debt Settlement. Notwithstanding the foregoing, in the event that the Company is unable to implement the Proposed Debt Settlement, Proposed Share Capital Reduction and/or Proposed ESOS, the Company will still proceed with the implementation of the Proposed Private Placement to meet the funding requirements of the Group.

Based on the above, the number of Placement Shares to be issued pursuant to the Proposed Private Placement is illustrated based on the following assumptions:

Minimum Scenario	Up to 88,171,300 Placement Shares, based on the assumption that the Proposed Share Capital Reduction and Proposed Debt Settlement are not completed prior to the implementation of the Proposed Private Placement.
Maximum Scenario	Up to 111,484,300 Placement Shares, based on the assumption that the Proposed Share Capital Reduction and Proposed Debt Settlement are completed prior to the implementation of the Proposed Private Placement.

The actual number of Placement Shares to be issued will be determined and announced at a later date after the receipt of the approvals from Bursa Securities for the listing and quotation of the Placement Shares on the Main Market and the Company's shareholders at an EGM to be convened for, among others, the Proposed Private Placement.

2.3.2 Placement arrangements

The Placement Shares will not be placed to the following persons or parties in compliance with Paragraph 6.06(1) of the Listing Requirements:

(i) a Director, major shareholder of chief executive of the Company, or a holding company of TXB ("Interested Person");

(ii) a person connected with the Interested Person; and

(iii) nominee corporations, unless the names of the ultimate beneficiary are disclosed.

The Placement Shares are intended to be placed to independent third party investor(s) who qualify under Schedules 6 or 7 of the Capital Market and Services Act 2007 ("CMSA") ("Placee(s)"), which include inter-alia, the issuance of the Placement Shares to each of them for a consideration of not less than RM250,000 or the issuance of the Placement Shares is made to high-net worth individuals whose net personal assets exceed RM3,000,000 or to corporations with NA exceeding RM10,000,000.

The identities of the Placees as well as the actual number of Placement Shares allocated to each of them will only be determined at a later date after the receipt of all relevant approvals for the Proposed Private Placement.

Subject to market conditions and the timing of identification of the Placees, the Proposed Private Placement may be implemented in 1 or more tranches within 6 months from the date of approval from Bursa Securities for the Proposed Private Placement or any extended period as may be approved by Bursa Securities. The implementation of the placement arrangement in multiple tranches would provide flexibility to the Company to procure interested Placees to subscribe for the Placement Shares within the period as approved by Bursa Securities.

If the Placement Shares are to be issued in multiple tranches, the issue price for each tranche of the Placement Shares may be determined separately and in accordance with market-based principles.

2.3.3 Basis of determining and justification of the issue price of the Placement Shares

The issue price of each tranche of the Placement Shares will be determined separately and fixed by the Board at a later date after the receipt of all requisite approvals for the Proposed Private Placement ("Price-Fixing Date(s)").

The Placement Shares will be priced at not more than 20% discount to the 5D-VWAP of TXB Shares up to and including the last trading day prior to the Price-Fixing Date(s).

The Board is of the opinion that the maximum discount of 20% to the 5D-VWAP of TXB Shares will provide the Company with more flexibility when fixing the issue price of the Placement Shares and will increase its attractiveness for the Placee(s) to subscribe for the Placement Shares with an aim to raise the required funds for the purposes as detailed in Section 2.3.6 of this announcement.

For illustrative purposes, the issue price of the Placement Shares is assumed at RM0.015, representing a discount of approximately RM0.0013 or 7.98% to the 5D-VWAP of TXB Shares up to and including the LPD of RM0.0163.

2.3.4 Listing and quotation of the Placement Shares

The Placement Shares will, upon allotment and issuance, be listed on the Main Market.

An application will be made to Bursa Securities for the listing and quotation of the Placement Shares on the Main Market.

2.3.5 Ranking of the Placement Shares

The Placement Shares shall, upon allotment and issuance, rank equally in all respects with the existing TXB Shares, save and except that the Placement Shares will not be entitled to any dividends, rights, allotments and/or any other distributions which may be declared, made or paid to the shareholders of the Company, the entitlement date of which is prior to the date of allotment and issuance of such Placement Shares.

2.3.6 Utilisation of proceeds

Based on the indicative issue price of RM0.015 per Placement Share, the gross proceeds from the Proposed Private Placement are intended to be utilised by the Group in the following manner:

Description	Minimum Scenario	Maximum Scenario	Estimated timeframe for use of proceeds upon receipt
	RM'000	RM'000
Working capital (1)	740	1,082	Within 12 months
Estimated expenses relating to the Proposals (2)	583	590	Immediately
Total	1,323	1,672

Notes:

(1) The allocated proceeds for working capital shall be utilised to finance the day-to-day operations of TXB Group, as and when the need arises, as follows:

Description	Minimum Scenario	Maximum Scenario
	RM'000	RM'000
Payments to suppliers and creditors	444	649
Staff salaries and related costs as well as other operating and administrative expenses	296	433
Total	740	1,082

(2) The breakdown of the estimated expenses in relation to the Proposals consist of the following:

Description	Minimum Scenario	Maximum Scenario
	RM'000	RM'000
Professional fees and placement fees	428	435
Fees to relevant authorities	124	124
Contingencies and other incidental expenses in relation to the Proposals	31	31
Total	583	590

The actual proceeds to be raised from the Proposed Private Placement will depend on the issue price(s) of the Placement Shares and the number of Placement Shares issued. In the event that the actual proceeds raised from the Proposed Private Placement varies from the above estimated gross proceeds, the surplus or deficit proceeds shall be adjusted to or from the amount allocated for the working capital of the Group.

Pending utilisation of the proceeds from the Proposed Private Placement for the above purposes, the unused proceeds will be placed in interest-bearing deposits with licenced financial institutions and/or short-term money market instruments as the Board deems fit. The interests derived from the deposits placed with financial institutions and/or any gains arising from the short-term money market instruments will be used as additional working capital for the Group as detailed in note (1) above, such as, among others, payments to suppliers and creditors, staff salaries and related costs as well as other operating and administrative expenses, the allocation of which has not been determined at this juncture and will be based on the Group's requirements at the relevant time.

In the event of any change to the utilisation of proceeds raised from the Proposed Private Placement as detailed above, the Company will make an immediate announcement and seek the approval of its shareholders at a general meeting to be convened, where required, in compliance with Paragraph 8.22 of the Listing Requirements.

2.4 Details of the Proposed ESOS Termination

On 1 October 2021, the Company established ESOS 2021 which entailed the issuance of up to 15% of the total number of issued Shares (excluding treasury shares, if any). ESOS 2021 is effective for a period of 5 years and will expire on 30 September 2026, unless extended for a further period of up to 5 years, in accordance with the by-laws governing the ESOS 2021.

Since the establishment of ESOS 2021 and up to the LPD, a total of 37,361,900 Shares has been issued pursuant to the exercise of the ESOS options under the ESOS 2021, representing approximately 12.71% of the total number of issued Shares as at the LPD. As at the LPD, the Company does not have any outstanding ESOS options that were granted but yet to be exercised under the ESOS 2021. The Company's ESOS committee does not intend to offer any further ESOS options under the ESOS 2021.

In view of the above, the Board proposes to terminate ESOS 2021 and replace it with the Proposed ESOS. Pursuant to the by-laws governing the ESOS 2021, the Company may terminate the ESOS 2021 subject to compliance with the requirements of Bursa Securities and the Company immediately announce on Bursa Securities on the following:

(i) the effective date of termination;
(ii) the number of ESOS options exercised or Shares vested; and
(iii) the reasons for termination.

Upon termination of ESOS 2021, with effect on and from the termination date:

(i) no further offer shall be made by the Company's ESOS committee;
(ii) all offers which have yet to be accepted by any eligible persons shall automatically lapse or cease to have effect; and
(iii) all the ESOS options which have yet to be exercised shall automatically lapse or cease to have effect.

For the avoidance of doubt, the Proposed ESOS Termination does not require any approval from the existing grantees or the Company's shareholders under the by-laws governing the ESOS 2021, and the information in relation to the Proposed ESOS Termination is included in this announcement for information purposes only.

The effective date for the Proposed ESOS Termination will be determined and announced at a later date by the Board after obtaining all the relevant approvals for the Proposed ESOS. For clarification purposes, the Proposed ESOS will only be implemented after the completion of the Proposed ESOS Termination. Please refer to Section 3.4 of this announcement for the reasons for terminating ESOS 2021.

2.5 Details of the Proposed ESOS

The Proposed ESOS entails the granting of ESOS options ("ESOS Options") to the employees and Directors of the Group (excluding dormant subsidiaries and foreign subsidiaries incorporated out of Malaysia, if any), who fulfil the criteria of eligibility for participation in the new ESOS ("New ESOS" or "Scheme") ("Eligible Person(s)") to subscribe for TXB Shares in accordance with the by-laws governing the New ESOS ("By-Laws"). The ESOS Options shall entitle the Eligible Persons to subscribe for new Shares at an exercise price to be determined at a later date ("Option Price").

The Scheme will be administered and managed by a committee to be appointed and duly authorised by the Board ("ESOS Committee") and shall be governed by the By-Laws. The ESOS Committee will comprise such persons to be identified and appointed by the Board from time to time.

Under the Scheme, an Eligible Person may, at the sole and absolute discretion of the ESOS Committee, be offered in writing a certain number of ESOS Options ("Offer"), based on the eligibility criteria mentioned in Section 2.5.2 of this announcement, at the relevant offer dates ("Date of Offer").

The salient terms and conditions of the Scheme are set out below.

2.5.1 Maximum number of new Shares available under the New ESOS

The maximum number of new Shares which may be issued under the New ESOS shall not in aggregate exceed 15% of the total number of issued Shares (excluding treasury shares, if any) at any point of time during the duration of the New ESOS as set out in Section 2.5.4 of this announcement ("Maximum ESOS Shares") ("Duration of the ESOS").

In the event that the aggregate number of Shares allocated under the Scheme exceeds the Maximum ESOS Shares at any point in time as a result of the Company purchasing or cancelling its own shares in accordance with the provisions of the Act and/or undertaking any other corporate proposal(s) resulting in the reduction of the Company's total number of issued shares, no further ESOS Options shall be offered until such aggregate number of Shares to be issued under the New ESOS falls below the Maximum ESOS Shares. Any ESOS Options granted prior to the adjustment of the total number of issued Shares (excluding treasury shares, if any) shall remain valid and exercisable in accordance with the terms of the By-Laws.

Please refer to Section 6.1 of this announcement for the illustrative effects on the Company's issued share capital pursuant to the exercise of ESOS Options.

2.5.2 Eligibility

Subject to the By-Laws, any employee or Director of the Group (excluding dormant subsidiaries and foreign subsidiaries incorporated out of Malaysia, if any) may be considered as eligible from time to time and at any time for the purposes of the Scheme by the ESOS Committee.

Eligible Persons who fulfil the following criteria of eligibility as at the Date of Offer shall be eligible for consideration by the ESOS Committee to participate in the Scheme:

(i) in respect of an employee, the employee must fulfil the following criteria:

(a) has attained the age of 18 years and is not an undischarged bankrupt nor subject to any bankruptcy proceedings;

(b) has either the following:

(aa) has been employed by the Group as a full-time employee or serving in a specific designation under an employment contract with the Group for a fixed duration (or any other contract as may be determined by the ESOS Committee), is on the payroll of any company within the Group, has since been confirmed in writing and is no longer under any probation, and has not served a notice of resignation or received a notice of termination prior and up to the Date of Offer; or

(bb) is employed by a corporation which is acquired by the Group during the Duration of the ESOS and becomes a subsidiary of the Group upon such acquisition, he/she must be an employee which has been confirmed in writing and is no longer under any probation, and/or for such period as may be determined by the ESOS Committee as at the date that such company becomes or is deemed to be a subsidiary of the Group and has not served a notice to resign or received a notice of termination prior to and up to the Date of Offer; and

(cc) is under such categories and/or fulfils such other eligibility criteria as may be determined by the ESOS Committee from time to time at its absolute discretion.

(ii) in respect of a Director, the Director must fulfil the following criteria:

(a) has attained the age of 18 years and is not an undischarged bankrupt nor subject to any bankruptcy proceedings;

(b) has either the following:

(aa) has been appointed as a Director of any company within the Group which is not dormant, for at least 1 year prior to and up to the Date of Offer; or

(bb) is appointed as a Director by a corporation which is acquired by the Group during the Duration of the ESOS and becomes a subsidiary of the Group upon such acquisition, he/she must be a Director for at least 1 year prior to and up to the Date of Offer; and

(cc) is under such categories and/or fulfills such other eligibility criteria as may be determined by the ESOS Committee from time to time at its absolute discretion.

The selection of any Eligible Person for participation in the New ESOS shall be at the sole discretion of the ESOS Committee whose decision shall be final and binding.

For the avoidance of doubt, the ESOS Committee may at its sole and absolute discretion determine any other eligibility criteria and/or waive any of the eligibility criteria as set out above, for purposes of selecting an Eligible Person, from time to time, provided always that no member of the ESOS Committee shall participate in the deliberation or discussion of their own allocation of the ESOS Options or allocation of the ESOS Options to the persons connected with them.

If any Eligible Person who is a Director, major shareholder or chief executive of the Company or person connected with a Director, major shareholder or chief executive of the Company is eligible to participate in the Scheme, the specific allocation of the ESOS Options granted by the Company to such persons under the Scheme must first be approved by the shareholders of the Company at a general meeting, provided that the Director, major shareholder or chief executive of the Company as well as persons connected with them shall not vote on the resolution approving the allocation to them or persons connected with them.

The eligibility for consideration under the New ESOS shall not confer upon the Eligible Persons a claim or right to participate in or any rights whatsoever under the New ESOS and an Eligible Person does not acquire or has any rights over the ESOS Options unless an Offer has been made in writing by the ESOS Committee to the Eligible Person and the Eligible Person has accepted the Offer in accordance with the terms of the Offer and the By-Laws ("Grantee(s)").

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2.5.3 Basis of allocation and maximum allowable allocation

The aggregate maximum number of Shares that may be allocated to any Eligible Persons shall be determined by the ESOS Committee provided that the number of new Shares allocated to any Eligible Persons who, either singly or collectively through persons connected with the Eligible Persons, holds 20% or more of the total number of issued shares of the Company (excluding treasury shares, if any), shall not exceed 10% of the Maximum ESOS Shares ("Maximum Allowable Allocation").

Subject to the Maximum ESOS Shares, Maximum Allowable Allocation and any adjustment which may be made under the By-Laws, the basis for determining the aggregate number of Shares that may be offered and/or allocated under the Scheme to the Eligible Persons shall be at the sole and absolute discretion of the ESOS Committee after taking into consideration, among others, the provisions of the Listing Requirements or other applicable regulatory requirements relating to employees' and/or directors' share issuance scheme and after taking into consideration factors which may include the Eligible Persons' position, performance, seniority, duration of service, potential for future contribution to the success and development of the Group.

The ESOS Committee may make one or more Offer to an Eligible Person provided that the aggregate number of Offer so offered to an Eligible Person throughout the entire Duration of the ESOS does not exceed the Maximum Allowable Allocation of such Eligible Person.

The Eligible Persons shall not participate in any deliberation or discussion of their own allocation and/or those of persons connected to them.

At any point in time during the Duration of the ESOS, not more than 75% of the total Shares made available under the Scheme shall be allocated, in aggregate, to the Directors and senior management of the Group (excluding dormant subsidiaries and foreign subsidiaries incorporated out of Malaysia, if any) who are Eligible Persons, on the basis that they are crucial to the performance of the Group.

The ESOS Committee may from time to time at its sole and absolute discretion decide whether the allocation and granting of the ESOS Options to the Eligible Persons will be based on staggered granting during the Duration of the ESOS or in a single grant and/or whether the ESOS Options are subject to any vesting period, and if so, to determine the vesting conditions, including whether such vesting conditions are subject to performance target, of which such determination will be carried out at a later date after the establishment of the New ESOS and formation of the ESOS Committee.

2.5.4 Duration and termination of the Scheme

The Scheme, when implemented, shall be in force for a period of 5 years commencing from the effective date of its implementation ("Effective Date"), which shall be the date of full compliance with all relevant requirements of the Listing Requirements, including the following:

(i) submission of the final copy of the By-Laws to Bursa Securities together with a letter of compliance and a checklist showing compliance with the relevant requirements as may be prescribed by Bursa Securities (and/or such other documents as may be determined by Bursa Securities from time to time);

(ii) receipt of approval or approval-in principle, as the case may be, from Bursa Securities for the listing and quotation of the new Shares to be issued pursuant to the exercise of the ESOS Options under the Scheme;

(iii) procurement of shareholders' approval for the Proposed ESOS in a general meeting;

(iv) receipt of approval of any other relevant authorities whose approvals are necessary in respect of the Scheme, where applicable; and

(v) fulfilment or waiver (as the case may be) of any conditions attached to any of the abovementioned approvals, if any.

On or before the expiry of the initial 5 year period, the Scheme may be extended for a further period of up to 5 years, at the sole and absolute discretion of the Board upon the recommendation by the ESOS Committee and without having to obtain the approval of the Company's shareholders, provided always that the total duration of the New ESOS shall not in aggregate exceed a duration of 10 years (or such other period as may be prescribed by Bursa Securities in compliance with the Listing Requirements or any other relevant authorities) from the Effective Date.

Subject to compliance with the Listing Requirements and any other relevant authorities, the Scheme may be terminated at any time before its expiry by the ESOS Committee upon approval of the Board without obtaining the consents from the Grantees or approvals from the shareholders of the Company provided that the Company makes an announcement immediately to Bursa Securities on the following:

(a) the effective date of termination of the Scheme ("Termination Date");
(b) the number of ESOS Options exercised and Shares vested; and
(c) the reasons and justification for termination of the Scheme.

In the event of termination as stipulated above, the following provisions shall apply:

(aa) no further offers shall be made by the ESOS Committee from the Termination Date;
(bb) all offers which have yet to be accepted by Eligible Persons shall automatically lapse on the Termination Date;
(cc) all offers which have yet to be vested in the Eligible Persons shall automatically lapse on the Termination Date; and
(dd) all outstanding ESOS Options which have yet to be exercised and/or vested by the Grantees shall automatically lapse on the Termination Date and become null and void.

For the avoidance of doubt, ESOS Options which have been exercised but where the Shares have yet to be issued and/or transferred (via treasury shares, if any) or registered in the name of the Eligible Person or his estate as at the date of the resolution to terminate the Scheme shall remain effective and the Company shall issue and/or transfer or register the Shares accordingly.

2.5.5 Option Price

Subject to any adjustments in accordance with the By-Laws and pursuant to the Listing Requirements, the Option Price of each Share comprised in any ESOS Options shall be a price to be determined by the Board upon recommendation and suggestion by the ESOS Committee based on the 5D-VWAP of TXB Shares, immediately preceding the Date of Offer, with a discount of not more than 10% or such other percentage of discount as may be permitted by any prevailing guidelines issued by the Bursa Securities and/or any other relevant authorities as may be amended from time to time during the Duration of the ESOS.

The Option Price as determined in the manner set out above shall be conclusive and binding on the Grantees, subject to any adjustments that may be made in accordance with the By-Laws.

2.5.6 Ranking of the new TXB Shares to be allotted and issued upon exercise of the ESOS Options

The new TXB Shares to be allotted and issued arising from the exercise of the ESOS Options will be subject to the provisions of the Constitution of the Company, and shall, upon allotment and issuance, rank equally in all respects with the existing TXB Shares, save and except that the holders of such new TXB Shares will not be entitled to any dividends, rights, allotments and/or other forms of distributions which may be declared, made or paid to shareholders of the Company, prior to the date of allotment of such new TXB Shares to be issued arising from the exercise of the ESOS Options.

2.5.7 Listing and quotation of the new TXB Shares to be issued arising from the exercise of the ESOS Options

The new TXB Shares to be issued arising from the exercise of the ESOS Options will, upon allotment and issuance, be listed on the Main Market.

An application will be made to Bursa Securities for the listing and quotation of new TXB Shares to be issued arising from the exercise of the ESOS Options on the Main Market.

2.5.8 Retention/restriction period of new TXB Shares

Subject to the Constitution of the Company, the Listing Requirements and provision of the By-Laws, the new TXB Shares to be allotted and issued and/or transferred (via treasury shares, if any) to a Grantee (save for an eligible Director who is a non-executive Director) pursuant to the exercise of the ESOS Options will not be subject to any retention period and/or such other restrictions of transfer. However, the Company encourages Grantees to hold the new TXB Shares to be issued and/or transferred pursuant to the exercise of the ESOS Options as a long-term investment rather than for any speculative purposes and/or the realisation of any immediate gain.

Notwithstanding the above, a Grantee who is a non-executive Director of the Group must not sell, transfer or assign any Shares obtained through the exercise of the ESOS Options offered to him/her pursuant to the Scheme within 1 year from the Date of Offer of such ESOS Options.

The ESOS Committee shall be entitled to prescribe or impose, in relation to any Offer, any condition relating to any retention period or restriction on transfer of the Shares to be issued and/or transferred pursuant to the exercise of the ESOS Options in its sole and absolute discretion.

2.5.9 Alteration of share capital and adjustment

In the event of any alteration in the capital structure of the Company during the Duration of the ESOS, whether by way of a capitalisation issue, rights issue, bonus issue, consolidation or subdivision of TXB Shares or capital reduction or any other variation of capital being effected, the ESOS Committee may determine whether a material dilution or enlargement of the rights of the Participants would result from such alteration in the capital structure of the Company during the Duration of the ESOS and if it so determines (i.e. that a material dilution or enlargement of the rights of the Grantees would result from such alteration in the capital structure of the Company) adjustments in:

(i) the Option Price of the ESOS Options; and/or
(ii) the number of new Shares comprised in the unexercised ESOS Options granted to each Grantee,

may be made in order to prevent dilution or enlargement in compliance with the provisions of adjustments as provided under the By-Laws.

2.5.10 Modification, variation and/or amendment to the By-Laws

Subject to the By-Laws and compliance with the Listing Requirements and any other relevant rules and regulations, the ESOS Committee may at any time and from time to time recommend to the Board any modification, variation and/or amendment of the By-Laws ("Variations") as it shall at its sole and absolute discretion think fit and the Board shall have the power at any time and from time to time by resolution to make any modification, variation and/or amendment of the By-Laws under such recommendation.

The approval of the shareholders of the Company in a general meeting shall not be required in respect of the Variations provided that no Variations would:

(i) prejudice any rights which would have accrued to any Grantee without the prior consent or sanction of that Grantee;

(ii) increase the number of Shares available under the Scheme beyond the Maximum ESOS Shares;

(iii) prejudice any rights of the shareholders of the Company; or

(iv) alter to the advantage of an Eligible Person and/or Grantee(s) in respect of any matters which are required to be contained in the By-Laws pursuant to the Listing Requirements.

2.5.11 Utilisation of proceeds

The actual amount of proceeds to be received from the Proposed ESOS will depend on, among others, the actual number of ESOS Options granted and exercised at the relevant point of time and the Option Price. As such, the actual amount and timing of proceeds to be received upon exercise of ESOS Options and the timeframe for utilisation of such proceeds are not determinable at this juncture.

Notwithstanding the above, the Management intends to use the proceeds arising from the exercise of the ESOS Options for general working capital requirements of the Group, as and when the proceeds are received throughout the Duration of the ESOS, as the Board may deem fit. The general working capital requirements of the Group includes, among others, for the payments to suppliers and creditors, staff salaries and related costs as well as other operating and administrative expenses. The proceeds to be utilised for each component of working capital are subject to the Group's operating requirements at the time of receipt of the proceeds, hence the breakdown cannot be determined at this juncture.

Pending utilisation of proceeds raised as and when the ESOS Options are exercised, the proceeds will be placed in deposits with licensed financial institutions or short-term money market instruments. The interests derived from the deposits with financial institutions or any gains arising from the short-term money market instruments will be similarly used for the general working capital requirements of the Group.

3. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSALS

3.1 Proposed Share Capital Reduction

The Proposed Share Capital Reduction will allow the Group to rationalise its financial position by eliminating the accumulated losses by reducing the Company's issued share capital, which will reflect the value of underlying assets and financial position of the Group more accurately.

It will also enhance the Company's ability to declare and pay dividends out of its retained earnings in the future, as and when appropriate and when the Company returns to profitability. The elimination of the accumulated losses pursuant to the Proposed Share Capital Reduction will improve the credibility of the Group with its customers, suppliers, financiers and investors.

3.2 Proposed Debt Settlement

The Proposed Debt Settlement is intended to fully settle the debts owing to the Creditors. The Board has considered other available options and is of the opinion that the settlement via the allotment and issuance of Settlement Shares to the Creditors is a befitting option to settle the Settlement Sum as it would enable the Company to:

(i) settle the indebtedness without incurring additional debt obligation or interest expenses that may be incurred by the Group via other forms of financing such as bank borrowings;

(ii) reduce the Group's debts via the issuance of Settlement Shares whilst conserving the Group's cash and bank balances, which can instead be used for other purposes including the working capital for the Group's businesses and operations; and

(iii) strengthen the Company's equity base as well as the NA through capitalisation of debt into equity and improve the overall financial position of the Company immediately after the settlement of the Settlement Sum.

3.3 Proposed Private Placement

The Board had considered various methods of fund raising and is of the opinion that the Proposed Private Placement is the most appropriate avenue of fund raising for the Group to meet the purposes as stated in Section 2.3.6 of this announcement, taking into account the following:

(i) the Proposed Private Placement serves as an additional funding for the Group's working capital requirements without incurring additional interest cost as compared to bank borrowings or the issuance of debt instruments;

(ii) the Proposed Private Placement is an expeditious way of accessing the capital market to raise funds and can be implemented in multiple tranches. This flexibility would, in turn, mitigate the immediate dilution of existing shareholders' shareholdings in the Company; and

(iii) although the Proposed Private Placement will result in a dilution to the existing shareholders' shareholding as a result of the issuance of new Shares to the third-party investors, upon completion of the Proposed Private Placement, the enlarged capital base is expected to strengthen the Group's financial position and future earnings when the economic and financial benefits from the use of proceeds are realised.

The Proposed Private Placement will be able to address TXB Group's immediate cash flow requirements, further strengthen the capital base of the Company and is expected to contribute positively to the future earnings of TXB Group when the economic and financial benefits of the usage of proceeds are realised.

3.4 Proposed ESOS Termination and Proposed ESOS

As at the LPD, a total of 37,361,900 Shares has been issued pursuant to the exercise of the ESOS options under the ESOS 2021, representing approximately 12.71% of the total number of issued Shares as at the LPD. As at the LPD, the Company does not have any outstanding ESOS options that were granted but yet to be exercised under the ESOS 2021.

Based on the above, the Company is only able to grant a maximum balance of 6,723,781 ESOS options under the ESOS 2021, representing approximately 2.29% of the total number of issued Shares (excluding treasury shares, if any) as at the LPD.

In view of the foregoing, the Company intends to replace ESOS 2021 with the Proposed ESOS to provide the Company with a continuous avenue to:

(i) recognise the contributions and services of the Eligible Persons that are considered vital to the operations and continued growth of the Group and to reward such Eligible Persons by allowing them to participate in the Group's profitability by way of potentially realising capital gains that may arise from appreciation in the price of the Shares upon exercise of the ESOS Options;

(ii) align the Eligible Persons' interests to those of the shareholders of TXB to drive longer term shareholder value enhancement;

(iii) motivate the Eligible Persons towards improved performance through greater productivity and loyalty;

(iv) instil a greater sense of belonging and dedication as the Eligible Persons are given the opportunity to participate directly in the long-term development and growth of the Group;

(v) attract and retain high-calibre Eligible Persons, and in turn enable the Group to better retain its talent pool and thereby minimise any potential loss of performing key personnel; and

(vi) serve as an alternative scheme of reward instead of bonus and salary increment which would increase the Group's expenses and cash outflow.

The Proposed ESOS is also extended to non-executive Directors of the Company in recognition of their contribution to the Company and to enable them to participate in its future growth. For clarification, the Proposed ESOS, which will also be extended to the non-executive Directors of the Group, is not expected to affect their independent judgment or their capacity to act in the best interests of the Group. The granting of ESOS Options is premised upon specific long-term performance metrics as determined by the ESOS Committee, which are tied to the overall success of the Group. This ensures that the decision-making of the non-executive Directors of the Group remains aligned with the long-term interests of the Company and its shareholders.

Premised to the above, the Board is of the view that it is in the interest of the Company to grant ESOS Options to the Eligible Persons to motivate and incentivise the Directors and employees to remain with the Group and continue to drive growth and improvement in the financial performance of the Group, which is aligned with the interests of the shareholders of the Company.

DETAILS OF OTHER EQUITY FUNDRAISING EXERCISE UNDERTAKEN IN THE PAST 5 YEARS

The Company had undertaken the following fundraising exercise in the past 5 years preceding the date of this announcement:

(i) Redeemable convertible notes ("RCN") 2019

On 5 September 2019, the shareholders of the Company approved the issuance of RCN with an aggregate principal amount up to RM150.00 million at an EGM which is convertible into a maximum 833,333,333 new Shares with minimum conversion of RM0.18 which was subsequently revised to RM0.10 on 11 November 2019 through a supplementary agreement and approved by shareholders of the Company on 5 March 2020 ("RCN 2019"). The RCN has expired on 11 November 2022 with no intention for renewal following the announcement by the Company on 11 November 2022. A total proceeds of RM69.00 million was raised from the issuance of 50 sub-tranches under tranche 1 of the RCN amounting to RM50.00 million and 19 sub-tranches under tranche 2 of the RCN amount to RM19.00 million. The total proceeds raised from the RCN 2019 was fully utilised.

(ii) ESOS 2021

On 30 April 2021, TXB announced to undertake the ESOS 2021. On 30 June 2021, the shareholders of the Company approved the establishment of the ESOS 2021, which was subsequently implemented on 1 October 2021.

Details of Shares issued pursuant to the exercise of the ESOS options are as set out as follows:

Listing Date	Exercise price	No. of Shares issued pursuant to the exercise of ESOS options	Amount of proceeds raised
	RM		RM
13 May 2022	0.0703	3,000,000	210,900
23 September 2024	0.1350	1,481,482	200,000
1 October 2024	0.1350	3,703,704	500,000
30 October 2024	0.1350	1,429,630	193,000
13 January 2025	0.0820	1,219,513	100,000
6 February 2025	0.0820	1,217,615	99,844
10 April 2025	0.0630	555,556	35,000
15 April 2025	0.0630	476,191	30,000
9 May 2025	0.0630	2,666,520	167,991
13 March 2026	0.0270	1,148,149	31,000
12 May 2026	0.0270	3,407,409	92,000
15 May 2026	0.0270	5,185,186	140,000
25 May 2026	0.0110	11,870,945	130,580
Total	37,361,900	1,930,315

As at the LPD, the Company had utilised RM1.38 million raised from the exercised of the ESOS options. The details of the utilisation of proceeds raised from the ESOS 2021 are as follows:

Description	Amount
Staff salaries and statutory contribution	780
Office administrative expenses, rental and utilities expenses	595
	1,375

As at the LPD, the Company has yet to utilise the remaining balance of approximately RM0.55 million and intends to utilise the remaining proceeds for the general working capital requirements of the Group, which includes, among others, for the staff salaries and statutory contribution as well as the office administrative expenses, rental and utilities expenses

For avoidance of doubts, the ESOS 2021 is still subsisting but the Company does not have any outstanding ESOS options under the ESOS 2021 as at the LPD.

(iii) Private Placement 2021

On 14 October 2021, TXB announced to undertake the Private Placement of up to 169,901,200 new TXB Shares, representing approximately 8.36% of the existing issued Shares ("Private Placement 2021") in accordance with the general mandate. The Private Placement 2021 was deemed completed following the listing and quotation of 169,901,200 Placement Shares on the Main Market of Bursa Securities in the following tranches on 29 December 2021:

Listing date	Issue price per Share	No. of placement shares	Gross proceeds raised
	RM		RM
29 December 2021	0.0725	169,901,200	12,317,837
Total		169,901,200	12,317,837

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The details and status of the utilisation of proceeds raised from the Private Placement 2021 are as follows:

Details of utilisation	Amount of proceeds raised	Actual utilisation as at the LPD	Amount unutilised as at the LPD	Estimated timeframe for utilisation
	RM'000	RM'000	RM'000
(a) Working capital:				Within 12 months
- Prototype development cost for Low Voltage Drive System	4,500	4,500	-
- Working capital	7,448	7,448	-
(b) Estimated expenses for the Private Placement 2021:				Within 1 month
- Principal adviser fee (inclusive of placement fee)	326	326	-
- Legal fee	20	20	-
- Authority fee and miscellaneous	24	24	-
Total	12,318	12,318	-

(iv) Rights Issue with Warrants 2024

On 8 February 2024, the shareholders of the Company approved the renounceable right issue of up to 251,587,641 new Shares on the basis of 1 right Share for every 1 consolidated Share held, together with up to 251,587,641 free detachable warrants in TXB on the basis of 1 warrant for every 1 rights Share subscribed for by the entitled shareholders of the Company ("Rights Issue with Warrants 2024").

The Right Issue with Warrants 2024 is deemed completed on 8 January 2025 following Bursa Securities' rejection on the Company's extension of time application for the implementation of the Right Issue with Warrants 2024. For avoidance of doubt, the Rights Issue with Warrants was not implemented and no funds were raised from this exercise.

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(v) Private Placement 2025

On 5 March 2025, TXB announced to undertake the Private Placement of up to 24,417,600 new TXB Shares, representing approximately 10.00% of the existing issued Shares (“Private Placement 2025”) in accordance with the general mandate. The Private Placement 2025 was deemed completed on 16 July 2025 following the listing and quotation of 24,417,600 Placement Shares on the Main Market of Bursa Securities in the following tranches:

Listing date	Issue price per Share	No. of placement shares	Gross proceeds raised
	RM		RM
9 July 2025	0.07	10,171,600	712,012
16 July 2025	0.08	14,246,000	1,139,680
Total	24,417,600	1,851,692

As at the LPD, the details and status of the utilisation of proceeds raised from Private Placement 2025 are as follows:

Details of utilisation	Amount of proceeds raised	Actual utilisation as at the LPD	Amount unutilised as at the LPD	(1) Estimated timeframe for utilisation
	RM'000	RM'000	RM'000
(a) Repayment of trade payables	1,000	889	111	Within 12 months
(b) Working capital requirements	763	455	308	Within 12 months
(c) Estimated expenses for the Private Placement 2025	89	89	-	Immediately
Total	1,852	1,433	419

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INDUSTRY OUTLOOK AND OVERVIEW AND PROSPECTS OF THE GROUP

5.1 Overview and outlook of the Malaysian economy

The Malaysian economy grew by 5.2% in 2025 (2024: 5.1%), supported by resilient domestic demand that helped cushion the effects of a highly challenging global environment. Household spending remained firm, supported by positive labour market conditions and more targeted policy measures. Investment activity increased solidly, driven by continued progress in multi-year projects and strong investment approvals, particularly in high-technology services and advanced manufacturing.

The external sector demonstrated resilience despite shifting global trade dynamics and significant uncertainties. The current account of the balance of payments registered a higher surplus of RM31.8 billion, or 1.6% of gross domestic product ("GDP") (2024: RM27.7 billion, or 1.4% of GDP). This was contributed by a continued surplus in the goods account and a turnaround in the services account into a surplus. The surplus in the goods account was underpinned by sustained electrical and electronics exports. Malaysia's diversified export structure also provided continued resilience. While growth in intermediate imports moderated, capital imports, especially for data centre and information technology (IT) equipment, remained robust due to ongoing investment activity.

The turnaround in the services account was supported by the increase in information and communications technology-related services exports and higher travel receipts. Meanwhile, the financial account recorded a higher net acquisition of foreign assets of RM21.4 billion (2024: net acquisition of RM4.9 billion) amid net portfolio outflows. This was partly offset by strong net foreign direct investment (FDI) inflows.

(Source: Economic and Monetary Review 2025, Bank Negara Malaysia)

In 2026, domestic demand is expected to register a growth of 5.4%, steered by sustained private sector expenditure at 5.7%. Strong consumption and investment activities will keep the private sector's contribution significant at 4.5% to gross domestic product growth. Meanwhile, public expenditure is anticipated to rise by 4.4%, contributing 0.8% to overall growth.

Private consumption is projected to grow by 5.1%, driven by sustained income growth and favourable employment prospects. In addition, spillover effects from the implementation of Phase 2 of the Public Service Remuneration System, Sumbangan Tunai Rahmah and the BUDI MADANI RON95 (BUDI95) targeted subsidy programme are expected to provide further impetus to household spending, particularly among lower- and middle-income groups.

(Source: Economic Outlook 2026, Ministry of Finance Malaysia)

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5.2 Overview and outlook of the Food & Beverage (“F&B”) industry in Malaysia

Dining out has become a growing norm, particularly among urban households. Spending on restaurants & accommodation services has increased across all income groups. This supports the findings by Khazanah Research Institute (2025) that expenditure related to dining out is growing robustly, reflecting a clear shift toward convenience and time-saving choices, despite steady price pressures at 3.7% annually. Study on per capita spending also suggests that dining out remains a preference regardless of income level. This can be concluded that eating out is no longer a luxury, but an embedded, aspirational part of modern household consumption. Even amid rising food away from home prices, many households continue to prioritise convenience, reflecting deeper lifestyle and cultural shifts behind cost-of-living concerns.

The F&B and accommodation subsector expanded by 8.4% in the first half of 2025, spurred by higher hotel occupancy rates and increased patronage at restaurants. Building from the notable surge in visitor arrivals by 17.9% in the first half of the year, the subsector is expected to expand by 10.5% in the second half of the year. This improvement is expected to be buoyed by an influx of visitors for both business and leisure purposes along with numerous meetings, incentives, conferences and exhibitions events in conjunction with ASEAN-Malaysia Chairmanship 2025. The upward momentum is boosted by improved accessibility through progressive visa policies and continuous improvement in regional connectivity as well as intensified promotional activities for Visit Malaysia 2026. The subsector is forecast to register a growth of 9.5% in 2025.

The F&B and accommodation subsector is poised to expand by 6.6%, in anticipation of higher visitor arrivals in conjunction with Visit Malaysia 2026 as well as numerous business and leisure events nationwide. The development of Special Tourism Investment Zones in Johor, Melaka, Negeri Sembilan and Sarawak is expected to attract private investment and further boost tourism activities. The zones will showcase new tourism products focusing on arts, culture, heritage and natural attractions. In addition, visit state year programmes in Johor, Negeri Sembilan, Perlis and Selangor are expected to further promote domestic tourism activities and fuel the growth of the subsector.

(Source: Economic Outlook 2026, Ministry of Finance)

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5.3 Overview and outlook of the digital technology industry in Malaysia

Digital economy has been identified as one of the Key Economic Growth Area (KEGA) to realise the Shared Prosperity Vision (SPV) 2030, leading Malaysia towards developing sustainably, with fair economic distribution as well as equitable and inclusive growth. In supporting the SPV 2030 and leveraging on the opportunities brought about by COVID-19 pandemic, the Government of Malaysia has undertaken conscience actions of streamlining the many key policies and efforts that lead to the ultimate development of digital economy in Malaysia, namely via the MyDigital agenda introduced on 19 February 2021.

(Source: National Policy Development on Digital Economy, Ministry of Investment, trade and Industry)

Malaysia's digital transformation strategy has successfully attracted leading firms such as Amazon Web Services, Google, Microsoft and Oracle, with investment commitments amounting to USD16.9 billion. Export expansion is also being supported through reimbursement grants under the Market Development Grant to assist businesses in promoting export products and services as well as accessing international markets, particularly in Africa, Latin America and the Middle East. As of end-August 2025, 77.5% has been spent from the total allocation of RM40 million.

Emerging industries are shaping Malaysia's next economic frontier. The digital economy is growing rapidly with AI, cloud computing, 5G technology and e-commerce, while the green economy is advancing through renewable energy, electric vehicles (EVs) ecosystems and battery technology. Business benefit from efficiency gains and market expansion, through policies such as the National Fourth Industrial Revolution (4IR) Policy, NSS and the forthcoming National AI Action Plan 2030.

In enhancing competitiveness and scalability of micro, small and medium enterprises ("MSMEs"), Budget 2026 will accelerate the adoption of digitalisation by expanding access to digital tools, training and e-commerce capabilities. This will foster an innovation ecosystem that connects MSMEs with technology providers, research institutions and global supply chains, thus enabling more firms to participate in international markets while improving productivity.

(Source: Economic Outlook 2026, Ministry of Finance).

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5.4 Prospects of the Group

During the 18M-FPE 31 December 2025, the Group recorded a total consolidated revenue from continuing operations of RM81.47 million, contributed solely by the Group's F&B business. The revenue from the Group's F&B business for the 18M-FPE 31 December 2025 of RM81.47 million decreased by RM12.19 million or 13.02%, as compared to RM93.66 million of revenue generated by the F&B business recorded in the 18M-FPE 31 December 2024. The decline in revenue was mainly due to the disposal of subsidiaries operating the Group's F&B outlets in 2025, resulting in limited remaining operational contribution during the 18M-FPE 31 December 2025.

During the 18M-FPE 31 December 2025, Craveat International Sdn Bhd ("CISB"), a wholly owned subsidiary of TXB, has undertaken the following transactions:

a. disposal of its 100.00% equity interest in Caseria Pasifika Sdn Bhd ("CPSB"), a wholly-owned subsidiary of CISB, which involved in the operations of TGI Fridays restaurants under CPSB in Malaysia (save for the MyTown Kuala Lumpur Shopping Mall), through the sale and purchase agreement dated 18 September 2025, for a total purchase consideration of RM4.50 million, which was completed on 3 March 2026; and
b. disposal of its 100.00% equity interest in Teh Tarik Place Sdn Bhd ("TTPSB") and 51.00% equity interest in Bistroamericana (MyTown) Sdn Bhd ("B(MT)SB") which operated the TGI Fridays restaurant in MyTown Kuala Lumpur Shopping Mall, Malaysia, through the sale and purchase agreement dated 8 October 2025, for a total purchase consideration of RM1.30 million, which was completed on 8 October 2025,

(collectively, "Disposals").

As at the LPD, the Disposals have been completed. Therefore, CPSB and TTPSB have ceased as the wholly-owned subsidiaries of CISB and B(MT)SB has ceased as the 51.00% equity interest owned subsidiary of CISB, which in turn, the companies are no longer a subsidiary of TXB.

The completion of the disposals of Teh Tarik Place and TGI Friday's Malaysian restaurants allows the Group to rationalise its resources to improve operational efficiency of the Group's operation. The Group will leverage on its over 20 years' experience in the F&B industry to enhance its F&B's business comprising TGI Fridays (Beijing) and Italianries (Kuala Lumpur). The Group will concentrate on growing its Italianries restaurant brand in Malaysia and expand its F&B business into China by introducing new brands through partnerships and joint ventures centred on Malaysian cuisine. The Group aims to leverage China's interest in Malaysian flavours by collaborating with local partners to grow its presence there.

As for the Group's technology and digital transformation sector, following the restructuring and divestment of its technology subsidiaries, the Group is streamlining its resources and repositioning its technology business for future growth in smart city development in Malaysia which remains at an early stage and anticipates that further growth in this sector which will present opportunity for the Group to utilise smart technologies solutions.

(Source: Management of TXB)

6. EFFECTS OF THE PROPOSALS AND PROPOSED ESOS TERMINATION

For information purposes, the Proposed ESOS Termination will not have any effect on the Company's issued share capital, substantial shareholders' shareholdings, NA, gearing, earnings and earnings per Share.

6.1 Share capital

The Proposed ESOS is not expected to have an immediate effect on the existing issued share capital of the Company until such time when the ESOS Options are exercised into new Shares. The issued share capital of the Company will increase progressively depending on the number of new Shares to be issued arising from the exercise of the ESOS Options.

For illustrative purpose, the pro forma effects of the Proposals on the issued share capital of TXB as at the LPD is as follows:

	Minimum Scenario		Maximum Scenario
	No. of Shares	RM'000	No. of Shares	RM'000
	'000		'000
Issued share capital as at the LPD (excluding treasury shares)	293,905	69,812	293,905	69,812
To be cancelled pursuant to the Proposed Share Capital Reduction	-	-	-	(38,000)
After the Proposed Share Capital Reduction	293,905	69,812	293,905	31,812
Issuance of Settlement Shares (1)	-	-	77,710	1,166
After the Proposed Debt Settlement	293,905	69,812	371,615	32,978
Issuance of Placement Shares (2)	88,171	1,323	111,484	1,672
After the Proposed Private Placement	382,076	71,135	483,099	34,650
New Shares to be issued assuming full exercise of the ESOS Options	(3) 57,311	(4) 860	(3) 72,465	(4) 1,087
Enlarged issued share capital	439,387	71,995	555,564	35,737

Notes:

(1) Based on the issue price of RM0.015 per Settlement Share.

(2) Based on an indicative issue price of RM0.015 per Placement Share.

(3) Assuming that the number of ESOS Options amounts to 15% of the total number of issued Shares after the Proposed Private Placement under the Minimum Scenario and Maximum Scenario respectively.

(4) Calculated based on an assumed exercise price of RM0.015 per ESOS Option, representing a discount of approximately 7.98% to the 5D-VWAP of TXB Shares up to and including the LPD of RM0.0163 per TXB Share.

6.2 NA, NA per TXB Share and gearing

The Proposed ESOS is not expected to have an immediate effect on the NA, NA per Share and gearing of the Group until such time when the ESOS Options are exercised into new Shares.

The effects on the NA, NA per Share and gearing of the Group will depend on, among others, the Option Price, number of ESOS Options to be granted, vesting conditions and number of new Shares to be issued arising from the exercise of the ESOS Options.

For illustrative purposes, upon the exercise of the ESOS Options, the NA per Share is expected to:

(i) increase if the Option Price is higher than the NA per Share; or
(ii) decrease if the Option Price is lower than the NA per Share,

at the point of the exercise of the ESOS Options.

In addition, upon exercise of the ESOS Options, the gearing of the Group will decrease given that the NA will increase as a result of the exercise of the ESOS Options.

Any potential effect on the NA and gearing of the Group in the future will depend on the number of ESOS Options granted and exercised, the Option Price and the non-cash expenses arising from the granting of the ESOS Options under Malaysian Financial Reporting Standards 2 on share-based payment ("MFRS 2"). The quantum of such impact cannot be determined at this juncture as it will be measured at the date of granting the ESOS Options.

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For illustrative purposes, the pro forma effects of the Proposed Share Capital Reduction, Proposed Debt Settlement, Proposed Private Placement and Proposed ESOS on the NA and gearing of the Group, based on the latest audited consolidated statements of financial position of the Group as at 31 December 2025 and assuming that the Proposed Share Capital Reduction, Proposed Debt Settlement, Proposed Private Placement and Proposed ESOS had been effected on that date, are as follows:

Minimum Scenario

	(Audited)As at 31 December 2025	(I)	(II)	(III)
		(1) After subsequent events up to the LPD	After (I) and the Proposed Private Placement	After (II) and assuming full exercise of the ESOS Options
	RM'000	RM'000	RM'000	RM'000
Share capital	63,281	69,812	(2) 71,135	(3) 71,994
Reserves	3,276	251	251	251
Accumulated losses	(34,798)	(34,798)	(4) (35,381)	(35,381)
Equity attributable to the owners of the Company / NA	31,759	35,265	36,005	36,864
Non-controlling interests	(1,930)	(1,930)	(1,930)	(1,930)
Total equity	29,829	33,335	34,075	34,934
Number of TXB Shares in issue ('000)	272,293	293,905	382,076	493,387
NA per TXB Share (RM) (5)	0.12	0.12	0.09	0.08
Net debt (RM'000) (6)	13,985	13,985	13,245	12,386
Gearing ratio (times) (7)	0.44	0.40	0.37	0.34

Notes:

(1) After taking into consideration the total issuance of 21,611,689 TXB Shares arising from the exercise of ESOS options of the Company with the details set out below:

Listing date	Exercise price	No. of Shares
	RM
13 March 2026	0.027	1,148,149
12 May 2026	0.027	3,407,409
15 May 2026	0.027	5,185,186
25 May 2026	0.011	11,870,945
Total		21,611,689

(2) Based on the issuance of 88,171,300 Placement Shares at the indicative issue price of RM0.015 per Placement Share.
(3) Based on the issuance of 57,311,300 new Shares issued arising from the exercise of the ESOS Options pursuant to the Proposed ESOS at the assumed exercise price of RM0.015 per ESOS Option.
(4) After deducting the estimated expenses in relation to the Proposals of approximately RM0.58 million.
(5) Computed based on NA divided by the number of Shares in issue.
(6) Computed based on total borrowings less cash and cash equivalents.
(7) Computed based on net debt divided by NA.

Maximum Scenario

	(Audited) As at 31 December 2025	(I)	(II)	(III)	(IV)	(V)
		(1) After subsequent events up to the LPD	After (I) and the Proposed Share Capital Reduction	After (II) and the Proposed Debt Settlement	After (III) and the Proposed Private Placement	After (IV) and assuming full exercise of the ESOS Options
	RM'000	RM'000	RM'000	RM'000	RM'000	RM'000
Share capital	63,281	69,812	(2) 31,812	(4) 32,978	(5) 34,650	(6) 35,737
Reserves	3,276	251	251	251	251	251
(Accumulated losses) / Retained earnings	(34,798)	(34,798)	(2)(3) 2,612	2,612	2,612	2,612
Equity attributable to the owner of the Company / NA	31,759	35,265	34,675	35,841	37,513	38,600
Non-controlling interest	(1,930)	(1,930)	(1,930)	(1,930)	(1,930)	(1,930)
Total equity	29,829	33,335	32,745	33,911	35,583	36,670
Number of TXB Shares in issue ('000)	272,293	293,905	293,905	371,615	483,099	555,564
NA per TXB Share (RM) (7)	0.12	0.12	0.12	0.10	0.08	0.07
Net debt (RM'000) (8)	13,985	13,985	14,575	13,409	11,737	10,650
Gearing ratio (times) (9)	0.44	0.40	0.42	0.37	0.31	0.28

Notes:

(1) After taking into consideration the total issuance of 21,611,689 TXB Shares arising from the exercise of ESOS options of the Company with the details set out below:

| Listing date | Exercise price
RM | No. of Shares |
| --- | --- | --- |
| 13 March 2026 | 0.027 | 1,148,149 |
| 12 May 2026 | 0.027 | 3,407,409 |
| 15 May 2026 | 0.027 | 5,185,186 |
| 25 May 2026 | 0.011 | 11,870,945 |
| Total | | 21,611,689 |

(2) After setting off RM38.00 million from the Group's accumulated losses and cancellation of the Group's issued share capital.

(3) After deducting the estimated expenses in relation to the Proposals of approximately RM0.59 million.

(4) Based on the issuance of 77,710,000 Debt Settlement Shares at the issue price of RM0.015 per Debt Settlement Share.

(5) Based on the issuance of 111,484,300 Placement Shares at the indicative issue price of RM0.015 per Placement Share.

(6) Based on the issuance of 72,464,800 new Shares issued arising from the exercise of the ESOS Options pursuant to the Proposed ESOS at the assumed exercise price of RM0.015 per ESOS Option.

(7) Computed based on NA divided by the number of Shares in issue.

(8) Computed based on total borrowings less cash and cash equivalents.

(9) Computed based on net debt divided by NA.

6.3 Substantial shareholders' shareholdings

The Proposed Share Capital Reduction will not have any effect on the shareholdings of the Company's substantial shareholders.

The Proposed ESOS is not expected to have any immediate effect on the substantial shareholders' shareholdings in the Company until and unless new Shares are issued arising from the exercise of the ESOS Options. Any potential effect on the substantial shareholders' shareholdings in the Company would depend on the number of new Shares to be issued at the relevant point in time.

For illustrative purposes, the pro forma effects of the Proposed Debt Settlement, Proposed Private Placement and Proposed ESOS (assuming full exercise of the ESOS Options) on the shareholdings of the Company's substantial shareholders are as follows:

Minimum Scenario

	As at the LPD	(I)
					After the Proposed Private Placement
	Direct		Indirect		Direct		Indirect
	No. of Shares	(1)%	No. of Shares	(1)%	No. of Shares	(2)%	No. of Shares	(2)%
Azmi Bin Osman	15,868,000	5.40	-	-	15,868,000	4.15	-	-
Rock Point Alliance Pte Ltd	14,257,504	4.85	-	-	14,257,504	3.73	-	-
Rock Point Alliance Sdn Bhd	574,312	0.20	(4) 14,257,504	4.85	574,312	0.20	(4) 14,257,504	3.73
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar	603,685	0.21	(5) 15,232,111	5.18	603,685	0.16	(5) 15,232,111	3.99
Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar	61,075	0.02	(6) 15,774,646	5.37	61,075	0.02	(6) 15,774,646	4.13
Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar	58,325	0.02	(7) 15,777,396	5.37	58,325	0.02	(7) 15,777,396	413
Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar	58,825	0.02	(8) 15,776,896	5.37	58,825	0.02	(8) 15,776,896	4.13
Y.A.M. Tunku Irinah Binti Tuanku Ja'afar	57,712	0.02	(9) 15,778,009	5.37	57,712	0.02	(9) 15,778,009	4.13
Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar	53,827	0.02	(10) 15,781,894	5.37	53,827	0.01	(10) 15,781,894	4.13
Y.M. Tunku Nurul Hayati Binti Tunku Bahador	5,010	*	(11) 15,830,786	5.39	5,010	*	(11) 15,830,786	4.14
Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin	A	*	(12) 15,448,011	5.26	A	*	(12) 15,448,011	4.04
M&A	-	-	-	-	-	-	-	-
MSSB	-	-	-	-	-	-	-	-

	(II)
	After (I) and assuming full exercise of the ESOS Options
	Direct		Indirect
	No. of Shares	(3) %	No. of Shares	(3) %
Azmi Bin Osman	15,868,000	3.61	-	-
Rock Point Alliance Pte Ltd	14,257,504	3.24	-	-
Rock Point Alliance Sdn Bhd	574,312	0.13	(4) 14,257,504	3.24
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar	(13) 603,685	0.14	(5) 15,232,111	3.47
Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar	61,075	0.01	(6) 15,774,646	3.59
Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar	58,325	0.01	(7) 15,777,396	3.59
Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar	58,825	0.01	(8) 15,776,896	3.59
Y.A.M. Tunku Irinah Binti Tuanku Ja'afar	57,712	0.01	(9) 15,778,009	3.59
Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar	53,827	0.01	(10) 15,781,894	3.59
Y.M. Tunku Nurul Hayati Binti Tunku Bahador	5,010	*	(11) 15,830,786	3.60
Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin	^	*	(12) 15,448,011	3.52
M&A	-	-	-	-
MSSB	-	-	-	-

Maximum Scenario

	As at the LPD	(I)
					After the Proposed Debt Settlement
	Direct		Indirect		Direct		Indirect
	No. of Shares	(1)%	No. of Shares	(1)%	No. of Shares	(14)%	No. of Shares	(14)%
Azmi Bin Osman	15,868,000	5.40	-	-	15,868,000	4.27	-	-
Rock Point Alliance Pte Ltd	14,257,504	4.85	-	-	14,257,504	3.84	-	-
Rock Point Alliance Sdn Bhd	574,312	0.20	(4) 14,257,504	5.15	574,312	0.15	(4) 14,257,504	3.84
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar	603,685	0.21	(5) 15,232,111	5.50	603,685	0.16	(5) 15,232,111	4.10
Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar	61,075	0.02	(6) 15,774,646	5.70	61,075	0.02	(6) 15,774,646	4.24
Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar	58,325	0.02	(7) 15,777,396	5.70	58,325	0.02	(7) 15,777,396	4.25
Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar	58,825	0.02	(8) 15,776,896	5.70	58,825	0.02	(8) 15,776,896	4.25
Y.A.M. Tunku Irinah Binti Tuanku Ja'afar	57,712	0.02	(8) 15,778,009	5.70	57,712	0.02	(9) 15,778,009	4.25
Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar	53,827	0.02	(10) 15,781,894	5.70	53,827	0.01	(10) 15,781,894	4.25
Y.M. Tunku Nurul Hayati Binti Tunku Bahador	5,010	*	(11) 15,830,786	5.72	5,010	*	(11) 15,830,786	4.26
Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin	^	*	(12) 15,448,011	5.58	^	*	(12) 15,448,011	4.16
M&A					23,124,000	6.22	-	-
MSSB					36,332,000	9.78	-	-

	(II)				(III)
	After (I) and the Proposed Private Placement				After (II) and assuming full exercise of the ESOS Options
	Direct		Indirect		Direct		Indirect
	No. of Shares	(15)%	No. of Shares	(15)%	No. of Shares	(16)%	No. of Shares	(16)%
Azmi Bin Osman	15,868,000	3.28	-	-	15,868,000	2.86	-	-
Rock Point Alliance Pte Ltd	14,257,504	2.95	-	-	14,257,504	2.57	-	-
Rock Point Alliance Sdn Bhd	574,312	0.12	(4) 14,257,504	2.65	574,312	0.10	(4) 14,257,504	2.57
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar	603,685	0.12	(5) 15,232,111	2.83	(13) 603,685	0.11	(5) 15,232,111	2.74
Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar	61,075	0.01	(6) 15,774,646	2.93	61,075	0.01	(6) 15,774,646	2.84
Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar	58,325	0.01	(7) 15,777,396	2.93	58,325	0.01	(7) 15,777,396	2.84
Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar	58,825	0.01	(8) 15,776,896	2.93	58,825	0.01	(8) 15,776,896	2.84
Y.A.M. Tunku Irinah Binti Tuanku Ja'afar	57,712	0.01	(9) 15,778,009	2.93	57,712	0.01	(9) 15,778,009	2.84
Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar	53,827	0.01	(10) 15,781,894	2.92	53,827	0.01	(10) 15,781,894	2.84
Y.M. Tunku Nurul Hayati Binti Tunku Bahador	5,010	*	(11) 15,830,786	2.94	5,010	*	(11) 15,830,786	2.85
Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin	^	*	(12) 15,448,011	2.87	^	*	(12) 15,448,011	2.78
M&A	23,124,000	4.79	-	-	23,124,000	4.16	-	-
MSSB	36,332,000	7.52	-	-	36,332,000	6.54	-	-

Notes:

Being less than 0.01%.
Being less than 1,000 Shares.

(1) Computed based on the total number of issued TXB Shares of 293,904,543 as at the LPD.
(2) Computed based on the total number of issued TXB Shares of 382,075,843 after issuance of 88,171,300 Placement Shares pursuant to the Proposed Private Placement under the Minimum Scenario.
(3) Computed based on the total number of issued TXB Shares of 439,387,143 after issuance of 57,311,300 new Shares issued arising from the exercise of the ESOS Options pursuant to the Proposed ESOS under the Minimum Scenario.
(4) Deemed interested by virtue of its direct interest in Rock Point Alliance Pte Ltd which in turn holds Shares in TXB.

(5) Deemed interested by virtue of:
- him being the sibling to Y.A.M. Tunku Irinah Binti Tuanku Ja'afar, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar;
- him being the father of Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin;
- him being the spouse of Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
- his substantial shareholdings in Syarikat Pesaka Antah Sdn Bhd which in turn holds Shares in TXB;
- his direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
- his direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
- his direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(6) Deemed interested by virtue of:
- him being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Irinah Binti Tuanku Ja'afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar;
- him being the brother-in-law to Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
- his substantial shareholdings in Syarikat Pesaka Antah Sdn. Bhd. which in turn holds Shares in TXB;
- his direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn. Bhd. which in turn holds Shares in TXB;
- him being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
- him being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(7) Deemed interested by virtue of:
- her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Irinah Binti Tuanku Ja'afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar;
- her being the sister-in-law to Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
- her substantial shareholdings in Syarikat Pesaka Antah Sdn. Bhd. which in turn holds Shares in TXB;
- her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
- her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
- her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(8) Deemed interested by virtue of:
- him being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Irinah Binti Tuanku Ja'afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar;
- him being the brother-in-law to Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
- his substantial shareholdings in Syarikat Pesaka Antah Sdn. Bhd. which in turn holds Shares in TXB;
- his direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn. Bhd. which in turn holds Shares in TXB;
- him being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
- him being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(9) Deemed interested by virtue of:

her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar;
her being the sister-in-law to Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
her substantial shareholdings in Syarikat Pesaka Antah Sdn Bhd which in turn holds Shares in TXB;
her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(10) Deemed interested by virtue of:

her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar and Y.A.M. Tunku Irinah Binti Tuanku Ja'afar;
her being the sister-in-law to Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
her substantial shareholdings in Syarikat Pesaka Antah Sdn Bhd which in turn holds Shares in TXB;
her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
her being the sibling to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte. Ltd.

(11) Deemed interested by virtue of:

her being the spouse of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar;
her being the sister-in-law to Y.A.M. Tunku Irinah Binti Tuanku Ja'afar, Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja'afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja'afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja'afar;
her being the mother of Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin;
her being the spouse of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has substantial shareholdings in Syarikat Pesaka Antah Sdn Bhd which in turn holds Shares in TXB;
her being the spouse of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
her being the spouse of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
her being the spouse of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(12) Deemed interested by virtue of:
- him being the son of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar and Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
- him being the son of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has substantial shareholdings in Syarikat Pesaka Antah Sdn Bhd which in turn holds Shares in TXB;
- him being the son of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
- him being the son of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
- him being the son of Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar, who has a direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

(13) Excludes any ESOS Options that may be offered to Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar under the Proposed ESOS as such amount has not been determined at this juncture

(14) Computed based on the total number of issued TXB Shares of 371,614,543 after issuance of 77,710,000 Settlement Shares pursuant to the Proposed Debt Settlement.

(15) Computed based on the total number of issued TXB Shares of 483,098,943 after issuance of 111,484,300 Placement Shares pursuant to the Proposed Private Placement under the Maximum Scenario.

(16) Computed based on the total number of issued TXB Shares of 555,563,643 after issuance of 72,464,800 new Shares issued arising from the exercise of the ESOS Options pursuant to the Proposed ESOS under the Maximum Scenario.

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6.4 Earnings/(Losses) and earnings/(losses) per TXB Share

The Proposed ESOS is not expected to have any immediate material effect on the Group's consolidated earnings/loss and earnings per Share ("EPS") or loss per Share ("LPS") of TXB Group for the FYE 31 December 2026.

In accordance with the MFRS 2, the potential cost arising from the grant of the ESOS Options is measured at the Date of Offer based on the fair value of the ESOS Options granted and recognised as an expense over the vesting period of the ESOS Options.

The total potential cost of granting the ESOS Options would depend on, among others, the number of ESOS Options granted and the fair value of the ESOS Options. The fair value of the ESOS Options is dependent on, among others, the volatility of the Shares, the Option Price and the Duration of the ESOS. As such, the effect of the Proposed ESOS on the consolidated earnings or loss and EPS or LPS of the Group cannot be determined at this juncture. However, it should be noted that such expense recognised does not represent a cash outflow as it is merely an accounting treatment.

Excluding the effects of the potential cost arising from the grant of the ESOS Options pursuant to MFRS 2, the Proposed ESOS is expected to have a dilutive effect on the Group's EPS or LPS due to the increase in the number of issued Shares upon issuance of the new Shares as and when the ESOS Options are exercised in the future.

The Board has taken note of the potential impact of MFRS 2 on the Group's future earnings and shall take into consideration such impact in the allocation and granting of the ESOS Options to the Eligible Persons.

The Proposed Share Capital Reduction will not have any material effect on the consolidated earnings/losses and EPS/LPS of the Group for the FYE 31 December 2026.

The Proposed Debt Settlement and Proposed Private Placement are not expected to have an immediate material impact on the consolidated earnings/losses of the Group for the FYE 31 December 2026. The EPS/LPS is expected to be diluted as a result of the issuance of the Settlement Shares and Placement Shares.

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For illustration purposes, based on the audited consolidated financial statements of the Company for the 18M-FPE 31 December 2025 and assuming the Proposals had been effected on 1 July 2024, being the beginning of the 18M-FPE 31 December 2025, the pro forma effects of the Proposed Share Capital Reduction, Proposed Debt Settlement and Proposed Private Placement on the losses and LPS of the Group are as follows:

Minimum Scenario

| | (Audited)
As at 31 December 2025 | (I) | (II) |
| --- | --- | --- | --- |
| | | After subsequent events
up to the LPD | After (I) and the Proposed
Private Placement |
| | RM'000 | RM'000 | RM'000 |
| Loss after tax attributable to the owners of the Company ("LAT") | (29,259) | (29,259) | (29,259) |
| Less: Estimated expenses of the Proposals | - | - | (572) |
| Pro forma LAT | (29,259) | (29,259) | (29,831) |
| Number of Shares in issue ('000) | 252,323 | 293,905 | 382,076 |
| Basic LPS (sen) | (11.60) | (9.96) | (7.66) |

Maximum Scenario

| | (Audited)
As at 31 December 2025 | (I) | (II) | (III) | (IV) |
| --- | --- | --- | --- | --- | --- |
| | | After subsequent events up to the LPD | After (I) and the Proposed Share Capital Reduction | After (II) and the Proposed Debt Settlement | After (III) and the Proposed Private Placement |
| | RM'000 | RM'000 | RM'000 | RM'000 | RM'000 |
| LAT | (29,259) | (29,259) | (29,259) | (29,259) | (29,259) |
| Less: Estimated expenses of the Proposals | - | - | (590) | (590) | (590) |
| Pro forma LAT | (29,259) | (29,259) | (29,849) | (29,849) | (29,849) |
| Number of Shares in issue ('000) | 252,323 | 293,905 | 293,905 | 371,615 | 483,099 |
| Basic LPS (sen) | (11.60) | (9.96) | (9.96) | (7.87) | (6.06) |

6.5 Convertible securities

The Company does not have any outstanding convertible securities as at the LPD.

APPROVALS REQUIRED

The Proposals are subject to the approvals being obtained from the following:

(i) Bursa Securities for the listing and quotation of the Settlement Shares, Placement Shares and such number of new Shares representing up to 15% of the total number of issued TXB Shares (excluding treasury shares, if any) to be issued pursuant to the exercise of the ESOS Options on the Main Market of Bursa Securities; and

(ii) shareholders of the Company at an EGM to be convened for the Proposals.

For the avoidance of doubt, the Proposed ESOS Termination does not require any approval from the existing grantees or shareholders of the Company under the by-laws governing the ESOS 2021.

CONDITIONALITY OF THE PROPOSALS AND PROPOSED ESOS TERMINATION

The Proposed ESOS Termination and Proposed ESOS are inter-conditional upon each other.

Save and except the foregoing, the Proposals and Proposed ESOS Termination are not inter-conditional upon each other.

The Proposals are not conditional upon any other corporate proposals undertaken or to be undertaken by the Company.

CORPORATE PROPOSALS ANNOUNCED BUT PENDING COMPLETION

Save for the Proposals, the Board confirms that there is no outstanding corporate proposal which has been announced but not yet completed as at the LPD.

INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND PERSONS CONNECTED WITH THEM

Save as disclosed below, none of the Directors, major shareholders, chief executive of TXB and/or persons connected with them have any interest, direct or indirect, in the Proposals.

All Directors are eligible to participate in the Proposed ESOS and are therefore deemed interested in the Proposed ESOS to the extent of their respective allocations, as well as allocations to persons connected with them (if any), under the Scheme. Notwithstanding the foregoing, all Directors have deliberated on the Proposed ESOS, and have agreed to table the Proposed ESOS to the shareholders of the Company for their consideration and approval.

Accordingly, the Directors have abstained and will continue to abstain from all deliberations, recommendations and voting in respect of their respective allocations and the allocations to persons connected with them (if any) under the Proposed ESOS at the relevant Board meetings. The Directors will also abstain from voting in respect of their direct and/or indirect shareholdings in the Company, if any, on the ordinary resolutions pertaining to Proposed ESOS, their respective allocations and the allocations to persons connected with them (if any) under the Scheme, to be tabled at an EGM to be convened. Further, they will also undertake to ensure that any person connected with them will likewise abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the aforementioned ordinary resolutions to be tabled at an EGM to be convened.

As at the LPD, the details of the shareholdings of the Directors are as follows:

Name of Directors	As at the LPD
	Direct		Indirect
	No. of Shares	(1) %	No. of Shares	(1) %
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja’afar	603,685	0.21	(2) 15,232,111	5.18
Yen Soon Jin	-	-	-	-
Fan Kah Seong	-	-	-	-
Sakthi Kumar A/L Ramadas	-	-	-	-
Y.A.M. Tengku Shahrain Shah Bin Tengku Sulaiman Shah	-	-	-	-
Dato’ Geh Guat Yeow	-	-	-	-
Irmmie Josfina Binti Abd Rahman	-	-	-	-
Sharvin A/L Ravindran	-	-	-	-

Notes:

(1) Computed based on the total number of issued TXB Shares of 293,904,543 as at the LPD.

(2) Deemed interested by virtue of:

him being the sibling to Y.A.M. Tunku Irinah Binti Tuanku Ja’afar, Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar, Y.A.M. Tunku Tan Sri Imran Ibni Tuanku Ja’afar, Y.A.M. Tunku Dara Tunku Tan Sri Naquiah Binti Tuanku Ja’afar and Y.A.M. Tunku Jawahir Binti Tuanku Ja’afar;
him being the father of Y.M. Tunku Mohamed Alauddin Tunku Naquiyuddin;
him being the spouse of Y.M. Tunku Nurul Hayati Binti Tunku Bahador;
his substantial shareholdings in Syarikat Pesaka Antah Sdn Bhd which in turn holds Shares in TXB;
his direct interest of over 20.00% equity interest in Syarikat Pesaka Radin Sdn Bhd which in turn holds Shares in TXB;
his direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds Shares in TXB; and
his direct interest of over 20.00% equity interest in Rock Point Alliance Sdn Bhd which in turn holds the entire equity interest in Rock Point Alliance Pte Ltd.

11. DIRECTORS’ STATEMENT

The Board, after having considered all the relevant aspects of the Proposed Share Capital Reduction, Proposed Debt Settlement and Proposed Private Placement, including but not limited to the basis and justifications for the issue prices of the Settlement Shares and Placement Shares, rationale, benefits and effects of the Proposed Share Capital Reduction, Proposed Debt Settlement and Proposed Private Placement, is of the opinion that the Proposed Share Capital Reduction, Proposed Debt Settlement and Proposed Private Placement are in the best interests of the Company.

In view that the individual Directors on the Board are deemed interested in the Proposed ESOS to the extent of their respective allocations, as well as the allocations to persons connected with them (if any), under the Scheme, the Directors have abstained from expressing an opinion and making any recommendation in respect of the Proposed ESOS and such specific allocations under the Proposed Allocations.

12. PRINCIPAL ADVISER AND PLACEMENT AGENT

TA Securities has been appointed by the Company to act as the Principal Adviser for the Proposals and the Placement Agent for the Proposed Private Placement.

ESTIMATED TIMEFRAME FOR THE APPLICATION TO THE RELEVANT AUTHORITIES AND COMPLETION

The application to Bursa Securities in respect of the Proposals are expected to be submitted within 1 month from the date of this announcement.

Barring any unforeseen circumstances and subject to all required approvals as set out in Section 7 of this announcement being obtained, the Board expects the Proposals to be completed or implemented, as the case may be, by the fourth quarter of 2026.

This announcement is dated 26 May 2026.

APPENDIX I

ADDITIONAL INFORMATION

1. HISTORICAL FINANCIAL INFORMATION OF THE GROUP

A summary of the historical financial information of the Group for the audited FYE 31 December 2022, 18M-FPE 30 June 2024 and 18M-FPE 31 December 2025 as well as the commentaries are as follows:

	Audited
	FYE 31 December 2022	(1) 18M-FPE 30 June 2024	(2) 18M-FPE 31 December 2025
	RM'000	RM'000	RM'000
Revenue	74,231	93,662	81,474
Gross profit	44,002	60,798	52,833
(Loss)/Profit before taxation (“(LBT) / PBT”)	(29,117)	4,833	(41,013)
Profit after taxation attributable to the owners of the Company (“PAT”) / (LAT):	262,299	(19,202)	(29,259)
- continuing operations	(23,033)	4,779	(42,281)
- discontinued operations	285,332	(23,981)	13,022
Share capital	1,224,219	58,319	63,281
Equity attributable to the owners of the Company / NA (RM'000)	42,029	55,948	31,759
Total equity	41,837	54,148	29,829
Total assets	215,710	160,427	78,172
Total liabilities	173,873	106,279	48,343
Current assets	48,216	16,339	68,288
Current liabilities	129,858	95,930	47,199
Current ratio (3)	0.37	0.17	1.45
No. of Shares in issue (‘000)	2,214,715	(4) 235,125	272,293
Weighted average number of Shares in issue (‘000)	110,560	131,467	252,323
Basic (LPS) / EPS (sen) (5)	237.25	(14.61)	(11.60)
- continuing operations	(20.83)	3.64	(16.76)
- discontinued operations	258.08	(18.25)	5.16
NA per Share (sen) (6)	1.90	23.80	11.66
Net debt (RM'000)	166,922	101,090	13,985
Gearing ratio (times) (7)	3.97	1.81	0.44

Notes:

(1) On 24 January 2024, TXB has announced the change of its financial year end from 31 December to 30 June.
(2) On 14 March 2025, TXB has announced the change of its financial year end from 30 June to 31 December.
(3) Computed based on current assets divided by current liabilities.
(4) On 25 April 2024, the number of Shares increased from 2,214,714,736 Shares to 4,702,545,618 Shares through the issuance of 2,487,830,882 new Shares pursuant to the debt settlement arrangement at RM0.0136 per Share. Thereafter, the share consolidation, which involves the consolidation of every 20 existing Shares into 1 consolidated Share was completed on 13 May 2024, following the listing and quotation of 235,125,043 consolidated Shares on the Main Market of Bursa Securities.
(5) Computed based on LAT/PAT divided by the weighted average number of Shares in issue.
(6) Computed based on the NA over the number of Shares in issue.
(7) Computed based on net debt divided by NA of the Company.

APPENDIX I

ADDITIONAL INFORMATION (Cont'd)

Commentaries:

(a) FYE 31 December 2022 vs 12-month annualised FPE 30 June 2024

TXB Group's revenue from continuing operations decreased by RM11.79 million (15.88%) from RM74.23 million to RM62.44 million for 12-month annualised FPE 30 June 2024 (FPE 30 June 2024: RM93.66 million). This decrease was due to a huge decline in the Group's digital transformation and technology businesses from RM19.65 million in FYE 31 December 2022 to nil in 12-month annualised FPE 30 June 2024. This business segment was adversely impacted by the closure of previous project, fulfilling defects liability and to only service the existing contracts with no new projects secured, compared to the previous financial year. For the FPE 30 June 2024, the revenue received from such business segment amounting to RM0.72 million has been reclassified to revenue from discontinued operations.

In line with the decreased in revenue, TXB Group's LAT decreased by RM275.10 million (104.88%) to a loss of RM12.80 million for 12-month annualised FPE 30 June 2024 (FPE 30 June 2024: RM19.20 million) from a profit of RM262.30 million for FYE 31 December 2022, mainly due to the increase in administrative and operating expense arising from the one-off expenses/costs relating to the imputed impairment loss on the intangible asset, impairment on receivables, expenses incurred for the purpose of capital raising and corporate exercises.

Notwithstanding the above, TXB Group's LAT from continuing operations improved by RM26.22 million (113.85%) from a loss of RM23.03 million to a profit of RM3.19 million for the 12-month annualised FPE 30 June 2024 (FPE 30 June 2024: RM4.78 million), mainly due the reclassification of the losses attributable to the discontinued operations.

(b) 18M-FPE 30 June 2024 vs 18M-FPE 31 December 2025

TXB Group's revenue from continuing operations decreased by RM12.19 million (13.01%) from RM93.66 million for the FPE 30 June 2024 to RM81.47 million for the FPE 31 December 2025. Such decrease in revenue was mainly due to disposal of subsidiaries operating the Group's F&B outlets in September 2025, resulting in limited remaining operational contribution during the current financial period.

In line with the decrease in revenue, TXB Group's LAT increased by RM10.06 million (52.40%) to RM29.26 million for the 18M-FPE 31 December 2025 from a loss of RM19.20 million for the 18M-FPE 30 June 2024. In addition, the Group's PAT from continuing operations decreased by RM47.06 million (984.52%) from profit of RM4.78 million for the 18M-FPE 30 June 2024 to a loss of RM42.28 million for the 18M-FPE 31 December 2025. Such decrease in PAT was mainly attributable to bad debts written off, impairment losses on other receivables and intangible assets, loss on disposal of subsidiaries and expenses arising from employee share option scheme granted during the financial period ended.

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APPENDIX I

ADDITIONAL INFORMATION (Cont'd)

2. IMPACT AND VALUE CREATION OF THE PROPOSALS TO THE GROUP AND ITS SHAREHOLDERS

2.1 Proposed Share Capital Reduction

The Proposed Share Capital Reduction will eliminate the accumulated losses and strengthen the Company's financial position to support the Group's future growth and value creation for its shareholders. As illustrated in Section 6.2 of this announcement, the Proposed Share Capital Reduction is expected to reduce the issued share capital of the Company in turn eliminated the accumulated losses and enhance the overall financial position of the Company.

2.2 Proposed Debt Settlement

The Proposed Debt Settlement are intended to partially settle the Group's indebtedness to the Creditors without incurring any cash outflow. Thereby, allowing the Group to conserve and use the cash resources for the working capital requirements. The Proposed Debt Settlement also will allow the Group to capitalise the debts into equity of the Group which in turn will increase the issued share capital and the NA of TXB.

Hence, the issuance of Settlement Shares will improve the financial position of TXB upon completion of the Proposed Debt Settlement.

2.3 Proposed Private Placement

The Proposed Private Placement is expected to raise gross proceeds of up to approximately RM1.67 million which will be mainly used to fund the working capital as set out in Section 2.3.6 of this announcement. The Proposed Private Placement will allow the Group to raise funds without incurring additional interest expenses as well as to reduce reliance on bank borrowings which will require the Group to service interests and repay the principal sum on a periodic basis.

Notwithstanding of the dilutive effects on the LPS of the Group and existing shareholder's shareholdings, TXB expects a positive impact on the earnings of the Group pursuant to the Proposed Private Placement as and when the anticipated benefits of the utilisation of proceeds of the Proposed Private Placement as set out in Section 2.3.6 of this announcement materialised. The extent of dilution of the LPS of the Group is dependent upon, among others, the actual number of Placement Shares to be issued as well as future earnings of the Group.

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APPENDIX I

ADDITIONAL INFORMATION (Cont'd)

3. ADEQUACY OF THE PROPOSED DEBT SETTLEMENT AND PROPOSED PRIVATE PLACEMENT IN ADDRESSING THE GROUP'S FINANCIAL RESOURCES

3.1 Proposed Debt Settlement

The Board is of the view that the Proposed Debt Settlement is adequate to address the Group's inancial concerns in the near term as it will allow the Group to lessen its financial obligations without requiring any cash outflow. As at 31 December 2025, the Group's cash and bank balances stood at approximately RM0.28 million, which the Board is of the view that the available cash and bank balances should be conserved to facilitate the daily operations of the Group. The Proposed Debt Settlement will enable the Group to settle the Settlement Amount due to the Creditors without increasing its bank borrowings or gearing level and depleting its cash and bank balances.

3.2 Proposed Private Placement

Considering the Group's on-going efforts to improve the financial performance as set out in Section 4 of this Appendix I and impact of the Proposed Private Placement as set out in Section 2.3 of this Appendix I, respectively, the Board is of the view that the Proposed Private Placement will provide the necessary funds to meet the Group's financial requirements without relying on debt financing which will result in higher cost to the Group. As such, the Board is of the view that the Proposed Private Placement represents an appropriate measure to manage the capital structure and to strengthen the financial position of the Group.

Additionally, the Group will continuously evaluate the viability of other measures to ensure the sustainability of the financial position of the Group as well as other suitable funding avenues or strategic initiatives for long term financial of the Group. Moving forward, any further fundraising exercises may be contemplated as and when deemed necessary at that material point of time. However, the quantum and timing for any further fundraising exercises cannot be ascertained at this juncture.

4. STEPS OR ACTIONS WHICH HAVE BEEN TAKEN / WILL BE TAKEN TO IMPROVE FINANCIAL CONDITIONS OF THE GROUP

At this juncture, the Board is of the view that the Group's primary financial concern is the LAT recorded for the past 3 audited financial statements. Accordingly, the Board has undertaken the following to address the financial concerns of the Group:

(i) several equity fundraising exercises were proposed and completed for various working capital purposes as outline in Section 4 of this announcement;

(ii) settlement of outstanding sum of RM33.83 million to the creditors via issuance of 2,487,830,882 settlement Shares which was approved by the shareholders on 8 February 2024 and deemed completed on 25 April 2024;

(iii) disposal of loss-making subsidiaries that operated the internet of things and smart data business of the Group as it has been registering substantial losses over a protracted period of time with no visibility is envisaged moving forward; and

(iv) the Disposals as detailed in Section 5.4 of this announcement.

APPENDIX I

ADDITIONAL INFORMATION (Cont'd)

The Board is of the view that the above exercises were appropriate to settle the outstanding loan and immediate meet the financial requirements of the Group as well as to remove non-strategic ventures or operations which has no profitability prospects in the near to medium term. These initiatives are undertaken by the Group as part of its strategic divestment to streamline its core business operations. In addition, the divestments of the non-strategic ventures or operations also allow the Group to reduce its fixed overheads and lease liabilities as well as streamlining human resources and operational efficiencies to improve its financial conditions and financial performance. The Board will also continue to implement cost management measures and explore opportunities in the marketplaces within the existing core business of the Group to further strengthen the financial conditions and financial performance of the Group.

(Source: Management of TXB)

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APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENTS

The salient terms of the Settlement Agreements are as follows: -

Settlement Agreement between M&A Securities and TXB ("M&A Settlement Agreement")

(a) Settlement

(i) M&A and TXB (collectively, the "M&A Parties" and individually a "M&A Party") agree that the sum of RM346,868.16 ("M&A Outstanding Sum") shall be deemed fully settled by way of allotment and issuance of 23,124,000 Settlement Shares at the Settlement Issue Price by TXB to M&A by crediting the 23,124,000 Settlement Shares into the central depository system account ("CDS account") of M&A and subsequent listing and quotation of the 23,124,000 Settlement Shares on the Main Market of Bursa Securities ("M&A Settlement Date").

(ii) TXB shall procure and cause the 23,124,000 Settlement Shares to be listed on the Main Market of Bursa Securities within 7 market days (days on which the stock market of Bursa Securities is open for trading in securities, which may include a surprise holiday) from the date of allotment and issuance of the 23,124,000 Settlement Shares. Accordingly, the M&A Outstanding Sum shall be deemed fully settled on the M&A Settlement Date.

(iii) On and after the M&A Settlement Date, M&A Parties confirm that:

(aa) they shall have no further claims, demands, or causes of action, whether based on contract, tort, equity, or any other legal cause of action, against each other; and/or

(bb) they shall withdraw all actions, complaints, claims or proceedings made or initiated against each other, if any, whether against the said companies, their directors and/or shareholders.

(b) Conditions Precedent

(i) The M&A Parties agree that the M&A Proposed Debt Settlement is conditional upon the following conditions being fulfilled:

(aa) the approval of the Board in respect of the transactions contemplated in the M&A Settlement Agreement;

(bb) the approval of the shareholders of TXB at an EGM for the Proposed Debt Settlement and the allotment and issuance of the 23,124,000 Settlement Shares at the Settlement Issue Price to M&A pursuant to the M&A Settlement Agreement;

(cc) the approval of the board of directors and/or shareholders (where applicable) of M&A in respect of the transactions contemplated in the M&A Settlement Agreement;

(dd) the approval of Bursa Securities for the admission, listing and of quotation for the Settlement Shares on the Main Market of Bursa Securities; and

(ee) such other consents or approvals as may be required of any third party, governmental, regulatory body or competent authority having jurisdiction over the Proposed Debt Settlement or the transaction contemplated under the M&A Settlement Agreement,

(hereinafter collectively referred to as "M&A Conditions Precedent" and individually referred to as a "M&A Condition Precedent").

APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(ii) The M&A Parties shall use their respective best endeavours to procure the fulfilment of all the M&A Conditions Precedent, and in particular shall furnish such information, supply such documents, and do all such acts and things as may be required to enable the M&A Conditions Precedent to be fulfilled.

(iii) If any Party becomes aware that a M&A Condition Precedent set out in sub-clause (i) above is satisfied or is incapable of being satisfied, it shall within 14 days of receipt of the confirmation of the same notify the other M&A Party in writing.

(iv) To the extent permitted by law or the relevant authorities, either Party reserves the right to waive the requirement to obtain any of the approvals referred to in Appendix II(1)(b)(i) and thereafter the Parties may proceed with completion in accordance with Appendix II(1)(d) below. The date on which the last of the M&A Conditions Precedent is fulfilled or waived, as the case may be shall be referred to as "M&A Unconditional Date".

(v) Unless specifically waived by either M&A Party under the provision of Appendix II(1)(b)(vi), if any of the M&A Conditions Precedent is or are not fulfilled by the date falling 12 months from the date hereof or such later date as the M&A Parties may agree in writing, the M&A Settlement Agreement shall ipso facto cease and determine and all obligations and liabilities of the M&A Parties hereunder shall cease to have effect and (save in respect of any antecedent breach) none of the M&A Parties shall have any claim against the other for costs, damages, compensation or otherwise.

(vi) Notwithstanding any provisions herein contained, the M&A Parties take cognisance that any authorities and/or relevant parties in granting their approval, may require variation of the terms of the M&A Debt Settlement Agreement, the M&A Parties agree that such requirement for variation shall not entitle either M&A Party to terminate the M&A Debt Settlement Agreement.

Each Settlement Share to be credited as fully paid up on issue and rank pari passu in all respects with the existing issued ordinary shares of TXB, save and except that M&A shall not be entitled to any dividends, rights, allotments and/or other distributions, which may be declared, made or paid to the shareholders of TXB, the entitlement date of which precedes the date of allotment of the Settlement Shares.

(d) Completion

(i) Subject to the fulfilment of the M&A Conditions Precedent, TXB shall allot and issue the 23,124,000 Settlement Shares to M&A by crediting as fully paid the 23,124,000 Settlement Shares into the CDS account of M&A within 21 market days from the M&A Unconditional Date or such other date as the M&A Parties may mutually agree in writing.

(ii) TXB shall procure and cause the 23,124,000 Settlement Shares to be listed on the Main Market of Bursa Securities within 7 market days (days on which the stock market of Bursa Securities is open for trading in securities, which may include a surprise holiday) from the date of allotment and issuance of the 23,124,000 Settlement Shares. Accordingly, the Proposed Debt Settlement shall be completed, and the M&A Outstanding Sum shall be deemed fully settled on the M&A Settlement Date.

APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(iii) M&A hereby irrevocably and unconditionally agrees to release, relieve and discharge TXB from any and all obligations, liabilities, actions, indemnities, claims, causes of actions, rights, suits, proceedings, damages, losses, costs, charges and demands of whatsoever nature, whether at law or in equity, which M&A has, had or may have or may hereafter against TXB, arising out of and/or in connection with the M&A Settlement Agreement.

Settlement Agreement between MSSB and TXB ("MSSB Settlement Agreement")

(a) Settlement

(i) MSSB and TXB (collectively, the "MSSB Parties" and individually a "MSSB Party") agree that the sum of RM544,983.42 ("MSSB Outstanding Sum") shall be deemed fully settled by way of allotment and issuance of 36,332,000 Settlement Shares at the Settlement Issue Price by TXB to MSSB by crediting the 36,332,000 Settlement Shares into the central depository system account ("CDS account") of MSSB and subsequent listing and quotation of the 36,332,000 Settlement Shares on the Main Market of Bursa Securities ("MSSB Settlement Date").

(ii) TXB shall procure and cause the 36,332,000 Debt Settlement Shares to be listed on the Main Market of Bursa Securities within 7 market days (days on which the stock market of Bursa Securities is open for trading in securities, which may include a surprise holiday) from the date of allotment and issuance of the 36,332,000 Debt Settlement Shares. Accordingly, the MSSB Outstanding Sum shall be deemed fully settled on the MSSB Settlement Date.

(iii) On and after the MSSB Settlement Date, MSSB Parties confirm that:

(aa) they shall have no further claims, demands, or causes of action, whether based on contract, tort, equity, or any other legal cause of action, against each other; and/or

(bb) they shall withdraw all actions, complaints, claims or proceedings made or initiated against each other, if any, whether against the said companies, their directors and/or shareholders.

(b) Conditions Precedent

(i) The MSSB Parties agree that the MSSB Proposed Debt Settlement is conditional upon the following conditions being fulfilled:

(aa) the approval of the Board in respect of the transactions contemplated in the MSSB Debt Settlement Agreement;

(bb) the approval of the shareholders of TXB at an EGM for the Proposed Debt Settlement and the allotment and issuance of the 36,332,000 Debt Settlement Shares at the Settlement Issue Price to MSSB pursuant to the MSSB Settlement Agreement;

(cc) the approval of the board of directors and/or shareholders (where applicable) of MSSB in respect of the transactions contemplated in the MSSB Settlement Agreement;

(dd) the approval of Bursa Securities for the admission, listing and quotation of the Settlement Shares on the Main Market of Bursa Securities; and

APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(hereinafter collectively referred to as "MSSB Conditions Precedent" and individually referred to as a "MSSB Condition Precedent").

(ii) The MSSB Parties shall use their respective best endeavours to procure the fulfilment of all the MSSB Conditions Precedent, and in particular shall furnish such information, supply such documents, and do all such acts and things as may be required to enable the MSSB Conditions Precedent to be fulfilled.

(iii) If any Party becomes aware that a MSSB Condition Precedent set out in sub-clause (i) above is satisfied or is incapable of being satisfied, it shall within 14 days of receipt of the confirmation of the same notify the other MSSB Party in writing.

(iv) To the extent permitted by law or the relevant authorities, either Party reserves the right to waive the requirement to obtain any of the approvals referred to in Appendix II(2)(b)(i) and thereafter the Parties may proceed with completion in accordance with Appendix II(3)(d) below. The date on which the last of the MSSB Conditions Precedent is fulfilled or waived, as the case may be shall be referred to as "MSSB Unconditional Date".

(v) Unless specifically waived by either MSSB Party under the provision of Appendix II(2)(b)(vi), if any of the MSSB Conditions Precedent is or are not fulfilled by the date falling 12 months from the date hereof or such later date as the MSSB Parties may agree in writing, the MSSB Settlement Agreement shall ipso facto cease and determine and all obligations and liabilities of the MSSB Parties hereunder shall cease to have effect and (save in respect of any antecedent breach) none of the MSSB Parties shall have any claim against the other for costs, damages, compensation or otherwise.

(vi) Notwithstanding any provisions herein contained, the MSSB Parties take cognisance that any authorities and/or relevant parties in granting their approval, may require variation of the terms of the MSSB Settlement Agreement, the MSSB Parties agree that such requirement for variation shall not entitle either MSSB Party to terminate the MSSB Settlement Agreement.

Each Settlement Share to be credited as fully paid up on issue and rank pari passu in all respects with the existing issued ordinary shares of TXB, save and except that MSSB shall not be entitled to any dividends, rights, allotments and/or other distributions, which may be declared, made or paid to the shareholders of TXB, the entitlement date of which precedes the date of allotment of the Debt Settlement Shares.

(d) Completion

(i) Subject to the fulfilment of the MSSB Conditions Precedent, TXB shall allot and issue the 36,332,000 Settlement Shares to MSSB by crediting as fully paid the 36,332,000 Settlement Shares into the CDS account of MSSB within 21 market days from the MSSB Unconditional Date or such other date as the MSSB Parties may mutually agree in writing.

APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(ii) TXB shall procure and cause the 36,332,000 Settlement Shares to be listed on the Main Market of Bursa Securities within 7 market days (days on which the stock market of Bursa Securities is open for trading in securities, which may include a surprise holiday) from the date of allotment and issuance of the 36,332,000 Settlement Shares. Accordingly, the Proposed Debt Settlement shall be completed, and the MSSB Outstanding Sum shall be deemed fully settled on the MSSB Settlement Date.

(iii) MSSB hereby irrevocably and unconditionally agrees to release, relieve and discharge TXB from any and all obligations, liabilities, actions, indemnities, claims, causes of actions, rights, suits, proceedings, damages, losses, costs, charges and demands of whatsoever nature, whether at law or in equity, which MSSB has, had or may have or may hereafter against TXB, arising out of and/or in connection with the MSSB Settlement Agreement.

3. Settlement Agreement between T&L and TXB ("T&L Settlement Agreement")

(a) Settlement

(i) T&L and TXB (collectively, the "T&L Parties" and individually a "T&L Party") agree that the sum of RM273,822.17 ("T&L Outstanding Sum") shall be deemed fully settled by way of allotment and issuance of 18,254,000 Settlement Shares at the Settlement Issue Price by TXB to T&L by crediting the 18,254,000 Settlement Shares into the central depository system account ("CDS account") of T&L and subsequent listing and quotation of the 18,254,000 Settlement Shares on the Main Market of Bursa Securities ("T&L Settlement Date").

(ii) TXB shall procure and cause the 18,254,000 Settlement Shares to be listed on the Main Market of Bursa Securities within 7 market days (days on which the stock market of Bursa Securities is open for trading in securities, which may include a surprise holiday) from the date of allotment and issuance of the 18,254,000 Settlement Shares. Accordingly, the T&L Outstanding Sum shall be deemed fully settled on the T&L Settlement Date.

(iii) On and after the T&L Settlement Date, T&L Parties confirm that:

(aa) they shall have no further claims, demands, or causes of action, whether based on contract, tort, equity, or any other legal cause of action, against each other; and/or

(bb) they shall withdraw all actions, complaints, claims or proceedings made or initiated against each other, if any, whether against the said companies, their directors and/or shareholders.

(b) Conditions Precedent

(i) The T&L Parties agree that the T&L Proposed Debt Settlement is conditional upon the following conditions being fulfilled:

(aa) the approval of the Board in respect of the transactions contemplated in the T&L Settlement Agreement;

(bb) the approval of the shareholders of TXB at an EGM for the Proposed Debt Settlement and the allotment and issuance of the 18,254,000 Settlement Shares at the Settlement Issue Price to T&L pursuant to the T&L Debt Settlement Agreement;

(cc) the approval of the board of directors and/or shareholders (where applicable) of T&L in respect of the transactions contemplated in the T&L Settlement Agreement;

APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(dd) the approval of Bursa Securities for the admission, listing and quotation of the Settlement Shares on the Main Market of Bursa Securities; and

(hereinafter collectively referred to as "T&L Conditions Precedent" and individually referred to as a "T&L Condition Precedent").

(ii) The T&L Parties shall use their respective best endeavours to procure the fulfilment of all the T&L Conditions Precedent, and in particular shall furnish such information, supply such documents, and do all such acts and things as may be required to enable the T&L Conditions Precedent to be fulfilled.

(iii) If any Party becomes aware that a T&L Condition Precedent set out in sub-clause (i) above is satisfied or is incapable of being satisfied, it shall within 14 days of receipt of the confirmation of the same notify the other T&L Party in writing.

(iv) To the extent permitted by law or the relevant authorities, either Party reserves the right to waive the requirement to obtain any of the approvals referred to in Appendix II(3)(b)(i) and thereafter the Parties may proceed with completion in accordance with Appendix II(3)(d) below. The date on which the last of the T&L Conditions Precedent is fulfilled or waived, as the case may be shall be referred to as "T&L Unconditional Date".

(v) Unless specifically waived by either T&L Party under the provision of Appendix II(3)(b)(vi), if any of the T&L Conditions Precedent is or are not fulfilled by the date falling 12 months from the date hereof or such later date as the T&L Parties may agree in writing, the T&L Debt Settlement Agreement shall ipso facto cease and determine and all obligations and liabilities of the T&L Parties hereunder shall cease to have effect and (save in respect of any antecedent breach) none of the T&L Parties shall have any claim against the other for costs, damages, compensation or otherwise.

(vi) Notwithstanding any provisions herein contained, the T&L Parties take cognisance that any authorities and/or relevant parties in granting their approval, may require variation of the terms of the T&L Settlement Agreement, the T&L Parties agree that such requirement for variation shall not entitle either T&L Party to terminate the T&L Settlement Agreement.

(c) Ranking of the Debt Settlement Shares

Each Settlement Share to be credited as fully paid up on issue and rank pari passu in all respects with the existing issued ordinary shares of TXB, save and except that T&L shall not be entitled to any dividends, rights, allotments and/or other distributions, which may be declared, made or paid to the shareholders of TXB, the entitlement date of which precedes the date of allotment of the Settlement Shares.

APPENDIX II

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(d) Completion

(i) Subject to the fulfilment of the T&L Conditions Precedent, TXB shall allot and issue the 18,254,000 Settlement Shares to T&L by crediting as fully paid the 18,254,000 Settlement Shares into the CDS account of T&L within 21 market days from the T&L Unconditional Date or such other date as the T&L Parties may mutually agree in writing.

(ii) TXB shall procure and cause the 18,254,000 Settlement Shares to be listed on the Main Market of Bursa Securities within 7 market days (days on which the stock market of Bursa Securities is open for trading in securities, which may include a surprise holiday) from the date of allotment and issuance of the 18,254,000 Settlement Shares. Accordingly, the Proposed Debt Settlement shall be completed, and the T&L Outstanding Sum shall be deemed fully settled on the T&L Settlement Date.

(iii) T&L hereby irrevocably and unconditionally agrees to release, relieve and discharge TXB from any and all obligations, liabilities, actions, indemnities, claims, causes of actions, rights, suits, proceedings, damages, losses, costs, charges and demands of whatsoever nature, whether at law or in equity, which T&L has, had or may have or may hereafter against TXB, arising out of and/or in connection with the T&L Settlement Agreement.

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TECHNA-X BERHAD — Capital/Financing Update 2026

71653_rns_2026-05-25_21b11ea4-5fc9-46a2-b879-f0dde89321a3.pdf

1. INTRODUCTION

2. DETAILS OF THE PROPOSALS AND PROPOSED ESOS TERMINATION

2.1 Details of the Proposed Share Capital Reduction

2.2 Details of the Proposed Debt Settlement

2.2.1 Information of the Creditors

(i) M&A Securities

Nature of debt owing to M&A Securities

2.2.2 Basis and justification for the Settlement Issue Price

2.2.3 Ranking of the Settlement Shares

2.2.4 Listing and quotation of the Settlement Shares

2.2.5 Take-over implication

2.2.6 Utilisation of proceeds

2.3 Details of the Proposed Private Placement

2.3.1 Placement Size

2.3.2 Placement arrangements

2.3.3 Basis of determining and justification of the issue price of the Placement Shares

2.3.4 Listing and quotation of the Placement Shares

2.3.5 Ranking of the Placement Shares

2.3.6 Utilisation of proceeds

2.4 Details of the Proposed ESOS Termination

2.5 Details of the Proposed ESOS

2.5.1 Maximum number of new Shares available under the New ESOS

2.5.2 Eligibility

2.5.3 Basis of allocation and maximum allowable allocation

2.5.4 Duration and termination of the Scheme

2.5.5 Option Price

2.5.6 Ranking of the new TXB Shares to be allotted and issued upon exercise of the ESOS Options

2.5.7 Listing and quotation of the new TXB Shares to be issued arising from the exercise of the ESOS Options

2.5.8 Retention/restriction period of new TXB Shares

2.5.9 Alteration of share capital and adjustment

2.5.10 Modification, variation and/or amendment to the By-Laws

2.5.11 Utilisation of proceeds

3. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSALS

3.1 Proposed Share Capital Reduction

3.2 Proposed Debt Settlement

3.3 Proposed Private Placement

3.4 Proposed ESOS Termination and Proposed ESOS

6. EFFECTS OF THE PROPOSALS AND PROPOSED ESOS TERMINATION

6.1 Share capital

Notes:

Minimum Scenario

Notes:

Maximum Scenario

Notes:

Maximum Scenario

Notes:

Minimum Scenario

Maximum Scenario

11. DIRECTORS’ STATEMENT

12. PRINCIPAL ADVISER AND PLACEMENT AGENT

1. HISTORICAL FINANCIAL INFORMATION OF THE GROUP

Notes:

Commentaries:

(a) FYE 31 December 2022 vs 12-month annualised FPE 30 June 2024

(b) 18M-FPE 30 June 2024 vs 18M-FPE 31 December 2025

2. IMPACT AND VALUE CREATION OF THE PROPOSALS TO THE GROUP AND ITS SHAREHOLDERS

2.1 Proposed Share Capital Reduction

2.2 Proposed Debt Settlement

2.3 Proposed Private Placement

3. ADEQUACY OF THE PROPOSED DEBT SETTLEMENT AND PROPOSED PRIVATE PLACEMENT IN ADDRESSING THE GROUP'S FINANCIAL RESOURCES

3.1 Proposed Debt Settlement

3.2 Proposed Private Placement

4. STEPS OR ACTIONS WHICH HAVE BEEN TAKEN / WILL BE TAKEN TO IMPROVE FINANCIAL CONDITIONS OF THE GROUP

ADDITIONAL INFORMATION (Cont'd)

3. Settlement Agreement between T&L and TXB ("T&L Settlement Agreement")

(a) Settlement

(b) Conditions Precedent

SALIENT TERMS OF THE SETTLEMENT AGREEMENT (Cont'd)

(c) Ranking of the Debt Settlement Shares

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TECHNA-X BERHAD Capital/Financing Update 2026